As filed with the Securities and Exchange Commission on February 25, 1997
33-34801
811-6106
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /_X__/
Pre-Effective Amendment No. ___ / __ /
Post-Effective Amendment No. _7_ /__X_/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 / X /
Amendment No. 8 / X _/
(Check appropriate box or boxes)
PIONEER GROWTH TRUST
____________________________________________________________________
(Exact name of registrant as specified in charter)
60 State Street, Boston, Massachusetts 02109
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(Address of principal executive office) Zip Code
Registrant's Telephone Number, including Area Code: (617) 742-7825
- ---------------------------------------------------------------------
Joseph P. Barri, Hale and Dorr, 60 State Street, Boston, MA 02109
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(Name and address of agent for service)
It is proposed that this filing will become effective (check
appropriate box):
_ _ immediately upon filing pursuant to paragraph (b)
_X_ on February 28, 1997 pursaunt to paragraph (b)
__ 60 days after filing pursuant to paragraph (a)
___ on [date] pursuant to paragraph (a) of Rule 485
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Section 24(f)-2 of the Investment
Company Act of 1940. On December 27, 1996, the Registrant filed the Notice
required by Rule 24f-2 for its most recent fiscal year ending October 31, 1996.
<PAGE>
PIONEER GROWTH TRUST
Cross-Reference Sheet Showing Location in Prospectus and Statementof
Additional Information of Information
Required by Items of the Registration Form
Location in
Prospectus or
Statement of
Additional
Form N-1A Item Number and Caption Information
- --------------------------------- -----------
1. Cover Page Prospectus - Cover
Page
2. Synopsis Prospectus - Expense
Information
3. Condensed Financial Information Prospectus -
Financial Highlights
4. General Description of Registrant Prospectus - Investment
Objective and
Policies; Management of
the Fund; The Trust
5. Management of the Fund Prospectus -
Management of the Fund
6. Capital Stock and Other Securities Prospectus -
Investment Objective and
Policies;
Dividends, Distributions
and Taxation; The Trust
7. Purchase of Securities Being
Offered Prospectus - Distribution
Plans; Fund
Share Alternatives; Share
Price; How to Buy Fund Shares;
Shareholder Services
8. Redemption or Repurchase Prospectus - Fund
Share Alternatives;
How to Sell Fund Shares;
Shareholder Services
9. Pending Legal Proceedings Not Applicable
<PAGE>
10. Cover Page Statement of
Additional Information -
Cover Page
11. Table of Contents Statement of
Additional Information -
Cover Page
12. General Information and History Statement of
Additional Information -
Cover Page;
Description of Shares
13. Investment Objectives and Policies Statement of
Additional Information -
Investment Policies and
Restrictions
14. Management of the Fund Statement of
Additional Information -
Management of the Funds;
Investment Adviser
15. Control Persons and Principal Holders
of Securities Statement of
Additional Information -
Management of the Fund
16. Investment Advisory and Other
Services Statement of
Additional Information -
Management of the Funds;
Investment Adviser;Shareholder
Servicing/Transfer Agent;
Underwriting Agreement and
Distribution Plans;Custodian;
Independent
Public Accountants
17. Brokerage Allocation and Other
Practices Statement of
Additional Information -
Portfolio Transactions
18. Capital Stock and Other Securities Statement of
Additional Information -
Description of Shares; Certain
Liabilities
<PAGE>
19. Purchase, Redemption and Pricing of
Securities Being Offered Statement of
Additional Information -
Determination of Net Asset
Value; Letter of Intention;
Systematic Withdrawal Plan;
20. Tax Status Statement of
Additional Information -
Tax Status and Dividends
21. Underwriters Statement of
Additional Information -
Principal Underwriter
22. Calculation of Performance Data Statement of
Additional Information -
Investment Results
23. Financial Statements Statement of
Additional Information -
Financial Statements
<PAGE>
Pioneer Capital
Growth Fund
Class A, Class B and Class C Shares
Prospectus
February 28, 1997
Pioneer Capital Growth Fund (the "Fund") seeks capital appreciation by
investing in a diversified portfolio of securities consisting primarily of
common stocks. Any current income generated from these securities is incidental
to the investment objective of the Fund.
In order to achieve its investment objective, the Fund may invest a
significant portion of its assets in foreign securities. See "Investment
Objective and Policies" in this Prospectus. There is no assurance that the
Fund will achieve its investment objective. The Fund is one of three series
of Pioneer Growth Trust (the "Trust").
Fund returns and share prices fluctuate and the value of your account upon
redemption may be more or less than your purchase price. Shares in the Fund are
not deposits or obligations of, or guaranteed or endorsed by, any bank or other
depository institution, and the shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other government
agency.
This Prospectus provides information about the Fund that you should know
before investing. Please read and retain it for your future reference. More
information about the Fund is included in the Statement of Additional
Information, also dated February 28, 1997, which is incorporated into this
Prospectus by reference. A copy of the Statement of Additional Information may
be obtained free of charge by calling Shareholder Services at 1-800-225-6292 or
by written request to the Trust at 60 State Street, Boston, Massachusetts 02109.
Additional information about the Trust has been filed with the Securities and
Exchange Commission (the "SEC") and is available upon request and without
charge.
TABLE OF CONTENTS PAGE
- ------------------------------------------------------------------------------
I. EXPENSE INFORMATION ......................................... 2
II. FINANCIAL HIGHLIGHTS ......................................... 3
III. INVESTMENT OBJECTIVE AND POLICIES ............................ 4
IV. MANAGEMENT OF THE FUND ...................................... 5
V. FUND SHARE ALTERNATIVES ...................................... 6
VI. SHARE PRICE ................................................. 7
VII. HOW TO BUY FUND SHARES ...................................... 7
VIII. HOW TO SELL FUND SHARES ...................................... 10
IX. HOW TO EXCHANGE FUND SHARES .................................. 11
X. DISTRIBUTION PLANS ........................................... 12
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION ....................... 13
XII. SHAREHOLDER SERVICES ......................................... 13
Account and Confirmation Statements ......................... 14
Additional Investments ...................................... 14
Automatic Investment Plans .................................. 14
Financial Reports and Tax Information ....................... 14
Distribution Options ........................................ 14
Directed Dividends ......................................... 14
Direct Deposit .............................................. 14
Voluntary Tax Withholding ................................... 14
Telephone Transactions and Related
Liabilities ................................................ 14
FactFone(SM) ............................................... 15
Retirement Plans ........................................... 15
Telecommunications Device for the Deaf (TDD) ............... 15
Systematic Withdrawal Plans ................................ 15
Reinstatement Privilege (Class A shares only) ............... 15
XIII. THE TRUST .................................................... 15
XIV. INVESTMENT RESULTS ........................................... 16
APPENDIX--CERTAIN INVESTMENT PRACTICES ....................... 17
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
1
<PAGE>
I. EXPENSE INFORMATION
This table is designed to help you understand the charges and expenses that
you, as a shareholder, will bear directly or indirectly when you invest in the
Fund. The table reflects annual operating expenses based on actual expenses
incurred for the fiscal year ended October 31, 1996. For Class C shares,
operating expenses are based on expenses that would have been incurred if Class
C shares had been outstanding for the entire fiscal year ended October 31, 1996.
Shareholder Transaction Expenses: Class A Class B Class C+
Maximum Initial Sales Charge on
Purchases (as a percentage of
offering price) ........................... 5.75%(1) None None
Maximum Sales Charge on
Reinvestment of Dividends .................. None None None
Maximum Deferred Sales Charge (as a
percentage of purchase price or
redemption proceeds, as applicable) ........ None(1) 4.00% 1.00%
Redemption fee(2) ............................ None None None
Exchange fee ................................. None None None
Annual Operating Expenses
(As a Percentage of Average
Net Assets):
Management fee ............................... 0.52% 0.52% 0.52%
12b-1 fees .................................. 0.25% 1.00% 1.00%
Other Expenses (including accounting and
transfer agent fees, custodian fees and
printing expenses) .......................... 0.23% 0.26% 0.22%
---- ---- ----
Total Operating Expenses: .................... 1.00% 1.78% 1.74%
==== ==== ====
+ Class C shares were first offered on January 31, 1996.
1 Purchases of $1 million or more and purchases by participants in certain
group plans are not subject to an initial sales charge but may be subject to
a contingent deferred sales charge ("CDSC") as further described under "How
to Sell Fund Shares."
2 Separate fees (currently $10 and $20, respectively) apply to domestic and
international wire transfers of redemption proceeds.
Example:
You would pay the following expenses on a $1,000 investment assuming a 5%
annual return, reinvestment of all dividends and distributions and that the
percentage amounts listed under "Annual Operating Expenses" remain the same each
year.
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Class A Shares $67 $88 $110 $173
Class B Shares*
- --Assuming complete redemption at
end of period $58 $86 $116 $189
- --Assuming no redemption $18 $56 $ 96 $189
Class C Shares**
- --Assuming complete redemption at
end of period $28 $55 $ 94 $205
- --Assuming no redemption $18 $55 $ 94 $205
* Class B shares convert to Class A shares eight years after purchase;
therefore, Class A share expenses are used after year eight.
** Class C shares redeemed during the first year after purchase are subject to a
1% CDSC.
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.
For further information regarding management fees, 12b-1 fees and other
expenses of the Fund, see "Management of the Fund," "Distribution Plans" and
"How To Buy Fund Shares" in this Prospectus and "Management of the Funds" and
"Underwriting Agreement and Distribution Plans" in the Statement of Additional
Information. The Fund's payment of a Rule 12b-1 fee may result in long-term
shareholders indirectly paying more than the economic equivalent of the maximum
sales charge permitted under the Conduct Rules of the National Association of
Securities Dealers, Inc. ("NASD").
The maximum initial sales charge is reduced on purchases of specified larger
amounts of Class A shares and the value of shares owned in other Pioneer mutual
funds is taken into account in determining the applicable initial sales charge.
See "How to Buy Fund Shares." No sales charge is applied to exchanges of shares
of the Fund for shares of other publicly available Pioneer mutual funds. See
"How to Exchange Shares."
2
<PAGE>
II. FINANCIAL HIGHLIGHTS
The following information has been audited by Arthur Andersen LLP,
independent public accountants. Arthur Andersen LLP's report on the Fund's
financial statements as of October 31, 1996 appears in the Fund's Annual Report
which is incorporated by reference into the Statement of Additional Information.
The information listed below should be read in conjunction with the financial
statements contained in the Annual Report. The Annual Report includes more
information about the Fund's performance and is available free of charge by
calling Shareholder Services at 1-800-225-6292.
Pioneer Capital Growth Fund
Selected Data for a Class A Share Outstanding Throughout Each Period:
<TABLE>
<CAPTION>
For the Year Ended October 31,
---------------------------------------------------------------------
1996 1995 1994 1993 1992 1991
----------- --------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period ........................ $ 19.42 $ 17.26 $ 16.17 $ 12.42 $ 11.58 $ 7.50
---------- -------- -------- -------- ------- -------
Increase (decrease) from
investment operations:
Net investment income (loss) ... $ 0.08 $ 0.08 $ (0.05) $ (0.02) $ (0.01) $ 0.07
Net realized and unrealized
gain (loss) on investments .... 2.31 3.03 2.80 4.43 1.21 4.01
---------- -------- -------- -------- ------- -------
Net increase (decrease) from
investment operations ........ $ 2.39 $ 3.11 $ 2.75 $ 4.41 $ 1.20 $ 4.08
Distribution to shareholders
from:
Net investment income ......... (0.09) -- -- -- (0.04) --
Net realized capital gains ..... (1.87) (0.95) (1.66) (0.66) (0.32) --
---------- -------- -------- -------- ------- -------
Net increase (decrease) in net
asset value ................... $ 0.43 $ 2.16 $ 1.09 $ 3.75 $ 0.84 $ 4.08
---------- -------- -------- -------- ------- -------
Net asset value, end of period .. $ 19.85 $ 19.42 $ 17.26 $ 16.17 $ 12.42 $ 11.58
========== ======== ======== ======== ======= =======
Total return* ................... 13.12% 19.32% 19.03% 36.59% 10.88% 54.40%
Ratio of net operating expenses
to average net assets ......... 1.02%+ 1.16%+ 1.26% 1.27% 1.48% 1.69%
Ratio of net investment income
to average net assets ......... 0.43%+ 0.53%+ (0.44%) (0.26%) (0.20%) 0.69%
Portfolio turnover rate ......... 37% 59% 47% 68% 62% 38%
Average commission rate paid(1) . $ 0.0518 -- -- -- -- --
Net assets, end of period (in
thousands) ................... $1,299,611 $845,415 $405,904 $194,670 $75,796 $21,013
Ratios assuming no reduction of
fees or expenses by Pioneering
Management Corporation
Net operating expenses ......... -- -- -- -- -- 2.78%
Net investment income (loss) .. -- -- -- -- -- (0.40%)
Ratios assuming reduction for
fees paid indirectly:
Net operating expenses .......... 1.00% 1.14% -- -- -- --
Net investment income (loss) .. 0.45% 0.55% -- -- -- --
</TABLE>
7/25/90
(Commencement
of
Operations)
to
10/31/90
------------
Net asset value, beginning of period .......................... $ 10.50
-------
Increase (decrease) from investment operations:
Net investment income (loss) ................................. $ (0.04)
Net realized and unrealized gain (loss) on investments ....... (2.96)
------------
Net increase (decrease) from investment operations .......... $ (3.00)
Distribution to shareholders from:
Net investment income ........................................ --
Net realized capital gains .................................... --
------------
Net increase (decrease) in net asset value .................... $ (3.00)
------------
Net asset value, end of period ................................. $ 7.50
============
Total return* .................................................. (28.57%)
Ratio of net operating expenses to average net assets .......... 7.12%**
Ratio of net investment income to average net assets ........... (2.18%)**
Portfolio turnover rate ........................................ 0%
Average commission rate paid(1) ............................... --
Net assets, end of period (in thousands) ....................... $ 2,483
Ratios assuming no reduction of fees or expenses by
Pioneering Management Corporation
Net operating expenses .................................... --
Net investment income (loss) .............................. --
Ratios assuming reduction for fees paid indirectly:
Net operating expenses .................................... --
Net investment income (loss) .............................. --
Selected Data for a Class B Share Outstanding Throughout Each Period:
<TABLE>
<CAPTION>
For the Year Ended
October 31,
April 4, 1994 to
1996 1995 October 31, 1994
--------- --------- -----------------
<S> <C> <C> <C>
Net asset value, beginning of period ................. $ 19.20 $ 17.20 $ 14.94
--------- --------- -----------------
Increase (decrease) from investment operations:
Net investment income (loss) ........................ $ (0.04) $ (0.01) $ (0.04)
Net realized and unrealized gain (loss) on investments 2.26 2.96 2.30
--------- --------- -----------------
Net increase (decrease) from investment operations ... $ 2.22 $ 2.95 $ 2.26
Distribution to shareholders:
From net investment income .......................... (0.02) (0.95) --
--------- --------- -----------------
From net realized gain .............................. (1.87) $ 2.00 $ 2.26
--------- --------- -----------------
Net increase (decrease) in net asset value .......... $ 0.33 -- --
Net asset value, end of period ....................... $ 19.53 $ 19.20 $ 17.20
========= ========= =================
Total return* ........................................ 12.27% 18.42% 15.13%**
Ratio of net operating expenses to average net assets 1.79%+ 1.93%+ 2.04%**
Ratio of net investment income (loss) to average
net assets ........................................ (0.35)%+ (0.18%)+ (1.12%)**
Portfolio turnover rate .............................. 37% 59% 47%
Average commission rate paid(1) ...................... $ 0.0518 -- --
Net assets, end of period (in thousands) ............. $589,188 $311,672 $42,459
Ratios assuming reduction for fees paid indirectly:
Net operating expenses .............................. 1.78% 1.88% --
Net investment income loss .......................... (0.34)% (0.13%) --
</TABLE>
*Assumes initial investment at net asset value at the beginning of each period,
reinvestment of distributions, the complete redemption of the investment at
net asset value at the end of each period and no sales charge. Total return
would be reduced if sale charges were taken into account.
**Annualized.
+Ratio assuming no reduction for fees paid indirectly.
(1)Amount represents the rate of commissions paid per share on the Fund's
exchange listed security transactions.
3
<PAGE>
Selected Data for a Class C Share Outstanding Throughout Each Period(a):
<TABLE>
<CAPTION>
For the period
January 31, 1996
through
October 31, 1996
<S> <C>
Net asset value, beginning of period ...................... $ 18.69
-------
Increase (decrease) from investment operations:
Net investment income (loss) ............................. $ (0.02)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions .......... 0.86
------
Net increase (decrease) in net asset value ............... $ 0.84
Net asset value, end of period ............................ $ 19.53
Total return* ............................................. 4.50%
Ratio of net operating expenses to average net assets ..... 1.79%**+
Ratio of net investment income (loss) to average net
assets .................................................. (0.39)%**+
Portfolio turnover rate ................................... 37%
Average commission rate paid(1) .......................... $0.0518
Net assets, end of period (in thousands) .................. $27,202
Ratios assuming reduction for fees paid indirectly
Net operating expenses ................................... 1.74%**
Net investment income (loss) ............................. (0.34)%**
</TABLE>
(a)Class C shares were first publicly offered on January 31, 1996.
*Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales charge.
Total return would be reduced if sale charges were taken into account.
**Annualized.
+Ratio assuming no reduction for fees paid indirectly.
(1)Amount represents the rate of commissions paid per share on the Fund's
exchange listed security transactions.
III. INVESTMENT OBJECTIVE AND POLICIES
The Fund is managed in accordance with the value investment philosophy of
Pioneering Management Corporation ("PMC"), the Fund's investment adviser. This
approach consists of developing a diversified portfolio of securities consistent
with the Fund's investment objective and selected primarily on the basis of
PMC's judgment that the securities have an underlying value, or potential value,
which exceeds their current prices. The analysis and quantification of the
economic worth, or basic value, of individual companies reflects PMC's
assessment of a company's assets and the company's prospects for earnings growth
over the next 1-1/2-to-3 years. PMC relies primarily on the knowledge,
experience and judgment of its own research staff, but also receives and uses
information from a variety of outside sources, including brokerage firms,
electronic data bases, specialized research firms and technical journals.
The investment objective of the Fund is to seek capital appreciation by
investing in a diversified portfolio of securities consisting primarily of
common stocks.
In addition to common stocks, the Fund also invests in securities with common
stock characteristics, such as convertible bonds and preferred stocks. While
there is no requirement to do so, the Fund generally invests at least 80% of its
assets in common stocks and limits investments in foreign securities to no more
than 25% of its assets. Any current income produced by a security is not a
primary factor in the selection of investments. The Fund's portfolio often
includes a number of securities which are owned by other equity mutual funds
managed by PMC. See "Investment Policies and Restrictions" in the Statement of
Additional Information for more information.
The Fund's fundamental investment objective and the fundamental investment
restrictions set forth in the Statement of Additional Information may not be
changed without shareholder approval. Certain other investment policies and
strategies and restrictions on investment are noted throughout the Prospectus
and are set forth in the Statement of Additional Information. These investment
policies and strategies and restrictions may be changed at any time by a vote of
the Board of Trustees.
The Fund is substantially fully invested at all times. It is the policy of
the Fund not to engage in trading for short-term profits. Nevertheless, changes
in the portfolio will be made promptly when determined to be advisable by reason
of developments not foreseen at the time of the initial investment decision, and
usually without reference to the length of time a security has been held.
Accordingly, portfolio turnover rate is not considered a limiting factor in the
execution of investment decisions. See "Financial Highlights" for the Fund's
actual turnover rate. Short-term, temporary investments do not normally
represent more than 10% of the Fund's assets. A short-term investment is
considered to be an investment with a maturity of one year or less from the date
of issuance.
The Fund may enter into repurchase agreements, not to exceed seven days, with
broker-dealers and any member bank of the Federal Reserve System. The Board of
Trustees of the Trust will review and monitor the creditworthiness of any
institution which enters into a repurchase agreement with the Fund. Such
repurchase agreements will be fully collateralized with United States ("U.S.")
Treasury and/or agency obligations with a market value of not less than 100% of
the obligations, valued daily. Collateral will be held by the Fund's custodian
in a segregated, safekeeping account for the benefit of the Fund. In the event
that a repurchase agreement is not fulfilled, the Fund could suffer a loss to
the extent that the value of the collateral falls below the repurchase price.
4
<PAGE>
The Fund may lend portfolio securities to member firms of the New York Stock
Exchange (the "Exchange"). As with other extensions of credit, there are risks
of delay in recovery or even loss of rights in the collateral should the
borrower of the securities fail financially. The Fund will lend portfolio
securities only to firms which have been approved in advance by the Board of
Trustees, which will monitor the creditworthiness of any such firms. At no time
will the value of the securities loaned exceed 30% of the value of the Fund's
total assets. These investment strategies are also described in the Statement of
Additional Information.
In pursuit of its objective, Fund may employ certain active investment
management techniques including forward foreign currency exchange contracts,
options and futures contracts on currencies, securities and securities indices
and options on such futures contracts. These techniques may be employed in an
attempt to hedge foreign currency and other risks associated with the Fund's
portfolio securities. The risks associated with the Fund's transactions in
options and futures, which are considered to be derivative securities, may
include some or all of the following: market risk, leverage and volatility risk,
correlation risk, credit risk and liquidity and valuation risk. See the Appendix
to this Prospectus and the Statement of Additional Information for a description
of these investment practices and associated risks.
Risk Factors
The Fund may invest in securities issued by foreign companies. Investing in
securities of foreign companies involves certain considerations and risks which
are not typically associated with investing in securities of domestic companies.
Foreign companies are not subject to uniform accounting, auditing and financial
standards and requirements comparable to those applicable to U.S. companies.
There may also be less publicly available information about foreign companies
compared to reports and ratings published about U.S. companies. In addition,
foreign securities markets have substantially less volume than domestic markets
and securities of some foreign companies are less liquid and more volatile than
securities of comparable U.S. companies. There may also be less government
supervision and regulation of foreign securities exchanges, brokers and listed
companies than exists in the U.S. Dividends or interest paid by foreign issuers
may be subject to withholding and other foreign taxes which will decrease the
net return on such investments as compared to dividends or interest paid to the
Fund by domestic companies. Finally, there may be the possibility of
expropriations, confiscatory taxation, political, economic or social instability
or diplomatic developments which could adversely affect assets of the Fund held
in foreign countries.
The value of foreign securities may also be adversely affected by
fluctuations in the relative rates of exchange between the currencies of
different nations and by exchange control regulations. For example, the value of
a foreign security held by the Fund as measured in U.S. dollars will decrease if
the foreign currency in which the security is denominated declines in value
against the U.S. dollar. In such event, this will cause an overall decline in
the Fund's net asset value and may also reduce net investment income and capital
gains, if any, to be distributed in U.S.
dollars to shareholders of the Fund.
Although the Fund may invest in securities with any size capitalization, it
currently has substantial holdings in small capitalization ("cap") companies.
While small cap company securities may offer a greater capital appreciation than
investments in mid or large cap company securities, they may also present
greater risks. Small cap company securities tend to be more sensitive to changes
in earnings expectations and have lower trading volumes than mid or large cap
companies and, as a result, they may experience more abrupt and erratic price
movements. Portfolio holdings will, however, vary over time.
IV. MANAGEMENT OF THE FUND
The Board of Trustees of the Trust has overall responsibility for management
and supervision of the Fund. There are currently eight Trustees, six of whom are
not "interested persons" of the Trust as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). The Board meets at least quarterly. By
virtue of the functions performed by PMC as investment adviser, the Fund
requires no employees other than its executive officers, all of whom receive
their compensation from PMC or other sources. The Statement of Additional
Information contains the names and general business and professional background
of each Trustee and executive officer of the Trust.
Investment advisory services are provided to the Fund by PMC pursuant to a
management contract between PMC and the Trust, on behalf of the Fund. PMC
serves as investment adviser to the Fund and is responsible for the overall
management of the Fund's business affairs, subject only to the authority of
the Board of Trustees. PMC is a wholly-owned subsidiary of The Pioneer Group,
Inc. ("PGI"), a publicly-traded Delaware corporation. Pioneer Funds
Distributor, Inc. ("PFD"), an indirect wholly-owned subsidiary of PGI, is the
principal underwriter of the Fund.
Mr. David Tripple, President and Chief Investment Officer of PMC and
Executive Vice President of the Fund, has general responsibility for PMC's
investment operations and chairs a committee of PMC's equity managers which
reviews PMC's research and portfolio operations, including those of the Fund.
Mr. Tripple joined PMC in 1974.
Research and management for the Fund is the responsibility of a team of
portfolio managers and analysts focusing on domestic equity securities,
including special equities and smaller companies. Members of the team meet
regularly to discuss holdings, prospective investments and portfolio
composition.
Day-to-day management of the Fund has been the responsibility of Mr. J.
Rodman Wright, a Vice President of PMC and former assistant portfolio manager
for the Fund, since January 24, 1997. Mr. Wright joined PMC in 1994 and has
nine years of investment experience.
In addition to the Fund, PMC also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. PMC's and PFD's executive offices are located at 60
State
5
<PAGE>
Street, Boston, Massachusetts 02109. In an effort to avoid conflicts of interest
with the Trust, the Trust and PMC have adopted a Code of Ethics that is designed
to maintain a high standard of personal conduct by directing that all personnel
defer to the interests of the Trust and its shareholders in making personal
securities transactions.
Under the terms of its contract with the Trust, PMC assists in the management
of the Fund and is authorized in its discretion to buy and sell securities for
the account of the Fund. PMC pays all the expenses, including executive salaries
and the rental of certain office space, related to its services for the Fund,
with the exception of the following which are to be paid by the Fund: (a)
charges and expenses for fund accounting, pricing and appraisal services and
related overhead, including, to the extent such services are performed by
personnel of PMC or its affiliates, office space and facilities and personnel
compensation, training and benefits; (b) the charges and expenses of auditors;
(c) the charges and expenses of any custodian, transfer agent, plan agent,
dividend disbursing agent and registrar appointed by the Trust with respect to
the Fund; (d) issue and transfer taxes, chargeable to the Fund in connection
with securities transactions to which the Fund is a party; (e) insurance
premiums, interest charges, dues and fees for membership in trade associations,
and all taxes and corporate fees payable by the Fund to federal, state or other
governmental agencies; (f) fees and expenses involved in registering and
maintaining registrations of the Fund and/or its shares with regulatory
agencies, individual states or blue sky securities agencies, territories and
foreign countries, including the preparation of Prospectuses and Statements of
Additional Information for filing with regulatory agencies; (g) all expenses of
shareholders' and Trustees' meetings and of preparing, printing and distributing
prospectuses, notices, proxy statements and all reports to shareholders and to
governmental agencies; (h) charges and expenses of legal counsel to the Fund and
the Trustees; (i) distribution fees paid by the Fund in accordance with Rule
12b-1 promulgated by the SEC pursuant to the 1940 Act; (j) compensation of those
Trustees of the Trust who are not affiliated with or interested persons of PMC,
the Trust (other than as Trustees), PGI or PFD; (k) the cost of preparing and
printing share certificates; and (l) interest on borrowed money, if any. In
addition to the expenses described above, the Fund shall pay all brokers' and
underwriting commissions chargeable to the Fund in connection with securities
transactions to which the Fund is a party.
Orders for the Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances in which two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker-dealer provides investment research or brokerage services or sells shares
of any Pioneer mutual fund or other funds for which PMC or any other affiliate
or subsidiary serves as investment adviser or manager. See the Statement of
Additional Information for a further description of PMC's brokerage allocation
practices.
As compensation for its management services and certain expenses which PMC
incurs, PMC is entitled to a management fee equal to 0.65% per annum 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.
The fee is normally computed daily and paid monthly. See "Expense Information"
in this Prospectus and "Investment Adviser" in the Statement of Additional
Information.
John F. Cogan, Jr., Chairman and President of the Trust, Chairman of PFD,
President and a Director of PGI and Chairman and a Director of PMC, owned
approximately 14% of the outstanding capital stock of PGI as of the date of this
Prospectus.
V. FUND SHARE ALTERNATIVES
The Fund continuously offers three Classes of shares designated as Class A,
Class B and Class C shares, as described more fully in "How to Buy Fund Shares."
If you do not specify in your instructions to the Fund which Class of shares you
wish to purchase, exchange or redeem, the Fund will assume that your
instructions apply to Class A shares.
Class A Shares. If you invest less than $1 million in Class A shares, you
will pay an initial sales charge. Certain purchases may qualify for reduced
initial sales charges. If you invest $1 million or more in Class A shares, no
sales charge will be imposed at the time of purchase; however, shares redeemed
within 12 months of purchase may be subject to a CDSC. Class A shares are
subject to distribution and service fees at a combined annual rate of up to
0.25% of the Fund's average daily net assets attributable to Class A shares.
Class B Shares. If you plan to invest up to $250,000, Class B shares are
available to you. Class B shares are sold without an initial sales charge, but
are subject to a CDSC of up to 4% if redeemed within six years. Class B shares
are subject to distribution and service fees at a combined annual rate of 1% of
the Fund's average daily net assets attributable to Class B shares. Your entire
investment in Class B shares is available to work for you from the time you make
your investment, but the higher distribution fee paid by Class B shares will
cause your Class B shares (until conversion) to have a higher expense ratio and
to pay lower dividends, to the extent dividends are paid, than Class A shares.
Class B shares will automatically convert to Class A shares, based on relative
net asset value, eight years after the initial purchase.
Class C Shares. Class C shares are sold without an initial sales charge, but
are subject to a 1% CDSC if they are redeemed within the first year after
purchase. Class C shares are subject to distribution and service fees at a
combined annual rate of up to 1% of the Trust's average daily net assets
attributable to Class C shares. Your entire investment in Class C shares is
available to work for you from the time you make your investment, but the higher
distribution fee paid by Class C shares will cause your Class C shares to have a
higher expense ratio and to pay lower dividends, to the extent dividends are
paid, than Class A shares. Class C shares have no conversion feature.
Selecting a Class of Shares. The decision as to which Class to purchase
depends on the amount you invest, the intended length of the investment and
your personal situation. If you are making an investment that qualifies for
reduced sales charges,
6
<PAGE>
you might consider Class A shares. If you prefer not to pay an initial sales
charge on an investment of $250,000 or less and you plan to hold the investment
for at least six years, you might consider Class B shares. If you prefer not to
pay an initial sales charge and you plan to hold your investment for one to
eight years, you may prefer Class C shares.
Investment dealers or their representatives may receive different
compensation depending on which Class of shares they sell. Shares may be
exchanged only for shares of the same Class of another Pioneer mutual fund and
shares acquired in the exchange will continue to be subject to any CDSC
applicable to the shares of the Pioneer mutual fund originally purchased. Shares
sold outside the U.S. to persons who are not U.S. citizens may be subject to
different sales charges, CDSCs and dealer compensation arrangements in
accordance with local laws and business practices.
VI. SHARE PRICE
Shares of the Fund are sold at the public offering price, which is the net
asset value per share, plus the applicable sales charge. Net asset value per
share of each Class of the Fund is determined by dividing the value of its
assets, less liabilities attributable to that Class, by the number of shares of
that Class outstanding. The net asset value is computed once daily, on each day
the Exchange is open, as of the close of regular trading on the Exchange.
Securities are valued at the last sale price on the principal exchange or
market where they are traded. Securities which have not traded on the date of
valuation or securities for which sales prices are not generally reported are
valued at the mean between the current bid and asked prices. Securities quoted
in foreign currencies are converted to U.S. dollars utilizing foreign exchange
rates employed by the Fund's independent pricing services. Generally, trading in
foreign securities is substantially completed each day at various times prior to
the close of the Exchange. The values of such securities used in computing the
net asset value of the Fund's shares are determined as of such times. Foreign
currency exchange rates are also generally determined prior to the close of the
Exchange. Occasionally, events which affect the values of such securities and
such exchange rates may occur between the times at which they are determined and
the close of the Exchange and will therefore not be reflected in the computation
of the Fund's net asset value. If events materially affecting the value of such
securities occur during such period, then these securities are valued at their
fair value as determined in good faith by the Trustees. All assets of the Fund
for which there is no other readily available valuation method are valued at
their fair value as determined in good faith by the Trustees.
VII. HOW TO BUY FUND SHARES
You may buy Fund shares from any securities broker-dealer which has a sales
agreement with PFD. If you do not have a securities broker-dealer, please call
1-800-225-6292. Shares will be purchased at the public offering price, that is,
the net asset value per share plus any applicable sales charge, next computed
after receipt of a purchase order, except as set forth below.
The minimum initial investment is $1,000 for Class A, Class B and Class C
shares except as specified below. The minimum initial investment is $50 for
Class A accounts being established to utilize monthly bank drafts, government
allotments, payroll deduction and other similar automatic investment plans.
Separate minimum investment requirements apply to retirement plans and to
telephone and wire orders placed by broker-dealers; no sales charges or minimum
requirements apply to the reinvestment of dividends or capital gains
distributions. The minimum subsequent investment is $50 for Class A shares and
$500 for Class B and Class C shares except that the subsequent minimum
investment amount for Class B and Class C share accounts may be as little as $50
if an automatic investment plan (see "Automatic Investment Plans") is
established.
Telephone Purchases. Your account is automatically authorized to have the
telephone purchase privilege unless you indicate otherwise on your Account
Application or by writing to Pioneering Services Corporation ("PSC"). The
telephone purchase option may be used to purchase additional shares for an
existing mutual fund account; it may not be used to establish a new account.
Proper account identification will be required for each telephone purchase. A
maximum of $25,000 per account may be purchased by telephone each day. The
telephone purchase privilege is available to Individual Retirement Accounts
("IRAs") but may not be available to other types of retirement plan accounts.
Call PSC for more information.
You are strongly urged to consult with your financial representative prior to
requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank account of record by completing the appropriate section of
your Account Application or an Account Options Form. PSC will electronically
debit the amount of each purchase from this predesignated bank account.
Telephone purchases may not be made for 30 days after the establishment of your
bank of record or any change to your bank information.
Telephone purchases will be priced at the net asset value plus any applicable
sales charge next determined after PSC's receipt of a telephone purchase
instruction and receipt of good funds (usually three days after the purchase
instruction). You may always elect to deliver purchases to PSC by mail. See
"Telephone Transactions and Related Liabilities" for additional information.
Class A Shares
You may buy Class A shares at the public offering price, including a sales
charge, as follows:
Sales Charge as a % of Dealer
---------------------- Allowance
Net as a % of
Offering Amount Offering
Amount of Purchase Price Invested Price
--------------------------------------- --------- ---------- -----------
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than $100,000 4.50 4.71 4.00
$100,000 but less than $250,000 3.50 3.63 3.00
$250,000 but less than $500,000 2.50 2.56 2.00
$500,000 but less than $1,000,000 2.00 2.04 1.75
$1,000,000 or more -0- -0- see below
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The schedule of sales charges above is applicable to purhases of Class A
shares of the Fund by (i) an individual, (ii) an individual and his or her
spouse and children under the age of 21 and (iii) a trustee or other fiduciary
of a trust estate or fiduciary account or related trusts or accounts including
pension, profit-sharing and other employee benefit trusts qualified under
Section 401 or 408 of the Internal Revenue Code of 1986, as amended (the
"Code"), although more than one beneficiary is involved. The sales charges
applicable to a current purchase of Class A shares of the Fund by a person
listed above is determined by adding the value of shares to be purchased to the
aggregate value (at the then current offering price) of shares of any of the
other Pioneer mutual funds previously purchased and then owned, provided PFD is
+notified by such person or his or her broker-dealer each time a purchase is
made which would qualify. Pioneer mutual funds include all mutual funds for
which PFD serves as principal underwriter. At the sole discretion of PFD,
holdings of funds domiciled outside the U.S., but which are managed by
affiliates of PMC, may be included for this purpose.
No sales charge is payable at the time of purchase on investments of $1
million or more or for purchases by participants in certain group plans
(described below) subject to a CDSC of 1% which may be imposed in the event of a
redemption of Class A shares within 12 months of purchase. See "How to Sell Fund
Shares." PFD may, in its discretion, pay a commission to broker-dealers who
initiate and are responsible for such purchases as follows: 1% on the first $5
million invested; 0.50% on the next $45 million; and 0.25% on the excess over
$50 million. These commissions will not be paid if the purchaser is affiliated
with the broker-dealer or if the purchase represents the reinvestment of a
redemption made during the previous 12 calendar months. Broker-dealers who
receive a commission in connection with Class A share purchases at net asset
value by 401(a) or 401(k) retirement plans with 1,000 or more eligible
participants or with at least $10 million in plan assets will be required to
return any commission paid or a pro rata portion thereof if the retirement plan
redeems its shares within 12 months of purchase. See also "How to Sell Fund
Shares." In connection with PGI's acquisition of Mutual of Omaha Fund Management
Company and contingent upon the achievement of certain sales objectives, PFD may
pay to Mutual of Omaha Investor Services, Inc. 50% of PFD's retention of any
sales commission on sales of the Fund's Class A shares through such dealer. From
time to time, PFD may elect to reallow the entire initial sales charge to
participating dealers for all Class A sales with respect to which orders are
placed during a particular period. Dealers to whom substantially the entire
sales charge is reallowed may be deemed to be underwriters under the federal
securities laws.
Qualifying for a Reduced Sales Charge. Class A shares of the Fund may be sold
at a reduced or eliminated sales charge to certain group plans ("Group Plans")
under which a sponsoring organization makes recommendations to, permits group
solicitation of, or otherwise facilitates purchases by, its employees, members
or participants. Class A shares of the Fund may be sold at net asset value
without a sales charge to 401(k) retirement plans with 100 or more participants
or at least $500,000 in plan assets. Information about such arrangements is
available from PFD.
Class A shares of the Fund may also be sold at net asset value per share
without a sales charge to: (a) current or former Trustees and officers of the
Fund and partners and employees of its legal counsel; (b) current or former
directors, officers, employees or sales representatives of PGI or its
subsidiaries; (c) current or former directors, officers, employees or sales
representatives of any subadviser or predecessor investment adviser to any
investment company for which PMC serves as investment adviser, and the
subsidiaries or affiliates of such persons; (d) current or former officers,
partners, employees or registered representatives of broker-dealers which have
entered into sales agreements with PFD; (e) members of the immediate families of
any of the persons above; (f) any trust, custodian, pension, profit-sharing or
other benefit plan of the foregoing persons; (g) insurance company separate
accounts; (h) certain "wrap accounts" for the benefit of clients of financial
planners adhering to standards established by PFD; (i) other funds and accounts
for which PMC or any of its affiliates serves as investment adviser or manager;
and (j) certain unit investment trusts. Shares so purchased are purchased for
investment purposes and may not be resold except through redemption or
repurchase by or on behalf of the Fund. The availability of this privilege is
conditioned upon the receipt by PFD of written notification of eligibility.
Class A shares of the Fund may be sold at net asset value per share without a
sales charge to Optional Retirement Program (the "Program") participants if (i)
the employer has authorized a limited number of investment company providers for
the Program, (ii) all authorized investment company providers offer their shares
to Program participants at net asset value, (iii) the employer has agreed in
writing to actively promote the authorized investment providers to Program
participants and (iv) the Program provides for a matching contribution for each
participant contribution. Class A shares of the Fund may also be sold at net
asset value without a sales charge in connection with certain reorganization,
liquidation or acquisition transactions involving other investment companies or
personal holding companies.
Reduced sales charges are available for purchases of $50,000 or more of Class
A shares (excluding any reinvestments of dividends and capital gains
distributions) made within a 13-month period pursuant to a Letter of Intent
("LOI") which may be established by completing the Letter of Intent section of
the Account Application. The reduced sales charge will be the charge that would
be applicable to the purchase of the specified amount of Class A shares as if
the shares had all been purchased at the same time. A purchase not made pursuant
to an LOI may be included if the LOI is submitted to PSC within 90 days of such
purchase. You may also obtain the reduced sales charge by including the value
(at current offering price) of all your Class A shares in the Fund and all other
Pioneer mutual funds held of record as of the date of your LOI in the amount
used to determine the applicable sales charge for the Class A shares to be
purchased under the LOI. Five percent of your total intended purchase amount
will be held in escrow by PSC, registered in your name, until the terms of the
LOI are fulfilled.
You are not obligated to purchase the amount specified in your LOI. If,
however, the amount actually purchased during the
8
<PAGE>
13-month period is more or less than that indicated in your LOI, an adjustment
in the sales charge will be made. If a payment to cover actual sales charges is
due, it must be paid to PFD within 20 days after PFD or your dealer sends you a
written request or PFD will direct PSC to liquidate sufficient shares from your
escrow account to cover the amount due. See the Statement of Additional
Information for more information.
Investors who are clients of a broker-dealer with a current sales agreement
with PFD may purchase Class A shares of the Fund at net asset value, without a
sales charge, to the extent that the purchase price is paid out of proceeds from
one or more redemptions by the investor of shares of certain other mutual funds.
In order for a purchase to qualify for this privilege, the investor must
document to the broker-dealer that the redemption occurred within the 60 days
immediately preceding the purchase of Class A shares; that the client paid a
sales charge on the original purchase of the shares redeemed; and that the
mutual fund whose shares were redeemed also offers net asset value purchases to
redeeming shareholders of any of the Pioneer mutual funds. Further details may
be obtained from PFD.
Class B Shares
You may buy Class B shares at the net asset value per share next computed
after receipt of a purchase order without the imposition of an initial sales
charge; however, Class B shares redeemed within six years of purchase will be
subject to a CDSC at the rates shown in the table below. The charge will be
assessed on the amount equal to the lesser of the current market value or the
original purchase cost of the shares being redeemed. No CDSC will be imposed on
increases in account value above the initial purchase price, including shares
derived from the reinvestment of dividends or capital gains distributions.
The amount of the CDSC, if any, will vary depending on the number of years
from the time of purchase until the time of redemption of Class B shares. For
the purpose of determining the number of years from the time of any purchase,
all payments during a quarter will be aggregated and deemed to have been made on
the first day of that quarter. In processing redemptions of Class B shares, the
Fund will first redeem shares not subject to any CDSC, and then shares held
longest during the six-year period. As a result, you will pay the lowest
possible CDSC.
The CDSC for Class B shares subject to a CDSC upon redemption will be
determined as follows:
Year Since CDSC as a Percentage of Dollar
Purchase Amount Subject to CDSC
--------------------------------------------- ------------------------------
First ....................................... 4.0%
Second ....................................... 4.0%
Third ....................................... 3.0%
Fourth ....................................... 3.0%
Fifth ....................................... 2.0%
Sixth ....................................... 1.0%
Seventh and thereafter ...................... none
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to the
Fund in connection with the sale of Class B shares, including the payment of
compensation to broker-dealers.
Class B shares will automatically convert into Class A shares at the end of
the calendar quarter that is eight years after the purchase date, except as
noted below. Class B shares acquired by exchange from Class B shares of another
Pioneer mutual fund will convert into Class A shares based on the date of the
initial purchase and the applicable CDSC. Class B shares acquired through
reinvestment of distributions will convert into Class A shares based on the date
of the initial purchase to which such shares relate. For this purpose, Class B
shares acquired through reinvestment of distributions will be attributed to
particular purchases of Class B shares in accordance with such procedures as the
Trustees may determine from time to time. The conversion of Class B shares to
Class A shares is subject to the continuing availability of a ruling from the
Internal Revenue Service ("IRS"), which the Fund has obtained, or an opinion of
counsel that such conversions will not constitute taxable events for federal tax
purposes. There can be no assurance that such ruling will continue to be in
effect at the time any particular conversion would normally occur. The
conversion of Class B shares to Class A shares will not occur if such ruling is
no longer in effect and such an opinion is not available and, therefore, Class B
shares would continue to be subject to higher expenses than Class A shares for
an indeterminate period.
Class C Shares
You may buy Class C shares at the net asset value per share next computed
after receipt of a purchase order without the imposition of an initial sales
charge; however, Class C shares redeemed within one year of purchase will be
subject to a CDSC of 1%. The charge will be assessed on the amount equal to the
lesser of the current market value or the original purchase cost of the shares
being redeemed. No CDSC will be imposed on increases in account value above the
initial purchase price, including shares derived from the reinvestment of
dividends or capital gains distributions. Class C shares do not convert to any
other Class of Fund shares.
For the purpose of determining the time of any purchase, all payments during
a quarter will be aggregated and deemed to have been made on the first day of
that quarter. In processing redemptions of Class C shares, the Fund will first
redeem shares not subject to any CDSC, and then shares held for the shortest
period of time during the one-year period. As a result, you will pay the lowest
possible CDSC.
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to the
Fund in connection with the sale of Class C shares, including the payment of
compensation to broker-dealers.
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on Class B
shares may be waived or reduced for non-retirement accounts if: (a) the
redemption results from the death of all registered owners of an account (in the
case of UGMAs, UTMAs and trust accounts, waiver applies upon the death of all
beneficial owners) or a total and permanent disability (as defined in Section 72
of the Code) of all registered owners occurring after the purchase of the shares
being redeemed or (b) the redemption is made in connection with limited
automatic redemptions as set forth in "System
9
<PAGE>
atic Withdrawal Plans" (limited in any year to 10% of the value of the account
in the Fund at the time the withdrawal plan is established).
The CDSC on Class B shares may be waived or reduced for retirement plan
accounts if: (a) the redemption results from the death or a total and permanent
disability (as defined in Section 72 of the Code) occurring after the purchase
of the shares being redeemed of a shareholder or participant in an
employer-sponsored retirement plan; (b) the distribution is to a participant in
an IRA, 403(b) or employer-sponsored retirement plan, is part of a series of
substantially equal payments made over the life expectancy of the participant or
the joint life expectancy of the participant and his or her beneficiary or as
scheduled periodic payments to a participant (limited in any year to 10% of the
value of the participant's account at the time the distribution amount is
established; a required minimum distribution due to the participant's attainment
of age 70-1/2 may exceed the 10% limit only if the distribution amount is based
on plan assets held by Pioneer); (c) the distribution is from a 401(a) or 401(k)
retirement plan and is a return of excess employee deferrals or employee
contributions or a qualifying hardship distribution as defined by the Code or
results from a termination of employment (limited with respect to a termination
to 10% per year of the value of the plan's assets in the Fund as of the later of
the prior December 31 or the date the account was established unless the plan's
assets are being rolled over to or reinvested in the same class of shares of a
Pioneer mutual fund subject to the CDSC of the shares originally held); (d) the
distribution is from an IRA, 403(b) or employer-sponsored retirement plan and is
to be rolled over to or reinvested in the same class of shares in a Pioneer
mutual fund and which will be subject to the applicable CDSC upon redemption;
(e) the distribution is in the form of a loan to a participant in a plan which
permits loans (each repayment of the loan will constitute a new sale which will
be subject to the applicable CDSC upon redemption); or (f) the distribution is
from a qualified defined contribution plan and represents a participant's
directed transfer (provided that this privilege has been pre-authorized through
a prior agreement with PFD regarding participant directed transfers).
The CDSC on Class C shares and on any Class A shares subject to a CDSC may be
waived or reduced as follows: (a) for automatic redemptions as described in
"Systematic Withdrawal Plans" (limited to 10% of the value of the account); (b)
if the redemption results from the death or a total and permanent disability (as
defined in Section 72 of the Code) occurring after the purchase of the shares
being redeemed of a shareholder or participant in an employer-sponsored
retirement plan; (c) if the distribution is part of a series of substantially
equal payments made over the life expectancy of the participant or the joint
life expectancy of the participant and his or her beneficiary; or (d) if the
distribution is to a participant in an employer-sponsored retirement plan and is
(i) a return of excess employee deferrals or contributions, (ii) a qualifying
hardship distribution as defined by the Code, (iii) from a termination of
employment, (iv) in the form of a loan to a participant in a plan which permits
loans, or (v) from a qualified defined contribution plan and represents a
participant's directed transfer (provided that this privilege has been
pre-authorized through a prior agreement with PFD regarding participant directed
transfers).
The CDSC on any shares subject to a CDSC may be waived or reduced for either
non-retirement or retirement plan accounts if: (a) the redemption is made by any
state, county, or city, or any instrumentality, department, authority, or agency
thereof, which is prohibited by applicable laws from paying a CDSC in connection
with the acquisition of shares of any registered investment management company;
or (b) the redemption is made pursuant to the Fund's right to liquidate or
involuntarily redeem shares in a shareholder's account. The CDSC on any shares
subject to a CDSC will not be applicable if the selling broker-dealer elects,
with PFD's approval, to waive receipt of the commission normally paid at the
time of the sale.
Broker-Dealers. An order for each Class of Fund shares received by PFD from a
broker-dealer prior to the close of regular trading on the Exchange is confirmed
at the price appropriate for that Class as determined at the close of regular
trading on the Exchange on the day the order is received by PFD, provided the
order is received prior to PFD's close of business (usually, 5:30 p.m. Eastern
Time). It is the responsibility of broker-dealers to transmit orders so that
they will be received by PFD prior to its close of business. PFD or its
affiliates may provide additional compensation to certain dealers or such
dealers' affiliates based on certain objective criteria established from time to
time by PFD. All such payments are made out of PFD's or the affiliate's own
assets. These payments will not change the price an investor will pay for shares
or the amount that the Fund will receive from such sale.
General. The Fund reserves the right in its sole discretion to withdraw all
or any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund. An order to
purchase shares is not binding on, and may be rejected by, PFD until it has been
confirmed in writing by PFD and payment has been received.
VIII. HOW TO SELL FUND SHARES
You can arrange to sell (redeem) fund shares on any day the Exchange is open
by selling either some or all of your shares to the Fund.
You may sell your shares either through your broker-dealer or directly to the
Fund. Please note the following:
(bullet) If you are selling shares from a retirement account, other than an
IRA, you must make your request in writing (except for exchanges to
other Pioneer mutual funds which can be requested by phone or in
writing). Call 1-800-622-0176 for more information.
(bullet) If you are selling shares from a non-retirement account or an IRA,
you may use any of the methods described below.
Your shares will be sold at the share price next calculated after your order
is received in good order less any applicable CDSC. Sale proceeds generally will
be sent to you in cash, normally within seven days after your order is received
in good order. The Fund reserves the right to withhold payment of the sale
proceeds until checks received by the Fund in pay-
10
<PAGE>
ment for the shares being sold have cleared, which may take up to 15 calendar
days from the purchase date.
In Writing. You may sell your shares by delivering a written request,
signed by all registered owners, in good order to PSC, however, you must use
a written request, including a signature guarantee, to sell your shares if
any of the following applies:
(bullet) you wish to sell over $50,000 worth of shares,
(bullet) your account registration or address has changed within the last
30 days,
(bullet) the check is not being mailed to the address on your account
(address of record),
(bullet) the check is not being made out to the account owners, or
(bullet) the sale proceeds are being transferred to a Pioneer mutual fund
account with a different registration.
Your request should include your name, the Fund's name, your fund account
number, the Class of shares to be redeemed, the dollar amount or number of
shares to be redeemed, and any other applicable requirements as described below.
Unless instructed otherwise, PSC will send the proceeds of the sale to the
address of record. Fiduciaries and corporations are required to submit
additional documents. For more information, contact PSC at 1-800-225-6292.
Written requests will not be processed until they are received in good order
by PSC. Good order means that there are no outstanding claims or requests to
hold redemptions on the account, any certificates are endorsed by the record
owner(s) exactly as the shares are registered and the signature(s) are
guaranteed by an eligible guarantor. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union (if authorized under state
law), securities exchange or association, clearing agency or savings
association. A notary public cannot provide a signature guarantee. Signature
guarantees are not accepted by facsimile ("fax"). For additional information
about the necessary documentation for redemption by mail, please contact PSC at
1-800-225-6292.
By Telephone or by Fax. Your account is automatically authorized to have the
telephone redemption privilege unless you indicate otherwise on your Account
Application or by writing to PSC. Proper account identification will be required
for each telephone redemption. The telephone redemption option is not available
to retirement plan accounts, except IRAs. A maximum of $50,000 per account per
day may be redeemed by telephone or fax and the proceeds may be received by
check or by bank wire or electronic funds transfer. To receive the proceeds by
check: the check must be made payable exactly as the account is registered and
the check must be sent to the address of record which must not have changed in
the last 30 days. To receive the proceeds by bank wire or by electronic funds
transfer: the proceeds must be sent to your bank address of record which must
have been properly predesignated either on your Account Application or on an
Account Options Form and which must not have changed in the last 30 days. To
redeem by fax, send your redemption request to 1-800-225-4240. You may always
elect to deliver redemption instructions to PSC by mail. See "Telephone
Transactions and Related Liabilities" below. Telephone and fax redemptions will
be priced as described above. You are strongly urged to consult with your
financial representative prior to requesting a telephone redemption.
Selling Shares Through Your Broker-Dealer. The Fund has authorized PFD to act
as its agent in the repurchase of shares of the Fund from qualified
broker-dealers and reserves the right to terminate this procedure at any time.
Your broker-dealer must receive your request before the close of business on the
Exchange and transmit it to PFD before PFD's close of business to receive that
day's redemption price. Your broker-dealer is responsible for providing all
necessary documentation to PFD and may charge you for its services.
Small Accounts. The minimum account value is $500. If you hold shares of the
Fund in an account with a net asset value of less than the minimum required
amount due to redemptions or exchanges, the Fund may redeem the shares held in
this account at net asset value if you have not increased the net asset value of
the account to at least the minimum required amount within six months of notice
by the Fund to you of the Fund's intention to redeem the shares.
CDSC on Class A Shares. Purchases of Class A shares of $1 million or more, or
by participants in a Group Plan which were not subject to an initial sales
charge, may be subject to a CDSC upon redemption. A CDSC is payable to PFD on
these investments in the event of a share redemption within 12 months following
the share purchase, at the rate of 1% of the lesser of the value of the shares
redeemed (exclusive of reinvested dividend and capital gain distributions) or
the total cost of such shares. Shares subject to the CDSC which are exchanged
into another Pioneer mutual fund will continue to be subject to the CDSC until
the original 12-month period expires. However, no CDSC is payable upon
redemption with respect to Class A shares purchased by 401(a) or 401(k)
retirement plans with 1,000 or more eligible participants or with at least $10
million in plan assets.
General. Redemptions may be suspended or payment postponed during any period
in which any of the following conditions exist: the Exchange is closed or
trading on the Exchange is restricted; an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably practicable or
it is not reasonably practicable for the Fund to fairly determine the value of
the net assets of its portfolio; or the SEC, by order, so permits.
Redemptions and repurchases are taxable transactions to shareholders. The net
asset value per share received upon redemption or repurchase may be more or less
than the cost of shares to an investor, depending on the market value of the
portfolio at the time of redemption or repurchase.
IX. HOW TO EXCHANGE FUND SHARES
Written Exchanges. You may exchange your shares by sending a letter of
instruction to PSC. Your letter should include your name, the name of the fund
out of which you wish to exchange and the name of the Pioneer mutual fund into
which you wish to exchange, your fund account number(s), the Class of shares to
be exchanged and the dollar amount or number of shares to be exchanged. Written
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exchange requests must be signed by all record owner(s) exactly as the shares
are registered.
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicate otherwise on your Account
Application or by writing to PSC. Proper account identification will be required
for each telephone exchange. Telephone exchanges may not exceed $500,000 per
account per day. Each telephone exchange request, whether by voice or by
FactFonesm, will be recorded. You are strongly urged to consult with your
financial representative prior to requesting a telephone exchange. See
"Telephone Transactions and Related Liabilities" below.
Automatic Exchanges. You may automatically exchange shares from one Pioneer
mutual fund account for shares of the same Class in another Pioneer mutual fund
account on a monthly or quarterly basis. The accounts must have identical
registrations and the originating account must have a minimum balance of $5,000.
The exchange will be effective on the day of the month designated on your
Account Application or Account Options Form.
General. Exchanges must be at least $1,000. You may exchange your investment
from one Class of Fund shares at net asset value, without a sales charge, for
shares of the same Class of any other Pioneer mutual fund. Not all Pioneer
mutual funds offer more than one Class of shares. A new Pioneer mutual fund
account opened through an exchange must have a registration identical to that on
the original account.
Shares which would normally be subject to a CDSC upon redemption will not be
charged the applicable CDSC at the time of an exchange. Shares acquired in an
exchange will be subject to the CDSC of the shares originally held. For purposes
of determining the amount of any applicable CDSC, the length of time you have
owned shares acquired by exchange will be measured from the date you acquired
the original shares and will not be affected by any subsequent exchange.
Exchange requests received by PSC before 4:00 p.m. Eastern Time will be
effective on that day if the requirements above have been met, otherwise, they
will be effective on the next business day. PSC will process exchanges only
after receiving an exchange request in good order. There are currently no fees
or sales charges imposed at the time of an exchange. An exchange of shares may
be made only in states where legally permitted. For federal and (generally)
state income tax purposes, an exchange is considered to be a sale of the shares
of the Fund exchanged and a purchase of shares in another Pioneer mutual fund.
Therefore, an exchange could result in a gain or loss on the shares sold,
depending on the tax basis of these shares and the timing of the transaction,
and special tax rules may apply.
You should consider the differences in objectives and policies of the Pioneer
mutual funds, as described in each fund's current prospectus, before making any
exchange. For the protection of the Fund's performance and shareholders, the
Fund and PFD reserve the right to refuse any exchange request or restrict, at
any time without notice, the number and/or frequency of exchanges to prevent
abuses of the exchange privilege. Such abuses may arise from frequent trading in
response to short-term market fluctuations, a pattern of trading by an
individual or group that appears to be an attempt to "time the market," or any
other exchange request which, in the view of management, will have a detrimental
effect on the Fund's portfolio management strategy or its operations. In
addition, the Fund and PFD reserve the right to charge a fee for exchanges or to
modify, limit, suspend or discontinue the exchange privilege with notice to
shareholders as required by law.
X. DISTRIBUTION PLANS
The Trust, on behalf of the Fund, has adopted a Plan of Distribution for each
Class of shares (the "Class A Plan," "Class B Plan," and "Class C Plan") in
accordance with Rule 12b-1 under the 1940 Act pursuant to which certain
distribution and service fees are paid.
Pursuant to the Class A Plan, the Fund reimburses PFD for its actual
expenditures to finance any activity primarily intended to result in the sale of
Class A shares or to provide services to holders of Class A shares, provided the
categories of expenses for which reimbursement is made are approved by the
Fund's Board of Trustees. As of the date of this Prospectus, the Board of
Trustees has approved the following categories of expenses for Class A shares of
the Fund: (i) a service fee to be paid to qualified broker-dealers in an amount
not to exceed 0.25% per annum of the Fund's daily net assets attributable to
Class A shares; (ii) reimbursement to PFD for its expenditures for broker-dealer
commissions and employee compensation on certain sales of the Fund's Class A
shares with no initial sales charge (See "How to Buy Fund Shares"); and (iii)
reimbursement to PFD for expenses incurred in providing services to Class A
shareholders and supporting broker-dealers and other organizations (such as
banks and trust companies) in their efforts to provide such services. Banks are
currently prohibited under the Glass-Steagall Act from providing certain
underwriting or distribution services. If a bank was prohibited from acting in
any capacity or providing any of the described services, management would
consider what action, if any, would be appropriate.
Expenditures of the Fund pursuant to the Class A Plan are accrued daily and
may not exceed 0.25% of the Fund's average daily net assets attributable to
Class A shares. Distribution expenses of PFD are expected to substantially
exceed the distribution fees paid by the Fund in a given year. The Class A Plan
may not be amended to increase materially the annual percentage limitation of
average net assets which may be spent for the services described therein without
approval of the shareholders of the Fund. The Class A Plan does not provide for
the carryover of reimbursable expenses beyond 12 months from the time the Fund
is first invoiced for an expense. For the calendar year ended December 31, 1996,
there was an allowable carryover of distribution expenses reimbursable to PFD of
$265,247 (less than 0.02% of the net assets attributable to the Class A shares
of the Fund).
Both the Class B Plan and the Class C Plan provide that the Fund will pay a
distribution fee at the annual rate of 0.75% of the Fund's average daily net
assets attributable to the applicable Class of shares and will pay PFD a service
fee
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at the annual rate of 0.25% of the Fund's average daily net assets attributable
to that Class of shares. The distribution fee is intended to compensate PFD for
its distribution services to the Fund. The service fee is intended to be
additional compensation for personal services and/or account maintenance
services with respect to Class B or Class C shares. PFD also receives the
proceeds of any CDSC imposed on the redemption of Class B or Class C shares.
Commissions of 4%, equal to 3.75% of the amount invested and a first year's
service fee equal to 0.25% of the amount invested in Class B shares, are paid to
broker-dealers who have selling agreements with PFD. PFD may advance to dealers
the first year service fee at a rate up to 0.25% of the purchase price of such
shares and, as compensation therefore, PFD may retain the service fee paid by
the Fund with respect to such shares for the first year after purchase. Dealers
will become eligible for additional service fees with respect to such shares
commencing in the 13th month following the purchase.
Commissions of up to 1% of the amount invested in Class C shares, consisting
of 0.75% of the amount invested and a first year's service fee of 0.25% of the
amount invested, are paid to broker-dealers who have selling agreements with
PFD. PFD may advance to dealers the first year service fee at a rate up to 0.25%
of the purchase price of such shares and, as compensation therefore, PFD may
retain the service fee paid by the Fund with respect to such shares for the
first year after purchase. Commencing in the 13th month following the purchase
of Class C shares, dealers will become eligible for additional annual
distribution fees and services fees of up to 0.75% and 0.25%, respectively, of
the net asset value with respect to such shares.
When a broker-dealer sells Class B or Class C shares and elects, with PFD's
approval, to waive its right to receive the commission normally paid at the time
of sale, PFD may cause all or a portion of the distribution fees described above
to be paid to the broker-dealer.
Dealers may from time to time be required to meet certain criteria in order
to receive service fees. PFD or its affiliates are entitled to retain all
service fees payable under the Class B Plan or the Class C Plan for which there
is no dealer of record or for which qualification standards have not been met as
partial consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION
The Fund has elected to be treated, has qualified, and intends to qualify
each year as a "regulated investment company" under Subchapter M of the Code, so
that it will not pay federal income tax on income and capital gains distributed
to shareholders as required under the Code.
Under the Code, the Fund will be subject to a nondeductible 4% excise tax on
a portion of its undistributed ordinary income and capital gains if it fails to
meet certain distribution requirements with respect to each calendar year. The
Fund intends to make distributions in a timely manner and accordingly does not
expect to be subject to the excise tax.
The Fund makes distributions to shareholders from its net long-term capital
gains, if any, annually, usually in December. Income dividends, and
distributions from net short-term capital gains, if any, are paid to
shareholders quarterly, during the months of March, June, September and
December. Dividends from income and/or capital gains may also be paid at such
other times as may be necessary for the Fund to avoid federal income or excise
tax. Generally, dividends from the Fund's net investment income, market discount
income, net short-term capital gains, and certain net foreign exchange gains are
taxable under the Code as ordinary income, and dividends from the Fund's net
long-term capital gains are taxable as long-term capital gains.
Unless shareholders specify otherwise, all distributions will be
automatically reinvested in additional full and fractional shares of the Fund.
For federal income tax purposes, all dividends are taxable as described above
whether a shareholder takes them in cash or reinvests them in additional shares
of the Fund. Information as to the federal tax status of dividends and
distributions will be provided to shareholders annually. For further information
on the distribution options available to shareholders, see "Distribution
Options" and "Directed Dividends" below.
Distributions by the Fund of the dividend income it receives from U.S.
domestic corporations, if any, may qualify for the dividends-received
deduction for corporate shareholders, subject to holding-period requirements
and debt-financing restrictions under the Code.
The Fund may be subject to foreign withholding taxes or other foreign taxes
on income (possibly including, in some cases, capital gains) on certain of its
foreign investments, which will reduce the yield on or return from those
investments. If, as anticipated, the Fund does not qualify to pass such taxes
through to its shareholders, they will neither treat such taxes as additional
income nor be entitled to any associated foreign tax credits or deductions.
Dividends and other distributions and the proceeds of redemptions, exchanges
or repurchases of Fund shares paid to individuals and other non-exempt payees
will be subject to 31% backup withholding of federal income tax if the Fund is
not provided with the shareholder's correct taxpayer identification number and
certification that the number is correct and that the shareholder is not subject
to backup withholding or the Fund receives notice from the IRS or a broker that
such withholding applies. Please refer to the Account Application for additional
information.
The description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or
U.S. corporations, partnerships, trusts or estates, and who are subject to
U.S. federal income tax. Non-U.S. shareholders and tax-exempt shareholders
are subject to tax treatment that is different than described above.
Shareholders should consult their own tax advisors regarding state, local and
other applicable tax laws.
XII. SHAREHOLDER SERVICES
PSC is the shareholder services and transfer agent for shares of the Fund.
PSC, a Massachusetts corporation, is a
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wholly-owned subsidiary of PGI. PSC's offices are located at 60 State Street,
Boston, Massachusetts 02109, and inquiries to PSC should be mailed to Pioneering
Services Corporation, P.O. Box 9014, Boston, Massachusetts 02205-9014. Brown
Brothers Harriman & Co. (the "Custodian") serves as custodian of the Fund's
portfolio securities and other assets. The principal business address of the
mutual fund division of the Custodian is 40 Water Street, Boston, Massachusetts
02109.
Account and Confirmation Statements
PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing
details of transactions are sent to shareholders as transactions occur, except
Automatic Investment Plan transactions which are confirmed quarterly. The
Pioneer Combined Account Statement, mailed quarterly, is available to
shareholders who have more than one Pioneer mutual fund account.
Shareholders whose shares are held in the name of an investment broker-dealer
or other party will not normally have an account with the Fund and might not be
able to utilize some of the services available to shareholders of record.
Examples of services which might not be available are purchases, exchanges or
redemptions of shares by mail or telephone, automatic reinvestment of dividends
and capital gains distributions, withdrawal plans, Letters of Intention, Rights
of Accumulation and newsletters.
Additional Investments
You may add to your account by sending a check (minimum of $50 for Class A
shares and $500 for Class B and Class C shares) to PSC (account number and Class
of shares should be clearly indicated). The bottom portion of a confirmation
statement may be used as a remittance slip to make additional investments.
Additions to your account, whether by check or through a Pioneer Investomatic
Plan, are invested in full and fractional shares of the Fund at the applicable
offering price in effect as of the close of regular trading on the Exchange on
the day of receipt.
Automatic Investment Plans
You may arrange for regular automatic investments of $50 or more through
government/military allotments, payroll deduction or through a Pioneer
Investomatic Plan. A Pioneer Investomatic Plan provides for a monthly or
quarterly investment by means of a pre-authorized electronic funds transfer or
draft drawn on a checking account. Pioneer Investomatic Plan investments are
voluntary, and you may discontinue the Plan at any time without penalty upon 30
days' written notice to PSC. PSC acts as agent for the purchaser, the
broker-dealer and PFD in maintaining these plans.
Financial Reports and Tax Information
As a shareholder, you will receive financial reports at least semiannually.
In January of each year, the Fund will mail you information about the tax status
of dividends and distributions.
Distribution Options
Dividends and capital gains distributions, if any, will automatically be
invested in additional shares of the Fund, at the applicable net asset value per
share, unless you indicate another option on the Account Application. Two other
options available are (a) dividends in cash and capital gains distributions in
additional shares; and (b) all dividends and capital gains distributions in
cash. These two options are not available, however, for retirement plans or for
an account with a net asset value of less than $500. Changes in your
distribution options may be made by written request to PSC.
If you elect to receive either dividends or capital gains or both in cash and
a distribution check issued to you is returned by the U.S. Postal Service as not
deliverable or a distribution check remains uncashed for six months or more, the
amount of the check may be reinvested in your account. Such additional shares
will be purchased at the then current net asset value. Furthermore, the
distribution option on the account will automatically be changed to the
reinvestment option until such time as you request a different option by writing
to PSC.
Directed Dividends
You may elect (in writing) to have the dividends paid by one Pioneer mutual
fund account invested in a second Pioneer fund account. The value of this second
account must be at least $1,000 ($500 for Pioneer Fund or Pioneer II). Invested
dividends may be in any amount, and there are no fees or charges for this
service. Retirement plan shareholders may only direct dividends to accounts with
identical registrations, i.e., PGI IRA Cust for John Smith may only go into
another account registered PGI IRA Cust for John Smith.
Direct Deposit
If you have elected to take distributions, whether dividends or dividends and
capital gains, in cash, or have established a Systematic Withdrawal Plan, you
may choose to have those cash payments deposited directly into your savings,
checking or NOW bank account. You may establish this service by completing the
appropriate section on the Account Application when opening a new account or the
Account Options Form for an existing account.
Voluntary Tax Withholding
You may request (in writing) that PSC withhold 28% of the dividends and
capital gains distributions paid from your account (before any reinvestment) and
forward the amount withheld to the IRS as a credit against your federal income
taxes. This option is not available for retirement plan accounts or for accounts
subject to backup withholding.
Telephone Transactions and Related Liabilities
Your account is automatically authorized to have telephone transaction
privileges unless you indicate otherwise on your Account Application or by
writing to PSC. You may purchase, sell or exchange Fund shares by telephone. For
personal assistance, call 1-800-225-6292 between 8:00 a.m. and 9:00 p.m. Eastern
time on weekdays. Computer-assisted transactions are available to shareholders
who have pre-recorded certain bank information (see "FactFone(SM)"). You are
strongly urged to consult with your financial representative prior to requesting
any telephone transaction. See "How to Buy Fund Shares," "How to Sell Fund
Shares" and "How to Exchange Fund Shares" for more information.
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To confirm that each transaction instruction received by telephone is
genuine, PSC will record each telephone transaction, require the caller to
provide the personal identification number ("PIN") for the account and send you
a written confirmation of each telephone transaction. Different procedures may
apply to accounts that are registered to non-U.S. citizens or that are held in
the name of an institution or in the name of an investment broker-dealer or
other third-party. If reasonable procedures, such as those described above, are
not followed, the Fund may be liable for any loss due to unauthorized or
fraudulent instructions. The Fund may implement other procedures from time to
time. In all other cases, neither the Fund, PSC or PFD will be responsible for
the authenticity of instructions received by telephone; therefore, you bear the
risk of loss for unauthorized or fraudulent telephone transactions.
During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the Fund by
telephone to institute a redemption or exchange. You should communicate with the
Fund in writing if you are unable to reach the Fund by telephone.
FactFone(SM)
FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer mutual fund shareholders by dialing 1-800-225-4321.
FactFone(SM) allows you to obtain current information on your Pioneer accounts
and to inquire about the prices and yields of all publicly available Pioneer
mutual funds. In addition, you may use FactFone(SM) to make computer-assisted
telephone purchases, exchanges and redemptions from your Pioneer mutual fund
accounts if you have activated your PIN. Telephone purchases and redemptions
require the establishment of a bank account of record. You are strongly urged
to consult with your financial representative prior to requesting any telephone
transaction. Shareholders whose accounts are registered in the name of a
broker-dealer or other third party may not be able to use FactFoneSM. See "How
to Buy Fund Shares," "How to Exchange Fund Shares," "How to Sell Fund Shares"
and "Telephone Transactions and Related Liabilities." Call PSC for assistance.
Retirement Plans
You should contact the Retirement Plans Department of PSC at 1-800-622-0176
for information relating to retirement plans for businesses, age-weighted profit
sharing plans, Simplified Employee Pension Plans, IRAs, and Section 403(b)
retirement plans for employees of certain non-profit organizations and public
school systems, all of which are available in conjunction with investments in
the Fund. The Account Application accompanying this Prospectus should not be
used to establish any of these plans. Separate applications are required.
Telecommunications Device for the Deaf (TDD)
If you have a hearing disability and access to TDD keyboard equipment, you
can call our TDD number toll-free at 1-800-225-1997, weekdays from 8:30 a.m.
to 5:30 p.m. Eastern Time, to contact our telephone representatives with
questions about your account.
Systematic Withdrawal Plans
If your account has a total value of at least $10,000 you may establish a
Systematic Withdrawal Plan ("SWP") providing for fixed payments at regular
intervals. Withdrawals from Class B and Class C share accounts are limited to
10% of the value of the account at the time the SWP is implemented. See "Waiver
or Reduction of Contingent Deferred Sales Charge" for more information. Periodic
checks of $50 or more will be sent to you, or any person designated by you,
monthly or quarterly, and your periodic redemptions of shares may be taxable to
you. Payments can be made either by check or electronic transfer to a bank
account designated by you. If you direct that withdrawal checks be paid to
another person after you have opened your account, a signature guarantee must
accompany your instructions. Purchases of Class A shares of the Fund at a time
when you have a SWP in effect may result in the payment of unnecessary sales
charges and may therefore be disadvantageous.
You may obtain additional information by calling PSC at 1-800-225-6292 or by
referring to the Statement of Additional Information.
Reinstatement Privilege (Class A Shares Only)
If you redeem all or part of your Class A shares of the Fund, you may
reinvest all or part of the redemption proceeds without a sales charge in Class
A shares of the Fund if you send a written request to PSC not more than 90 days
after your shares were redeemed. Your redemption proceeds will be reinvested at
the next determined net asset value of the Class A shares of the Fund in effect
immediately after receipt of the written request for reinstatement. You may
realize a gain or loss for federal income tax purposes as a result of the
redemption, and special tax rules may apply if a reinstatement occurs. In
addition, if a redemption resulted in a loss and an investment is made in shares
of the Fund within 30 days before or after the redemption, you may not be able
to recognize the loss for federal income tax purposes. Subject to the provisions
outlined under "How to Exchange Fund Shares" above, you may also reinvest in
Class A shares of other Pioneer mutual funds; in this case you must meet the
minimum investment requirements for each fund you enter.
The 90-day reinstatement period may be extended by PFD for periods of up to
one year for shareholders living in areas that have experienced a natural
disaster, such as a flood, hurricane, tornado, or earthquake.
The options and services available to shareholders, including the terms of
the Exchange Privilege and the Pioneer Investomatic Plan, may be revised,
suspended or terminated at any time by PFD or by the Fund. You may establish the
services described in this section when you open your account. You may also
establish or revise many of them on an existing account by completing an Account
Options Form, which you may request by calling 1-800-225-6292.
XIII. THE TRUST
The Fund is a diversified series of the Trust, an open-end management
investment company (commonly referred to as
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a mutual fund) organized as a Massachusetts business trust on April 7, 1990. The
Trust has authorized an unlimited number of shares of beneficial interest. As an
open-end management investment company, the Trust continuously offers its shares
to the public and under normal conditions must redeem its shares upon the demand
of any shareholder at the then current net asset value per share. See "How to
Sell Fund Shares." The Trust is not required, and does not intend, to hold
annual shareholder meetings although special meetings may be called for the
purpose of electing or removing Trustees, changing fundamental investment
restrictions or approving a management contract.
The shares of the Trust are divided into three series: Pioneer Equity-Income
Fund, Pioneer Gold Shares and the Fund (collectively, the "Funds"). The Trust
reserves the right to create and issue additional series of shares in addition
to the three Funds currently available. The Trustees have the authority, without
further shareholder approval, to classify and reclassify the shares of the Fund,
or any additional series of the Trust, into one or more classes. As of the date
of this Prospectus, the Trustees have authorized the issuance of three classes
of shares, designated Class A, Class B and Class C. The shares of each class
represent an interest in the same portfolio of investments of the Fund. Each
class has equal rights as to voting, redemption, dividends and liquidation,
except that each class bears different distribution and transfer agent fees and
may bear other expenses properly attributable to the particular class. Class A,
Class B and Class C shareholders have exclusive voting rights with respect to
the Rule 12b-1 distribution plans adopted by holders of those shares in
connection with the distribution of shares.
When issued and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information, shares of the Trust are fully-paid and
non-assessable. Shares will remain on deposit with the Trust's transfer agent
and certificates will not normally be issued. The Trust reserves the right to
charge a fee for the issuance of Class A certificates; certificates will not be
issued for Class B and Class C shares.
XIV. INVESTMENT RESULTS
The average annual total return (for a designated period of time) on an
investment in the Fund may be included in advertisements, and furnished to
existing or prospective shareholders. The average annual total return for each
Class is computed in accordance with the SEC's standardized formula. The
calculation for all Classes assumes the reinvestment of all dividends and
distributions at net asset value and does not reflect the impact of federal or
state income taxes. In addition, for Class A shares the calculation assumes the
deduction of the maximum sales charge of 5.75%; for Class B and Class C shares
the calculation reflects the deduction of any applicable CDSC. The periods
illustrated would normally include one, five and ten years (or since the
commencement of the public offering of the shares of a Class, if shorter)
through the most recent calendar quarter.
One or more additional measures and assumptions, including but not limited to
historical total returns; distribution returns; results of actual or
hypothetical investments; changes in dividends, distributions or share values;
or any graphic illustration of such data may also be used. These data may cover
any period of the Fund's existence and may or may not include the impact of
sales charges, taxes or other factors.
Other investments or savings vehicles and/or unmanaged market indices,
indicators of economic activity or averages of mutual funds results may be cited
or compared with the investment results of the Fund. Rankings or listings by
magazines, newspapers or independent statistical or rating services, such as
Lipper Analytical Services, Inc., may also be referenced.
The Fund's investment results will vary from time to time depending on market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. All quoted investment results are historical and should not be
considered representative of what an investment in the Fund may earn in any
future period. For further information about the calculation methods and uses of
the Fund's investment results, see the Statement of Additional Information.
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APPENDIX--CERTAIN INVESTMENT PRACTICES
This Appendix provides a brief description of certain investment techniques
that the Fund may employ. For a more complete discussion of these and other
practices, see "Investment Policies and Restrictions" in the Statement of
Additional Information.
Options on Securities Indices
The Fund may purchase put and call options on indices that are based on
securities in which it may invest to manage cash flow and to manage its exposure
to foreign and domestic stocks or stock markets instead of, or in addition to,
buying and selling stock. The Fund may also purchase options in order to hedge
against risks of market-wide price fluctuations.
The Fund may purchase put options in order to hedge against an anticipated
decline in securities prices that might adversely affect the value of the Fund's
portfolio securities. If the Fund purchases a put option on a securities index,
the amount of the payment it would receive upon exercising the option would
depend on the extent of any decline in the level of the securities index below
the exercise price. Such payments would tend to offset a decline in the value of
the Fund's portfolio securities. However, if the level of the securities index
increases and remains above the exercise price while the put option is
outstanding, the Fund will not be able to profitably exercise the option and
will lose the amount of the premium and any transaction costs. Such loss may be
partially offset by an increase in the value of the Fund's portfolio securities.
The Fund may purchase call options on securities indices in order to remain
fully invested in a particular stock market or to lock in a favorable price on
securities that it intends to buy in the future. If the Fund purchases a call
option on a securities index, the amount of the payment it receives upon
exercising the option depends on the extent of an increase in the level of the
securities index above the exercise price. Such payments would in effect allow
the Fund to benefit from securities market appreciation even though it may not
have had sufficient cash to purchase the underlying securities. Such payments
may also offset increases in the price of securities that the Fund intends to
purchase. If, however, the level of the securities index declines and remains
below the exercise price while the call option is outstanding, the Fund will not
be able to exercise the option profitably and will lose the amount of the
premium and transaction costs. Such loss may be partially offset by a reduction
in the price the Fund pays to buy additional securities for its portfolio.
The Fund may sell an option it has purchased or a similar option prior to the
expiration of the purchased option in order to close out its position in an
option which it has purchased. The Fund may also allow options to expire
unexercised, which would result in the loss of the premium paid.
Forward Foreign Currency Exchange Contracts and Options on Foreign Currencies
The Fund has the ability to hold a portion of its assets in foreign
currencies and to enter into forward foreign currency contracts to facilitate
settlement of foreign securities transactions or to protect against changes in
foreign currency exchange rates. The Fund might sell a foreign currency on
either a spot or forward basis to hedge against an anticipated decline in the
dollar value of securities in its portfolio or securities it intends or has
contracted to sell or to preserve the U.S dollar value of dividends, interest or
other amounts it expects to receive. Although this strategy could minimize the
risk of loss due to a decline in the value of the hedged foreign currency, it
could also limit any potential gain which might result from an increase in the
value of the currency. Alternatively, the Fund might purchase a foreign currency
or enter into a forward purchase contract for the currency to preserve the U.S.
dollar price of securities it is authorized to purchase or has contracted to
purchase.
If the Fund enters into a forward contract to buy foreign currency, the Fund
will be required to place cash or high grade liquid securities in a segregated
account of the Fund maintained by the Fund's custodian in an amount equal to the
value of the Fund's total assets committed to the consummation of the forward
contract.
The Fund may purchase put and call options on foreign currencies for the
purpose of protecting against declines in the dollar value of foreign portfolio
securities and against increases in the U.S. dollar cost of foreign securities
to be acquired. The purchase of an option on a foreign currency may constitute
an effective hedge against exchange rate fluctuations.
Futures Contracts and Options on Futures Contracts
To hedge against changes in securities prices, currency exchange rates or
interest rates, the Fund may purchase and sell various kinds of futures
contracts, and purchase and write call and put options on any of such futures
contracts. The Fund may also enter into closing purchase and sale transactions
with respect to any of such contracts and options. The futures contracts may be
based on various stock and other securities indices, foreign currencies and
other financial instruments and indices. The Fund will engage in futures and
related options transactions for bona fide hedging purposes only. These
transactions involve brokerage costs, require margin deposits and, in the case
of contracts and options obligating the Fund to purchase currencies, require the
Fund to segregate assets to cover such contracts and options.
Limitations and Risks Associated with Transactions in Options, Futures
Contracts and Forward Foreign Currency Exchange Contracts
Transactions involving options on securities and securities indices, futures
contracts and options on futures and forward foreign currency exchange contracts
involve (1) liquidity risk that contractual positions cannot be easily closed
out in the event of market changes or generally in the absence of a liquid
secondary market, (2) correlation risk that changes in the value of hedging
positions may not match the securities market and foreign currency fluctuations
intended to be hedged and (3) market risk that an incorrect prediction of
securities prices or exchange rates by the Fund's investment adviser may cause
the Fund to perform less favorably than if such
17
<PAGE>
positions had not been entered. The Fund will purchase and sell options that are
traded only in a regulated market which is open to the public. Options, futures
contracts and forward foreign currency exchange contracts are highly specialized
activities which involve investment techniques and risks that are different from
those associated with ordinary portfolio transactions. The Fund may not enter
into futures contracts and options on futures contracts for speculative
purposes. The percent of the Fund's assets that may be subject to futures
contracts and options on such contracts entered into for bona fide hedging
purposes or in forward foreign currency exchange contracts is 100%. The loss
that may be incurred by the Fund in entering into future contracts and written
options thereon and forward foreign currency exchange contracts is potentially
unlimited. The Fund may not invest more than 5% of its total assets in financial
instruments that are used for non-hedging purposes and which have a leverage
effect.
The Fund's transactions in options, forward foreign currency exchange
contracts, futures contracts and options on futures contracts may be limited by
the requirements for qualification of the Fund as a regulated investment company
for tax purposes. See "Tax Status" in the Statement of Additional Information.
18
<PAGE>
THE PIONEER FAMILY OF MUTUAL FUNDS
Growth Funds
Global/International
Pioneer Emerging Markets Fund
Pioneer Europe Fund
Pioneer Gold Shares
Pioneer India Fund
Pioneer International Growth Fund
Pioneer World Equity Fund
United States
Pioneer Capital Growth Fund
Pioneer Growth Shares
Pioneer Mid-Cap Fund
Pioneer Small Company Fund
Pioneer Micro-Cap Fund*
Growth and Income Funds
Pioneer Balanced Fund
Pioneer Equity-Income Fund
Pioneer Fund
Pioneer Real Estate Shares
Pioneer II
Income Funds
Taxable
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer Short-Term Income Trust*
Tax-Exempt
Pioneer Intermediate Tax-Free Fund**
Pioneer Tax-Free Income Fund**
Money Market Fund
Pioneer Cash Reserves Fund
*Offers Class A and B Shares only
**Not suitable for retirement accounts
19
<PAGE>
Pioneer Capital
Growth Fund
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary
INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION
CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
LEGAL COUNSEL
HALE AND DORR LLP
PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.
SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: 1-800-225-6292
SERVICE INFORMATION
If you would like information on the following, please call:
Existing and new accounts, prospectuses,
applications, service forms
and telephone transactions .................................. 1-800-225-6292
FactFone(SM)
Automated fund yields, automated prices and
account information.......................................... 1-800-225-4321
Retirement plans ............................................. 1-800-622-0176
Toll-free fax ................................................ 1-800-225-4240
Telecommunications Device for the Deaf (TDD) ................. 1-800-225-1997
0297-3999
(C)Pioneer Funds Distributor, Inc.
<PAGE>
[Pioneer logo]
Pioneer
Equity-Income
Fund
Class A, Class B and Class C Shares
Prospectus
February 28, 1997
Pioneer Equity-Income Fund (the "Fund") seeks current income and long-term
growth of capital from a portfolio primarily composed of income-producing
equity securities of United States ("U.S.") corporations. The Fund seeks to
produce a current dividend yield which exceeds the published composite yield
of the securities comprising the Standard & Poor's Index of 500 common
stocks. There is no assurance that the Fund will achieve its investment
objective. The Fund is one of three series of Pioneer Growth Trust (the
"Trust").
Fund returns and share prices fluctuate and the value of your account,
upon redemption, may be more or less than your purchase price. Shares in the
Fund are not deposits or obligations of, or guaranteed or endorsed by, any
bank or other depository institution, and the shares are not federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve
Board or any other government agency.
This Prospectus provides information about the Fund that you should know
before investing. Please read and retain it for your future reference. More
information about the Fund is included in the Statement of Additional
Information, also dated February 28, 1997, which is incorporated into this
Prospectus by reference. A copy of the Statement of Additional Information
may be obtained free of charge by calling Shareholder Services at
1-800-225-6292 or by written request to the Trust at 60 State Street, Boston,
Massachusetts 02109. Additional information about the Trust has been filed
with the Securities and Exchange Commission (the "SEC") and is available upon
request and without charge.
TABLE OF CONTENTS PAGE
I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 3
III. INVESTMENT OBJECTIVE AND POLICIES 4
IV. MANAGEMENT OF THE FUND 5
V FUND SHARE ALTERNATIVES 6
VI. SHARE PRICE 6
VII. HOW TO BUY FUND SHARES 6
VIII. HOW TO SELL FUND SHARES 10
IX. HOW TO EXCHANGE FUND SHARES 11
X. DISTRIBUTION PLANS 12
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 12
XII. SHAREHOLDER SERVICES 13
Account and Confirmation Statements 13
Additional Investments 13
Automatic Investment Plans 13
Financial Reports and Tax Information 13
Distribution Options 14
Directed Dividends 14
Direct Deposit 14
Voluntary Tax Withholding 14
Telephone Transactions and Related Liabilities 14
FactFone(SM) 14
Retirement Plans 14
Telecommunications Device for the Deaf (TDD) 14
Systematic Withdrawal Plans 15
Reinstatement Privilege (Class A Shares Only) 15
XIII. THE TRUST 15
XIV. INVESTMENT RESULTS 15
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>
I. EXPENSE INFORMATION
This table is designed to help you understand the charges and expenses
that you, as a shareholder, will bear directly or indirectly when you invest
in the Fund. The table reflects annual operating expenses based on actual
expenses incurred for the fiscal year ended October 31, 1996. For Class C
shares, operating expenses are based on expenses that would have been
incurred if C shares had been outstanding for the entire fiscal year ended
October 31, 1996.
<TABLE>
<CAPTION>
Class A Class B Class C+
---------- ---------- ------------
<S> <C> <C> <C>
Shareholder Transaction Expenses:
Maximum Initial Sales Charge on
Purchases (as a percentage of
offering price) 5.75%(1) None None
Maximum Sales Charge on Reinvestment
of Dividends None None None
Maximum Deferred Sales Charge(1) (as a
percentage of purchase price or
redemption proceeds, as applicable) None(1) 4.00% 1.00%
Redemption fee(2) None None None
Exchange fee None None None
Annual Operating Expenses (as a
percentage of average net assets):
Management fees 0.64% 0.64% 0.64%
12b-1 fees 0.25% 1.00% 1.00%
Other Expenses (including accounting
and transfer agent fees, custodian
fees and printing expenses) 0.29% 0.30% 0.30%
---------- ---------- ------------
Total Operating Expenses: 1.18% 1.94% 1.94%
========== ========== ============
</TABLE>
+ Class C shares were first offered on January 31, 1996.
(1) Purchases of $1 million or more and purchases by participants in certain
group plans are not subject to an initial sales charge but may be subject
to a contingent deferred sales charge ("CDSC") as further described under
"How to Sell Fund Shares."
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and
international wire transfers of redemption proceeds.
Example:
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return, reinvestment of all dividends and distributions and that the
percentage amounts listed under "Annual Operating Expenses" remain the same
each year.
1 Year 3 Years 5 Years 10 Years
------- -------- -------- ----------
Class A Shares $69 $93 $119 $192
Class B Shares*
--Assuming complete
redemption at end of
period $60 $91 $125 $207
--Assuming no redemption $20 $61 $105 $207
Class C Shares**
--Assuming complete
redemption at end of
period $30 $61 $105 $226
--Assuming no redemption $20 $61 $105 $226
* Class B shares convert to Class A shares eight years after purchase;
therefore, Class A share expenses are used after year eight.
** Class C shares redeemed during the first year after purchase are subject
to CDSC.
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.
For further information regarding management fees, 12b-1 fees and other
expenses of the Fund, see "Management of the Fund," "Distribution Plans" and
"How To Buy Fund Shares" in this Prospectus and "Management of the Funds" and
"Underwriting Agreement and Distribution Plans" in the Statement of
Additional Information. The Fund's payment of a Rule 12b-1 fee may result in
long-term shareholders indirectly paying more than the economic equivalent of
the maximum sales charge permitted under the Conduct Rules of the National
Association of Securities Dealers, Inc. ("NASD").
The maximum initial sales charge is reduced on purchases of specified
larger amounts of Class A shares and the value of shares owned in other
Pioneer mutual funds is taken into account in determining the applicable
initial sales charge. See "How to Buy Fund Shares." No sales charge is
applied to exchanges of shares of the Fund for shares of other publicly
available Pioneer mutual funds. See "How to Exchange Fund Shares."
2
<PAGE>
II. FINANCIAL HIGHLIGHTS
The following information has been audited by Arthur Andersen LLP,
independent public accountants. Arthur Andersen LLP's report on the Fund's
financial statements as of October 31, 1996 appears in the Fund's Annual
Report which is incorporated by reference into the Statement of Additional
Information. The information listed below should be read in conjunction with
the financial statements contained in the Annual Report. The Annual Report
includes more information about the Fund's performance and is available free
of charge by calling Shareholder Services at 1-800-225-6292.
PIONEER EQUITY-INCOME FUND
Selected Data for a Class A Share Outstanding Throughout Each Period:
<TABLE>
<CAPTION>
7/25/90
--------------
(Commencement
For the Year Ended October 31, of Operations)
------------------------------------------------------------------ to
1996 1995 1994 1993 1992 1991 10/31/90
--------- --------- --------- --------- -------- -------- --------------
<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
(loss) $ 0.55 $ 0.54 $ 0.55 $ 0.50 $ 0.52 $ 0.61 $ 0.22
Net realized and
unrealized gain (loss)
on investments 2.24 2.45 (0.54) 2.46 1.57 2.94 (2.24)
--------- --------- --------- --------- -------- -------- --------------
Net increase (decrease)
from investment
operations $ 2.79 $ 2.99 $ 0.01 $ 2.96 $ 2.09 $ 3.55 $ (2.02)
Distribution to
shareholders from:
Net investment income (0.50) (0.53) (0.54) (0.50) (0.56) (0.65) (0.13)
Net realized capital
gains (0.14) (0.40) (0.23) (0.10) (0.22) -- --
--------- --------- --------- --------- -------- -------- --------------
Net increase (decrease) in
net asset value $ 2.15 $ 2.06 $ (0.76) $ 2.36 $ 1.31 $ 2.90 $ (2.15)
--------- --------- --------- --------- -------- -------- --------------
Net asset value, end of
period $ 20.37 $ 18.22 $ 16.16 $ 16.92 $ 14.56 $ 13.25 $ 10.35
========= ========= ========= ========= ======== ======== ==============
Total return* 15.53% 19.51% 0.09% 20.71% 16.53% 35.10% (13.40%)**
Ratio of net operating
expenses to average net
assets 1.19%+ 1.29%+ 1.24% 1.33% 1.73% 1.75% 1.75%**
Ratio of net investment
income to average net
assets 2.85%+ 3.26%+ 3.43% 3.20% 4.01% 5.54% 8.44%**
Portfolio turnover rate 47% 13% 27% 14% 18% 54% 4%**
Average commission rate
paid(1) $ 0.0585 -- -- -- -- -- --
Net assets, end of period
(in thousands) $336,384 $249,981 $175,943 $143,025 $39,269 $10,616 $ 3,212
Ratios assuming no waiver
of management fees and
assumption of expenses
by Pioneering Management
Corporation and no
reduction for fees paid
indirectly:
Net operating expenses -- -- -- -- 1.77% 2.92% 6.62%**
Net investment income
(loss) -- -- -- -- 3.97% 4.37% 3.57%**
Ratios assuming reduction
for fees paid
indirectly:
Net operating expenses 1.18% 1.27% -- -- -- -- --
Net investment income
(loss) 2.86% 3.28% -- -- -- -- --
</TABLE>
Selected Data for a Class B Share Outstanding Throughout Each Period:
<TABLE>
<CAPTION>
For the Year Ended
October 31,
-------------------- April 4, 1994 to
1996 1995 October 31, 1994
--------- -------- ----------------
<S> <C> <C> <C>
Net asset value, beginning of period $ 18.15 $ 16.14 $ 15.46
--------- -------- -----------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.41 $ 0.45 $ 0.21
Net realized and unrealized gain (loss) on investments 2.22 2.41 0.71
--------- -------- -----------------
Net increase (decrease) from investment operations $ 2.63 $ 2.86 $ 0.92
Distribution to shareholders:
From net investment income (0.38) (0.45) (0.21)
In excess of net investment income -- -- (0.03)
From net realized gain (0.14) (0.40) --
--------- -------- -----------------
Net increase (decrease) in net asset value $ 2.11 $ 2.01 $ 0.68
--------- -------- -----------------
Net asset value, end of period $ 20.26 $ 18.15 $ 16.14
========= ======== =================
Total return* 14.70% 18.64% 5.93%
Ratio of net operating expenses to average net assets 1.95%+ 2.02%+ 1.92%**
Ratio of net investment income (loss) to average net assets 2.06%+ 2.35%+ 2.35%**
Portfolio turnover rate 47% 13% 27%
Average commission rate paid(1) $ 0.0585 -- --
Net assets, end of period (in thousands) $134,657 $60,433 $12,663
Ratios assuming reduction for fees paid indirectly:
Net operating expenses 1.94% 1.98% --
Net investment income (loss) 2.07% 2.39% --
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of 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.
+ Ratio assuming no reduction for fees paid indirectly.
(1)Amount represents the rate of commissions paid per share on the Fund's
exchange listed security transactions.
3
<PAGE>
Selected Data for a Class C Share Outstanding Throughout Each Period(a):
<TABLE>
<CAPTION>
For the period January 31, 1996
through October 31, 1996
--------------------------------
<S> <C>
Net asset value, beginning of period $ 19.49
--------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.27
Net realized and unrealized gain (loss) on investments 0.76
--------------------------------
Net increase (decrease) from investment operations $ 1.03
Distribution to shareholders from:
Net investment income (0.27)
Net increase (decrease) in net asset value $ 0.76
--------------------------------
Net asset value, end of period $ 20.25
================================
Total return* 5.34%
Ratio of net operating expenses to average net assets 1.98%**+
Ratio of net investment income (loss) to average net assets 1.91% **+
Portfolio turnover rate 47%
Average commission rate paid(1) $0.0585
Net assets, end of period (in thousands) $ 4,144
Ratios assuming reduction for fees paid indirectly:
Net operating expenses 1.94%**
Net investment income (loss) 1.95%**
</TABLE>
(a)Class C shares were first publicly offered on January 31, 1996.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of 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.
+ Ratio assuming no reduction for fees paid indirectly.
(1)Amount represents the rate of commissions paid per share on the Fund's
exchange listed security transactions.
III. INVESTMENT OBJECTIVE AND POLICIES
The Fund is managed in accordance with the value investment philosophy of
Pioneering Management Corporation ("PMC"), the Fund's investment adviser.
This approach consists of developing a diversified portfolio of securities
consistent with the Fund's investment objective and selected primarily on the
basis of PMC's judgment that the securities have an underlying value, or
potential value, which exceeds their current prices. The analysis and
quantification of the economic worth, or basic value, of individual companies
reflects PMC's assessment of a company's assets and the company's prospects
for earnings growth over the next three-to-five years. PMC relies primarily
on the knowledge, experience and judgment of its own research staff, but also
receives and uses information from a variety of outside sources, including
brokerage firms, electronic data bases, specialized research firms and
technical journals.
The investment objective of the Fund is to seek current income and
long-term growth of capital from a portfolio primarily composed of
income-producing equity securities of U.S. corporations. The Fund seeks to
produce a current dividend yield which exceeds the published composite yield
of the securities comprising the Standard & Poor's Index of 500 common stocks
(the "S&P 500 Index").
Under normal circumstances, the Fund will invest at least 80% of its
assets in income-producing equity securities (i.e., common or preferred
stocks). The remainder of the portfolio may be invested in debt obligations,
most of which are expected to be securities convertible into common stock. A
convertible security is a long-term debt obligation of the issuer convertible
at a stated exchange rate into common stock of the issuer. As with all debt
securities, the market value of convertible securities tends to decline as
interest rates increase and, conversely, to increase as interest rates
decline. Convertible securities rank senior to common stocks in an issuer's
capital structure and are consequently of higher quality and entail less risk
than the issuer's common stock. No more than 5% of the Fund's assets may be
invested in debt securities, including convertible securities, rated below
"BBB" by Standard & Poor's Ratings Group. Debt securities rated less than
"BBB" are high yield, high risk securities, have speculative characteristics
and changes in economic conditions or other circumstances are more likely to
lead to a weakened capacity to make principal and interest payments. If the
rating of a debt security is reduced below investment grade ("BBB" or
higher), management will consider whatever action is appropriate, consistent
with the Fund's investment objective and policies. See the Statement of
Additional Information for a discussion of rating categories.
The Fund's fundamental investment objective and the fundamental investment
restrictions set forth in the Statement of Additional Information may not be
changed without shareholder approval. Certain other investment policies and
strategies and restrictions on investment are noted throughout the Prospectus
and are set forth in the Statement of Additional Information. These
investment policies and strategies and restrictions may be changed at any
time by a vote of the Board of Trustees.
Management avoids market-timing or speculating on broad market
fluctuations. Therefore, the Fund is substantially fully invested at all
times. It is the policy of the Fund not to engage in trading for short-term
profits and the Fund does not expect that its portfolio turnover rate will
exceed 100% in the coming year. Nevertheless, changes in the portfolio will
be made promptly when determined to be advisable by reason of developments
not foreseen at the time of the initial investment decision, and usually
without reference to the length of time a security has been held.
Accordingly, portfolio turnover rate will not be considered a limiting factor
in the execution of investment decisions. See "Financial Highlights" for the
Fund's actual turnover rate. Short-term, temporary investments will not
normally represent more than 10% of the Fund's assets. A short-term
investment is considered to be
4
<PAGE>
an investment with a maturity of one year or less from the date of issuance.
The Fund may enter into repurchase agreements, not to exceed seven days,
with broker-dealers and any member bank of the Federal Reserve System. The
Board of Trustees will review and monitor the creditworthiness of any
institution which enters into a repurchase agreement with the Fund. Such
repurchase agreements will be fully collateralized with U.S. Treasury and/or
agency obligations with a market value of not less than 100% of the
obligations, valued daily. Collateral will be held by the Fund's custodian in
a segregated, safekeeping account for the benefit of the Fund. In the event
that a repurchase agreement is not fulfilled, the Fund could suffer a loss to
the extent that the value of the collateral falls below the repurchase price.
The Fund may lend portfolio securities to member firms of the New York
Stock Exchange (the "Exchange"). As with other extensions of credit, there
are risks of delay in recovery or even loss of rights in the collateral
should the borrower of the securities fail financially. The Fund will lend
portfolio securities only to firms which have been approved in advance by the
Board of Trustees, which will monitor the creditworthiness of any such firms.
At no time will the value of the securities loaned exceed 30% of the value of
the Fund's total assets. These investment strategies are also described in
the Statement of Additional Information.
IV. MANAGEMENT OF THE FUND
The Board of Trustees of the Trust has overall responsibility for
management and supervision of the Fund. There are currently eight Trustees,
six of whom are not "interested persons" of the Trust as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"). The Board meets
at least quarterly. By virtue of the functions performed by PMC as investment
adviser, the Fund requires no employees other than its executive officers,
all of whom receive their compensation from PMC or other sources. The
Statement of Additional Information contains the names and general business
and professional background of each Trustee and executive officer of the
Trust.
Investment advisory services are provided to the Fund by PMC pursuant to a
management contract between PMC and the Trust, on behalf of the Fund. PMC
serves as investment adviser to the Fund and is responsible for the overall
management of the Fund's business affairs, subject only to the authority of
the Board of Trustees. PMC is a wholly-owned subsidiary of The Pioneer Group,
Inc. ("PGI"), a publicly-traded Delaware corporation. Pioneer Funds
Distributor, Inc. ("PFD"), an indirect wholly-owned subsidiary of PGI, is the
principal underwriter of the Fund.
Mr. David Tripple, President and Chief Investment Officer of PMC and
Executive Vice President of the Fund, has general responsibility for PMC's
investment operations and chairs a committee of PMC's domestic equity
managers which reviews PMC's research and portfolio operations, including
those of the Fund. Mr. Tripple joined PMC in 1974.
The Fund is covered by a team of managers and analysts which does research
for and oversees the management of several funds with similar investment
objectives. Members of the team meet regularly to discuss holdings,
prospective investments and portfolio composition. Day-to-day management of
the Fund has been the responsibility of Mr. John A. Carey, Vice President of
the Fund and of PMC, since inception, July 1990. Mr. Carey joined PMC in 1979
and has 18 years of investment experience.
In addition to the Fund, PMC also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. PMC's and PFD's executive offices are located at 60
State Street, Boston, Massachusetts 02109. In an effort to avoid conflicts of
interest with the Trust, the Trust and PMC have adopted a Code of Ethics that
is designed to maintain a high standard of personal conduct by directing that
all personnel defer to the interests of the Trust and its shareholders in
making personal securities transactions.
Under the terms of its contract with the Trust, PMC assists in the
management of the Fund and is authorized in its discretion to buy and sell
securities for the account of the Fund. PMC pays all the expenses, including
executive salaries and the rental of certain office space, related to its
services for the Fund, with the exception of the following which are to be
paid by the Fund: (a) charges and expenses for fund accounting, pricing and
appraisal services and related overhead, including, to the extent such
services are performed by personnel of PMC or its affiliates, office space
and facilities and personnel compensation, training and benefits; (b) the
charges and expenses of auditors; (c) the charges and expenses of any
custodian, transfer agent, plan agent, dividend disbursing agent and
registrar appointed by the Trust with respect to the Fund; (d) issue and
transfer taxes, chargeable to the Fund in connection with securities
transactions to which the Fund is a party; (e) insurance premiums, interest
charges, dues and fees for membership in trade associations, and all taxes
and corporate fees payable by the Fund to federal, state or other
governmental agencies; (f) fees and expenses involved in registering and
maintaining registrations of the Fund and/or its shares with regulatory
agencies, individual states or blue sky securities agencies, territories and
foreign countries, including the preparation of Prospectuses and Statements
of Additional Information for filing with the regulatory agencies; (g) all
expenses of shareholders' and Trustees' meetings and of preparing, printing
and distributing prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies; (h) charges and expenses of legal
counsel to the Fund and the Trustees; (i) distribution fees paid by the Fund
in accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940
Act; (j) compensation of those Trustees of the Trust who are not affiliated
with or interested persons of PMC, the Trust (other than as Trustees), PGI or
PFD; (k) the cost of preparing and printing share certificates; and (l)
interest on borrowed money, if any. In addition to the expenses described
above, the Fund shall pay all brokers' and underwriting commissions
chargeable to the Fund in connection with securities transactions to which
the Fund is a party.
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Orders for the Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances in which two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker-dealer provides investment research or brokerage services or sells
shares of any Pioneer mutual fund or other funds for which PMC or any other
affiliate or subsidiary serves as investment adviser or manager. See the
Statement of Additional Information for a further description of PMC's
brokerage allocation practices.
As compensation for its management services and certain expenses which PMC
incurs, PMC is entitled to a management fee equal to 0.65% per annum 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. The fee is normally computed daily and paid monthly. See "Expense
Information" in this Prospectus and "Investment Adviser" in the Statement of
Additional Information.
John F. Cogan, Jr., Chairman and President of the Trust, Chairman of PFD,
President and a Director of PGI and Chairman and a Director of PMC, owned
approximately 14% of the outstanding capital stock of PGI as of the date of
this Prospectus.
V. FUND SHARE ALTERNATIVES
The Fund continuously offers three Classes of shares designated as Class
A, Class B and Class C shares, as described more fully in "How to Buy Fund
Shares." If you do not specify in your instructions to the Fund which Class
of shares you wish to purchase, exchange or redeem, the Fund will assume that
your instructions apply to Class A shares.
Class A Shares. If you invest less than $1 million in Class A shares, you
will pay an initial sales charge. Certain purchases may qualify for reduced
initial sales charges. If you invest $1 million or more in Class A shares, no
sales charge will be imposed at the time of purchase; however, shares
redeemed within 12 months of purchase may be subject to a CDSC. Class A
shares are subject to distribution and service fees at a combined annual rate
of up to 0.25% of the Fund's average daily net assets attributable to Class A
shares.
Class B Shares. If you plan to invest up to $250,000, Class B shares are
available to you. Class B shares are sold without an initial sales charge,
but are subject to a CDSC of up to 4% if redeemed within six years. Class B
shares are subject to distribution and service fees at a combined annual rate
of 1% of the Fund's average daily net assets attributable to Class B shares.
Your entire investment in Class B shares is available to work for you from
the time you make your investment, but the higher distribution fee paid by
Class B shares will cause your Class B shares (until conversion) to have a
higher expense ratio and to pay lower dividends, to the extent dividends are
paid, than Class A shares. Class B shares will automatically convert to Class
A shares, based on relative net asset value, eight years after the initial
purchase.
Class C Shares. Class C shares are sold without an initial sales charge,
but are subject to a 1% CDSC if they are redeemed within the first year after
purchase. Class C shares are subject to distribution and service fees at a
combined annual rate of up to 1% of the Fund's average daily net assets
attributable to Class C shares. Your entire investment in Class C shares is
available to work for you from the time you make your investment, but the
higher distribution fee paid by Class C shares will cause your Class C shares
to have a higher expense ratio and to pay lower dividends, to the extent
dividends are paid, than Class A shares. Class C shares have no conversion
feature.
Selecting a Class of Shares. The decision as to which Class to purchase
depends on the amount you invest, the intended length of the investment and
your personal situation. If you are making an investment that qualifies for
reduced sales charges, you might consider Class A shares. If you prefer not
to pay an initial sales charge on an investment of $250,000 or less and you
plan to hold the investment for at least six years, you might consider Class
B shares. If you prefer not to pay an initial sales charge and you plan to
hold your investment for one to eight years, you may prefer Class C shares.
Investment dealers or their representatives may receive different
compensation depending on which Class of shares they sell. Shares may be
exchanged only for shares of the same Class of another Pioneer mutual fund
and shares acquired in the exchange will continue to be subject to any CDSC
applicable to the shares of the Pioneer mutual fund originally purchased.
Shares sold outside the U.S. to persons who are not U.S. citizens may be
subject to different sales charges, CDSCs and dealer compensation
arrangements in accordance with local laws and business practices.
VI. SHARE PRICE
Shares of the Fund are sold at the public offering price, which is the net
asset value per share, plus the applicable sales charge. Net asset value per
share of each Class of the Fund is determined by dividing the value of its
assets, less liabilities attributable to that Class, by the number of shares
of that Class outstanding. The net asset value is computed once daily, on
each day the Exchange is open, as of the close of regular trading on the
Exchange.
Securities are valued at the last sale price on the principal exchange or
market where they are traded. Securities which have not traded on the date of
valuation or securities for which sales prices are not generally reported are
valued at the mean between the current bid and asked prices. All assets of
the Fund for which there is no other readily available valuation method are
valued at their fair value as determined in good faith by the Trustees.
VII. HOW TO BUY FUND SHARES
You may buy Fund shares from any securities broker-dealer which has a
sales agreement with PFD. If you do not have a securities broker-dealer,
please call 1-800-225-6292. Shares will be purchased at the public offering
price, that is, the net asset value per share plus any applicable sales
charge, next computed after receipt of a purchase order, except as set forth
below.
The minimum initial investment is $1,000 for Class A, Class B and Class C
shares except as specified below. The
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minimum initial investment is $50 for Class A accounts being established to
utilize monthly bank drafts, government allotments, payroll deduction and
other similar automatic investment plans. Separate minimum investment
requirements apply to retirement plans and to telephone and wire orders
placed by broker-dealers; no sales charges or minimum requirements apply to
the reinvestment of dividends or capital gains distributions. The minimum
subsequent investment is $50 for Class A shares and $500 for Class B and
Class C shares, except that the subsequent minimum investment amount for
Class B and Class C share accounts may be as little as $50 if an automatic
investment plan (see "Automatic Investment Plans") is established.
Telephone Purchases. Your account is automatically authorized to have the
telephone purchase privilege unless you indicate otherwise on your Account
Application or by writing to Pioneering Services Corporation ("PSC"). The
telephone purchase option may be used to purchase additional shares for an
existing mutual fund account; it may not be used to establish a new account.
Proper account identification will be required for each telephone purchase. A
maximum of $25,000 per account may be purchased by telephone each day. The
telephone purchase privilege is available to Individual Retirement Accounts
("IRAs") but may not be available to other types of retirement plan accounts.
Call PSC for more information.
You are strongly urged to consult with your financial representative prior
to requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank account of record by completing the appropriate section
of your Account Application or an Account Options Form. PSC will
electronically debit the amount of each purchase from this predesignated bank
account. Telephone purchases may not be made for 30 days after the
establishment of your bank of record or any change to your bank information.
Telephone purchases will be priced at the net asset value plus any
applicable sales charge next determined after PSC's receipt of a telephone
purchase instruction and receipt of good funds (usually three days after the
purchase instruction). You may always elect to deliver purchases to PSC by
mail. See "Telephone Transactions and Related Liabilities" for additional
information.
Class A Shares
You may buy Class A shares at the public offering price, including a sales
charge, as follows:
Sales Charge as a % of Dealer
---------------------- Allowance
Net as a % of
Offering Amount Offering
Amount of Purchase Price Invested Price
----------------------------------- ---------- ---------- -----------
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than $100,000 4.50 4.71 4.00
$100,000 but less than $250,000 3.50 3.63 3.00
$250,000 but less than $500,000 2.50 2.56 2.00
$500,000 but less than $1,000,000 2.00 2.04 1.75
$1,000,000 or more -0- -0- see below
The schedule of sales charges above is applicable to purchases of Class A
shares of the Fund by (i) an individual, (ii) an individual and his or her
spouse and children under the age of 21 and (iii) a trustee or other
fiduciary of a trust estate or fiduciary account or related trusts or
accounts including pension, profit-sharing and other employee benefit trusts
qualified under Section 401 or 408 of the Internal Revenue Code of 1986, as
amended (the "Code"), although more than one beneficiary is involved. The
sales charges applicable to a current purchase of Class A shares of the Fund
by a person listed above is determined by adding the value of shares to be
purchased to the aggregate value (at the then current offering price) of
shares of any of the other Pioneer mutual funds previously purchased and then
owned, provided PFD is notified by such person or his or her broker-dealer
each time a purchase is made which would qualify. Pioneer mutual funds
include all mutual funds for which PFD serves as principal underwriter. At
the sole discretion of PFD, holdings of funds domiciled outside the U.S., but
which are managed by affiliates of PMC, may be included for this purpose.
No sales charge is payable at the time of purchase on investments of $1
million or more or for purchases by participants in certain group plans
(described below) subject to a CDSC of 1% which may be imposed in the event
of a redemption of Class A shares within 12 months of purchase. See "How to
Sell Fund Shares." PFD may, in its discretion, pay a commission to
broker-dealers who initiate and are responsible for such purchases as
follows: 1% on the first $5 million invested; 0.50% on the next $45 million;
and 0.25% on the excess over $50 million. These commissions will not be paid
if the purchaser is affiliated with the broker-dealer or if the purchase
represents the reinvestment of a redemption made during the previous 12
calendar months. Broker-dealers who receive a commission in connection with
Class A share purchases at net asset value by 401(a) or 401(k) retirement
plans with 1,000 or more eligible participants or with at least $10 million
in plan assets will be required to return any commission paid or a pro rata
portion thereof if the retirement plan redeems its shares within 12 months of
purchase. See also "How to Sell Fund Shares." In connection with PGI's
acquisition of Mutual of Omaha Fund Management Company and contingent upon
the achievement of certain sales objectives, PFD may pay to Mutual of Omaha
Investor Services, Inc. 50% of PFD's retention of any sales commission on
sales of the Fund's Class A shares through such dealer. From time to time,
PFD may elect to reallow the entire initial sales charge to participating
dealers for all Class A sales with respect to which orders are placed during
a particular period. Dealers to whom substantially the entire sales charge is
reallowed may be deemed to be underwriters under the federal securities laws.
Qualifying for a Reduced Sales Charge. Class A shares of the Fund may be
sold at a reduced or eliminated sales charge to certain group plans ("Group
Plans") under which a sponsoring organization makes recommendations to,
permits group solicitation of, or otherwise facilitates purchases by, its
employees, members or participants. Class A shares of the Fund may be sold at
net asset value without a sales charge to 401(k) retirement plans with 100 or
more participants or at least $500,000 in plan assets. Information about such
arrangements is available from PFD.
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Class A shares of the Fund may also be sold at net asset value per share
without a sales charge to: (a) current or former Trustees and officers of the
Fund and partners and employees of its legal counsel; (b) current or former
directors, officers, employees or sales representatives of PGI or its
subsidiaries; (c) current or former directors, officers, employees or sales
representatives of any sub-adviser or predecessor investment adviser to any
investment company for which PMC serves as investment adviser, and the
subsidiaries or affiliates of such persons; (d) current or former officers,
partners, employees or registered representatives of broker-dealers which
have entered into sales agreements with PFD; (e) members of the immediate
families of any of the persons above; (f) any trust, custodian, pension,
profit-sharing or other benefit plan of the foregoing persons; (g) insurance
company separate accounts; (h) certain "wrap accounts" for the benefit of
clients of financial planners adhering to standards established by PFD; (i)
other funds and accounts for which PMC or any of its affiliates serves as
investment adviser or manager; and (j) certain unit investment trusts. Shares
so purchased are purchased for investment purposes and may not be resold
except through redemption or repurchase by or on behalf of the Fund. The
availability of this privilege is conditioned upon the receipt by PFD of
written notification of eligibility. Class A shares of the Fund may be sold
at net asset value per share without a sales charge to Optional Retirement
Program (the "Program") participants if (i) the employer has authorized a
limited number of investment company providers for the Program, (ii) all
authorized investment company providers offer their shares to Program
participants at net asset value, (iii) the employer has agreed in writing to
actively promote the authorized investment company providers to Program
participants and (iv) the Program provides for a matching contribution for
each participant contribution. Class A shares of the Fund may also be sold at
net asset value without a sales charge in connection with certain
reorganization, liquidation or acquisition transactions involving other
investment companies or personal holding companies.
Reduced sales charges are available for purchases of $50,000 or more of
Class A shares (excluding any reinvestments of dividends and capital gains
distributions) made within a 13-month period pursuant to a Letter of Intent
("LOI") which may be established by completing the Letter of Intent section
of the Account Application. The reduced sales charge will be the charge that
would be applicable to the purchase of the specified amount of Class A shares
as if the shares had all been purchased at the same time. A purchase not made
pursuant to an LOI may be included if the LOI is submitted to PSC within 90
days of such purchase. You may also obtain the reduced sales charge by
including the value (at current offering price) of all your Class A shares in
the Fund and all other Pioneer mutual funds held of record as of the date of
your LOI in the amount used to determine the applicable sales charge for the
Class A shares to be purchased under the LOI. Five percent of your total
intended purchase amount will be held in escrow by PSC, registered in your
name, until the terms of the LOI are fulfilled.
You are not obligated to purchase the amount specified in your LOI. If,
however, the amount actually purchased during the 13-month period is more or
less than that indicated in your LOI, an adjustment in the sales charge will
be made. If a payment to cover actual sales charges is due, it must be paid
to PFD within 20 days after PFD or your dealer sends you a written request or
PFD will direct PSC to liquidate sufficient shares from your escrow account
to cover the amount due. See the Statement of Additional Information for more
information.
Investors who are clients of a broker-dealer with a current sales
agreement with PFD may purchase shares of the Fund at net asset value,
without a sales charge, to the extent that the purchase price is paid out of
proceeds from one or more redemptions by the investor of shares of certain
other mutual funds. In order for a purchase to qualify for this privilege,
the investor must document to the broker-dealer that the redemption occurred
within the 60 days immediately preceding the purchase of shares; that the
client paid a sales charge on the original purchase of the shares redeemed;
and that the mutual fund whose shares were redeemed also offers net asset
value purchases to redeeming shareholders of any of the Pioneer mutual funds.
Further details may be obtained from PFD.
Class B Shares
You may buy Class B shares at the net asset value per share next computed
after receipt of a purchase order without the imposition of an initial sales
charge; however, Class B shares redeemed within six years of purchase will be
subject to a CDSC at the rates shown in the table below. The charge will be
assessed on the amount equal to the lesser of the current market value or the
original purchase cost of the shares being redeemed. No CDSC will be imposed
on increases in account value above the initial purchase price, including
shares derived from the reinvestment of dividends or capital gains
distributions.
The amount of the CDSC, if any, will vary depending on the number of years
from the time of purchase until the time of redemption of Class B shares. For
the purpose of determining the number of years from the time of any purchase,
all payments during a quarter will be aggregated and deemed to have been made
on the first day of that quarter. In processing redemptions of Class B
shares, the Fund will first redeem shares not subject to any CDSC, and then
shares held longest during the six-year period. As a result, you will pay the
lowest possible CDSC.
The CDSC for Class B shares subject to a CDSC upon redemption will be
determined as follows:
Year Since CDSC as a Percentage of Dollar
Purchase Amount Subject to CDSC
- -------- -----------------------------------
First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing
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<PAGE>
distribution-related services to the Fund in connection with the sale of
Class B shares, including the payment of compensation to broker-dealers.
Class B shares will automatically convert into Class A shares at the end
of the calendar quarter that is eight years after the purchase date, except
as noted below. Class B shares acquired by exchange from Class B shares of
another Pioneer mutual fund will convert into Class A shares based on the
date of the initial purchase and the applicable CDSC. Class B shares acquired
through reinvestment of distributions will convert into Class A shares based
on the date of the initial purchase to which such shares relate. For this
purpose, Class B shares acquired through reinvestment of distributions will
be attributed to particular purchases of Class B shares in accordance with
such procedures as the Trustees may determine from time to time. The
conversion of Class B shares to Class A shares is subject to the continuing
availability of a ruling from the Internal Revenue Service ("IRS"), which the
Fund has obtained, or an opinion of counsel that such conversions will not
constitute taxable events for federal tax purposes. There can be no assurance
that such ruling will continue to be in effect at the time any particular
conversion would normally occur. The conversion of Class B shares to Class A
shares will not occur if such ruling is no longer in effect and such an
opinion is not available and, therefore, Class B shares would continue to be
subject to higher expenses than Class A shares for an indeterminate period.
Class C Shares
You may buy Class C shares at the net asset value per share next computed
after receipt of a purchase order without the imposition of an initial sales
charge; however, Class C shares redeemed within one year of purchase will be
subject to a CDSC of 1%. The charge will be assessed on the amount equal to
the lesser of the current market value or the original purchase cost of the
shares being redeemed. No CDSC will be imposed on increases in account value
above the initial purchase price, including shares derived from the
reinvestment of dividends or capital gains distributions. Class C shares do
not convert to any other Class of Fund shares.
For the purpose of determining the time of any purchase, all payments
during a quarter will be aggregated and deemed to have been made on the first
day of that quarter. In processing redemptions of Class C shares, the Fund
will first redeem shares not subject to any CDSC, and then shares held for
the shortest period of time during the one-year period. As a result, you will
pay the lowest possible CDSC.
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the Fund in connection with the sale of Class C shares, including the payment
of compensation to broker-dealers.
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on Class
B shares may be waived or reduced for non-retirement accounts if: (a) the
redemption results from the death of all registered owners of an account (in
the case of UGMAs, UTMAs and trust accounts, waiver applies upon the death of
all beneficial owners) or a total and permanent disability (as defined in
Section 72 of the Code) of all registered owners occurring after the purchase
of the shares being redeemed or (b) the redemption is made in connection with
limited automatic redemptions as set forth in "Systematic Withdrawal Plans"
(limited in any year to 10% of the value of the account in the Fund at the
time the withdrawal plan is established).
The CDSC on Class B shares may be waived or reduced for retirement plan
accounts if: (a) the redemption results from the death or a total and
permanent disability (as defined in Section 72 of the Code) occurring after
the purchase of the shares being redeemed of a shareholder or participant in
an employer-sponsored retirement plan; (b) the distribution is to a
participant in an IRA, 403(b) or employer-sponsored retirement plan, is part
of a series of substantially equal payments made over the life expectancy of
the participant or the joint life expectancy of the participant and his or
her beneficiary or as scheduled periodic payments to a participant (limited
in any year to 10% of the value of the participant's account at the time the
distribution amount is established; a required minimum distribution due to
the participant's attainment of age 70-1/2 may exceed the 10% limit only if
the distribution amount is based on plan assets held by Pioneer); (c) the
distribution is from a 401(a) or 401(k) retirement plan and is a return of
excess employee deferrals or employee contributions or a qualifying hardship
distribution as defined by the Code or results from a termination of
employment (limited with respect to a termination to 10% per year of the
value of the plan's assets in the Fund as of the later of the prior December
31 or the date the account was established unless the plan's assets are being
rolled over to or reinvested in the same class of shares of a Pioneer mutual
fund subject to the CDSC of the shares originally held); (d) the distribution
is from an IRA, 403(b) or employer-sponsored retirement plan and is to be
rolled over to or reinvested in the same class of shares in a Pioneer mutual
fund and which will be subject to the applicable CDSC upon redemption; (e)
the distribution is in the form of a loan to a participant in a plan which
permits loans (each repayment of the loan will constitute a new sale which
will be subject to the applicable CDSC upon redemption); or (f) the
distribution is from a qualified defined contribution plan and represents a
participant's directed transfer (provided that this privilege has been
pre-authorized through a prior agreement with PFD regarding participant
directed transfers).
The CDSC on Class C shares and on any Class A shares subject to a CDSC may
be waived or reduced as follows: (a) for automatic redemptions as described
in "Systematic Withdrawal Plans" (limited to 10% of the value of the
account); (b) if the redemption results from the death or a total and
permanent disability (as defined in Section 72 of the Code) occurring after
the purchase of the shares being redeemed of a shareholder or participant in
an employer-sponsored retirement plan; (c) if the distribution is part of a
series of substantially equal payments made over the life expectancy of the
participant or the joint life expectancy of the participant and his or her
beneficiary; or (d) if the distribution is to a participant in an
employer-sponsored retirement plan and is (i) a return of excess employee
deferrals or contributions, (ii) a qualifying hardship distribution as
defined by the Code, (iii) from a termination of employment, (iv) in the form
of a loan to
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a participant in a plan which permits loans, or (v) from a qualified defined
contribution plan and represents a participant's directed transfer (provided
that this privilege has been pre-authorized through a prior agreement with
PFD regarding participant directed transfers).
The CDSC on any shares subject to a CDSC may be waived or reduced for
either non-retirement or retirement plan accounts if: (a) the redemption is
made by any state, county, or city, or any instrumentality, department,
authority, or agency thereof, which is prohibited by applicable laws from
paying a CDSC in connection with the acquisition of shares of any registered
investment management company; or (b) the redemption is made pursuant to the
Fund's right to liquidate or involuntarily redeem shares in a shareholder's
account. The CDSC on any shares subject to a CDSC will not be applicable if
the selling broker-dealer elects, with PFD's approval, to waive receipt of
the commission normally paid at the time of the sale.
Broker-Dealers. An order for each Class of Fund shares received by PFD
from a broker-dealer prior to the close of regular trading on the Exchange is
confirmed at the price appropriate for that Class as determined at the close
of regular trading on the Exchange on the day the order is received, provided
the order is received prior to PFD's close of business (usually, 5:30 p.m.
Eastern Time). It is the responsibility of broker-dealers to transmit orders
so that they will be received by PFD prior to PFD's close of business. PFD or
its affiliates may provide additional compensation to certain dealers or such
dealers' affiliates based on certain objective criteria established from time
to time by PFD. All such payments are made out of PFD's or its affiliate's
own assets. These payments will not change the price an investor will pay for
shares or the amount that the Fund will receive from such sale.
General. The Fund reserves the right in its sole discretion to withdraw
all or any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund. An order to
purchase shares is not binding on, and may be rejected by, PFD until it has
been confirmed in writing by PFD and payment has been received.
VIII. HOW TO SELL FUND SHARES
You can arrange to sell (redeem) Fund shares on any day the Exchange is
open by selling either some or all of your shares to the Fund.
You may sell your shares either through your broker-dealer or directly to
the Fund. Please note the following:
(bullet) If you are selling shares from a retirement account, other than
an IRA, you must make your request in writing (except for
exchanges to other Pioneer mutual funds which can be requested by
phone or in writing). Call 1-800-622-0176 for more information.
(bullet) If you are selling shares from a non-retirement account or an
IRA, you may use any of the methods described below.
Your shares will be sold at the share price next calculated after your
order is received in good order less any applicable CDSC. Sale proceeds
generally will be sent to you in cash, normally within seven days after your
order is received in good order. The Fund reserves the right to withhold
payment of the sale proceeds until checks received by the Fund in payment for
the shares being sold have cleared, which may take up to 15 calendar days
from the purchase date.
In Writing. You may sell your shares by delivering a written request,
signed by all registered owners, in good order to PSC, however, you must use
a written request, including a signature guarantee, to sell your shares if
any of the following applies:
(bullet) you wish to sell over $50,000 worth of shares,
(bullet) your account registration or address has changed within the last
30 days,
(bullet) the check is not being mailed to the address on your account
(address of record),
(bullet) the check is not being made out to the account owners, or
(bullet) the sale proceeds are being transferred to a Pioneer mutual fund
account with a different registration.
Your request should include your name, the Fund's name, your fund account
number, the Class of shares to be redeemed, the dollar amount or number of
shares to be redeemed, and any other applicable requirements as described
below. Unless instructed otherwise, PSC will send the proceeds of the sale to
the address of record. Fiduciaries and corporations are required to submit
additional documents. For more information, contact PSC at 1-800-225-6292.
Written requests will not be processed until they are received in good
order by PSC. Good order means that there are no outstanding claims or
requests to hold redemptions on the account, any certificates are endorsed by
the record owner(s) exactly as the shares are registered and the signature(s)
are guaranteed by an eligible guarantor. You should be able to obtain a
signature guarantee from a bank, broker, dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency or
savings association. A notary public cannot provide a signature guarantee.
Signature guarantees are not accepted by facsimile ("fax"). For additional
information about the necessary documentation for redemption by mail, please
contact PSC at 1-800-225-6292.
By Telephone or by Fax. Your account is automatically authorized to have
the telephone redemption privilege unless you indicate otherwise on your
Account Application or by writing to PSC. Proper account identification will
be required for each telephone redemption. The telephone redemption option is
not available to retirement plan accounts, except IRAs. A maximum of $50,000
per account per day may be redeemed by telephone or fax and the proceeds may
be received by check or bank wire or electronic funds transfer. To receive
the proceeds by check: the check must be made payable exactly as the account
is registered and the check must be sent to the address of record which must
not have changed in the last 30 days. To receive the proceeds by bank wire or
by electronic funds transfer: the proceeds must be sent to your bank address
of record which must have been
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properly pre-designated either on your Account Application or on an Account
Options Form and which must not have changed in the last 30 days. To redeem
by fax send your redemption request to 1-800-225-4240. You may always elect
to deliver redemption instructions to PSC by mail. See "Telephone
Transactions and Related Liabilities" below. Telephone redemptions will be
priced as described above. You are strongly urged to consult with your
financial representative prior to requesting a telephone redemption.
Selling Shares Through Your Broker-Dealer. The Fund has authorized PFD to
act as its agent in the repurchase of shares of the Fund from qualified
broker-dealers and reserves the right to terminate this procedure at any
time. Your broker-dealer must receive your request before the close of
business on the Exchange and transmit it to PFD before PFD's close of
business to receive that day's redemption price. Your broker-dealer is
responsible for providing all necessary documentation to PFD and may charge
you for its
services.
Small Accounts. The minimum account value is $500. If you hold shares of
the Fund in an account with a net asset value of less than the minimum
required amount due to redemptions or exchanges, the Fund may redeem the
shares held in this account at net asset value if you have not increased the
net asset value of the account to at least the minimum required amount within
six months of notice by the Fund to you of the Fund's intention to redeem the
shares.
CDSC on Class A Shares. Purchases of Class A shares of $1 million or more,
or by participants in a Group Plan which were not subject to an initial sales
charge, may be subject to a CDSC upon redemption. A CDSC is payable to PFD on
these investments in the event of a share redemption within 12 months
following the share purchase, at the rate of 1% of the lesser of the value of
the shares redeemed (exclusive of reinvested dividend and capital gain
distributions) or the total cost of such shares. Shares subject to the CDSC
which are exchanged into another Pioneer mutual fund will continue to be
subject to the CDSC until the original 12-month period expires. However, no
CDSC is payable upon redemption with respect to Class A shares purchased by
401(a) or 401(k) retirement plans with 1,000 or more eligible participants or
with at least $10 million in plan assets.
General. Redemptions may be suspended or payment postponed during any
period in which any of the following conditions exist: the Exchange is closed
or trading on the Exchange is restricted; an emergency exists as a result of
which disposal by the Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund to fairly
determine the value of the net assets of its portfolio; or the SEC, by order,
so permits.
Redemptions and repurchases are taxable transactions to shareholders. The
net asset value per share received upon redemption or repurchase may be more
or less than the cost of shares to an investor, depending on the market value
of the portfolio at the time of redemption or repurchase.
IX. HOW TO EXCHANGE FUND SHARES
Written Exchanges. You may exchange your shares by sending a letter of
instruction to PSC. Your letter should include your name, the name of the
fund out of which you wish to exchange and the name of the Pioneer mutual
fund into which you wish to exchange, your fund account number(s), the Class
of shares to be exchanged and the dollar amount or number of shares to be
exchanged. Written exchange requests must be signed by all record owner(s)
exactly as the shares are registered.
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicate otherwise on your Account
Application or by writing to PSC. Proper account identification will be
required for each telephone exchange. Telephone exchanges may not exceed
$500,000 per account per day. Each telephone exchange request, whether by
voice or by FactFone(SM), will be recorded. You are strongly urged to consult
with your financial representative prior to requesting a telephone exchange.
See "Telephone Transactions and Related Liabilities" below.
Automatic Exchanges. You may automatically exchange shares from one
Pioneer mutual fund account for shares of the same Class in another Pioneer
mutual fund account on a monthly or quarterly basis. The accounts must have
identical registrations and the originating account must have a minimum
balance of $5,000. The exchange will be effective on the day of the month
designated on your Account Application or Account Options Form.
General. Exchanges must be at least $1,000. You may exchange your
investment from one Class of Fund shares at net asset value, without a sales
charge, for shares of the same Class of any other Pioneer mutual fund. Not
all Pioneer mutual funds offer more than one Class of shares. A new Pioneer
mutual fund account opened through an exchange must have a registration
identical to that on the original account.
Shares which would normally be subject to a CDSC upon redemption will not
be charged the applicable CDSC at the time of an exchange. Shares acquired in
an exchange will be subject to the CDSC of the shares originally held. For
purposes of determining the amount of any applicable CDSC, the length of time
you have owned shares acquired by exchange will be measured from the date you
acquired the original shares and will not be affected by any subsequent
exchange.
Exchange requests received by PSC before 4:00 p.m. Eastern Time will be
effective on that day if the requirements above have been met, otherwise,
they will be effective on the next business day. PSC will process exchanges
only after receiving an exchange request in good order. There are currently
no fees or sales charges imposed at the time of an exchange. An exchange of
shares may be made only in states where legally permitted. For federal and
(generally) state income tax purposes, an exchange is considered to be a sale
of the shares of the Fund exchanged and a purchase of shares in another
mutual fund. Therefore, an exchange could result in a gain or loss on the
shares sold, depending on the tax basis of these shares and the timing of the
transaction, and special tax rules may apply.
You should consider the differences in objectives and policies of the
Pioneer mutual funds, as described in each fund's
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current prospectus, before making any exchange. For the protection of the
Fund's performance and shareholders, the Fund and PFD reserve the right to
refuse any exchange request or restrict, at any time without notice, the
number and/or frequency of exchanges to prevent abuses of the exchange
privilege. Such abuses may arise from frequent trading in response to
short-term market fluctuations, a pattern of trading by an individual or
group that appears to be an attempt to "time the market," or any other
exchange request which, in the view of management, will have a detrimental
effect on the Fund's portfolio management strategy or its operations. In
addition, the Fund and PFD reserve the right to charge a fee for exchanges or
to modify, limit, suspend or discontinue the exchange privilege with notice
to shareholders as required by law.
X. DISTRIBUTION PLANS
The Trust, on behalf of the Fund, has adopted a Plan of Distribution for
each Class of shares (the "Class A Plan," "Class B Plan," and "Class C Plan")
in accordance with Rule 12b-1 under the 1940 Act pursuant to which certain
distribution and service fees are paid.
Pursuant to the Class A Plan, the Fund reimburses PFD for its actual
expenditures to finance any activity primarily intended to result in the sale
of Class A shares or to provide services to holders of Class A shares,
provided the categories of expenses for which reimbursement is made are
approved by the Trust's Board of Trustees. As of the date of this Prospectus,
the Board of Trustees has approved the following categories of expenses for
Class A shares of the Fund: (i) a service fee to be paid to qualified
broker-dealers in an amount not to exceed 0.25% per annum of the Fund's daily
net assets attributable to Class A shares; (ii) reimbursement to PFD for its
expenditures for broker-dealer commissions and employee compensation on
certain sales of the Fund's Class A shares with no initial sales charge (See
"How to Buy Fund Shares"); and (iii) reimbursement to PFD for expenses
incurred in providing services to Class A shareholders and supporting
broker-dealers and other organizations (such as banks and trust companies) in
their efforts to provide such services. Banks are currently prohibited under
the Glass-Steagall Act from providing certain underwriting or distribution
services. If a bank was prohibited from acting in any capacity or providing
any of the described services, management would consider what action, if any,
would be appropriate.
Expenditures of the Fund pursuant to the Class A Plan are accrued daily
and may not exceed 0.25% of the Fund's average daily net assets attributable
to Class A shares. Distribution expenses of PFD are expected to substantially
exceed the distribution fees paid by the Fund in a given year. The Class A
Plan may not be amended to increase materially the annual percentage
limitation of average net assets which may be spent for the services
described therein without approval of the shareholders of the Fund. The Class
A Plan does not provide for the carryover of reimbursable expenses beyond 12
months from the time the Fund is first invoiced for an expense. For the
calendar year ended December 31, 1996, there was an allowable carryover of
distribution expenses reimbursable to PFD of $613 (less than 0.01% of the net
assets attributable to the Class A shares of the Fund).
Both the Class B Plan and the Class C Plan provide that the Fund will pay
a distribution fee at the annual rate of 0.75% of the Fund's average daily
net assets attributable to the applicable Class of shares and may pay PFD a
service fee at the annual rate of 0.25% of the Fund's average daily net
assets attributable to that Class of shares. The distribution fee is intended
to compensate PFD for its distribution services to the Fund. The service fee
is intended to be additional compensation for personal services and/or
account maintenance services with respect to Class B or Class C shares. PFD
also receives the proceeds of any CDSC imposed on the redemption of Class B
or Class C shares.
Commissions of 4%, equal to 3.75% of the amount invested and a first
year's service fee equal to 0.25% of the amount invested in Class B shares,
are paid to broker-dealers who have selling agreements with PFD. PFD may
advance to dealers the first year service fee at a rate up to 0.25% of the
purchase price of such shares and, as compensation therefore, PFD may retain
the service fee paid by the Fund with respect to such shares for the first
year after purchase. Dealers will become eligible for additional service fees
with respect to such shares commencing in the 13th month following the
purchase.
Commissions of up to 1% of the amount invested in Class C shares,
consisting of 0.75% of the amount invested and a first year's service fee of
0.25% of the amount invested, are paid to broker-dealers who have selling
agreements with PFD. PFD may advance to dealers the first year service fee at
a rate up to 0.25% of the purchase price of such shares and, as compensation
therefore, PFD may retain the service fee paid by the Fund with respect to
such shares for the first year after purchase. Commencing in the 13th month
following the purchase of Class C shares, dealers will become eligible for
additional annual distribution fees and service fees of up to 0.75% and
0.25%, respectively, of the net asset value of such shares.
When a broker-dealer sells Class B or Class C shares and elects, with
PFD's approval, to waive its right to receive the commission normally paid at
the time of sale, PFD may cause all or a portion of the distribution fees
described above to be paid to the broker-dealer.
Dealers may from time to time be required to meet certain criteria in
order to receive service fees. PFD or its affiliates are entitled to retain
all service fees payable under the Class B Plan or the Class C Plan for which
there is no dealer of record or for which qualification standards have not
been met as partial consideration for personal services and/or account
maintenance services performed by PFD or its affiliates for shareholder
accounts.
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION
The Fund has elected to be treated, has qualified, and intends to qualify
each year as a "regulated investment company" under Subchapter M of the Code,
so that it will not pay
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federal income tax on income and capital gains distributed to shareholders as
required under the Code.
Under the Code, the Fund will be subject to a nondeductible 4% excise tax
on a portion of its undistributed ordinary income and capital gains if it
fails to meet certain distribution requirements with respect to each calendar
year. The Fund intends to make distributions in a timely manner and
accordingly does not expect to be subject to the excise tax.
The Fund makes distributions to shareholders from its net long-term
capital gains, if any, annually, usually in December. Income dividends, and
distributions from net short-term capital gains, if any, are paid to
shareholders quarterly, during the months of March, June, September and
December. Dividends from income and/or capital gains may also be paid at such
other times as may be necessary for the Fund to avoid federal income or
excise tax. Generally, dividends from the Fund's net investment income,
market discount income, and net short-term capital gains are taxable under
the Code as ordinary income, and dividends from the Fund's net long-term
capital gains are taxable as long-term capital gains.
Unless shareholders specify otherwise, all distributions will be
automatically reinvested in additional full and fractional shares of the
Fund. For federal income tax purposes, all dividends are taxable as described
above whether a shareholder takes them in cash or reinvests them in
additional shares of the Fund. Information as to the federal tax status of
dividends and distributions will be provided annually to shareholders. For
further information on the distribution options available to shareholders,
see "Distribution Options" and "Directed Dividends" below.
Distributions by the Fund of the dividend income it receives from U.S.
domestic corporations may qualify for the dividends-received deduction for
corporate shareholders, subject to holding-period requirements and
debt-financing restrictions under the Code.
Dividends and other distributions and the proceeds of redemptions,
exchanges or repurchases of Fund shares paid to individuals and other
non-exempt payees will be subject to 31% backup withholding of federal income
tax if the Fund is not provided with the shareholder's correct taxpayer
identification number and certification that the number is correct and that
the shareholder is not subject to backup withholding or if the Fund receives
notice from the IRS or a broker that such withholding applies. Please refer
to the Account Application for additional information.
The description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or
U.S. corporations, partnerships, trusts or estates, and who are subject to
U.S. federal income tax. Non-U.S. shareholders and tax-exempt shareholders
are subject to tax treatment that is different than described above.
Shareholders should consult their own tax advisors regarding state, local and
other applicable tax laws.
XII. SHAREHOLDER SERVICES
PSC is the shareholder services and transfer agent for shares of the Fund.
PSC, a Massachusetts corporation, is a wholly-owned subsidiary of PGI. PSC's
offices are located at 60 State Street, Boston, Massachusetts 02109, and
inquiries to PSC should be mailed to Pioneering Services Corporation, P.O.
Box 9014, Boston, Massachusetts 02205-9014. Brown Brothers Harriman & Co.
(the "Custodian") serves as custodian of the Fund's portfolio securities and
other assets. The principal business address of the mutual fund division of
the Custodian is 40 Water Street, Boston, Massachusetts 02109.
Account and Confirmation Statements
PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing
details of transactions are sent to shareholders as transactions occur,
except Automatic Investment Plan transactions which are confirmed quarterly.
The Pioneer Combined Account Statement, mailed quarterly, is available to
shareholders who have more than one Pioneer account.
Shareholders whose shares are held in the name of an investment
broker-dealer or other party will not normally have an account with the Fund
and might not be able to utilize some of the services available to
shareholders of record. Examples of services which might not be available are
purchases, exchanges or redemptions of shares by mail or telephone, automatic
reinvestment of dividends and capital gains distributions, withdrawal plans,
Letters of Intention, Rights of Accumulation, telephone exchanges and
redemptions, and newsletters.
Additional Investments
You may add to your account by sending a check (minimum of $50 for Class A
shares and $500 for Class B and Class C shares) to PSC (account number and
Class of shares should be clearly indicated). The bottom portion of a
confirmation statement may be used as a remittance slip to make additional
investments.
Additions to your account, whether by check or through a Pioneer
Investomatic Plan, are invested in full and fractional shares of the Fund at
the applicable offering price in effect as of the close of regular trading on
the Exchange on the day of receipt.
Automatic Investment Plans
You may arrange for regular automatic investments of $50 or more through
government/military allotments, payroll deduction or through a Pioneer
Investomatic Plan. A Pioneer Investomatic Plan provides for a monthly or
quarterly investment by means of a pre-authorized electronic funds transfer
or draft drawn on a checking account. Pioneer Investomatic Plan investments
are voluntary, and you may discontinue the Plan at any time without penalty
upon 30 days' written notice to PSC. PSC acts as agent for the purchaser, the
broker-dealer and PFD in maintaining these plans.
Financial Reports and Tax Information
As a shareholder, you will receive financial reports at least
semiannually. In January of each year, the Fund will mail you information
about the tax status of dividends and distributions.
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Distribution Options
Dividends and capital gains distributions, if any, will automatically be
invested in additional shares of the Fund, at the applicable net asset value
per share, unless you indicate another option on the Account Application. Two
other options available are (a) dividends in cash and capital gains
distributions in additional shares; and (b) all dividends and capital gains
distributions in cash. These two options are not available, however, for
retirement plans or for an account with a net asset value of less than $500.
Changes in your distribution options may be made by written request to PSC.
If you elect to receive either dividends or capital gains or both in cash
and a distribution check issued to you is returned by the U.S. Postal Service
as not deliverable or a distribution check remains uncashed for six months or
more, the amount of the check may be reinvested in your account. Such
additional shares will be purchased at the then current net asset value.
Furthermore, the distribution option on the account will automatically be
changed to the reinvestment option until such time as you request a different
option by writing to PSC.
Directed Dividends
You may elect (in writing) to have the dividends paid by one Pioneer
mutual fund account invested in a second Pioneer mutual fund account. The
value of this second account must be at least $1,000 ($500 for Pioneer Fund
or Pioneer II). Invested dividends may be in any amount, and there are no
fees or charges for this service. Retirement plan shareholders may only
direct dividends to accounts with identical registrations, i.e., PGI IRA Cust
for John Smith may only go into another account registered PGI IRA Cust for
John Smith.
Direct Deposit
If you have elected to take distributions, whether dividends or dividends
and capital gains, in cash, or have established a Systematic Withdrawal Plan,
you may choose to have those cash payments deposited directly into your
savings, checking or NOW bank account. You may establish this service by
completing the appropriate section on the Account Application when opening a
new account or the Account Options Form for an existing account.
Voluntary Tax Withholding
You may request (in writing) that PSC withhold 28% of the dividends and
capital gains distributions paid from your account (before any reinvestment)
and forward the amount withheld to the IRS as a credit against your federal
income taxes. This option is not available for retirement plan accounts or
for accounts subject to backup withholding.
Telephone Transactions and Related Liabilities
Your account is automatically authorized to have telephone transaction
privileges unless you indicate otherwise on your Account Application or by
writing to PSC. You may purchase, sell or exchange Fund shares by telephone.
See "How to Buy Fund Shares," "How to Sell Fund Shares" and "How to Exchange
Fund Shares" for more information. For personal assistance, call
1-800-225-6292 between 8:00 a.m. and 9:00 p.m. Eastern Time on weekdays.
Computer-assisted transactions may be available to shareholders who have pre-
recorded certain bank information (see "FactFone(SM)"). You are strongly
urged to consult with your financial representative prior to requesting any
telephone transaction.
To confirm that each transaction instruction received by telephone is
genuine, PSC will record each telephone transaction, require the caller to
provide the personal identification number ("PIN") for the account and send
you a written confirmation of each telephone transaction. Different
procedures may apply to accounts that are registered to non-U.S. citizens or
that are held in the name of an institution or in the name of an investment
broker-dealer or other third-party. If reasonable procedures, such as those
described above, are not followed, the Fund may be liable for any loss due to
unauthorized or fraudulent instructions. The Fund may implement other
procedures from time to time. In all other cases, neither the Fund, PSC or
PFD will be responsible for the authenticity of instructions received by
telephone; therefore, you bear the risk of loss for unauthorized or
fraudulent telephone transactions.
During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the Fund
by telephone to institute a redemption or exchange. You should communicate
with the Fund in writing if you are unable to reach the Fund by telephone.
FactFone(SM)
FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer mutual fund shareholders by dialing 1-800-225-4321.
FactFone(SM) allows you to obtain current information on your Pioneer mutual
fund accounts and to inquire about the prices and yields of all publicly
available Pioneer mutual funds. In addition, you may use FactFone(SM) to make
computer-assisted telephone purchases, exchanges and redemptions from your
Pioneer mutual fund accounts if you have activated your PIN. Telephone
purchases and redemptions require the establishment of a bank account of
record. You are strongly urged to consult with your financial representative
prior to requesting any telephone transaction. Shareholders whose accounts
are registered in the name of a broker-dealer or other third party may not be
able to use FactFone(SM). See "How to Buy Fund Shares," "How to Exchange Fund
Shares," "How to Sell Fund Shares" and "Telephone Transactions and Related
Liabilities." Call PSC for assistance.
Retirement Plans
You should contact the Retirement Plans Department of PSC at
1-800-622-0176 for information relating to retirement plans for businesses,
age-weighted profit sharing plans, Simplified Employee Pension Plans, IRAs,
and Section 403(b) retirement plans for employees of certain non-profit
organizations and public school systems, all of which are available in
conjunction with investments in the Fund. The Account Application
accompanying this Prospectus should not be used to establish any of these
plans. Separate applications are required.
Telecommunications Device for the Deaf (TDD)
If you have a hearing disability and access to TDD keyboard equipment, you
can call our TDD number toll-free at 1-800-
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225-1997, weekdays from 8:30 a.m. to 5:30 p.m. Eastern Time, to contact our
telephone representatives with questions about your account.
Systematic Withdrawal Plans
If your account has a total value of at least $10,000 you may establish a
Systematic Withdrawal Plan ("SWP") providing for fixed payments at regular
intervals. Withdrawals from Class B and Class C share accounts are limited to
10% of the value of the account at the time the SWP is implemented. See
"Waiver or Reduction of Contingent Deferred Sales Charge" for more
information. Periodic checks of $50 or more will be sent to you, or any
person designated by you, monthly or quarterly, and your periodic redemptions
of shares may be taxable to you. Payments can be made either by check or
electronic transfer to a bank account designated by you. If you direct that
withdrawal checks be paid to another person after you have opened your
account, a signature guarantee must accompany your instructions. Purchases of
Class A shares of the Fund at a time when you have a SWP in effect may result
in the payment of unnecessary sales charges and may therefore be
disadvantageous.
You may obtain additional information by calling PSC at 1-800-225-6292 or
by referring to the Statement of Additional Information.
Reinstatement Privilege (Class A Shares Only)
If you redeem all or part of your Class A shares of the Fund, you may
reinvest all or part of the redemption proceeds without a sales charge in
Class A shares of the Fund if you send a written request to PSC not more than
90 days after your shares were redeemed. Your redemption proceeds will be
reinvested at the next determined net asset value of the Class A shares of
the Fund in effect immediately after receipt of the written request for
reinstatement. You may realize a gain or loss for federal income tax purposes
as a result of the redemption, and special tax rules may apply if a
reinstatement occurs. In addition, if a redemption resulted in a loss and an
investment is made in shares of the Fund within 30 days before or after the
redemption, you may not be able to recognize the loss for federal income tax
purposes. Subject to the provisions outlined under "How to Exchange Fund
Shares" above, you may also reinvest in Class A shares of other Pioneer
mutual funds; in this case you must meet the minimum investment requirements
for each fund you enter.
The 90-day reinstatement period may be extended by PFD for periods of up
to one year for shareholders living in areas that have experienced a natural
disaster, such as a flood, hurricane, tornado, or earthquake.
The options and services available to shareholders, including the terms of
the Exchange Privilege and the Pioneer Investomatic Plan, may be revised,
suspended or terminated at any time by PFD or by the Fund. You may establish
the services described in this section when you open your account. You may
also establish or revise many of them on an existing account by completing an
Account Options Form, which you may request by calling 1-800-225-6292.
XIII. THE TRUST
The Fund is a diversified series of the Trust, an open-end management
investment company (commonly referred to as a mutual fund) organized as a
Massachusetts business trust on April 7, 1990. The Trust has authorized an
unlimited number of shares of beneficial interest. As an open-end management
investment company, the Trust continuously offers its shares to the public
and under normal conditions must redeem its shares upon the demand of any
shareholder at the then current net asset value per share. See "How to Sell
Fund Shares." The Trust is not required, and does not intend, to hold annual
shareholder meetings, although special meetings may be called for the purpose
of electing or removing Trustees, changing fundamental investment
restrictions or approving a management contract.
The shares of the Trust are divided into three series: Pioneer Capital
Growth Fund, Pioneer Gold Shares and the Fund (collectively the "Funds"). The
Trust reserves the right to create and issue additional series of shares in
addition to the three Funds currently available. The Trustees have the
authority, without further shareholder approval, to classify and reclassify
the shares of the Fund, or any additional series of the Trust, into one or
more classes. As of the date of this Prospectus, the Trustees have authorized
the issuance of three classes of shares, designated Class A, Class B and
Class C. The shares of each class represent an interest in the same portfolio
of investments of the Fund. Each class has equal rights as to voting,
redemption, dividends and liquidation, except that each class bears different
distribution and transfer agent fees and may bear other expenses properly
attributable to the particular class. Class A, Class B and Class C
shareholders have exclusive voting rights with respect to the Rule 12b-1
distribution plans adopted by holders of those shares in connection with the
distribution of shares.
When issued and paid for in accordance with the terms of the Prospectus
and Statement of Additional Information, shares of the Trust are fully-paid
and non-assessable. Shares will remain on deposit with the Trust's transfer
agent and certificates will not normally be issued. The Trust reserves the
right to charge a fee for the issuance of Class A certificates; certificates
will not be issued for Class B and Class C shares.
XIV. INVESTMENT RESULTS
The average annual total return (for a designated period of time) on an
investment in the Fund may be included in advertisements, and furnished to
existing or prospective shareholders. The average annual total return for
each Class is computed in accordance with the SEC's standardized formula. The
calculation for all Classes assumes the reinvestment of all dividends and
distributions at net asset value and does not reflect the impact of federal
or state income taxes. In addition, for Class A shares the calculation
assumes the deduction of the maximum sales charge of 5.75%; for Class B and
Class C shares the calculation reflects the deduction of any applicable CDSC.
The periods illustrated would normally include one, five and ten years (or
since the commencement of the public offering of the shares of a Class, if
shorter) through the most recent calendar quarter.
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One or more additional measures and assumptions, including but not limited
to historical total returns; distribution returns; results of actual or
hypothetical investments; changes in dividends, distributions or share
values; or any graphic illustration of such data may also be used. These data
may cover any period of the Fund's existence and may or may not include the
impact of sales charges, taxes or other factors.
Other investments or savings vehicles and/or unmanaged market indices,
indicators of economic activity or averages of mutual funds results may be
cited or compared with the investment results of the Fund. Rankings or
listings by magazines, newspapers or independent statistical or rating
services, such as Lipper Analytical Services, Inc., may also be referenced.
The Fund's investment results will vary from time to time depending on
market conditions, the composition of the Fund's portfolio and operating
expenses of the Fund. All quoted investment results are historical and should
not be considered representative of what an investment in the Fund may earn
in any future period. For further information about the calculation methods
and uses of the Fund's investment results, see the Statement of Additional
Information.
16
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Notes
17
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Notes
18
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THE PIONEER FAMILY OF MUTUAL FUNDS
Growth Funds
Global/International
Pioneer Emerging Markets Fund
Pioneer Europe Fund
Pioneer Gold Shares
Pioneer India Fund
Pioneer International Growth Fund
Pioneer World Equity Fund
United States
Pioneer Capital Growth Fund
Pioneer Growth Shares
Pioneer Mid-Cap Fund
Pioneer Small Company Fund
Pioneer Micro-Cap Fund*
Growth and Income Funds
Pioneer Balanced Fund
Pioneer Equity-Income Fund
Pioneer Fund
Pioneer Real Estate Shares
Pioneer II
Income Funds
Taxable
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer Short-Term Income Trust*
Tax-Exempt
Pioneer Intermediate Tax-Free Fund**
Pioneer Tax-Free Income Fund**
Money Market Fund
Pioneer Cash Reserves Fund
*Offers Class A and B Shares only
**Not suitable for retirement accounts
19
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[Pioneer logo]
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
INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION
CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
LEGAL COUNSEL
HALE AND DORR LLP
PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.
SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: 1-800-225-6292
SERVICE INFORMATION
If you would like information on the following, please call:
Existing and new accounts, prospectuses,
applications, service forms
and telephone transactions 1-800-225-6292
FactFone(SM)
Automated fund yields, automated prices
and account information 1-800-225-4321
Retirement plans 1-800-622-0176
Toll-free fax 1-800-225-4240
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
0297-4000
(C)Pioneer Funds Distributor, Inc.
<PAGE>
Pioneer [Pioneer logo]
Gold Shares
Class A, Class B and Class C Shares
Prospectus
February 28, 1997
Pioneer Gold Shares (the "Fund") seeks long-term capital appreciation and such
protection against inflation as may be provided by investments in securities of
companies engaged in the mining, processing, refining or sale of gold or other
precious metals.
It is anticipated that in order to achieve its investment objective, the Fund
may invest a significant portion of its assets in foreign securities. See
"Investment Objective and Policies" in this Prospectus. There is no assurance
that the Fund will achieve its investment objective. The Fund is one of three
series of Pioneer Growth Trust (the "Trust").
Fund returns and share prices fluctuate and the value of your account, upon
redemption, may be more or less than your purchase price. Shares in the Fund are
not deposits or obligations of, or guaranteed or endorsed by, any bank or other
depository institution, and the shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other government
agency. Investments in securities of companies engaged in the mining,
processing, refining or sale of gold or other precious metals entail risks in
addition to those customarily associated with investing in securities in
general. In addition, the Fund may invest in securities issued by foreign
companies or governments which involve risks not typically associated with
investments in U.S. securities. The Fund is intended for investors who can
accept the risks associated with its investments and may not be suitable for all
investors. See "Investment Objectives and Policies" for a discussion of these
risks.
This Prospectus provides information about the Fund that you should know before
investing. Please read and retain it for your future reference. More information
about the Fund is included in the Statement of Additional Information, also
dated February 28, 1997, which is incorporated into this Prospectus by
reference. A copy of the Statement of Additional Information may be obtained
free of charge by calling Shareholder Services at 1-800-225-6292 or by written
request to the Trust at 60 State Street, Boston, Massachusetts 02109. Additional
information about the Trust has been filed with the Securities and Exchange
Commission (the "SEC") and is available upon request and without charge.
TABLE OF CONTENTS PAGE
--------- ------------------------------------------------------ --------
I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 2
III. INVESTMENT OBJECTIVE AND POLICIES 5
IV. MANAGEMENT OF THE FUND 6
V. FUND SHARE ALTERNATIVES 7
VI. SHARE PRICE 8
VII. HOW TO BUY FUND SHARES 8
VIII. HOW TO SELL FUND SHARES 12
IX. HOW TO EXCHANGE FUND SHARES 13
X. DISTRIBUTION PLANS 13
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 14
XII. SHAREHOLDER SERVICES 15
Account and Confirmation Statements 15
Additional Investments 15
Automatic Investment Plans 15
Financial Reports and Tax Information 15
Distribution Options 15
Directed Dividends 15
Direct Deposit 16
Voluntary Tax Withholding 16
Telephone Transactions and Related Liabilities 16
FactFone(SM) 16
Retirement Plans 16
Telecommunications Device for the Deaf (TDD) 16
Systematic Withdrawal Plans 16
Reinstatement Privilege (Class A Shares Only) 16
XIII. THE TRUST 17
XIV. INVESTMENT RESULTS 17
APPENDIX--CERTAIN INVESTMENT PRACTICES 18
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
1
<PAGE>
I. EXPENSE INFORMATION
This table is designed to help you understand the charges and expenses that
you, as a shareholder, will bear directly or indirectly when you invest in the
Fund. The table reflects annual operating expenses based on actual expenses
incurred for the fiscal year ended October 31, 1996. For Class C shares,
operating expenses are based on expenses that would have been incurred if Class
C shares had been outstanding for the entire fiscal year ended October 31, 1996.
<TABLE>
<CAPTION>
Class A Class B Class C+
<S> <C> <C> <C>
Shareholder Transaction Expenses:
Maximum Initial Sales Charge on Purchases (as
a percentage of offering price) 5.75%1 None None
Maximum Sales Charge on Reinvestment of
Dividends None None None
Maximum Deferred Sales Charge
(as a percentage of purchase price
or redemption proceeds, as applicable) None1 4.00% 1.00%
Redemption Fee2 None None None
Exchange Fee None None None
Annual Operating Expenses (as a percentage of average net assets):
Management Fee (after fee reduction)3 0.48% 0.48% 0.48%
12b-1 Fees 0.23% 1.00% 1.00%
Other Expenses (including transfer agent
fee, custodian fees and accounting and
printing expenses) (after expense reduction)3 1.00% 1.09% 1.08%
---------- ---------- ------------
Total Operating Expenses (after reductions)3 1.71% 2.57% 2.56%
========== ========== ============
</TABLE>
+ Class C shares were first offered on January 31, 1996.
1 Purchases of $1 million or more and purchases by participants in certain
group plans are not subject to an initial sales charge but may be subject to a
contingent deferred sales charge ("CDSC") as further described under "How to
Sell Fund Shares."
2 Separate fees (currently $10 and $20, respectively) apply to domestic and
international wire transfers of redemption proceeds.
3 Pioneering Management Corporation ("PMC"), the Fund's investment adviser, has
agreed not to impose all or a portion of its management fee as required to
limit the Class A shares operating expenses of the Fund to 1.75% of the
average net assets attributable to Class A shares; the portion of Fund-wide
operating expenses attributable to Class B and Class C shares will be reduced
only to the extent that they are reduced for Class A shares. This agreement is
voluntary and temporary and may be revised or terminated at any time by PMC.
Class A Class B Class C
Expenses Absent Reductions
Management Fee 0.65% 0.65% 0.65%
Other Expenses N/A N/A 1.18%
Total Operating Expenses 1.88% 2.73% 2.83%
Example:
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return, reinvestment of all dividends and distributions and that the
percentage amounts listed under "Annual Operating Expenses" remain the same each
year.
1 Year 3 Years 5 Years 10 Years
Class A Shares $74 $108 $145 $248
Class B Shares*
--Assuming complete redemption
at end of period $66 $110 $157 $270
--Assuming no redemption $26 $ 80 $137 $270
Class C Shares**
--Assuming complete redemption
at end of period $36 $ 80 $136 $290
--Assuming no redemption $26 $ 80 $136 $290
* Class B shares convert to Class A shares eight years after purchase;
therefore, Class A share expenses are used after year eight.
** Class C shares redeemed during the first year after purchase are subject to a
1% CDSC.
THE EXAMPLE IS DESIGNED FOR INFORMATION PURPOSES ONLY, AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST FUTURE EXPENSES OR RETURN. ACTUAL FUND
EXPENSES AND RETURN WILL VARY FROM YEAR TO YEAR AND MAY BE HIGHER OR LOWER THAN
THOSE SHOWN.
For further information regarding management fees, 12b-1 fees and other
expenses of the Fund, see "Management of the Fund," "Distribution Plans" and
"How To Buy Fund Shares" in this Prospectus and "Management of the Funds" and
"Underwriting Agreement and Distribution Plans" in the Statement of Additional
Information. The Fund's payment of a 12b-1 fee may result in long-term
shareholders indirectly paying more than the economic equivalent of the maximum
sales charge permitted under the Conduct Rules of the National Association of
Securities Dealers, Inc. ("NASD").
The maximum initial sales charge is reduced on purchases of specified larger
amounts of Class A shares and the value of shares owned in other Pioneer mutual
funds is taken into account in determining the applicable initial sales charge.
See "How to Buy Fund Shares." No sales charge is applied to exchanges of shares
of the Fund for shares of other publicly available Pioneer mutual funds. See
"How to Exchange Fund Shares."
--------------------------------------------------------------------------
II. FINANCIAL HIGHLIGHTS
The following information has been audited by Arthur Andersen LLP,
independent public accountants, in connection with their audit of the Fund's
financial statements. Arthur Andersen LLP's report on the Fund's financial
statements as of October 31, 1996 appears in the Fund's Annual Report which is
incorporated by reference into the Statement of Additional Information. The
information listed below should be read in conjunction with the financial
statements contained in the Annual Report. The Annual Report includes more
information about the Fund's performance and is available free of charge by
calling Shareholder Services at 1-800-225-6292.
2
<PAGE>
Pioneer Gold Shares
Selected Data for a Class A Share Outstanding Throughout Each Period:
<TABLE>
<CAPTION>
For the Year Ended October 31,
---------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Net asset value, beginning of period $ 6.80 $ 7.94 $ 7.44
--------- --------- ---------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.01) $ (0.01) $ (0.03)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions 1.02 (1.13) 0.53
--------- --------- ---------
Net increase (decrease) from investment
operations $ 1.01 $ (1.14) $ 0.50
Distribution to shareholders from:
Net investment income -- -- --
--------- --------- ---------
Net increase (decrease) in net asset value $ 1.01 $ (1.14) $ 0.50
--------- --------- ---------
Net asset value, end of period $ 7.81 $ 6.80 $ 7.94
========= ========= =========
Total return* 14.85% (14.36%) 6.72%
Ratio of net operating expenses to average net
assets 1.72%+ 1.76%+ 1.75%
Ratio of net investment income to average net
assets (0.13)%+ (0.16%)+ (0.40%)
Portfolio turnover rate 15% 6% 3%
Average commission rate paid(1) $0.0349 -- --
Net assets, end of period (in thousands) $36,028 $24,412 $26,168
Ratios assuming no waiver of management fees and
assumption of expenses by PMC and no reduction
for fees paid indirectly:
Net operating expenses 1.88% 2.28% 2.14%
Net investment income (loss) (0.29)% (0.68%) (0.79%)
Ratios assuming waiver of management fees and
assumption of expenses by PMC and reduction for
fees paid indirectly:
Net operating expenses 1.71% 1.75% --
Net investment income (loss) (0.12)% (0.15)% --
</TABLE>
<TABLE>
<CAPTION>
7/25/90
----------------
For the Year Ended (Commencement
October 31, of Operations)
----------------------------- to
1993 1992 1991 10/31/90
-------- -------- -------- ----------------
Net asset value, beginning of period $5.03 $5.35 $5.33 $ 6.50
<S> <C> <C> <C> <C>
-------- -------- -------- ----------------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.03) $(0.02) $ 0.01 $ (0.14)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions 2.44 (0.28) 0.01 (1.03)
-------- -------- -------- ----------------
Net increase (decrease) from investment
operations $ 2.41 $(0.30) $ 0.02 $ (1.17)
Distribution to shareholders from:
Net investment income -- (0.02) -- --
-------- -------- -------- ----------------
Net increase (decrease) in net asset value $ 2.41 $(0.32) $ 0.02 $ (1.17)
-------- -------- -------- ----------------
Net asset value, end of period $ 7.44 $ 5.03 $ 5.35 $ 5.33
======== ======== ======== ================
Total return* 47.91% (5.70%) 0.38% (18.00%)
Ratio of net operating expenses to average net
assets 1.75% 1.75% 1.75% 9.21%**
Ratio of net investment income to average net
assets (0.52%) (0.35%) 0.18% (6.31%)**
Portfolio turnover rate 6% 4% 10% 15%**
Average commission rate paid(1) -- -- -- --
Net assets, end of period (in thousands) $14,057 $3,461 $1,800 $ 1,399
Ratios assuming no waiver of management fees and
assumption of expenses by PMC and no reduction
for fees paid indirectly:
Net operating expenses 3.23% 6.62% 10.97% --
Net investment income (loss) (2.00%) (5.22%) (9.04%) --
Ratios assuming waiver of management fees and
assumption of expenses by PMC and reduction for
fees paid indirectly:
Net operating expenses -- -- -- --
Net investment income (loss) -- -- -- --
</TABLE>
- ------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales charge.
Total return would be reduced if sale charges were taken into account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
(1) Amount represents the rate of commission paid per share. Amount may
fluctuate from period to period as a result of portfolio transactions
executed in different markets where trading practices and commission rate
structures may vary.
3
<PAGE>
Selected Data for a Class B Share Outstanding Throughout Each Period:
<TABLE>
<CAPTION>
For the Year Ended
October 31, April 4, 1994 to
---------------------
1996 1995 October 31, 1994
--------- --------- -----------------
<S> <C> <C> <C>
Net asset value, beginning of period $ 6.73 $ 7.89 $ 7.83
--------- --------- -----------------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.06) $ (0.05) $(0.03)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 0.98 (1.11) 0.09
--------- --------- -----------------
Distribution to shareholders -- -- --
--------- --------- -----------------
Net increase (decrease) in net asset value $ 0.92 $ (1.16) $ 0.06
--------- --------- -----------------
Net asset value, end of period $ 7.65 $ 6.73 $ 7.89
========= ========= =================
Total return* 13.67% (14.70%) 0.77%
Ratio of net operating expenses to average net assets 2.59%+ 2.57%+ 2.67%**
Ratio of net investment income (loss) to average net
assets (1.00)%+ (1.01%)+ (1.42%)**
Portfolio turnover rate 15% 6% 3%
Average commission rate paid(1) $0.0349 -- --
Net assets, end of period (in thousands) $ 4,720 $ 1,762 $ 951
Ratios assuming no waiver of management fees and assumption of expenses by PMC
and no reduction for fees paid indirectly:
Net operating expenses 2.73% 3.12% 2.79%**
Net investment income (loss) (1.14)% (1.56%) (1.54%)**
Ratios assuming waiver of management fees and assumption of expenses by PMC and
reduction for fees paid indirectly:
Net operating expenses 2.57% 2.53% --
Net investment income (loss) (0.98)% (0.97%) --
</TABLE>
Pioneer Gold Shares
Selected Data for a Class C Share Outstanding Throughout Each Period(a):
<TABLE>
<CAPTION>
For the period January 31, 1996
through October 31, 1996
<S> <C>
Net asset value, beginning of period $ 8.70
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.02)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions (1.03)
Net increase (decrease) in net asset value $ (1.05)
Net asset value, end of period $ 7.65
Total return* (12.07)%
Ratio of net operating expenses to average net assets 2.59%**+
Ratio of net investment income (loss) to average net
assets (1.12)%**+
Portfolio turnover rate 15%
Average commission rate paid(1) $0.0349
Net assets, end of period (in thousands) $ 1,690
Ratios assuming no waiver of management fees and assumption of expenses by PMC
and no reduction for fees paid indirectly:
Net operating expenses 2.83%**
Net investment income (loss) (1.36)%**
Ratios assuming waiver of management fees and assumption of expenses by PMC and
reduction for fees paid indirectly:
Net operating expenses 2.56%**
Net investment income (loss) (1.09)%**
</TABLE>
- ------------
(a) Class C shares were first publicly offered on January 31, 1996.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales charge.
Total return would be reduced if sales charges were taken into account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
(1) Amount represents the rate of commission paid per share. Amount may
fluctuate from period to period as a result of portfolio transactions
executed in different markets where trading practices and commission rate
structures may vary.
4
<PAGE>
III. INVESTMENT OBJECTIVE AND POLICIES
The Fund is managed in accordance with the value investment philosophy of
PMC, the Fund's investment adviser. This approach consists of developing a
diversified portfolio of securities consistent with the Fund's investment
objective and selected primarily on the basis of PMC's judgment that the
securities have an underlying value, or potential value, which exceeds their
current prices. The analysis and quantification of the economic worth, or basic
value, of individual companies reflects PMC's assessment of a company's assets
and the company's prospects for earnings and/or reserve growth over the next
three-to-five years. PMC relies primarily on the knowledge, experience and
judgment of its own research staff, but also receives and uses information from
a variety of outside sources, including brokerage firms, electronic data bases,
specialized research firms and technical journals.
The investment objective of the Fund is to seek long-term capital
appreciation and such protection against inflation as may be provided by
investments in securities of companies engaged in the mining, processing,
refining or sale of gold or other precious metals.
Under normal circumstances, the Fund will invest at least 70% of its assets
in common stocks or securities convertible into common stock of companies
engaged principally in the mining, processing, refining or sale of gold or
products made primarily from gold. A company will be deemed to be engaged
principally in such business if it derives at least 50% of its net income or
gross revenues from such activities or if 50% of its assets are devoted to such
activities. The Fund's investment concentration policy (i.e., investing more
than 25% of its assets in the gold industry) is a fundamental policy which may
not be changed without shareholder approval. The balance of the Fund's assets
may be invested in: (i) securities of companies or countries mining or producing
other precious metals such as platinum or silver; (ii) securities which are
backed by, or otherwise tied to the price of gold and securities of companies
which provide goods or services to the mining industry; and (iii) certain
short-term, temporary investments such as marketable obligations issued or
guaranteed by the United States ("U.S.") government, obligations of U.S. banks
and commercial paper.
The Fund may invest all or part of its assets in foreign securities. Because
a significant portion of the worldwide production of gold is outside the U.S., a
significant portion of the Fund's assets will typically consist of such foreign
securities. It is also possible that the Fund will invest more than 25% of its
assets in securities of companies located in a single foreign country. Although
the Fund may invest in the securities of foreign governments, their agencies and
instrumentalities, the Fund has no present intention to invest more than 5% of
its assets in such securities. See the Statement of Additional Information for
more information.
The Fund's fundamental investment objective and the fundamental investment
restrictions set forth in the Statement of Additional Information may not be
changed without shareholder approval. Certain other investment policies and
strategies and restrictions on investment are noted throughout the Prospectus
and are set forth in the Statement of Additional Information. These investment
policies and strategies and restrictions may be changed at any time by a vote of
the Board of Trustees.
The Fund is substantially fully invested at all times. It is the policy of
the Fund not to engage in trading for short-term profits. Nevertheless, changes
in the portfolio will be made promptly when determined to be advisable by reason
of developments not foreseen at the time of the initial investment decision, and
usually without reference to the length of time a security has been held.
Accordingly, portfolio turnover rate will not be considered a limiting factor in
the execution of investment decisions. See "Financial Highlights" for the Fund's
actual turnover rates. Short-term, temporary investments will not normally
represent more than 10% of the Fund's assets. A short-term investment is
considered to be an investment with a maturity of one year or less from the date
of issuance.
The Fund may enter into repurchase agreements, not to exceed seven days, with
broker-dealers and any member bank of the Federal Reserve System. The Board of
Trustees will review and monitor the creditworthiness of any institution which
enters into a repurchase agreement with the Fund. Such repurchase agreements
will be fully collateralized with U.S. Treasury and/or agency obligations with a
market value of not less than 100% of the obligations, valued daily. Collateral
will be held by the Fund's custodian in a segregated, safekeeping account for
the benefit of the Fund. In the event that a repurchase agreement is not
fulfilled, the Fund could suffer a loss to the extent that the value of the
collateral falls below the repurchase price.
The Fund may lend portfolio securities to member firms of the New York Stock
Exchange (the "Exchange"). As with other extensions of credit, there are risks
of delay in recovery or even loss of rights in the collateral should the
borrower of the securities fail financially. The Fund will lend portfolio
securities only to firms which have been approved in advance by the Board of
Trustees, which will monitor the creditworthiness of any such firms. At no time
will the value of the securities loaned exceed 30% of the value of the Fund's
total assets. These investment strategies are also described in the Statement of
Additional Information.
In pursuit of its objective, Fund may employ certain active investment
management techniques including forward foreign currency exchange contracts,
options and futures contracts on currencies, securities and securities indices
and options on such futures contracts. These techniques may be employed in an
attempt to hedge foreign currency and other risks associated with the Fund's
portfolio securities. The risks associated with the Fund's transactions in
options and futures, which are considered to be derivative securities, may
include some or all of the following: market risk, leverage and volatility risk,
correlation risk, credit risk and liquidity and valuation risk. See the Appendix
to this Prospectus and the Statement of Additional Information for a description
of these investment practices and associated risks.
5
<PAGE>
Risk Factors
The Fund may invest in securities issued by foreign companies and in
securities issued by foreign governments. Investing in securities of foreign
companies and countries involves certain considerations and risks which are not
typically associated with investing in U.S. government securities and securities
of domestic companies. Foreign companies are not subject to uniform accounting,
auditing and financial standards and requirements comparable to those applicable
to U.S. companies. There may also be less publicly available information about
foreign companies compared to reports and ratings published about U.S.
companies. In addition, foreign securities markets have substantially less
volume than domestic markets and securities of some foreign companies are less
liquid and more volatile than securities of comparable U.S. companies. There may
also be less government supervision and regulation of foreign securities
exchanges, brokers and listed companies than exists in the United States.
Interest or dividends paid by foreign issuers may be subject to withholding and
other foreign taxes which will decrease the net return on such investments as
compared to interest or dividends paid to the Fund by the U.S. government or by
domestic companies. Finally, there may be the possibility of expropriations,
confiscatory taxation, political, economic or social instability or diplomatic
developments which could adversely affect assets of the Fund held in foreign
countries.
The value of foreign securities may also be adversely affected by
fluctuations in the relative rates of exchange between the currencies of
different nations and by exchange control regulations. For example, the value of
a foreign security held by the Fund as measured in U.S. dollars will decrease if
the foreign currency in which the security is denominated declines in value
against the U.S. dollar. In such event, this will cause an overall decline in
the Fund's net asset value and may also reduce net investment income and capital
gains, if any, to be distributed in U.S. dollars to shareholders of the Fund.
Fixed-income securities in which the Fund may invest generally pay a fixed
rate of return and may include debt obligations of the U.S. government, foreign
governments, corporations and municipalities. Fixed-income securities are
subject to the risk of an issuer's inability to meet principal and interest
payments on the obligations and may also be subject to price volatility due to
such factors as interest rate sensitivity, market perception of the
creditworthiness of the issuer and general market liquidity.
The Fund's investment policies present unique risks to the portfolio's value.
In recent years, the prices of gold and other precious metals have been subject
to dramatic fluctuations caused primarily by international monetary and
political developments including trade or currency restrictions, currency
devaluations and revaluations and social and political conditions within a
country. Dramatic fluctuations in the prices of gold or other metals will affect
the market values of the securities of companies in which the Fund intends to
invest. Major gold suppliers are to be found in the Republic of South Africa
("South Africa"), Australia, Canada, the United States and member states of the
Commonwealth of Independent States ("CIS") which were formerly part of the
Soviet Union. The current economic, political and social conditions in South
Africa and the CIS may adversely affect the price of gold and, accordingly, the
market values of the securities of companies in the industry. The only legally
authorized sales agent for gold produced in South Africa, the world's largest
producer, is the Reserve Bank of South Africa. The Reserve Bank's policies
significantly influence the timing of any sales of South African bullion.
Additionally, the South African Ministry of Mines determines gold mining policy.
South Africa depends on the sale of gold for the foreign exchange necessary to
finance its imports, and its sales policy is necessarily subject to national
economic and political developments. Finally, investments in the securities of
South African companies may be affected by laws in the U.S. relating to foreign
investments in South Africa or foreign investments generally.
IV. MANAGEMENT OF THE FUND
The Board of Trustees of the Trust has overall responsibility for management
and supervision of the Fund. There are currently eight Trustees, six of whom are
not "interested persons" of the Trust as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). The Board meets at least quarterly. By
virtue of the functions performed by PMC as investment adviser, the Fund
requires no employees other than its executive officers, all of whom receive
their compensation from PMC or other sources. The Statement of Additional
Information contains the names and general business and professional background
of each Trustee and executive officer of the Trust.
Investment advisory services are provided to the Fund by PMC pursuant to a
management contract between PMC and the Trust, on behalf of the Fund. PMC
serves as investment adviser to the Fund and is responsible for the overall
management of the Fund's business affairs, subject only to the authority of
the Board of Trustees. PMC is a wholly-owned subsidiary of The Pioneer Group,
Inc. ("PGI"), a publicly-traded Delaware corporation. Pioneer Funds
Distributor, Inc. ("PFD"), an indirect wholly-owned subsidiary of PGI, is the
principal underwriter of shares of the Fund.
Mr. David Tripple, President and Chief Investment Officer of PMC and
Executive Vice President of the Fund, has general responsibility for PMC's
investment operations and chairs a committee of PMC's equity managers which
reviews PMC's research and portfolio operations, including those of the Fund.
Mr. Tripple joined PMC in 1974.
The Fund is covered by a team of managers and analysts which does research
for and oversees the management of the Fund. Members of the team meet regularly
to discuss holdings, prospective investments and portfolio composition.
Day-to-day management of the Fund has been the responsibility of Mr. Tripple,
since the inception of the Fund.
In addition to the Fund, PMC also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts.
6
<PAGE>
PMC's and PFD's executive offices are located at 60 State Street, Boston,
Massachusetts 02109. In an effort to avoid conflicts of interest with the Trust,
the Trust and PMC have adopted a Code of Ethics that is designed to maintain a
high standard of personal conduct by directing that all personnel defer to the
interests of the Trust and its shareholders in making personal securities
transactions.
Under the terms of its contract with the Trust, PMC assists in the management
of the Fund and is authorized in its discretion to buy and sell securities for
the account of the Fund. PMC pays all the expenses, including executive salaries
and the rental of certain office space, related to its services for the Fund,
with the exception of the following which are to be paid by the Fund: (a)
charges and expenses for fund accounting, pricing and appraisal services and
related overhead, including, to the extent such services are performed by
personnel of PMC or its affiliates, office space and facilities and personnel
compensation, training and benefits; (b) the charges and expenses of auditors;
(c) the charges and expenses of any custodian, transfer agent, plan agent,
dividend disbursing agent and registrar appointed by the Trust with respect to
the Fund; (d) issue and transfer taxes, chargeable to the Fund in connection
with securities transactions to which the Fund is a party; (e) insurance
premiums, interest charges, dues and fees for membership in trade associations,
and all taxes and corporate fees payable by the Fund to federal, state or other
governmental agencies; (f) fees and expenses involved in registering and
maintaining registrations of the Fund and/or its shares with regulatory
agencies, individual states or blue sky securities agencies, territories and
foreign countries, including the preparation of Prospectuses and Statements of
Additional Information for filing with regulatory agencies; (g) all expenses of
shareholders' and Trustees' meetings and of preparing, printing and distributing
prospectuses, notices, proxy statements and all reports to shareholders and to
governmental agencies; (h) charges and expenses of legal counsel to the Fund and
the Trustees; (i) distribution fees paid by the Fund in accordance with Rule
12b-1 promulgated by the SEC pursuant to the 1940 Act; (j) compensation of those
Trustees of the Trust who are not affiliated with or interested persons of PMC,
the Trust (other than as Trustees), PGI or PFD; (k) the cost of preparing and
printing share certificates; and (l) interest on borrowed money, if any. In
addition to the expenses described above, the Fund shall pay all brokers' and
underwriting commissions chargeable to the Fund in connection with securities
transactions to which the Fund is a party.
Orders for the Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances in which two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker-dealer provides investment research or brokerage services or sells shares
of any Pioneer mutual fund or other funds for which PMC or any other affiliate
or subsidiary serves as investment adviser or manager. See the Statement of
Additional Information for a further description of PMC's brokerage allocation
practices.
As compensation for its management services and certain expenses which PMC
incurs, PMC is entitled to a management fee equal to 0.65% per annum 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.
The fee is normally computed daily and paid monthly. See "Expense Information"
in this Prospectus and "Investment Adviser" in the Statement of Additional
Information.
John F. Cogan, Jr., Chairman and President of the Trust, Chairman of PFD,
President and a Director of PGI and Chairman and a Director of PMC, owned
approximately 14% of the outstanding capital stock of PGI as of the date of this
Prospectus.
V. FUND SHARE ALTERNATIVES
The Fund continuously offers three Classes of shares designated as Class A,
Class B and Class C shares, as described more fully in "How to Buy Fund Shares."
If you do not specify in your instructions to the Fund which Class of shares you
wish to purchase, exchange or redeem, the Fund will assume that your
instructions apply to Class A shares.
Class A Shares. If you invest less than $1 million in Class A shares, you
will pay an initial sales charge. Certain purchases may qualify for reduced
initial sales charges. If you invest $1 million or more in Class A shares, no
sales charge will be imposed at the time of purchase, however, shares redeemed
within 12 months of purchase may be subject to a CDSC. Class A shares are
subject to distribution and service fees at a combined annual rate of up to
0.25% of the Fund's average daily net assets attributable to Class A shares.
Class B Shares. If you plan to invest up to $250,000, Class B shares are
available to you. Class B shares are sold without an initial sales charge, but
are subject to a CDSC of up to 4% if redeemed within six years. Class B shares
are subject to distribution and service fees at a combined annual rate of 1% of
the Fund's average daily net assets attributable to Class B shares. Your entire
investment in Class B shares is available to work for you from the time you make
your investment, but the higher distribution fee paid by Class B shares will
cause your Class B shares (until conversion) to have a higher expense ratio and
to pay lower dividends, to the extent dividends are paid, than Class A shares.
Class B shares will automatically convert to Class A shares, based on relative
net asset value, eight years after the initial purchase.
Class C Shares. Class C shares are sold without an initial sales charge, but
are subject to a 1% CDSC if they are redeemed within the first year after
purchase. Class C shares are subject to distribution and service fees at a
combined annual rate of up to 1% of the Fund's average daily net assets
attributable to Class C shares. Your entire investment in Class C shares is
available to work for you from the time you make your investment, but the higher
distribution fee paid by Class C shares will cause your Class C shares to have a
higher expense ratio and to pay lower dividends, to the extent dividends are
paid, than Class A shares. Class C shares have no conversion feature.
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Selecting a Class of Shares. The decision as to which Class to purchase
depends on the amount you invest, the intended length of the investment and your
personal situation. If you are making an investment that qualifies for reduced
sales charges, you might consider Class A shares. If you prefer not to pay an
initial sales charge on an investment of $250,000 or less and you plan to hold
the investment for at least six years, you might consider Class B shares. If you
prefer not to pay an initial sales charge and you plan to hold your investment
for one to eight years, you may prefer Class C shares.
Investment dealers or their representatives may receive different
compensation depending on which Class of shares they sell. Shares may be
exchanged only for shares of the same Class of another Pioneer mutual fund and
shares acquired in the exchange will continue to be subject to any CDSC
applicable to the shares of the Pioneer mutual fund originally purchased. Shares
sold outside the U.S. to persons who are not U.S. citizens may be subject to
different sales charges, CDSCs and dealer compensation arrangements in
accordance with local laws and business practices.
VI. SHARE PRICE
Shares of the Fund are sold at the public offering price, which is the net
asset value per share, plus the applicable sales charge. Net asset value per
share of a Class of the Fund is determined by dividing the value of its assets,
less liabilities attributable to that Class, by the number of shares of that
Class outstanding. The net asset value is computed once daily, on each day the
Exchange is open, as of the close of regular trading on the Exchange.
Securities are valued at the last sale price on the principal exchange or
market where they are traded. Securities which have not traded on the date of
valuation or securities for which sales prices are not generally reported are
valued at the mean between the current bid and asked prices. Securities quoted
in foreign currencies are converted to U.S. dollars utilizing foreign exchange
rates employed by the Fund's independent pricing service. Generally, trading in
foreign securities is substantially completed each day at various times prior to
the close of the Exchange. The values of such securities used in computing the
net asset value of the Fund's shares are determined as of such times. Foreign
currency exchange rates are also generally determined prior to the close of the
Exchange. Occasionally, events which affect the values of such securities and
such exchange rates may occur between the times at which they are determined and
the close of the Exchange and will therefore not be reflected in the computation
of the Fund's net asset value. If events materially affecting the value of such
securities occur during such period, then these securities are valued at their
fair value as determined in good faith by the Trustees. All assets of the Fund
for which there is no other readily available valuation method are valued at
their fair value as determined in good faith by the Trustees.
VII. HOW TO BUY FUND SHARES
You may buy Fund shares from any securities broker-dealer which has a sales
agreement with PFD. If you do not have a securities broker-dealer, please call
1-800-225-6292. Shares will be purchased at the public offering price, that is,
the net asset value per share plus any applicable sales charge, next computed
after receipt of a purchase order, except as set forth below.
The minimum initial investment is $1,000 for Class A, Class B and Class C
shares except as specified below. The minimum initial investment is $50 for
Class A accounts being established to utilize monthly bank drafts, government
allotments, payroll deduction and other similar automatic investment plans.
Separate minimum investment requirements apply to retirement plans and to
telephone and wire orders placed by broker-dealers; no sales charges or minimum
requirements apply to the reinvestment of dividends or capital gains
distributions. The minimum subsequent investment is $50 for Class A shares and
$500 for Class B and Class C shares except that the subsequent minimum
investment amount for Class B and Class C share accounts may be as little as $50
if an automatic investment plan (see "Automatic Investment Plans") is
established.
Telephone Purchases. Your account is automatically authorized to have the
telephone purchase privilege unless you indicate otherwise on your Account
Application or by writing to Pioneering Services Corporation ("PSC"). The
telephone purchase option may be used to purchase additional shares for an
existing mutual fund account; it may not be used to establish a new account.
Proper account identification will be required for each telephone purchase. A
maximum of $25,000 per account may be purchased by telephone each day. The
telephone purchase privilege is available to Individual Retirement Accounts
("IRAs") but may not be available to other types of retirement plan accounts.
Call PSC for more information.
You are strongly urged to consult with your financial representative prior to
requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank account of record by completing the appropriate section of
your Account Application or an Account Options Form. PSC will electronically
debit the amount of each purchase from this predesignated bank account.
Telephone purchases may not be made for 30 days after the establishment of your
bank of record or any change to your bank information.
Telephone purchases will be priced at the net asset value plus any applicable
sales charge next determined after PSC's receipt of a telephone purchase
instruction and receipt of good funds (usually 3 days after the purchase
instruction). Shares purchased by telephone may not be redeemed for 15 days
after the date of purchase. You may always elect to deliver purchases to PSC by
mail. See "Telephone Transactions and Related Liabilities" for additional
information.
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Class A Shares
You may buy Class A shares at the public offering price, including a sales
charge, as follows:
Sales Charge
as a % of Dealer
-------------------- Allowance
Net as a % of
Offering Amount Offering
Amount of Purchase Price Invested Price
- ----------------------------------- -------- --------- ----------
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than $100,000 4.50 4.71 4.00
$100,000 but less than $250,000 3.50 3.63 3.00
$250,000 but less than $500,000 2.50 2.56 2.00
$500,000 but less than $1,000,000 2.00 2.04 1.75
$1,000,000 or more -0- -0- see below
The schedule of sales charges above is applicable to purchases of Class A
sshares of the Fund by (i) an individual, (ii) an individual and his or her
spouse and children under the age of 21 and (iii) a trustee or other fiduciary
of a trust estate or fiduciary account or related trusts or accounts including
pension, profit-sharing and other employee benefit trusts qualified under
Section 401 or 408 of the Internal Revenue Code of 1986, as amended (the
"Code"), although more than one beneficiary is involved. The sales charges
applicable to a current purchase of Class A shares of the Fund by a person
listed above is determined by adding the value of shares to be purchased to the
aggregate value (at the then current offering price) of shares of any of the
other Pioneer mutual funds previously purchased and then owned, provided PFD is
notified by such person or his or her broker-dealer each time a purchase is made
which would qualify. Pioneer mutual funds include all mutual funds for which PFD
serves as principal underwriter. At the sole discretion of PFD, holdings of
funds domiciled outside the U.S., but which are managed by affiliates of PMC,
may be included for this purpose.
No sales charge is payable at the time of purchase on investments of $1
million or more or for purchases by participants in certain group plans
(described below) subject to a CDSC of 1% which may be imposed in the event of a
redemption of Class A shares within 12 months of purchase. See "How to Sell Fund
Shares." PFD may, in its discretion, pay a commission to broker-dealers who
initiate and are responsible for such purchases as follows: 1% on the first $5
million invested; 0.50% on the next $45 million; and 0.25% on the excess over
$50 million. These commissions will not be paid if the purchaser is affiliated
with the broker-dealer or if the purchase represents the reinvestment of a
redemption made during the previous 12 calendar months. Broker-dealers who
receive a commission in connection with Class A share purchases at net asset
value by 401(a) or 401(k) retirement plans with 1,000 or more eligible
participants or with at least $10 million in plan assets will be required to
return any commission paid or a pro rata portion thereof if the retirement plan
redeems its shares within 12 months of purchase. See also "How to Sell Fund
Shares." In connection with PGI's acquisition of Mutual of Omaha Fund Management
Company and contingent upon the achievement of certain sales objectives, PFD may
pay to Mutual of Omaha Investor Services, Inc. 50% of PFD's retention of any
sales commission on sales of the Fund's Class A shares through such dealer. From
time to time, PFD may elect to reallow the entire initial sales charge to
participating dealers for all Class A sales with respect to which orders are
placed during a particular period. Dealers to whom substantially the entire
sales charge is reallowed may be deemed to be underwriters under the federal
securities laws.
Qualifying for a Reduced Sales Charge.
Class A shares of the Fund may be sold at a reduced or eliminated sales
charge to certain group plans ("Group Plans") under which a sponsoring
organization makes recommendations to, permits group solicitation of, or
otherwise facilitates purchases by, its employees, members or participants.
Class A shares of the Fund may be sold at net asset value without a sales charge
to 401(k) retirement plans with 100 or more participants or at least $500,000 in
plan assets. Information about such arrangements is available from PFD.
Class A shares of the Fund may also be sold at net asset value per share
without a sales charge to: (a) current or former Trustees and officers of the
Trust and partners and employees of its legal counsel; (b) current or former
directors, officers, employees or sales representatives of PGI or its
subsidiaries; (c) current or former directors, officers, employees or sales
representatives of any subadviser or predecessor investment adviser to any
investment company for which PMC serves as investment adviser, and the
subsidiaries or affiliates of such persons; (d) current or former officers,
partners, employees or registered representatives of broker-dealers which have
entered into sales agreements with PFD; (e) members of the immediate families of
any of the persons above; (f) any trust, custodian, pension, profit-sharing or
other benefit plan of the foregoing persons; (g) insurance company separate
accounts; (h) certain "wrap accounts" for the benefit of clients of financial
planners adhering to standards established by PFD; (i) other funds and accounts
for which PMC or any of its affiliates serves as investment adviser or manager;
and (j) certain unit investment trusts. Shares so purchased are purchased for
investment purposes and may not be resold except through redemption or
repurchase by or on behalf of the Fund. The availability of this privilege is
conditioned upon the receipt by PFD of written notification of eligibility.
Class A shares of a Fund may be sold at net asset value per share without a
sales charge to Optional Retirement Program (the "Program") participants if (i)
the employer has authorized a limited number of investment company providers for
the Program, (ii) all authorized investment company providers offer their shares
to Program participants at net asset value, (iii) the employer has agreed in
writing to actively promote the authorized investment company providers to
Program participants and (iv) the Program provides for a matching contribution
for each participant contribution. Shares of the Fund may also be sold at net
asset value without a sales charge in connection with certain reorganization,
liquidation or acquisition transactions involving other investment companies or
personal holding companies.
Reduced sales charges are available for purchases of $50,000 or more of Class
A shares (excluding any reinvestments of
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<PAGE>
dividends and capital gains distributions) made within a 13-month period
pursuant to a Letter of Intent ("LOI") which may be established by completing
the Letter of Intent section of the Account Application. The reduced sales
charge will be the charge that would be applicable to the purchase of the
specified amount of Class A shares as if the shares had all been purchased at
the same time. A purchase not made pursuant to an LOI may be included if the LOI
is submitted to PSC within 90 days of such purchase. You may also obtain the
reduced sales charge by including the value (at current offering price) of all
your Class A shares in the Fund and all other Pioneer mutual funds held of
record as of the date of your LOI in the amount used to determine the applicable
sales charge for the Class A shares to be purchased under the LOI. Five percent
of your total intended purchase amount will be held in escrow by PSC, registered
in your name, until the terms of the LOI are fulfilled.
You are not obligated to purchase the amount specified in your LOI. If,
however, the amount actually purchased during the 13-month period is more or
less than that indicated in your LOI, an adjustment in the sales charge will be
made. If a payment to cover actual sales charges is due, it must be paid to PFD
within 20 days after PFD or your dealer sends you a written request or PFD will
direct PSC to liquidate sufficient shares from your escrow account to cover the
amount due. See the Statement of Additional Information for more information.
Investors who are clients of a broker-dealer with a current sales agreement
with PFD may purchase shares of the Fund at net asset value, without a sales
charge, to the extent that the purchase price is paid out of proceeds from one
or more redemptions by the investor of shares of certain other mutual funds. In
order for a purchase to qualify for this privilege, the investor must document
to the broker-dealer that the redemption occurred within the 60 days immediately
preceding the purchase of Class A shares; that the client paid a sales charge on
the original purchase of the shares redeemed; and that the mutual fund whose
shares were redeemed also offers net asset value purchases to redeeming
shareholders of any of the Pioneer mutual funds. Further details may be obtained
from PFD.
Class B Shares
You may buy Class B shares at the net asset value per share next computed
after receipt of a purchase order without the imposition of an initial sales
charge. However, Class B shares redeemed within six years of purchase will be
subject to a CDSC at the rates shown in the table below. The charge will be
assessed on the amount equal to the lesser of the current market value or the
original purchase cost of the shares being redeemed. No CDSC will be imposed on
increases in account value above the initial purchase price, including shares
derived from the reinvestment of dividends or capital gains distributions.
The amount of the CDSC, if any, will vary depending on the number of years
from the time of purchase until the time of redemption of Class B shares. For
the purpose of determining the number of years from the time of any purchase,
all payments during a quarter will be aggregated and deemed to have been made on
the first day of that quarter. In processing redemptions of Class B shares, the
Fund will first redeem shares not subject to any CDSC, and then shares held
longest during the six-year period. As a result, you will pay the lowest
possible CDSC.
The CDSC for Class B shares subject to a CDSC upon redemption will be
determined as follows:
CDSC as a Percentage
of Dollar Amount
Year Since Purchase Subject to CDSC
--------------------------- ------------------------
First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to the
Fund in connection with the sale of Class B shares, including the payment of
compensation to broker-dealers.
Class B shares will automatically convert into Class A shares at the end of
the calendar quarter that is eight years after the purchase date, except as
noted below. Class B shares acquired by exchange from Class B shares of another
Pioneer fund will convert into Class A shares based on the date of the initial
purchase and the applicable CDSC. Class B shares acquired through reinvestment
of distributions will convert into Class A shares based on the date of the
initial purchase to which such shares relate. For this purpose, Class B shares
acquired through reinvestment of distributions will be attributed to particular
purchases of Class B shares in accordance with such procedures as the Trustees
may determine from time to time. The conversion of Class B shares to Class A
shares is subject to the continuing availability of a ruling from the Internal
Revenue Service ("IRS"), which the Fund has obtained, or an opinion of counsel
that such conversions will not constitute taxable events for federal tax
purposes. There can be no assurance that such ruling will continue to be in
effect at the time any particular conversion would normally occur. The
conversion of Class B shares to Class A shares will not occur if such ruling is
no longer in effect and such an opinion is not available and, therefore, Class B
shares would continue to be subject to higher expenses than Class A shares for
an indeterminate period.
Class C Shares
You may buy Class C shares at the net asset value per share next computed
after receipt of a purchase order without the imposition of an initial sales
charge; however, Class C shares redeemed within one year of purchase will be
subject to a CDSC of 1%. The charge will be assessed on the amount equal to the
lesser of the current market value or the original purchase cost of the shares
being redeemed. No CDSC will be imposed on increases in account value above the
initial purchase price, including shares derived from the reinvestment of
dividends or capital gains distributions. Class C shares do not convert to any
other Class of Fund shares.
For the purpose of determining the time of any purchase, all payments
during a quarter will be aggregated and deemed
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<PAGE>
to have been made on the first day of that quarter. In processing redemptions of
Class C shares, the Fund will first redeem shares not subject to any CDSC, and
then shares held for the shortest period of time during the one-year period. As
a result, you will pay the lowest possible CDSC.
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to the
Fund in connection with the sale of Class C shares, including the payment of
compensation to broker-dealers.
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on Class B
shares may be waived or reduced for non-retirement accounts if: (a) the
redemption results from the death of all registered owners of an account (in the
case of UGMAs, UTMAs and trust accounts, waiver applies upon the death of all
beneficial owners) or a total and permanent disability (as defined in Section 72
of the Code) of all registered owners occurring after the purchase of the shares
being redeemed or (b) the redemption is made in connection with limited
automatic redemptions as set forth in "Systematic Withdrawal Plans" (limited in
any year to 10% of the value of the account in the Fund at the time the
withdrawal plan is established).
The CDSC on Class B shares may be waived or reduced for retirement plan
accounts if: (a) the redemption results from the death or a total and permanent
disability (as defined in Section 72 of the Code) occurring after the purchase
of the shares being redeemed of a shareholder or participant in an
employer-sponsored retirement plan; (b) the distribution is to a participant in
an IRA, 403(b) or employer-sponsored retirement plan, is part of a series of
substantially equal payments made over the life expectancy of the participant or
the joint life expectancy of the participant and his or her beneficiary or as
scheduled periodic payments to a participant (limited in any year to 10% of the
value of the participant's account at the time the distribution amount is
established; a required minimum distribution due to the participant's attainment
of age 70-1/2 may exceed the 10% limit only if the distribution amount is based
on plan assets held by Pioneer); (c) the distribution is from a 401(a) or 401(k)
retirement plan and is a return of excess employee deferrals or employee
contributions or a qualifying hardship distribution as defined by the Code or
results from a termination of employment (limited with respect to a termination
to 10% per year of the value of the plan's assets in the Fund as of the later of
the prior December 31 or the date the account was established unless the plan's
assets are being rolled over to or reinvested in the same class of shares of a
Pioneer mutual fund subject to the CDSC of the shares originally held); (d) the
distribution is from an IRA, 403(b) or employer-sponsored retirement plan and is
to be rolled over to or reinvested in the same class of shares in a Pioneer
mutual fund and which will be subject to the applicable CDSC upon redemption;
(e) the distribution is in the form of a loan to a participant in a plan which
permits loans (each repayment of the loan will constitute a new sale which will
be subject to the applicable CDSC upon redemption); or (f) the distribution is
from a qualified defined contribution plan and represents a participant's
directed transfer (provided that this privilege has been pre-authorized through
a prior agreement with PFD regarding participant directed transfers).
The CDSC on Class C shares and on any Class A shares subject to a CDSC may be
waived or reduced as follows: (a) for automatic redemptions as described in
"Systematic Withdrawal Plans" (limited to 10% of the value of the account; (b)
if the redemption results from the death or a total and permanent disability (as
defined in Section 72 of the Code) occurring after the purchase of the shares
being redeemed of a shareholder or participant in an employer-sponsored
retirement plan; (c) if the distribution is part of a series of substantially
equal payments made over the life expectancy of the participant or the joint
life expectancy of the participant and his or her beneficiary; or (d) if the
distribution is to a participant in an employer-sponsored retirement plan and is
(i) a return of excess employee deferrals or contributions, (ii) a qualifying
hardship distribution as defined by the Code, (iii) from a termination of
employment, (iv) in the form of a loan to a participant in a plan which permits
loans, or (v) from a qualified defined contribution plan and represents a
participant's directed transfer (provided that this privilege has been
pre-authorized through a prior agreement with PFD regarding participant directed
transfers).
The CDSC on any shares subject to a CDSC may be waived or reduced for either
non-retirement or retirement plan accounts if: (a) the redemption is made by any
state, county or city, or any instrumentality, department, authority, or agency
thereof, which is prohibited by applicable laws from paying a CDSC in connection
with the acquisition of shares of any registered investment management company;
or (b) the redemption is made pursuant to each Fund's right to liquidate or
involuntarily redeem shares in a shareholder's account. The CDSC on any shares
subject to a CDSC will not be applicable if the selling broker-dealer elects,
with PFD's approval, to waive receipt of the commission normally paid at the
time of the sale.
Broker-Dealers. An order for any Class of Fund shares received by PFD from a
broker-dealer prior to the close of regular trading on the Exchange is confirmed
at the price appropriate for that Class as determined at the close of regular
trading on the Exchange on the day the order is received, provided the order is
received prior to PFD's close of business (usually, 5:30 p.m. Eastern Time). It
is the responsibility of broker-dealers to transmit orders so that they will be
received by PFD prior to PFD's close of business. PFD or its affiliates may
provide additional compensation to certain dealers or such dealers' affiliates
based on certain objective criteria established from time to time by PFD. All
such payments are made out of PFD's or the affiliate's own assets. These
payments will not change the price an investor will pay for shares or the amount
that the Fund will receive from such sale.
General. The Fund reserves the right in its sole discretion to withdraw
all or any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund. An order to
purchase shares is not binding on, and may be rejected by, PFD until it
11
<PAGE>
has been confirmed in writing by PFD and payment has been received.
VIII. HOW TO SELL FUND SHARES
You can arrange to sell (redeem) Fund shares on any day the Exchange is open
by selling either some or all of your shares to the Fund.
You may sell your shares either through your broker-dealer or directly to the
Fund. Please note the following:
(bullet) If you are selling shares from a retirement account, other than an
IRA, you must make your request in writing (except for exchanges to
other Pioneer mutual funds which can be requested by phone or in
writing). Call 1-800-622-0176 for more information.
(bullet) If you are selling shares from a non-retirement account or an IRA,
you may use any of the methods described below.
Your shares will be sold at the share price next calculated after your order
is received in good order less any applicable CDSC. Sale proceeds generally will
be sent to you in cash, normally within seven days after your order is received
in good order. The Fund reserves the right to withhold payment of the sale
proceeds until checks received by the Fund in payment for the shares being sold
have cleared, which may take up to 15 calendar days from the purchase date.
In Writing. You may sell your shares by delivering a written request,
signed by all registered owners, in good order to PSC, however, you must use
a written request, including a signature guarantee, to sell your shares if
any of the following applies:
(bullet) you wish to sell over $50,000 worth of shares,
(bullet) your account registration or address has changed within the last
30 days,
(bullet) the check is not being mailed to the address on your account
(address of record),
(bullet) the check is not being made out to the account owners, or
(bullet) the sale proceeds are being transferred to a Pioneer mutual fund
account with a different registration.
Your request should include your name, the Fund's name, your fund account
number, the Class of shares to be redeemed, the dollar amount or number of
shares to be redeemed, and any other applicable requirements as described below.
Unless instructed otherwise, PSC will send the proceeds of the sale to the
address of record. Fiduciaries and corporations are required to submit
additional documents. For more information, contact PSC at 1-800-225-6292.
Written requests will not be processed until they are received in good order
by PSC. Good order means that there are no outstanding claims or requests to
hold redemptions on the account, any certificates are endorsed by the record
owner(s) exactly as the shares are registered and, if a signature guarantee is
required, the signature(s) are guaranteed by an eligible guarantor. You should
be able to obtain a signature guarantee from a bank, broker, dealer, credit
union (if authorized under state law), securities exchange or association,
clearing agency or savings association. A notary public cannot provide a
signature guarantee. Signature guarantees are not accepted by facsimile ("fax").
For additional information about the necessary documentation for redemption by
mail, please contact PSC at 1-800-225-6292.
By Telephone or by Fax. Your account is automatically authorized to have the
telephone redemption privilege unless you indicate otherwise on your Account
Application or by writing to PSC. Proper account identification will be required
for each telephone redemption. The telephone redemption option is not available
to retirement plan accounts, except IRAs. A maximum of $50,000 per account per
day may be redeemed by telephone or fax and the proceeds may be received by
check or by bank wire or electronic funds transfer. To receive the proceeds by
check: the check must be made payable exactly as the account is registered and
the check must be sent to the address of record which must not have changed in
the last 30 days. To receive the proceeds by bank wire or by electronic funds
transfer: the proceeds must be sent to your bank address of record which must
have been properly predesignated either on your Account Application or on an
Account Options Form and which must not have changed in the last 30 days. To
redeem by fax send your redemption request to 1-800-225-4240. You may always
elect to deliver redemption instructions to PSC by mail. See "Telephone
Transactions and Related Liabilities" below. Telephone and fax redemptions will
be priced as described above. You are strongly urged to consult with your
financial representative prior to requesting a telephone redemption.
Selling Shares Through Your Broker-Dealer. The Fund has authorized PFD to act
as its agent in the repurchase of shares of the Fund from qualified
broker-dealers and reserves the right to terminate this procedure at any time.
Your broker-dealer must receive your request before the close of business on the
Exchange and transmit it to PFD before PFD's close of business to receive that
day's redemption price. Your broker-dealer is responsible for providing all
necessary documentation to PFD and may charge you for its services.
Small Accounts. The minimum account value is $500. If you hold shares of the
Fund in an account with a net asset value of less than the minimum required
amount due to redemptions or exchanges, the Fund may redeem the shares held in
this account at net asset value if you have not increased the net asset value of
the account to at least the minimum required amount within six months of notice
by the Fund to you of the Fund's intention to redeem the shares.
CDSC on Class A Shares. Purchases of Class A shares of $1 million or more, or
by participants in a Group Plan which were not subject to an initial sales
charge, may be subject to a CDSC upon redemption. A CDSC is payable to PFD on
these investments in the event of a share redemption within 12 months following
the share purchase, at the rate of 1% of the lesser of the value of the shares
redeemed (exclusive of reinvested dividend and capital gain distributions) or
the total cost of such shares. Shares subject to the CDSC which are exchanged
into another Pioneer mutual fund will continue to be subject to the CDSC until
the original 12-month period
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expires. However, no CDSC is payable upon redemption with respect to Class A
shares purchased by 401(a) or 401(k) retirement plans with 1,000 or more
eligible participants or with at least $10 million in plan assets.
General. Redemptions may be suspended or payment postponed during any period
in which any of the following conditions exist: the Exchange is closed or
trading on the Exchange is restricted; an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably practicable or
it is not reasonably practicable for the Fund to fairly determine the value of
the net assets of its portfolio; or the SEC, by order, so permits.
Redemptions and repurchases are taxable transactions to shareholders. The net
asset value per share received upon redemption or repurchase may be more or less
than the cost of shares to an investor, depending on the market value of the
portfolio at the time of redemption or repurchase.
IX. HOW TO EXCHANGE FUND SHARES
Written Exchanges. You may exchange your shares by sending a letter of
instruction to PSC. Your letter should include your name, the name of the fund
out of which you wish to exchange and the name of the Pioneer mutual fund into
which you wish to exchange, your fund account number(s), the Class of shares to
be exchanged and the dollar amount or number of shares to be exchanged. Written
exchange requests must be signed by all record owner(s) exactly as the shares
are registered.
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicate otherwise on your Account
Application or by writing to PSC. Proper account identification will be required
for each telephone exchange. Telephone exchanges may not exceed $500,000 per
account per day. Each telephone exchange request, whether by voice or
FactFone(SM), will be recorded. You are strongly urged to consult with your
financial representative prior to requesting a telephone exchange. See
"Telephone Transactions and Related Liabilities" below.
Automatic Exchanges. You may automatically exchange shares from one Pioneer
mutual fund account for shares of the same Class in another Pioneer mutual fund
account on a monthly or quarterly basis. The accounts must have identical
registrations and the originating account must have a minimum balance of $5,000.
The exchange will be effective on the day of the month designated on your
Account Application or Account Options Form.
General. Exchanges must be at least $1,000. You may exchange your investment
from one Class of Fund shares at net asset value, without a sales charge, for
shares of the same Class of any other Pioneer mutual fund. Not all Pioneer
mutual funds offer more than one Class of shares. A new Pioneer mutual fund
account opened through an exchange must have a registration identical to that on
the original account.
Shares which would normally be subject to a CDSC upon redemption will not be
charged the applicable CDSC at the time of an exchange. Shares acquired in an
exchange will be subject to the CDSC of the shares originally held. For purposes
of determining the amount of any applicable CDSC, the length of time you have
owned shares acquired by exchange will be measured from the date you acquired
the original shares and will not be affected by any subsequent exchange.
Exchange requests received by PSC before 4:00 p.m. Eastern Time will be
effective on that day if the requirements above have been met, otherwise, they
will be effective on the next business day. PSC will process exchanges only
after receiving an exchange request in good order. There are currently no fees
or sales charges imposed at the time of an exchange. An exchange of shares may
be made only in states where legally permitted. For federal and (generally)
state income tax purposes, an exchange is considered to be a sale of the shares
of the Fund exchanged and a purchase of shares in another Pioneer mutual fund.
Therefore, an exchange could result in a gain or loss on the shares sold,
depending on the tax basis of these shares and the timing of the transaction,
and special tax rules may apply.
You should consider the differences in objectives and policies of the Pioneer
mutual funds, as described in each fund's current prospectus, before making any
exchange. For the protection of the Fund's performance and shareholders, the
Fund and PFD reserve the right to refuse any exchange request or restrict, at
any time without notice, the number and/or frequency of exchanges to prevent
abuses of the exchange privilege. Such abuses may arise from frequent trading in
response to short-term market fluctuations, a pattern of trading by an
individual or group that appears to be an attempt to "time the market," or any
other exchange request which, in the view of management, will have a detrimental
effect on the Fund's portfolio management strategy or its operations. In
addition, the Fund and PFD reserve the right to charge a fee for exchanges or to
modify, limit, suspend or discontinue the exchange privilege with notice to
shareholders as required by law.
X. DISTRIBUTION PLANS
The Trust, on behalf of the Fund, has adopted a Plan of Distribution for each
Class of shares (the "Class A Plan," "Class B Plan," and "Class C Plan") in
accordance with Rule 12b-1 under the 1940 Act pursuant to which certain
distribution and service fees are paid.
Pursuant to the Class A Plan, the Fund reimburses PFD for its actual
expenditures to finance any activity primarily intended to result in the sale of
Class A shares or to provide services to holders of Class A shares, provided the
categories of expenses for which reimbursement is made are approved by the
Fund's Board of Trustees. As of the date of this Prospectus, the Board of
Trustees has approved the following categories of expenses for Class A shares of
the Fund: (i) a service fee to be paid to qualified broker-dealers in an amount
not to exceed 0.25% per annum of the Fund's daily net assets attributable to
Class A shares; (ii) reimbursement to PFD for its expenditures for broker-dealer
commissions and employee compensation on certain sales of the Fund's
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Class A shares with no initial sales charge (See "How to Buy Fund Shares"); and
(iii) reimbursement to PFD for expenses incurred in providing services to Class
A shareholders and supporting broker-dealers and other organizations (such as
banks and trust companies) in their efforts to provide such services. Banks are
currently prohibited under the Glass-Steagall Act from providing certain
underwriting or distribution services. If a bank was prohibited from acting in
any capacity or providing any of the described services, management would
consider what action, if any, would be appropriate.
Expenditures of the Fund pursuant to the Class A Plan are accrued daily and
may not exceed 0.25% of the Fund's average daily net assets attributable to
Class A shares. Distribution expenses of PFD are expected to substantially
exceed the distribution fees paid by the Fund in a given year. The Class A Plan
may not be amended to increase materially the annual percentage limitation of
average net assets which may be spent for the services described therein without
approval of the shareholders of the Fund.
Both the Class B Plan and the Class C Plan provide that the Fund will pay a
distribution fee at the annual rate of 0.75% of the Fund's average daily net
assets attributable to the applicable Class of shares and will pay PFD a service
fee at the annual rate of 0.25% of the Fund's average daily net assets
attributable to that Class of shares. The distribution fee is intended to
compensate PFD for its distribution services to the Fund. The service fee is
intended to be additional compensation for personal services and/or account
maintenance services with respect to Class B or Class C shares. PFD also
receives the proceeds of any CDSC imposed on the redemption of Class B or Class
C shares.
Commissions of 4%, equal to 3.75% of the amount invested and a first year's
service fee equal to 0.25% of the amount invested in Class B shares, are paid to
broker-dealers who have selling agreements with PFD. PFD may advance to dealers
the first year service fee at a rate up to 0.25% of the purchase price of such
shares and, as compensation therefore, PFD may retain the service fee paid by
the Fund with respect to such shares for the first year after purchase. Dealers
will become eligible for additional service fees with respect to such shares
commencing in the 13th month following the purchase.
Commissions of up to 1% of the amount invested in Class C shares, consisting
of 0.75% of the amount invested and a first year's service fee of 0.25% of the
amount invested, are paid to broker-dealers who have selling agreements with
PFD. PFD may advance to dealers the first year service fee at a rate up to 0.25%
of the purchase price of such shares and, as compensation therefore, PFD may
retain the service fee paid by the Fund with respect to such shares for the
first year after purchase. Commencing in the 13th month following the purchase
of Class C shares, dealers will become eligible for additional annual
distribution fees and service fees of up to 0.75% and 0.25%, respectively, of
the net asset value with respect to such shares.
When a broker-dealer sells Class B or Class C shares and elects, with PFD's
approval, to waive its right to receive the commission normally paid at the time
of sale, PFD may cause all or a portion of the distribution fees described above
to be paid to the broker-dealer.
Dealers may from time to time be required to meet certain criteria in order
to receive service fees. PFD or its affiliates are entitled to retain all
service fees payable under the Class B Plan or the Class C Plan for which there
is no dealer of record or for which qualification standards have not been met as
partial consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION
The Fund has elected to be treated, has qualified, and intends to qualify
each year as a "regulated investment company" under Subchapter M of the Code, so
that it will not pay federal income tax on income and capital gains distributed
to shareholders as required under the Code.
Under the Code, the Fund will be subject to a nondeductible 4% excise tax on
a portion of its undistributed ordinary income and capital gains if it fails to
meet certain distribution requirements with respect to each calendar year. The
Fund intends to make distributions in a timely manner and accordingly does not
expect to be subject to the excise tax.
The Fund's policy is to pay to shareholders dividends from net investment
income, if any, and to make distributions from net long-term capital gains, if
any, in December. Distributions from net short-term capital gains, if any, may
be paid with such dividends; dividends from income and/or capital gains may also
be paid at such other times as may be necessary for the Fund to avoid federal
income or excise tax. Generally, dividends from the Fund's net investment
income, market discount income, net short-term capital gains, and certain net
foreign exchange gains are taxable under the Code as ordinary income, and
dividends from the Fund's net long-term capital gains are taxable as long-term
capital gains.
Unless shareholders specify otherwise, all distributions will be
automatically reinvested in additional full and fractional shares of the Fund.
For federal income tax purposes, all dividends are taxable as described above
whether a shareholder takes them in cash or reinvests them in additional shares
of the Fund. Information as to the federal tax status of dividends and
distributions will be provided to shareholders annually. For further information
on the distribution options available to shareholders, see "Distribution
Options" and "Directed Dividends" below.
Distributions by the Fund of the dividend income it receives from U.S.
domestic corporations, if any, may qualify for the dividends-received
deduction for corporate shareholders, subject to holding-period requirements
and debt-financing restrictions under the Code.
The Fund may be subject to foreign withholding taxes or other foreign taxes
on income (including, in some cases, capital gains) on certain of its foreign
investments, which will reduce the yield on or return from those investments. In
any year in which the Fund qualifies, it may make an election that would permit
certain of its shareholders to take a credit or a
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deduction for qualified foreign taxes paid by the Fund. Each shareholder would
then include in gross income (in addition to dividends actually received) his or
her share of the amount of qualified foreign taxes paid by the Fund. If this
election is made, the Fund will notify its shareholders annually as to their
share of the amount of qualified foreign taxes paid and the foreign source
income of the Fund.
Dividends and other distributions and the proceeds of redemptions, exchanges
or repurchases of Fund shares paid to individuals and other non-exempt payees
will be subject to 31% backup withholding of federal income tax if the Fund is
not provided with the shareholder's correct taxpayer identification number and
certification that the number is correct and that the shareholder is not subject
to backup withholding or the Fund receives notice from the IRS or a broker that
such withholding applies. Please refer to the Account Application for additional
information.
The description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or
U.S. corporations, partnerships, trusts or estates, and who are subject to
U.S. federal income tax. Non-U.S. shareholders and tax-exempt shareholders
are subject to tax treatment that is different than described above.
Shareholders should consult their own tax advisors regarding state, local and
other applicable tax laws.
XII. SHAREHOLDER SERVICES
PSC is the shareholder services and transfer agent for shares of the Fund.
PSC, a Massachusetts corporation, is a wholly-owned subsidiary of PGI. PSC's
offices are located at 60 State Street, Boston, Massachusetts 02109, and
inquiries to PSC should be mailed to Pioneering Services Corporation, P.O.
Box 9014, Boston, Massachusetts 02205-9014. Brown Brothers Harriman & Co.
(the "Custodian") serves as custodian of the Fund's portfolio securities and
other assets. The principal business address of the mutual fund division of
the Custodian is 40 Water Street, Boston, Massachusetts 02109.
Account and Confirmation Statements
PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing
details of transactions are sent to shareholders as transactions occur, except
Automatic Investment Plan transactions which are confirmed quarterly. The
Pioneer Combined Account statement, mailed quarterly, is available to
shareholders who have more than one Pioneer mutual fund account.
Shareholders whose shares are held in the name of an investment broker-dealer
or other party will not normally have an account with the Fund and might not be
able to utilize some of the services available to shareholders of record.
Examples of services which might not be available are purchases, exchanges or
redemptions of shares by mail or telephone, automatic reinvestment of dividends
and capital gains distributions, withdrawal plans, Letters of Intention, Rights
of Accumulation and newsletters.
Additional Investments
You may add to your account by sending a check (minimum of $50 for Class A
shares and $500 for Class B and Class C shares) to PSC (account number and Class
of shares should be clearly indicated). The bottom portion of a confirmation
statement may be used as a remittance slip to make additional investments.
Additions to your account, whether by check or through a Pioneer
Investomatic Plan, are invested in full and fractional shares of the Fund at
the applicable offering price in effect as of the close of regular trading on
the Exchange on the day of receipt.
Automatic Investment Plans
You may arrange for regular automatic investments of $50 or more through
government/military allotments, payroll deduction or through a Pioneer
Investomatic Plan. A Pioneer Investomatic Plan provides for a monthly or
quarterly investment by means of a pre-authorized electronic funds transfer or
draft drawn on a checking account. Pioneer Investomatic Plan investments are
voluntary, and you may discontinue the Plan at any time without penalty upon 30
days' written notice to PSC. PSC acts as agent for the purchaser, the
broker-dealer and PFD in maintaining these plans.
Financial Reports and Tax Information
As a shareholder, you will receive financial reports at least
semiannually. In January of each year, the Fund will mail you information
about the tax status of dividends and distributions.
Distribution Options
Dividends and capital gains distributions, if any, will automatically be
invested in additional shares of the Fund, at the applicable net asset value per
share, unless you indicate another option on the Account Application. Two other
options available are (a) dividends in cash and capital gains distributions in
additional shares; and (b) all dividends and capital gains distributions in
cash. These two options are not available, however, for retirement plans or for
an account with a net asset value of less than $500. Changes in your
distribution options may be made by written request to PSC.
If you elect to receive either dividends or capital gains or both in cash and
a distribution check issued to you is returned by the U.S. Postal Service as not
deliverable or a distribution check remains uncashed for six months or more, the
amount of the check may be reinvested in your account. Such additional shares
will be purchased at the then current net asset value. Furthermore, the
distribution option on the account will automatically be changed to the
reinvestment option until such time as you request a different option by writing
to PSC.
Directed Dividends
You may elect (in writing) to have the dividends paid by one Pioneer mutual
fund account invested in a second Pioneer mutual fund account. The value of this
second account must be at least $1,000 ($500 for Pioneer Fund or Pioneer II).
Invested dividends may be in any amount, and there are no fees or charges for
this service. Retirement plan shareholders may only direct dividends to accounts
with identical registrations, i.e., PGI IRA Cust for John Smith may only go into
another account registered PGI IRA Cust for John Smith.
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Direct Deposit
If you have elected to take distributions, whether dividends or dividends and
capital gains, in cash, or have established a Systematic Withdrawal Plan, you
may choose to have those cash payments deposited directly into your savings,
checking or NOW bank account. You may establish this service by completing the
appropriate section on the Account Application when opening a new account or the
Account Options Form for an existing account.
Voluntary Tax Withholding
You may request (in writing) that PSC withhold 28% of the dividends and
capital gains distributions paid from your account (before any reinvestment) and
forward the amount withheld to the IRS as a credit against your federal income
taxes. This option is not available for retirement plan accounts or for accounts
subject to backup withholding.
Telephone Transactions and Related Liabilities
Your account is automatically authorized to have telephone transaction
privileges unless you indicate otherwise on your Account Application or by
writing to PSC. You may purchase, sell or exchange Fund shares by telephone. See
"How to Buy Fund Shares," "How to Sell Fund Shares" and "How to Exchange Fund
Shares" for more information. For personal assistance, call 1-800-225-6292
between 8:00 a.m. and 9:00 p.m. Eastern Time on weekdays. Computer-assisted
transactions are available to shareholders who have prerecorded certain bank
information (see "FactFone(SM)"). You are strongly urged to consult with your
financial representative prior to requesting any telephone transaction.
To confirm that each transaction instruction received by telephone is
genuine, PSC will record each telephone transaction, require the caller to
provide the personal identification number ("PIN") for the account and send you
a written confirmation of each telephone transaction. Different procedures may
apply to accounts that are registered to non-U.S. citizens or that are held in
the name of an institution or in the name of an investment broker-dealer or
other third-party. If reasonable procedures, such as those described above, are
not followed, the Fund may be liable for any loss due to unauthorized or
fraudulent instructions. The Fund may implement other procedures from time to
time. In all other cases, neither the Fund, PSC or PFD will be responsible for
the authenticity of instructions received by telephone; therefore, you bear the
risk of loss for unauthorized or fraudulent telephone transactions.
During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the Fund by
telephone to institute a redemption or exchange. You should communicate with the
Fund in writing if you are unable to reach the Fund by telephone.
FactFone(SM)
FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer mutual fund shareholders by dialing 1-800-225-4321.
FactFone(SM) allows you to obtain current information on your Pioneer mutual
fund accounts and to inquire about the prices and yields of all publicly
available Pioneer mutual funds. In addition, you may use FactFone(SM) to make
computer-assisted telephone purchases, exchanges and redemptions from your
Pioneer mutual fund accounts if you have activated your PIN. Telephone purchases
and redemptions require the establishment of a bank account of record. You are
strongly urged to consult with your financial representative prior to requesting
any telephone transaction. Shareholders whose accounts are registered in the
name of a broker-dealer or other third party may not be able to use
FactFone(SM). See "How to Buy Fund Shares," "How to Exchange Fund Shares," "How
to Sell Fund Shares" and "Telephone Transactions and Related Liabilities." Call
PSC for assistance.
Retirement Plans
You should contact the Retirement Plans Department of PSC at 1-800-622-0176
for information relating to retirement plans for businesses, age-weighted profit
sharing plans, Simplified Employee Pension Plans, IRAs, and Section 403(b)
retirement plans for employees of certain non-profit organizations and public
school systems, all of which are available in conjunction with investments in
the Fund. The Account Application accompanying this Prospectus should not be
used to establish any of these plans. Separate applications are required.
Telecommunications Device for the Deaf (TDD)
If you have a hearing disability and access to TDD keyboard equipment, you
can call our TDD number toll-free at 1-800-225-1997, weekdays from 8:30 a.m.
to 5:30 p.m. Eastern Time, to contact our telephone representatives with
questions about your account.
Systematic Withdrawal Plans
If your account has a total value of at least $10,000 you may establish a
Systematic Withdrawal Plan ("SWP") providing for fixed payments at regular
intervals. Withdrawals from Class B and Class C share accounts are limited to
10% of the value of the account at the time the SWP is implemented. See "Waiver
or Reduction of Contingent Deferred Sales Charge" for more information. Periodic
checks of $50 or more will be sent to you, or any person designated by you,
monthly or quarterly, and your periodic redemptions of shares may be taxable to
you. Payments can be made either by check or electronic transfer to a bank
account designated by you. If you direct that withdrawal checks be paid to
another person after you have opened your account, a signature guarantee must
accompany your instructions. Purchases of Class A shares of the Fund at a time
when you have a SWP in effect may result in the payment of unnecessary sales
charges and may therefore be disadvantageous.
You may obtain additional information by calling PSC at 1-800-225-6292 or by
referring to the Statement of Additional Information.
Reinstatement Privilege (Class A Shares Only)
If you redeem all or part of your Class A shares of the Fund, you may
reinvest all or part of the redemption proceeds without a sales charge in Class
A shares of the Fund if you send a written request to PSC not more than 90 days
after your shares were redeemed. Your redemption proceeds will be reinvested at
the next determined net asset value of the Class A shares of the Fund in effect
immediately after receipt
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of the written request for reinstatement. You may realize a gain or loss for
federal income tax purposes as a result of the redemption, and special tax rules
may apply if a reinstatement occurs. Subject to the provisions outlined under
"How to Exchange Fund Shares" above, you may also reinvest in Class A shares of
other Pioneer mutual funds; in this case you must meet the minimum investment
requirements for each fund you enter.
The 90-day reinstatement period may be extended by PFD for periods of up to
one year for shareholders living in areas that have experienced a natural
disaster, such as a flood, hurricane, tornado, or earthquake.
The options and services available to shareholders, including the terms of the
Exchange Privilege and the Pioneer Investomatic Plan, may be revised, suspended
or terminated at any time by PFD or by the Fund. You may establish the services
described in this section when you open your account. You may also establish or
revise many of them on an existing account by completing an Account Options
Form, which you may request by calling 1-800-225-6292.
XIII. THE TRUST
The Fund is a diversified series of the Trust, an open-end management
investment company (commonly referred to as a mutual fund) organized as a
Massachusetts business trust on April 7, 1990. The Trust has authorized an
unlimited number of shares of beneficial interest. As an open-end management
investment company, the Trust continuously offers its shares to the public and
under normal conditions must redeem its shares upon the demand of any
shareholder at the then current net asset value per share. See "How to Sell Fund
Shares." The Trust is not required, and does not intend, to hold annual
shareholder meetings, although special meetings may be called for the purposes
of electing or removing Trustees, changing fundamental investment restrictions
or approving a management contract.
The shares of the Trust are divided into three series: Pioneer Capital Growth
Fund, Pioneer Equity-Income Fund and the Fund (collectively, the "Funds"). The
Trust reserves the right to create and issue additional series of shares in
addition to the three Funds currently available. The Trustees have the
authority, without further shareholder approval, to classify and reclassify the
shares of the Fund, or any additional series of the Trust, into one or more
classes. As of the date of this Prospectus, the Trustees have authorized the
issuance of three classes of shares, designated Class A, Class B and Class C.
The shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting, redemption,
dividends and liquidation, except that each class bears different distribution
and transfer agent fees and may bear other expenses properly attributable to the
particular class. Class A, Class B and Class C shareholders have exclusive
voting rights with respect to the Rule 12b-1 distribution plans adopted by
holders of those shares in connection with the distribution of shares.
When issued and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information, shares of the Trust are fully-paid and
non-assessable. Shares will remain on deposit with the Trust's transfer agent
and certificates will not normally be issued. The Trust reserves the right to
charge a fee for the issuance of Class A certificates; certificates will not be
issued for Class B and Class C shares.
XIV. INVESTMENT RESULTS
The average annual total return (for a designated period of time) on an
investment in the Fund may be included in advertisements, and furnished to
existing or prospective shareholders. The average annual total return for each
Class is computed in accordance with the SEC's standardized formula. The
calculation for all Classes assumes the reinvestment of all dividends and
distributions at net asset value and does not reflect the impact of federal or
state income taxes. In addition, for Class A shares the calculation assumes the
deduction of the maximum sales charge of 5.75%; for Class B and Class C shares
the calculation reflects the deduction of any applicable CDSC. The periods
illustrated would normally include one, five and ten years (or since the
commencement of the public offering of the shares of a Class, if shorter)
through the most recent calendar quarter.
One or more additional measures and assumptions, including but not limited to
historical total returns; distribution returns; results of actual or
hypothetical investments; changes in dividends, distributions or share values;
or any graphic illustration of such data may also be used. These data may cover
any period of the Fund's existence and may or may not include the impact of
sales charges, taxes or other factors.
Other investments or savings vehicles and/or unmanaged market indices,
indicators of economic activity or averages of mutual funds results may be cited
or compared with the investment performance of the Fund. Rankings or listings by
magazines, newspapers or independent statistical or rating services, such as
Lipper Analytical Services, Inc., may also be referenced.
The Fund's investment results will vary from time to time depending on market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. All quoted investment results are historical and should not be
considered representative of what an investment in the Fund may earn in any
future period. For further information about the calculation methods and uses of
the Fund's investment results, see the Statement of Additional Information.
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APPENDIX--CERTAIN INVESTMENT PRACTICES
This Appendix provides a brief description of certain investment
techniques that the Fund may employ. For a more complete discussion of these
and other practices, see "Investment Policies and Restrictions" in the
Statement of Additional Information.
Options on Securities Indices
The Fund may purchase put and call options on indices that are based on
securities in which it may invest to manage cash flow and to manage its exposure
to foreign and domestic stocks or stock markets instead of, or in addition to,
buying and selling stock. The Fund may also purchase options in order to hedge
against risks of market-wide price fluctuations.
The Fund may purchase put options in order to hedge against an anticipated
decline in securities prices that might adversely affect the value of the Fund's
portfolio securities. If the Fund purchases a put option on a securities index,
the amount of the payment it would receive upon exercising the option would
depend on the extent of any decline in the level of the securities index below
the exercise price. Such payments would tend to offset a decline in the value of
the Fund's portfolio securities. However, if the level of the securities index
increases and remains above the exercise price while the put option is
outstanding, the Fund will not be able to profitably exercise the option and
will lose the amount of the premium and any transaction costs. Such loss may be
partially offset by an increase in the value of the Fund's portfolio securities.
The Fund may purchase call options on securities indices in order to remain
fully invested in a particular stock market or to lock in a favorable price on
securities that it intends to buy in the future. If the Fund purchases a call
option on a securities index, the amount of the payment it receives upon
exercising the option depends on the extent of an increase in the level of the
securities index above the exercise price. Such payments would in effect allow
the Fund to benefit from securities market appreciation even though it may not
have had sufficient cash to purchase the underlying securities. Such payments
may also offset increases in the price of securities that the Fund intends to
purchase. If, however, the level of the securities index declines and remains
below the exercise price while the call option is outstanding, the Fund will not
be able to exercise the option profitably and will lose the amount of the
premium and transaction costs. Such loss may be partially offset by a reduction
in the price the Fund pays to buy additional securities for its portfolio.
The Fund may sell an option it has purchased or a similar option prior to the
expiration of the purchased option in order to close out its position in an
option which it has purchased. The Fund may also allow options to expire
unexercised, which would result in the loss of the premium paid.
Forward Foreign Currency Exchange Contracts and Options on Foreign Currencies
The Fund has the ability to hold a portion of its assets in foreign
currencies and to enter into forward foreign currency contracts to facilitate
settlement of foreign securities transactions or to protect against changes in
foreign currency exchange rates. The Fund might sell a foreign currency on
either a spot or forward basis to hedge against an anticipated decline in the
dollar value of securities in its portfolio or securities it intends or has
contracted to sell or to preserve the U.S. dollar value of dividends, interest
or other amounts it expects to receive. Although this strategy could minimize
the risk of loss due to a decline in the value of the hedged foreign currency,
it could also limit any potential gain which might result from an increase in
the value of the currency. Alternatively, the Fund might purchase a foreign
currency or enter into a forward purchase contract for the currency to preserve
the U.S. dollar price of securities it is authorized to purchase or has
contracted to purchase.
If the Fund enters into a forward contract to buy foreign currency, the Fund
will be required to place cash or high grade liquid securities in a segregated
account of the Fund maintained by the Fund's custodian in an amount equal to the
value of the Fund's total assets committed to the consummation of the forward
contract.
The Fund may purchase put and call options on foreign currencies for the
purpose of protecting against declines in the dollar value of foreign portfolio
securities and against increases in the U.S. dollar cost of foreign securities
to be acquired. The purchase of an option on a foreign currency may constitute
an effective hedge against exchange rate fluctuations.
Futures Contracts and Options on Futures Contracts
To hedge against changes in securities prices, currency exchange rates or
interest rates, the Fund may purchase and sell various kinds of futures
contracts, and purchase and write call and put options on any of such futures
contracts. The Fund may also enter into closing purchase and sale transactions
with respect to any of such contracts and options. The futures contracts may be
based on various stock and other securities indices, foreign currencies and
other financial instruments and indices. The Fund will engage in futures and
related options transactions for bona fide hedging purposes only. These
transactions involve brokerage costs, require margin deposits and, in the case
of contracts and options obligating the Fund to purchase currencies, require the
Fund to segregate assets to cover such contracts and options.
Limitations and Risks Associated with Transactions in Options,
Futures Contracts and Forward Foreign Currency Exchange Contracts
Transactions involving options on securities and securities indices, futures
contracts and options on futures and forward foreign currency exchange contracts
involve (1) liquidity risk that contractual positions cannot be easily closed
out in the event of market changes or generally in the absence of a liquid
secondary market, (2) correlation risk that changes in the value of hedging
positions may not match the securities market and foreign currency fluctuations
intended to be hedged and (3) market risk that an incorrect prediction of
securities prices or exchange rates by the Fund's investment adviser may cause
the Fund to perform less favorably than if such positions had not been entered.
The Fund will purchase and sell options that are traded only in a regulated
market which
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is open to the public. The use of options, futures contracts and forward foreign
currency exchange contracts are highly specialized activities which involve
investment techniques and risks that are different from those associated with
ordinary portfolio transactions. The Fund may not enter into futures contracts
and options on futures contracts for speculative purposes. The percent of the
Fund's assets that may be subject to futures contracts and options on such
contracts entered into for bona fide hedging purposes or in forward foreign
currency exchange contracts is 100%. The loss that may be incurred by the Fund
in entering into future contracts and written options thereon and forward
foreign currency exchange contracts is potentially unlimited. The Fund may not
invest more than 5% of its total assets in financial instruments that are used
for non-hedging purposes and which have a leverage effect.
The Fund's transactions in options, forward foreign currency exchange
contracts, futures contracts and options on futures contracts may be limited by
the requirements for qualification of the Fund as a regulated investment company
for tax purposes. See "Tax Status" in the Statement of Additional Information.
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[Pioneer logo]
Pioneer
Gold Shares
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary
PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.
INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION
CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
LEGAL COUNSEL
HALE AND DORR LLP
0297-4001
(C)Pioneer Funds Distributor, Inc.
SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: 1-800-225-6292
SERVICE INFORMATION
If you would like information on the following, please call:
Existing and new accounts, prospectuses,
applications and service forms and
telephone transactions ........................................1-800-225-6292
FactFone(SM) Automated fund yields, automated prices
and account information ........................................1-800-225-4321
Retirement plans ..............................................1-800-622-0176
Toll-free fax .................................................1-800-225-4240
Telecommunications Device for the Deaf (TDD) ..................1-800-225-1997
20
<PAGE>
PIONEER GROWTH TRUST
Pioneer Capital Growth Fund
Pioneer Equity-Income Fund
Pioneer Gold Shares
60 State Street
Boston, Massachusetts 02109
Class A, Class B and Class C Shares
February 28, 1997
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is not a Prospectus
("Prospectus"), but should be read in conjunction with the Prospectuses for each
of Pioneer Capital Growth Fund dated February 28, 1997, Pioneer Equity-Income
Fund dated February 28, 1997 and Pioneer Gold Shares dated February 28, 1997. A
copy of each Prospectus can be obtained free of charge by calling Shareholder
Services at 1- 800-225-6292 or by written request to Pioneer Growth Trust (the
"Trust") at 60 State Street, Boston, Massachusetts 02109. The most recent Annual
Report to Shareholders is attached to this Statement of Additional Information
and is hereby incorporated in this Statement of Additional Information by
reference.
TABLE OF CONTENTS
Page
1. Investment Policies and Restrictions 2
2. Management of the Funds 10
3. Investment Adviser 13
4. Underwriting Agreement and Distribution Plans 14
5. Shareholder Servicing/Transfer Agent 17
6. Custodian 17
7. Principal Underwriter 17
8. Independent Public Accountants 18
9. Portfolio Transactions 18
10. Tax Status 19
11. Description of Shares 22
12. Certain Liabilities 23
13. Letter of Intention 23
14. Systematic Withdrawal Plan 24
15. Determination of Net Asset Value 24
16. Investment Results 25
17. Financial Statements 27
Appendix A 29
Appendix B 46
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS
AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE
INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN EFFECTIVE
PROSPECTUS.
<PAGE>
1. INVESTMENT POLICIES AND RESTRICTIONS
Pioneer Capital Growth Fund (the "Capital Growth Fund"), Pioneer
Equity-Income Fund (the "Equity-Income Fund") and Pioneer Gold Shares ("Gold
Shares") are the separate investment portfolios of the Trust (each, a "Fund" and
collectively, the "Funds"). Each Fund's current prospectus (each, a "Prospectus"
and collectively, the "Prospectuses") presents the investment objective and the
principal investment policies of its respective Fund. Additional investment
policies and a further description of some of the policies described in the
Prospectuses appear below.
The following policies and restrictions supplement those discussed in
the Prospectuses. Whenever an investment policy or restriction states a maximum
percentage of a Fund's assets that may be invested in any security or presents a
policy regarding quality standards, this standard or other restrictions shall be
determined immediately after and as a result of a Fund's investment.
Accordingly, any later increase or decrease resulting from a change in values,
net assets or other circumstances will not be considered in determining whether
the investment complies with a Fund's investment objective and policies.
Lending of Portfolio Securities
Each of the Funds may lend portfolio securities to member firms of the
New York Stock Exchange, under agreements which would require that the loans be
secured continuously by collateral in cash, cash equivalents or United States
("U.S.") Treasury Bills maintained on a current basis at an amount at least
equal to the market value of the securities loaned. The Fund would continue to
receive the equivalent of the interest or dividends paid by the issuer on the
securities loaned as well as the benefit of an increase in the market value of
the securities loaned and would also receive compensation based on investment of
the collateral. The Fund would not, however, have the right to vote any
securities having voting rights during the existence of the loan, but would call
the loan in anticipation of an important vote to be taken among holders of the
securities or of the giving or withholding of consent on a material matter
affecting the investment.
As with other extensions of credit there are risks of delay in recovery
or even loss of rights in the collateral should the borrower of the securities
fail financially. The Funds will lend portfolio securities only to firms which
have been approved in advance by the Board of Trustees, which will monitor the
creditworthiness of any such firms. At no time would the value of the securities
loaned exceed 30% of the value of a Fund's total assets.
2
<PAGE>
Forward Foreign Currency Transactions for Capital Growth Fund and Gold
Shares
Capital Growth Fund and Gold Shares may engage in foreign currency
transactions. These transactions may be conducted on a spot, cash basis, at the
spot rate for purchasing or selling currency prevailing in the foreign exchange
market. Capital Growth Fund and Gold Shares also have authority to deal in
forward foreign currency exchange contracts involving currencies of the
different countries in which the Funds will invest as a hedge against possible
variations in the foreign exchange rate between these currencies and the U.S.
dollar. This is accomplished through contractual agreements to purchase or sell
a specified currency at a specified future date and price set at the time of the
contract. The Funds' dealings in forward foreign currency contracts will be
limited to hedging either specific transactions or portfolio positions.
Transaction hedging is the purchase or sale of forward foreign currency
contracts with respect to specific receivables or payables of the Funds, accrued
in connection with the purchase and sale of their portfolio securities
denominated in foreign currencies. Portfolio hedging is the use of forward
foreign currency contracts to offset portfolio security positions denominated or
quoted in such foreign currencies. There is no guarantee that Capital Growth
Fund or Gold Shares will be engaged in hedging activities when adverse exchange
rate movements occur. Neither Capital Growth Fund nor Gold Shares will attempt
to hedge all of its foreign portfolio positions, and both Funds will enter into
such transactions only to the extent, if any, deemed appropriate by the
investment adviser. Neither Fund will enter into speculative forward foreign
currency contracts.
If Capital Growth Fund or Gold Shares enters into a forward contract to
purchase foreign currency, the custodian bank will segregate cash or high grade
liquid debt securities in a separate account in an amount equal to the value of
the total assets committed to the consummation of such forward contract. Those
assets will be valued at market daily and if the value of the assets in the
separate account declines, additional cash or securities will be placed in the
accounts so that the value of the account will equal the amount of the Fund's
commitment with respect to such contracts.
Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also limit the opportunity
for gain if the value of the hedged currency should rise. Moreover, it may not
be possible for Capital Growth Fund or Gold Shares to hedge against a
devaluation that is so generally anticipated that the Funds are not able to
contract to sell the currency at a price above the devaluation level they
anticipate.
The cost to Capital Growth Fund and Gold Shares of engaging in foreign
currency transactions varies with such factors as the currency involved, the
size of the contract, the length of the contract period and the market
conditions then prevailing. Since transactions in foreign currency and forward
contracts are usually conducted on a principal basis, no fees or commissions are
involved. Capital Growth Fund and Gold Shares may close out a forward position
in a currency by selling the forward contract or by entering into an offsetting
forward contract.
Options on Securities
Capital Growth Fund and Gold Shares may write (sell) covered call
options on certain portfolio securities, but options may not be written on more
than 25% of the aggregate market value of any single portfolio security
(determined each time a call is sold as of the date of such sale). Neither
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<PAGE>
Capital Growth Fund or Gold Shares intends to write covered call options on
portfolio securities with an aggregate market value exceeding 5% of the Fund's
total assets in the coming year. As the writer of a call option, a Fund receives
a premium less commission, and, in exchange, foregoes the opportunity to profit
from increases in the market value of the security covering the call above the
sum of the premium and the exercise price of the option during the life of the
option. The purchaser of such a call written by a Fund has the option of
purchasing the security from that Fund at the option price during the life of
the option. Portfolio securities on which options may be written are purchased
solely on the basis of investment considerations consistent with a Fund's
investment objectives. All call options written by a Fund are covered; a Fund
may cover a call option by owning the securities subject to the option so long
as the option is outstanding or using the other methods described below. In
addition, a written call option may be covered by purchasing an offsetting
option or any other option which, by virtue of its exercise price or otherwise,
covers a Fund's net exposure on its written option position. The Funds do not
consider a security covered by a call option to be "pledged" as that term is
used in each Funds' policy which limits the pledging or mortgaging of its
assets.
Capital Growth Fund and Gold Shares may purchase call options on
securities for entering into a "closing purchase transaction," i.e., a purchase
of a call option on the same security with the same exercise price and
expiration date as a "covered" call already written by the Fund. These closing
purchase transactions enable the Funds to immediately realize gains or minimize
losses on their respective options positions. There is no assurance that a Fund
will be able to effect such closing purchase transactions at a favorable price.
If a Fund cannot enter into such a transaction it may be required to hold a
security that it might otherwise have sold. A Fund's portfolio turnover may
increase through the exercise of options if the market price of the underlying
securities goes up and the Fund has not entered into a closing purchase
transaction. The commission on purchase or sale of a call option is higher in
relation to the premium than the commission in relation to the price on purchase
or sale of the underlying security.
Options on Securities Indices
Capital Growth Fund and Gold Shares may purchase call and put options
on securities indices for the purpose of hedging against the risk of unfavorable
price movements adversely affecting the value of either such Fund's securities
or securities which either such Fund intends to buy. Securities index options
will not be used for speculative purposes.
The Funds may only purchase and sell options that are traded only in a
regulated market which is open to the public. Currently, options on stock
indices are traded only on national securities exchanges or over-the-counter,
both in the U.S. and in foreign countries. A securities index fluctuates with
changes in the market values of the securities included in the index. For
example, some stock index options are based on a broad market index such as the
S&P 500 or the Value Line Composite Index in the U.S., the Nikkei in Japan or
the FTSE 100 in the United Kingdom. Index options may also be based on a
narrower market index such as the S&P 100 or on an industry or market segment
such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index.
4
<PAGE>
The Funds may purchase put options in order to hedge against an
anticipated decline in securities prices that might adversely affect the value
of the Funds' respective portfolio securities. If a Fund purchases a put option
on a securities index, the amount of the payment it would receive upon
exercising the option would depend on the extent of any decline in the level of
the securities index below the exercise price. Such payments would tend to
offset a decline in the value of such Fund's portfolio securities. However, if
the level of the securities index increases and remains above the exercise price
while the put option is outstanding, such Fund will not be able to profitably
exercise the option and will lose the amount of the premium and any transaction
costs. Such loss may be partially offset by an increase in the value of such
Fund's portfolio securities.
Capital Growth Fund or Gold Shares may purchase call options on
securities indices in order to remain fully invested in a particular foreign
stock market or to lock in a favorable price on securities that it intends to
buy in the future. If a Fund purchases a call option on a securities index, the
amount of the payment it receives upon exercising the option depends on the
extent of an increase in the level of other securities indices above the
exercise price. Such payments would in effect allow such Fund to benefit from
securities market appreciation even though it may not have had sufficient cash
to purchase the underlying securities. Such payments may also offset increases
in the price of securities that such Fund intends to purchase. If, however, the
level of the securities index declines and remains below the exercise price
while the call option is outstanding, a Fund will not be able to exercise the
option profitably and will lose the amount of the premium and transaction costs.
Such loss may be partially offset by a reduction in the price such Fund pays to
buy additional securities for its portfolio.
Capital Growth Fund and Gold Shares may each sell the securities index
option it has purchased or write a similar offsetting securities index option in
order to close out a position in a securities index option which it has
purchased. These closing sale transactions enable the Funds to immediately
realize gains or minimize losses on their respective options positions. However,
there is no assurance that a liquid secondary market on an options exchange will
exist for any particular option, or at any particular time, and for some options
no secondary market may exist. In addition, securities index prices may be
distorted by interruptions in the trading of securities of certain companies or
of issuers in certain industries, or by restrictions that may be imposed by an
exchange on opening or closing transactions, or both, which would disrupt
trading in options on such indices and preclude a Fund from closing out its
options positions. If a Fund is unable to effect a closing sale transaction with
respect to options that it has purchased, it would have to exercise the options
in order to realize any profit.
The hours of trading for options may not conform to the hours during
which the underlying securities are traded. To the extent that the options
markets close before the markets for the underlying securities, significant
price and rate movements can take place in the underlying markets that can not
be reflected in the options markets. The purchase of options is a highly
specialized activity which involves investment techniques and risks
5
<PAGE>
different from those associated with ordinary portfolio securities transactions.
In addition to the risks of imperfect correlation between the Funds'
respective portfolio and the index underlying the option, the purchase of
securities index options involves the risk that the premium and transaction
costs paid by the Funds in purchasing an option will be lost. This could occur
as a result of unanticipated movements in prices of the securities comprising
the securities index on which the option is based.
Futures Contracts and Options on Futures Contracts
To hedge against changes in securities prices or currency exchange
rates, Capital Growth Fund and Gold Shares may each purchase and sell various
kinds of futures contracts, and purchase and write (sell) call and put options
on any of such futures contracts. Capital Growth Fund and Gold Shares may each
also enter into closing purchase and sale transactions with respect to any of
such contracts and options. The futures contracts may be based on various
securities (such as U.S. Government securities), securities indices, foreign
currencies and other financial instruments and indices. The Funds will engage in
futures and related options transactions for bona fide hedging and non-hedging
purposes as described below. All futures contracts entered into by the Funds are
traded on U.S. exchanges or boards of trade that are licensed and regulated by
the Commodity Futures Trading Commission (the "CFTC") or on foreign exchanges.
Futures Contracts. A futures contract may generally be described as an
agreement between two parties to buy and sell particular financial instruments
for an agreed price during a designated month (or to deliver the final cash
settlement price, in the case of a contract relating to an index or otherwise
not calling for physical delivery at the end of trading in the contract).
When interest rates are rising or securities prices are falling, the
Funds can seek to offset a decline in the value of their respective current
portfolio securities through the sale of futures contracts. When interest rates
are falling or securities prices are rising, the Funds, through the purchase of
futures contracts, can attempt to secure better rates or prices than might later
be available in the market when they effect anticipated purchases. Similarly,
Capital Growth Fund and Gold Shares can sell futures contracts on a specified
currency to protect against a decline in the value of such currency and a
decline in the value of its portfolio securities which are denominated in such
currency. Capital Growth Fund and Gold Shares can purchase futures contracts on
a foreign currency to establish the price in U.S. dollars of a security
denominated in such currency that the Funds have acquired or expect to acquire.
Positions taken in the futures markets are not normally held to
maturity but are instead liquidated through offsetting transactions which may
result in a profit or a loss. While futures contracts on securities or currency
will usually be liquidated in this manner, the Funds may instead make, or take,
delivery of the underlying securities or currency whenever it appears
6
<PAGE>
economically advantageous to do so. A clearing corporation associated with the
exchange on which futures on securities or currency are traded guarantees that,
if still open, the sale or purchase will be performed on the settlement date.
Hedging Strategies. Hedging, by use of futures contracts, seeks to
establish with more certainty the effective price, rate of return and currency
exchange rate on portfolio securities and securities that a Fund owns or
proposes to acquire. A Fund may, for example, take a "short" position in the
futures market by selling futures contracts in order to hedge against an
anticipated rise in interest rates or a decline in market prices or foreign
currency rates that would adversely affect the value of the Fund's portfolio
securities. Such futures contracts may include contracts for the future delivery
of securities held by a Fund or securities with characteristics similar to those
of a Fund's portfolio securities. Similarly, Capital Growth Fund and Gold Shares
may sell futures contracts in a foreign currency in which their respective
portfolio securities are denominated or in one currency to hedge against
fluctuations in the value of securities denominated in a different currency if
there is an established historical pattern of correlation between the two
currencies. If, in the opinion of Pioneering Management Corporation ("PMC"),
there is a sufficient degree of correlation between price trends for the Funds'
respective portfolio securities and futures contracts based on other financial
instruments, securities indices or other indices, the Funds may also enter into
such futures contracts as part of their hedging strategies. Although under some
circumstances prices of securities in a Fund's portfolio may be more or less
volatile than prices of such futures contracts, PMC will attempt to estimate the
extent of this volatility difference based on historical patterns and compensate
for any such differential by having that Fund enter into a greater or lesser
number of futures contracts or by attempting to achieve only a partial hedge
against price changes affecting that Fund's portfolio securities. When hedging
of this character is successful, any depreciation in the value of portfolio
securities will be substantially offset by appreciation in the value of the
futures position. On the other hand, any unanticipated appreciation in the value
of a Fund's portfolio securities would be substantially offset by a decline in
the value of the futures position.
On other occasions, the Funds may take a "long" position by purchasing
futures contracts. This may be done, for example, when a Fund anticipates the
subsequent purchase of particular securities when it has the necessary cash, but
expects the prices or currency exchange rates then available in the applicable
market to be less favorable than prices or rates that are currently available.
Options on Futures Contracts. The acquisition of put and call options
on futures contracts will give the Funds the right (but not the obligation) for
a specified price to sell or to purchase, respectively, the underlying futures
contract at any time during the option period. As the purchaser of an option on
a futures contract, a Fund obtains the benefit of the futures position if prices
move in a favorable direction but limits its risk of loss in the event of an
unfavorable price movement to the loss of the premium and transaction costs.
The writing of a call option on a futures contract generates a premium
which may partially offset a decline in the value of a Fund's assets. By writing
a call option, a Fund
7
<PAGE>
becomes obligated, in exchange for the premium, to sell a
futures contract (if the option is exercised), which may have a value higher
than the exercise price. Conversely, the writing of a put option on a futures
contract generates a premium which may partially offset an increase in the price
of securities that a Fund intends to purchase. However, such Fund becomes
obligated to purchase a futures contract (if the option is exercised) which may
have a value lower than the exercise price. Thus, the loss incurred by the Funds
in writing options on futures is potentially unlimited and may exceed the amount
of the premium received. The Funds will incur transaction costs in connection
with the writing of options on futures.
The holder or writer of an option on a futures contract may terminate
its position by selling or purchasing an offsetting option on the same series.
There is no guarantee that such closing transactions can be effected. The Funds'
ability to establish and close out positions on such options will be subject to
the development and maintenance of a liquid market.
The Funds may use options on futures contracts for bona fide hedging or
non-hedging purposes as discussed below.
Other Considerations. Capital Growth Fund and Gold Shares will engage
in futures and related options transactions only for bona fide hedging or
non-hedging purposes in accordance with CFTC regulations which permit principals
of an investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act") to engage in such transactions without registering as
commodity pool operators. The Funds are not permitted to engage in speculative
futures trading. The Funds will determine that the price fluctuations in the
futures contracts and options on futures used for hedging purposes are
substantially related to price fluctuations in securities held by the respective
Fund or which the respective Fund expects to purchase. Except as stated below,
the Funds' futures transactions will be entered into for traditional hedging
purposes -- i.e., futures contracts will be sold to protect against a decline in
the price of securities (or the currency in which they are denominated) that the
respective Fund owns, or futures contracts will be purchased to protect the
respective Fund against an increase in the price of securities (or the currency
in which they are denominated) it intends to purchase. As evidence of this
hedging intent, each Fund expects that on 75% or more of the occasions on which
it takes a long futures or option position (involving the purchase of futures
contracts), the Fund will have purchased, or will be in the process of
purchasing, equivalent amounts of related securities or assets denominated in
the related currency in the cash market at the time when the futures or option
position is closed out. However, in particular cases, when it is economically
advantageous for a Fund to do so, a long futures position may be terminated or
an option may expire without the corresponding purchase of securities or other
assets.
As an alternative to literal compliance with the bona fide hedging
definition, a CFTC regulation permits the Funds to elect to comply with a
different test, under which the sum of the amounts of initial margin deposits on
a Fund's existing non-hedging futures contracts and premiums paid for options on
8
<PAGE>
futures entered into for non-hedging purposes (net of the amount the positions
are "in the money") would not exceed 5% of the market value of that Fund's total
assets. The Funds will engage in transactions in futures contracts and related
options only to the extent such transactions are consistent with the
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), for
maintaining their qualifications as regulated investment companies for federal
income tax purposes.
Transaction costs associated with futures contracts and related options
involve brokerage costs, require margin deposits and, in the case of contracts
and options obligating the Funds to purchase securities or currencies, require
the Funds to segregate assets to cover such contracts and options.
While transactions in futures contracts and options on futures may
reduce certain risks, such transactions themselves entail certain other risks.
Thus, while the Funds may benefit from the use of futures and options on
futures, unanticipated changes in interest rates, securities prices or currency
exchange rates may result in a poorer overall performance for the Funds than if
they had not entered into any futures contracts or options transactions. In the
event of an imperfect correlation between a futures position and a portfolio
position which is intended to be protected, the desired protection may not be
obtained and the Funds may be exposed to risk of loss. It is not possible to
hedge fully or perfectly against the effect of currency fluctuations on the
value of foreign securities because currency movements impact the value of
different securities in differing degrees.
Other Policies and Risks
With the exception of Gold Shares, it is the fundamental policy of each
of the Funds not to concentrate its investments in securities of companies in
any particular industry. Following the current opinion of the staff of the
Securities and Exchange Commission (the "Commission"), investments are deemed to
be concentrated in a particular industry if such investments constitute 25% or
more of the Fund's total assets. Gold Shares' fundamental policy allowing the
concentration in the securities of companies engaged in the mining, processing
or sale of gold and other precious metals presents risks which are not presented
in portfolios which diversify their investments over many industries. Gold
Shares will not concentrate its investment in any other industry. The Funds'
policies on concentration do not apply to investments in U.S. Government
Securities.
Gold Shares may invest in the securities of foreign governments, their
agencies and instrumentalities ("foreign government securities") but has no
present intention to invest more than 5% of its total assets in such securities.
Gold Shares will limit its investment in foreign government securities to those
rated at least investment grade, i.e., Baa by Moody's Investor Service, Inc. or
BBB by Standard & Poor's Ratings Group or, if unrated, determined by PMC to be
of comparable quality. See the Appendix for a description of the ratings.
Investment in foreign government securities entails certain risks similar to
those of investing in foreign companies as set forth in the Prospectus and the
additional risk that the foreign government will repudiate its underlying
obligation or alter any favorable tax treatment associated with the obligation.
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<PAGE>
With respect to liquidity determinations generally, the Board of
Trustees has the ultimate responsibility for determining whether specific
securities are liquid or illiquid. The Board has delegated the function of
making day to day determinations of liquidity to PMC, pursuant to guidelines
reviewed by the Trustees. PMC takes into account a number of factors in reaching
liquidity decisions. These factors may include but are not limited to: (i) the
frequency of trading in the security; (ii) the number of dealers who make quotes
in the securities; (iii) the number of dealers who have undertaken to make a
market in the security; (iv) the number of potential purchasers; and (v) the
nature of the security and how trading is effected (the time needed to sell the
security, how offers are solicited and the mechanics of transfer). PMC will
monitor the liquidity of securities in each Fund's portfolio and report
periodically on such decisions to the Trustees.
Investment Restrictions
Fundamental Investment Restrictions. The following list presents the
fundamental investment restrictions applicable to the Funds. These restrictions
cannot be changed for a particular Fund unless a majority of the outstanding
shares (as such vote is defined in Section 2(a)(42) of the 1940 Act) of such
Fund approve the change.
A Fund may not:
(1) borrow money, except from banks to meet redemptions in amounts not
exceeding 33 1/3% (taken at the lower of cost or current value) of its total
assets (including the amount borrowed);
(2) invest in real estate or interests therein, excluding readily
marketable securities of companies that invest in real estate or real estate
investment trusts (as provided in non- fundamental investment restriction no.
1);
(3) invest in commodities or commodity contracts, except interest rate
futures contracts, options on securities, securities indices, currency and other
financial instruments, futures contracts on securities, securities indices,
currency and other financial instruments and options on such futures contracts,
forward foreign currency exchange contracts, forward commitments, securities
index put or call warrants, interest rate swaps, caps and floors and repurchase
agreements entered into in accordance with the Fund's investment policies.
(4) purchase securities of an issuer (other than the U.S. Government,
its agencies or instrumentalities), if such purchase would at the time result in
more than 10% of the outstanding voting securities of such issuer being held by
the Fund.
(5) make loans, provided that (i) the purchase of debt securities
pursuant to a Fund's investment objectives shall not be deemed loans for the
purposes of this restriction; (ii) loans of portfolio securities as described,
from time to time, under "Lending of Portfolio Securities" shall be made only in
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<PAGE>
accordance with the terms and conditions therein set forth and (iii) in
seeking return on temporarily available cash a Fund may engage in
repurchase tnsactions as described in the Prospectus;
(6) issue senior securities, except as permitted by restrictions nos.
1, 3 and 5 above, and, for purposes of this restriction, the issuance of shares
of beneficial interest in multiple classes or series, the purchase or sale of
options, futures contracts and options on futures contracts, forward
commitments, forward foreign exchange contracts and repurchase agreements
entered into in accordance with the Fund's investment policies, and the pledge,
mortgage or hypothecation of the Fund's assets within the meaning of fundamental
restriction no. 8 below are not deemed to be senior securities.
(7) act as an underwriter, except as it may be deemed to be an
underwriter in a sale of restricted
securities; or
(8) guarantee the securities of any other company, or mortgage, pledge,
hypothecate, assign or otherwise encumber as security for indebtedness its
securities or receivables in an amount exceeding the amount of the borrowing
secured thereby.
As long as the Funds are registered in the Federal Republic of Germany,
Austria or Switzerland, no Fund may without the prior approval of its
shareholders:
(i) invest in the securities of any other domestic or foreign
investment company or investment fund, except in connection with a plan of
merger or consolidation with or acquisition of substantially all the assets of
such other investment company or investment fund;
(ii) purchase or sell real estate, or any interest therein, and real
estate mortgage loans, except that a Fund may invest in securities of corporate
or governmental entities secured by real estate or marketable interests therein
or securities issued by companies (other than real estate limited partnerships,
real estate investment trusts and real estate funds) that invest in real estate
or interests therein;
(iii) borrow money in amounts exceeding 10% of a Fund's total assets
(including the amount borrowed) taken at market value;
(iv) pledge, mortgage or hypothecate its assets in amounts exceeding
10% of a Fund's total assets taken at market value;
(v) purchase securities on margin or make short sales; or
(vi) redeem its securities in-kind.
Further, as long as the Funds are registered in Switzerland, no Fund
may without the prior approval of its shareholders:
11
<PAGE>
(a) purchase gold or silver bullion, coins or other precious metals or
purchase or sell futures contracts or options on any such precious metals;
(b) invest more than 10% of its total assets in the securities of any
one issuer; provided, however,that this restriction does not apply to cash
items and U.S. Government securities;
(c) write (sell) uncovered calls or puts or any combination thereof or
purchase, in an amount exceeding 5% of its assets, calls, puts, straddles,
spreads or any combination thereof; or
(d) invest more than 5% of its total assets in financial instruments
that are used for non-hedging purposes and which have a leverage effect.
Non-Fundamental Investment Restrictions. The following restrictions
have been designated as non-fundamental and may be changed by a vote of the
Trust's Board of Trustees without approval of shareholders.
A Fund may not:
(1) purchase securities for the purpose of controlling management
of other companies;
(2) purchase or retain the securities of any company if officers of the
Trust or Trustees of the Trust, or officers and directors of its adviser or
principal underwriter, individually own more than one-half of 1% of the
securities of such company or collectively own more than 5% of the securities of
such company; or
(3) invest in any security, including any repurchase agreement maturing
in more than seven days, which is illiquid, if more than 15% of the total assets
of the Fund, taken at market value, would be invested in such securities.
In addition to the foregoing restrictions, at least 75% of the value of
each Fund's total assets must be represented by cash and cash items, government
securities, securities of other investment companies, and other securities for
the purpose of this calculation limited in respect of any one issuer to an
amount not greater in value than 5% of the value of the total assets of a Fund
and to not more than 10% of the outstanding voting securities of such issuer.
In order to register its shares in certain jurisdictions, the Trust has
agreed to adopt certain additional investment restrictions, which are
non-fundamental and which may be changed by a vote of the Trust's Board of
Trustees. Pursuant to these additional investment restrictions, a Fund may not
(i) invest more than 2% of its assets in warrants, valued at the lower of cost
or market, provided that it may invest up to 5% of its total assets, as so
valued, in warrants listed on the New York or American Stock Exchanges, (ii)
invest in interests in oil, gas or other mineral exploration or development
12
<PAGE>
leases or programs, (iii) purchase the securities of any enterprise which has a
business history of less than three years, including the operation of any
predecessor business to which it has succeeded, or (iv) invest in real estate
investment trusts or real estate limited partnerships. None of the Funds intends
to borrow money during the coming year, and in any case would do so only as a
temporary measure for extraordinary purposes or to facilitate redemptions.
2. MANAGEMENT OF THE FUND
The Trust's Board of Trustees provides broad supervision over the
affairs of each Fund and the Trust. The officers of the Trust are responsible
for each Fund's operations. The Trustees and executive officers of the Trust are
listed below, together with their principal occupations during the past five
years. An asterisk indicates those Trustees who are interested persons of the
Trust within the meaning of the Investment Company Act of 1940, as amended (the
"1940 Act").
JOHN F. COGAN, JR.*, Chairman of the Board, President and Trustee,
DOB: June 1926
President, Chief Executive Officer and a Director of The Pioneer Group, Inc.
("PGI"); Chairman and a Director of Pioneering Management Corporation ("PMC")
and Pioneer Funds Distributor, Inc. ("PFD"); Director of Pioneering Services
Corporation ("PSC"), Pioneer Capital Corporation ("PCC") and Forest-Starma (a
Russian timber joint venture); President and Director of Pioneer Plans
Corporation ("PPC"), Pioneer Investment Corp. ("PIC"), Pioneer Metals and
Technology, Inc. ("PMT"), Pioneer International Corp. ("Pintl"), Luscina, Inc.,
Pioneer First Russia, Inc. ("First Russia"), Pioneer Omega, Inc. ("Omega"); and
Theta Enterprises, Inc.; Chairman of the Board and Director of Pioneer
Goldfields Limited ("PGL") and Teberebie Goldfields Limited; Chairman of the
Supervisory Board of Pioneer Fonds Marketing, GmbH ("Pioneer GmbH"); Member of
the Supervisory Board of Pioneer First Polish Trust Fund Joint Stock Company
("PFPT"); Chairman, President and Trustee of all of the Pioneer mutual funds;
and Partner, Hale and Dorr LLP (counsel to the Fund).
RICHARD H. EGDAHL, M.D., Trustee, DOB: December 1926
Boston University Health Policy Institute, 53 Bay State Rd., Boston, MA 02115
Professor of Management, Boston University School of Management;
Professor of Public Health, Boston University School of Public Health; Professor
of Surgery, Boston University School of Medicine; Director, Boston University
Health Policy Institute and Boston University Medical Center; Executive Vice
President and Vice Chairman of the Board, University Hospital; Academic Vice
President for Health Affairs, Boston University; Director, Essex Investment
Management Company, Inc. (investment adviser), Health Payment Review, Inc.
(health care containment software firm), Mediplex Group, Inc. (nursing care
facilities firm), Peer Review Analysis, Inc. (health care facilities firm) and
Springer-Verlag New York, Inc. (publisher); Honorary Trustee, Franciscan
Children's Hospital; and Trustee of all of the Pioneer mutual funds.
13
<PAGE>
MARGARET B.W. GRAHAM, Trustee, DOB: May 1947
The Keep, P.O. Box 110. Little Deer Isle, ME 04650
Founding Director, Winthrop Group, Inc (consulting firm); Manager of
Research Operations, Xerox Palo Alto Research Center, from 1991 to 1994;
Professor of Operations Management and Management of Technology, Boston
University School of Management ("BUSM"), from 1989 to 1993; and Trustee of all
of the Pioneer mutual funds, except Pioneer Variable Contracts Trust.
JOHN W. KENDRICK, Trustee, DOB: July 1917
6363 Waterway Drive, Falls Church, VA 22044
Professor Emeritus and Adjunct Scholar, George Washington University;
Economic Consultant and Director, American Productivity and Quality Center;
American Enterprise Institute; and Trustee of all of the Pioneer mutual funds,
except Pioneer Variable Contracts Trust.
MARGUERITE A. PIRET, Trustee, DOB: May 1948
One Boston Place, Suite 2635, Boston, MA 02108
President, Newbury, Piret & Company, Inc. (merchant banking firm) and Trustee of
all of the Pioneer mutual funds.
DAVID D. TRIPPLE*, Trustee and Executive Vice President, DOB: February 1944
Executive Vice President and a Director of PGI; President, Chief
Investment Officer and a Director of PMC; Director of PFD, PCC, PIC, PIntl,
First Russia, Omega and Pioneer SBIC Corporation; and Executive Vice President
and Trustee of all of the Pioneer mutual funds.
STEPHEN K. WEST, Trustee, DOB: September 1928
125 Broad Street, New York, NY 10004
Partner, Sullivan & Cromwell (law firm); Trustee, The Winthrop Focus
Funds (mutual funds) and Trustee of all of the Pioneer mutual funds.
JOHN WINTHROP, Trustee, DOB: June 1936
One North Adgers Wharf, Charleston, SC 29401
President, John Winthrop & Co., Inc. (private investment firm); Director of NUI
Corp.; Trustee of Alliance Capital Reserves, Alliance Government Reserves and
Alliance Tax Exempt Reserves; and Trustee of all of the Pioneer mutual funds,
except Pioneer Variable Contracts Trust.
WILLIAM H. KEOUGH, Treasurer, DOB: April 1937
Senior Vice President, Chief Financial Officer and Treasurer of PGI;
Treasurer of PFD, PMC, PSC, PCC, PIC, PIntl, PMT, PGL, First Russia, Omega and
Pioneer SBIC Corporation; Treasurer and Director of PPC; and Treasurer of all of
the Pioneer mutual funds.
JOSEPH P. BARRI, Secretary, DOB: August 1946
Secretary of PGI, PMC, PPC, PIC, PIntl, PMT, First Russia, Omega and
PCC; Clerk of PFD and PSC; Partner, Hale and Dorr (counsel to the Fund); and
Secretary of all of the Pioneer mutual funds.
14
<PAGE>
ERIC W. RECKARD, Assistant Treasurer, DOB: June 1956
Manager of Fund Accounting of PMC since May 1994; Manager of Auditing,
Compliance and Business Analysis for PGI prior to May 1994; and Assistant
Treasurer of all of the Pioneer mutual funds.
ROBERT P. NAULT, Assistant Secretary, DOB: March 1964
General Counsel and Assistant Secretary of PGI since 1995; Assistant
Secretary of PMC, PIntl, PGL, First Russia, Omega and all of the Pioneer mutual
funds; Assistant Clerk of PFD and PSC; and formerly of Hale and Dorr LLP
(counsel to the Fund) where he most recently served as junior partner.
JOHN A. CAREY, Vice President of Pioneer Equity-Income Fund, DOB: May 1949
Vice President of PMC, and Pioneer Fund.
J. RODMAN WRIGHT, Vice President of Pioneer Capital Growth Fund,DOB: January
1961 Vice President of PMC, since January 1997 and former analyst and
assistant portfolio manager of the Fund; formerly an analyst and a
co-portfolio manager,focusing on small capitalization securities,
with another investment firm from November 1989 to July 1994.
The Trust's Declaration of Trust (the "Declaration of Trust") provides that the
holders of two-thirds of its outstanding shares may vote to remove a Trustee of
the Trust at any meeting of shareholders. See "Description of Shares" below. The
business address of all officers is 60 State Street, Boston, Massachusetts
02109.
All of the outstanding capital stock of PFD, PMC and PSC is owned,
directly or indirectly, by PGI, a publicly-owned Delaware corporation. PMC, the
Trust's investment adviser, serves as the investment adviser for the Pioneer
mutual funds listed below and manages the investments of certain institutional
accounts.
The table below lists all the Pioneer mutual funds currently offered to
the public and the investment adviser and principal underwriter for each fund.
Investment Principal
Fund Name Adviser Underwriter
Pioneer International Growth Fund PMC PFD
Pioneer Europe Fund PMC PFD
Pioneer World Equity Fund PMC PFD
Pioneer Emerging Markets Fund PMC PFD
Pioneer India Fund PMC PFD
Pioneer Capital Growth Fund PMC PFD
Pioneer Mid-Cap Fund PMC PFD
Pioneer Growth Shares PMC PFD
Pioneer Small Company Fund PMC PFD
Investment Principal
Fund Name Adviser Underwriter
- --------- ------- -----------
Pioneer Micro-Cap Fund PMC PFD
Pioneer Gold Shares PMC PFD
Pioneer Equity-Income Fund PMC PFD
Pioneer Balanced Fund PMC PFD
Pioneer Fund PMC PFD
Pioneer II PMC PFD
Pioneer Real Estate Shares PMC PFD
Pioneer Short-Term Income Trust PMC PFD
Pioneer America Income Trust PMC PFD
Pioneer Bond Fund PMC PFD
Pioneer Intermediate Tax-Free Fund PMC PFD
Pioneer Tax-Free Income Fund PMC PFD
Pioneer Cash Reserves Fund PMC PFD
Pioneer Interest Shares, Inc. PMC Note 1
Pioneer Variable Contracts Trust PMC Note 2
Note 1 This fund is a closed-end fund.
Note 2 This is a series of eight separate portfolios designed to provide
investment vehicles for the variable annuity and variable life insurance
contracts of various insurance companies or for certain qualified pension plans.
To the knowledge of the Trust, no officer or trustee of the Trust owned
5% or more of the issued and outstanding shares of PGI on the date of this
Statement of Additional Information, except Mr. Cogan who then owned
approximately 14% of such shares. As of the date of this Statement of Additional
Information, the Trustees and Officers of the Trust owned beneficially in the
aggregate less than 1% of the outstanding shares of each Fund. As of such date
Merrill Lynch Pierce Fenner & Smith Inc., for the sole benefit of its customers,
4800 Deer Lake Drive East 3rd Fl, Jacksonville, FL 32246-6484 owned
approximately 5.31% (3,795,581) of the outstanding Class A shares of Capital
Growth Fund; Merrill Lynch Pierce Fenner & Smith Inc., for the sole benefit of
its customers, owned approximately 16.94% (5,506,434) of the outstanding Class B
shares of Capital Growth Fund; Merrill Lynch Pierce Fenner & Smith Inc., for the
sole benefit of its customers owned approximately 56.19% (1,099,936) of the
outstanding Class C shares of Capital Growth Fund; Merrill Lynch Pierce Fenner &
Smith Inc., for the sole benefit of its customers owned approximately 23.62%
(72,649) of the outstanding Class C shares of Equity Income Fund; Stephen R.
Lanning TTEE of the Lanning Tire Sales 401(k) Plan owned approximately 9.21%
(28,350) of the outstanding Class C shares of Equity Income Fund; Donaldson
Lufkin Jenrette Securities Corporation Inc., Box 2052, Jersey City, NJ
07303-9998 owned approximately 9.48% (63,702) of the outstanding Class B shares
of Gold Shares; Merrill Lynch Pierce Fenner & Smith Inc., for the sole benefit
of its customers owned approximately 5.27% (35,461) of the outstanding Class B
shares of Gold Shares; PFD, 60 State Street, Boston, MA 02109 owned
approximately 27.06% (11,769) of the outstanding Class C shares of Gold Shares;
Merrill Lynch Pierce Fenner & Smith Inc., for the sole benefit of its customers
owned approximately 11.34% (4,932) of the outstanding Class C shares of Gold
Shares; Rausher Pierce Refsnes FBO Nancy C O'Quinn Separate Property Muni Bond
Account, Box 542292, Houston, TX 77254-2292 owned approximately 7.86% (3,419) of
the outstanding Class C shares of Gold Shares; Rausher Pierce Refsnes C/F Harold
Robert Rosecrans, A/C # 7140-1538 Rollover IRA, 4211 Forest Holly Drive,
Kingwood, TX 77245-1358 owned approximately 7.82% (3,401) of the outstanding
Class C shares of Gold Shares; Mark Wattenburger and Marjorie Wattenburger JT,
3904 Deann Dr., Amarillo, TX 79121-1802 owned approximately 6.72% (2,925) of the
outstanding Class C shares of Gold Shares; Prudential Securities Inc. FBO Mr.
Sheldon L. Leibowitz 1020 Michigan Ave. Wilmette, IL 60091-1934 owned
approximately 5.18% (2,254) of the outstanding Class C shares of Gold Shares.
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<PAGE>
Compensation of Officers and Trustees
The Trust pays no salaries or compensation to any of its officers. Each
Fund will pay an annual trustee's fee to each Trustee who is not affiliated with
PMC, PGI, PFD or PSC consisting of two components: (a) a base fee of $500 and
(b) a variable fee, calculated on the basis of the average net assets of each
Fund. In addition, each Fund will pay a per meeting fee of $100 to each Trustee
who is not affiliated with PMC, PGI, PFD or PSC. The Trust will also will pay an
annual committee participation fee to trustees who serve as members of
committees
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<PAGE>
established to act on behalf of one or more of the Pioneer mutual
funds. Committee fees will be allocated to the Trust on the basis of the Trust's
average net assets. Each Trustee who is a member of the Audit Committee for the
Pioneer mutual funds will receive an annual fee equal to 10% of the aggregate
annual trustee's fee, except the Committee Chair who will receive an annual
trustee's fee equal to 20% of the aggregate annual trustee's fee. Members of the
Pricing Committee for the Pioneer mutual funds, as well as any other committee
which renders material functional services to the Board of Trustees for the
Pioneer mutual funds, will receive an annual fee equal to 5% of the annual
trustee's fee, except the Committee Chair who will receive an annual trustee's
fee equal to 10% of the annual trustee's fee. Any such fees paid to affiliates
or interested persons of PGI, PMC, PFD or PSC are reimbursed to the Trust under
its Management Contract.
<TABLE>
The following table sets forth certain information with respect to the
compensation of each Trustee of the Trust:
- ------------------------------------ --------------------- ---------------------- --------------------------
Pension or Total
Retirement Compensation from Trust
Aggregate Benefits Accrued and Pioneer Family
Compensation as Part of of Funds**
<S> <C> <C> <C>
Name of Trustee from the Trust* Trust's Expenses
- ------------------------------------ --------------------- ---------------------- --------------------------
- ------------------------------------ --------------------- ---------------------- --------------------------
John F. Cogan, Jr. $ 1,500.00 0 $ 11,083.00
- ------------------------------------ --------------------- ---------------------- --------------------------
- ------------------------------------ --------------------- ---------------------- --------------------------
Richard H. Egdahl, M.D. 7,993.33 0 $ 59,858 00
- ------------------------------------ --------------------- ---------------------- --------------------------
- ------------------------------------ --------------------- ---------------------- --------------------------
Margaret B.W. Graham 8,113.33 0 $ 59,858.00
- ------------------------------------ --------------------- ---------------------- --------------------------
- ------------------------------------ --------------------- ---------------------- --------------------------
John W. Kendrick 8,113.33 0 $ 59,858.00
- ------------------------------------ --------------------- ---------------------- --------------------------
- ------------------------------------ --------------------- ---------------------- --------------------------
Marguerite A. Piret 10,550.33 0 $ 79,842.00
- ------------------------------------ --------------------- ---------------------- --------------------------
- ------------------------------------ --------------------- ---------------------- --------------------------
David D. Tripp 1,500.00 0 $ 11,083.00
- ------------------------------------ --------------------- ---------------------- --------------------------
- ------------------------------------ --------------------- ---------------------- --------------------------
Stephen K. West 8,911.67 0 $ 67,850.00
- ------------------------------------ --------------------- ---------------------- --------------------------
- ------------------------------------ --------------------- ---------------------- --------------------------
John Withrop 9,205.16 0 $ 66,442.00
- ------------------------------------ --------------------- ---------------------- --------------------------
- ------------------------------------ --------------------- ---------------------- --------------------------
Total $ 58,887.15 0 $ 415,874.00
- ------------------------------------ --------------------- ---------------------- --------------------------
</TABLE>
3. INVESTMENT ADVISER
The Trust, with respect to each Fund, has contracted with PMC, 60 State
Street, Boston, Massachusetts, to act as investment adviser. A description of
the services provided to each Fund under its respective management contract and
the
17
<PAGE>
expenses paid by the Fund under such contract is set forth in each
Prospectus under the caption "Management of the Fund."
The term of each management contract is one year and is renewable
annually by the vote of a majority of the Board of Trustees of the Trust
(including a majority of the Board of Trustees who are not parties to the
contract or interested persons of any such parties). The vote must be cast in
person at a meeting called for the purpose of voting on such renewal. This
contract terminates if assigned and may be terminated without penalty by either
party upon sixty days' written notice by vote of its Board of Directors or
Trustees or a majority of its outstanding voting securities. Pursuant to each
management contract, PMC will not be liable for any error of judgment or mistake
of law or for any loss sustained by reason of the adoption of any investment
policy or the purchase, sale or retention of any securities on the
recommendation of PMC. PMC, however, is not protected against liability by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under the respective management contract.
As compensation for its management services and expenses incurred, PMC
is entitled to a management fee from each Fund at the rate of 0.65% per annum of
a 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 any excess over $1 billion.
The fee is normally computed and accrued daily and paid monthly.
PMC has agreed not to impose all or a portion of its management fee as
required to limit the Class A shares operating expenses of Gold shares to 1.75%
of the average net assets attributable to Class A shares; the portion of
Fund-wide operating expenses attributable to Class B and Class C shares will be
reduced only to the extent that they are reduced for Class A shares. This
agreement is temporary and voluntary and may be terminated at any time by PMC.
See "Expense Information" in Gold Shares' Prospectus.
During the fiscal years ended October 31 1996, October 31, 1995 and
October 31, 1994 and, PMC earned management fees from the Funds, respectively,
as follows: Capital Growth Fund, $8,408,000, $4,584,004 and $1,805,402;
Equity-Income Fund, $2,586,845, $1,559,459 and $1,060,828; Gold Shares,
$254,175, $174,094 and $140,960.
During the fiscal years ended October 31, 1996, October 31, 1995 and
October 31, 1994 the expense limitations described above resulted in a reduction
of the total management fees payable by Gold shares, as follows:
18
<PAGE>
Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended
October 31, 1996 October 31, 1995 October 31, 1994
---------------- ---------------- ----------------
$59,762 $139,498 $83,070
4. UNDERWRITING AGREEMENT AND DISTRIBUTION PLANS
The Trust, on behalf of each Fund, entered into an Underwriting
Agreement with PFD. The Underwriting Agreement will continue from year to year
if annually approved by the Trustees. The Underwriting Agreement provides that
PFD will bear expenses for the distribution of the Trust's shares, except for
expenses incurred by PFD for which it is reimbursed by the Trust under the Plan.
PFD bears all expenses it incurs in providing services under the Underwriting
Agreement. Such expenses include compensation to its employees and
representatives and to securities dealers for distribution related services
performed for the Trust. PFD also pays certain expenses in connection with the
distribution of the Trust's shares, including the cost of preparing, printing
and distributing advertising or promotional materials, and the cost of printing
and distributing prospectuses and supplements to prospective shareholders. The
Trust bears the cost of registering its shares under federal and state
securities law and the laws of certain foreign countries. The Trust and PFD have
agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. Under the Underwriting
Agreement, PFD will use its best efforts in rendering services to the Trust.
The Trust, on behalf of each Fund, has adopted a plan of distribution
pursuant to Rule 12b-1 under the 1940 Act with respect to each Class of shares
of the Funds (the "Class A Plan", "Class B Plan", and "Class C Plan", and,
together, the "Plans").
Class A Plan
Pursuant to the Class A Plan a Fund may reimburse PFD for its
expenditures in financing any activity primarily intended to result in the sale
of Fund shares. Certain categories of such expenditures have been approved by
the Board of Trustees and are set forth in each Prospectus. See "Distribution
Plans" in each Prospectus. The expenses of each Fund pursuant to the Class A
Plan are accrued on a fiscal year basis and may not exceed, with respect to
Class A shares, the annual rate of .25% of a Fund's average annual net assets
attributable to Class A shares.
Class B Plan
The Class B Plan provides that a Fund shall pay PFD, as the Fund's
distributor for its Class B shares, a daily distribution fee equal on an annual
basis to 0.75% of the Fund's average daily net assets attributable to Class B
19
<PAGE>
shares and will pay PFD a service fee equal to 0.25% of the Fund's average daily
net assets attributable to Class B shares (which PFD will in turn pay to
securities dealers which enter into a sales agreement with PFD at a rate of up
to 0.25% of the Fund's average daily net assets attributable to Class B shares
owned by investors for whom that securities dealer is the holder or dealer of
record). This service fee is intended to be in consideration of personal
services and/or account maintenance services rendered by the dealer with respect
to Class B shares. PFD will advance to dealers the first-year service fee at a
rate equal to 0.25% of the amount invested. As compensation therefore, PFD may
retain the service fee paid by the Fund with respect to such shares for the
first year after purchase. Dealers will become eligible for additional service
fees with respect to such shares commencing in the thirteenth month following
purchase. Dealers may from time to time be required to meet certain other
criteria in order to receive service fees. PFD or its affiliates are entitled to
retain all service fees payable under the Class B Plan for which there is no
dealer of record or for which qualification standards have not been met as
partial consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.
The purpose of distribution payments to PFD under the Class B Plan is
to compensate PFD for its distribution services to the Funds. PFD pays
commissions to dealers as well as expenses of printing prospectuses and reports
used for sales purposes, expenses with respect to the preparation and printing
of sales literature and other distribution-related expenses, including, without
limitation, the cost necessary to provide distribution- related services, or
personnel, travel office expenses and equipment. The Class B Plan also provides
that PFD will receive all contingent deferred sales charges ("CDSC")
attributable to Class B shares. (See "Distribution Plans" in the Prospectus).
When a broker-dealer sells Class B shares and elects, with PFD's approval, to
waive its right to receive the commission normally paid at the time of the sale,
PFD may cause all or a portion of the distribution fees described above to be
paid to the broker-dealer.
Class C Plan
The Class C Plan provides that a Fund will pay PFD, as the Fund's
distributor for its Class C shares, a distribution fee accrued daily and paid
quarterly, equal on an annual basis to 0.75% of the Fund's average daily net
assets attributable to Class C shares and will pay PFD a service fee equal to
0.25% of the Fund's average daily net assets attributable to Class C shares. PFD
will in turn pay to securities dealers which enter into a sales agreement with
PFD a distribution fee and a service fee at rates of up to 0.75% and 0.25%,
respectively, of each Fund's average daily net assets attributable to Class C
shares owned by investors for whom that securities dealer is the holder or
dealer of record. The service fee is intended to be in consideration of personal
services and/or account maintenance services rendered by the dealer with respect
to Class C shares. PFD will advance to dealers the first-year service fee at a
20
<PAGE>
rate equal to 0.25% of the amount invested. As compensation therefor, PFD may
retain the service fee paid by the Fund with respect to such shares for the
first year after purchase. Commencing in the thirteenth month following a
purchase of Class C shares, dealers will become eligible for additional service
fees at a rate of up to 0.25% of the amount invested and additional compensation
at a rate of up to 0.75% of the amount invested with respect to such shares.
Dealers may from time to time be required to meet certain other criteria in
order to receive service fees. PFD or its affiliates are entitled to retain all
service fees payable under the Class C Plan for which there is no dealer of
record or for which qualification standards have not been met as partial
consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.
The purpose of distribution payments to PFD under the Class C Plan is
to compensate PFD for its distribution services with respect to the Class C
shares of the Funds. PFD pays commissions to dealers as well as expenses of
printing prospectuses and reports used for sales purposes, expenses with respect
to the preparation and printing of sales literature and other
distribution-related expenses, including, without limitation, the cost necessary
to provide distribution-related services, or personnel, travel office expenses
and equipment. The Class C Plan also provides that PFD will receive all CDSCs
attributable to Class C shares. (See "Distribution Plans" in the Prospectuses.)
When a broker-dealer sells Class C shares and elects, with PFD's approval, to
waive its right to receive the commission normally paid at the time of the sale,
PFD may cause all or a portion of the distribution fees described above to be
paid to the broker-dealer.
General
In accordance with the terms of the Plans, PFD provides to the Trust
for review by the Trustees a quarterly written report of the amounts expended
under the respective Plan and the purpose for which such expenditures were made.
In the Trustees' quarterly review of the Plans, they will consider the continued
appropriate ness and the level of reimbursement or compensation the Plans
provide.
No interested person of the Trust, nor any Trustee of the Trust who is
not an interested person of the Trust, has any direct or indirect financial
interest in the operation of the Plans except to the extent that PFD and certain
of its employees may be deemed to have such an interest as a result of receiving
a portion of the amounts expended under the Plans by each of the Funds and
except to the extent certain officers may have an interest in PFD's ultimate
parent, PGI.
The Plans were adopted by a majority vote of the Board of Trustees,
including all of the Trustees who are not, and were not at the time they voted,
interested persons of the Trust, as defined in the 1940 Act (none of whom had or
have any direct or indirect financial interest in the operation of the Plans),
cast in person at a meeting
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called for the purpose of voting on the Plans. In approving the Plans, the
Trustees identified and considered a number of potential benefits which
the Plans may provide. The Board of Trustees believes
that there is a reasonable likelihood that the Plans will benefit each Fund and
their current and future shareholders. Under their terms, the Plans remain in
effect from year to year provided such continuance is approved annually by vote
of the Trustees in the manner described above. The Plans may not be amended to
increase materially the annual percentage limitation of average net assets which
may be spent for the services described therein without approval of the
shareholders of the Fund affected thereby, and material amendments of the Plans
must also be approved by the Trustees in the manner described above. A Plan may
be terminated at any time, without payment of any penalty, by vote of the
majority of the Trustees who are not interested persons of the Trust and have no
direct or indirect financial interest in the operations of the Plan, or by a
vote of a majority of the outstanding voting securities of the respective Class
of a Fund (as defined in the 1940 Act). A Plan will automatically terminate in
the event of its assignment (as defined in the 1940 Act). During the fiscal year
ended October 31, 1996, each Fund incurred total distribution fees pursuant to
the Fund's Class A Plan, Class B Plan and Class C Plan, respectively, as
follows: Capital Growth Fund, $2,823,000, $4,725,000 and $94,000; Equity-Income
Fund, $752,607, $1,024,442 and $14,924 and Gold Shares, $80,407, $38,006 and
$3,437. The distribution fees were paid by each Fund to PFD in reimbursement of
expenses related to servicing of shareholder accounts and to compensating
dealers and sales personnel.
Upon redemption, Class A shares may be subject to a 1% CDSC, Class B shares are
subject to a CDSC at a rate declining from a maximum of 4% of the lower of the
cost or market value of the shares and Class C shares are subject to a 1% CDSC.
During the fiscal year ended October 31, 1996, CDSCs, in the amount of
approximately $15,013 for Gold Shares, $856,000 for Capital Growth Fund and
$167,707 for Equity-Income Fund were paid to PFD in reimbursement of expenses
related to servicing of shareholders' accounts and compensation paid to dealers
and sales personnel.
5. SHAREHOLDER SERVICING/TRANSFER AGENT
The Trust, on behalf of the Funds, has contracted with PSC, 60 State
Street, Boston, Massachusetts, to act as shareholder servicing and transfer
agent for the Trust. This contract terminates if assigned and may be terminated
without penalty by either party upon ninety days' written notice by vote of its
Board of Directors or Trustees or a majority of its outstanding voting
securities.
Under the terms of its contract with the Trust, PSC services
shareholder accounts, and its duties include: (i) processing sales, redemptions
and exchanges of shares of the Trust; (ii) distributing dividends and capital
gains associated with Trust portfolio accounts; and (iii) maintaining account
records and responding to shareholder inquiries.
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PSC receives an annual fee of $22.75 per each Class A, Class B and
Class C shareholder account from each Fund as compensation for the services
described above. PSC is also reimbursed by each Fund for its cash out-of-pocket
expenditures. The annual fee is set at an amount determined by vote of a
majority of the Trustees (including a majority of the Trustees who are not
parties to the contract with PSC or interested persons of any such parties) to
be comparable to fees for such services being paid by other investment
companies. The Fund may compensate entities which have contracted to be an agent
for specific transaction processing and services. Any such payments by the Fund
would be in lieu of the per account fee which would otherwise be paid by the
Fund to PSC.
The Trust may compensate entities which have agreed to provide certain
sub-accounting services, such as specific transaction processing and
recordkeeping services. Any such payments by the Trust would be in lieu of the
per account fee which would otherwise be paid by the Trust to PSC.
6. CUSTODIAN
Brown Brothers Harriman & Co. (the "Custodian") is the custodian of
each Fund's assets. The Custodian's responsibilities include safekeeping and
controlling each Fund's cash and securities, handling the receipt and delivery
of securities, and collecting interest and dividends on each Fund's investments.
The Custodian does not determine the investment policies of any of the Funds or
decide which securities a Fund will buy or sell. Each Fund may, however, invest
in securities, including repurchase agreements, issued by the Custodian and may
deal with the Custodian as a principal in securities transactions. Portfolio
securities may be deposited into the Federal Reserve-Treasury Department Book
Entry System or the Depository Trust Company.
7. PRINCIPAL UNDERWRITER
PFD serves as the principal underwriter for the Trust in connection
with the continuous offering of the Class A, Class B and Class C shares of each
Fund. During the fiscal years ended October 31, 1996, October 31, 1995 and
October 31, 1994, total underwriting commissions paid to PFD in connection with
the offering of Class A shares of the Trust were, respectively, approximately,
$14,820,000, $13,577,000 and $6,484,783 for Capital Growth Fund; $3,028,000,
$2,615,000 and $2,716,390 and for Equity-Income Fund; and $417,000, $232,000 and
$528,556 for Gold Shares. Commissions reallowed to dealers during the same
periods were approximately $12,880,000, $11,803,000 and $5,774,128 for Capital
Growth Fund; $2,630,000, $2,368,000 and $2,401,554 for Equity-Income Fund;
$361,000, $200,000 and $460,376 for Gold Shares.
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The Trust will not generally issue Trust shares for consideration other
than cash. At the Trust's sole discretion, however, it may issue Trust shares
for consideration other than cash in connection with a bona fide reorganization,
statutory merger, or other acquisition of portfolio securities (other than
municipal debt securities issued by state political subdivisions or their
agencies or instrumentalities) provided (i) the securities meet the investment
objectives and policies of the Trust; (ii) the securities are acquired by the
Trust for investment and not for resale; (iii) the securities are not restricted
as to transfer either by law or liquidity of market; and (iv) the securities
have a value which is readily ascertainable (and not established only by
evaluation procedures) as evidenced by a listing on the American Stock Exchange
or the New York Stock Exchange or the NASDAQ National Market.
8. INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP are the Trust's independent public accountants,
providing audit services, tax return review, and assistance and consultation
with respect to the preparation of filings with the Commission.
9. PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed
on behalf of each Fund by PMC pursuant to authority contained in the Fund's
management contract. In selecting brokers or dealers, PMC will consider various
relevant factors, including, but not limited to, the size and type of the
transaction; the nature and character of the markets for the security to be
purchased or sold; the execution efficiency, settlement capability, and
financial condition of the dealer; the dealer's execution services rendered on a
continuing basis; and the reasonableness of any dealer spreads.
PMC may select broker-dealers which provide brokerage and/or research
services to the Funds and/or other investment companies managed by PMC. In
addition, if PMC determines in good faith that the amount of commissions charged
by a broker-dealer is reasonable in relation to the value of the brokerage and
research services provided by such broker, a Fund may pay commissions to such
broker-dealer in an amount greater than the amount another firm may charge. Such
services may include advice concerning the value of securities; the advisability
of investing in, purchasing or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses and
reports concerning issuers, industries, securities, economic factors and trends,
portfolio strategy and performance of accounts; and effecting securities
transactions and performing functions incidental thereto (such as clearance and
settlement). PMC maintains a listing of broker-dealers who provide such services
on a regular basis. However, because it is anticipated that many transactions on
behalf of the Funds and other investment companies managed by PMC are placed
with broker-dealers (including broker-dealers on the listing) without regard to
the furnishing of such services, it is not possible to estimate the proportion
of such transactions directed to such dealers solely because such services were
provided.
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The research received from broker-dealers may be useful to PMC in
rendering investment management services to the Trust as well as other
investment companies managed by PMC, although not all such research may be
useful to the Fund. Conversely, such information provided by brokers or dealers
who have executed transaction orders on behalf of such other PMC clients may be
useful to PMC in carrying out its obligations to the Trust. The receipt of such
research has not reduced PMC's normal independent research activities; however,
it enables PMC to avoid the additional expenses which might otherwise be
incurred if it were to attempt to develop comparable information through its own
staff.
In circumstances where two or more broker-dealers offer comparable
prices and executions, preference may be given to a broker-dealer which has sold
shares of the Fund as well as shares of other investment companies or accounts
managed by PMC. This policy does not imply a commitment to execute all portfolio
transactions through all broker-dealers that sell shares of the Fund.
The Trustees periodically review PMC's performance of its
responsibilities in connection with the placement of portfolio transactions on
behalf of the Trust.
In addition to the Trust, PMC acts as investment adviser or subadviser
to other Pioneer mutual funds and certain private accounts with investment
objectives similar to those of the Funds. Securities frequently meet the
investment objectives of the Funds, such other funds and such private accounts.
In such cases, the decision to recommend a purchase to one fund or account
rather than another is based on a number of factors. The determining factors in
most cases are the amount of securities of the issuer then outstanding, the
value of those securities and the market for them. Other factors considered in
the investment recommendations include other investments which each fund or
account presently has in a particular industry and the availability of
investment funds in each fund or account.
It is possible that at times identical securities will be held by more
than one fund and/or account. However, positions in the same issue may vary and
the length of time that any fund or account may choose to hold its investment in
the same issue may likewise vary. To the extent that more than one of the Funds,
another Pioneer mutual fund or a private account managed by PMC may not be able
to acquire as large a position in such security as it desires, it may have to
pay a higher price for the security. Similarly, a Fund may not be able to obtain
as large an execution of an order to sell or as high a price for any particular
portfolio security if PMC decides to sell on behalf of another account the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one Fund or account, the
resulting participation in volume transactions could produce better executions
for the Fund or the account. In the event more than one account purchases or
sells the same security on a given date, the purchases and sales will normally
be made as nearly as practicable on a pro rata basis in proportion to the
amounts desired to be purchased or sold by each.
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During the fiscal years ended October 31, 1996, October 31, 1995 and
October 31, 1994 each Fund paid aggregate brokerage and underwriting
commissions, respectively, as follows: Capital Growth Fund,$3,019,251,
$2,490,466, $1,371,516; Equity-Income Fund, $600,706, $188,346, $208,839.20; and
Gold Shares, $56,065, $15,970 and $75,307.93
Each Fund is treated as a separate entity for federal income tax
purposes. It is each Fund's policy to meet the requirements of Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as
a regulated investment company. These requirements relate to the sources of a
Fund's income, the diversification of its assets and the distribution of its
income to shareholders. If a Fund meets all such requirements and distributes to
its shareholders, in accordance with the Code's timing requirements, all
investment company taxable income and net capital gain, if any, which it earns,
the Fund will be relieved of the necessity of paying federal income tax.
In order to qualify as a regulated investment company under Subchapter
M, a Fund must, among other things, derive at least 90% of its annual gross
income from dividends, interest, payments with respect to securities loans,
gains from the sale or other disposition of stock, securities or foreign
currencies, or other income (including gains from options, futures and forward
contracts) derived with respect to its business of investing in such stock,
securities or currencies (the "90% income test"), limit its gains from the sale
of stock, securities and certain other positions held for less than three months
to less than 30% of its annual gross income (the "30% test") and satisfy certain
annual distribution and quarterly diversification requirements. Gold Shares'
holdings of and transactions in bullion, coins, and other metals will have to be
limited in order to satisfy the 90% income test and the diversification
requirements.
Dividends from investment company taxable income, which includes net
investment income, net short-term capital gain in excess of net long-term
capital loss, and certain net foreign exchange gains, are taxable as ordinary
income, whether received in cash or reinvested in additional shares. Dividends
from net long-term capital gain in excess of net short-term capital loss, if
any, whether received in cash or reinvested in additional shares, are taxable to
a Fund's shareholders as long-term capital gains for federal income tax purposes
without regard to the length of time shares of the Fund have been held. The
federal income tax status of all distributions will be reported to shareholders
annually.
Any dividend declared by a Fund in October, November or December as of
a record date in such a month and paid during the following January will be
treated for federal income tax purposes as received by shareholders on December
31 of the calendar year in which it is declared.
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Foreign exchange gains and losses realized by a Fund in connection with
certain transactions involving foreign currency-denominated debt securities,
certain options and futures contracts relating to foreign currency, foreign
currency forward contracts, foreign currencies, or payables or receivables
denominated in a foreign currency are subject to Section 988 of the Code, which
generally causes such gains and losses to be treated as ordinary income and
losses and may affect the amount, timing and character of distributions to
shareholders. Any such transactions that are not directly related to a Fund's
investments in stock or securities (or its options or futures contracts with
respect to stock or securities) may need to be limited in order to enable the
Fund to satisfy the limitations described in the second paragraph above that are
applicable to the income or gains recognized by a regulated investment company.
If the net foreign exchange loss for a year were to exceed a Fund's investment
company taxable income (computed without regard to such loss), the resulting
ordinary loss for such year would not be deductible by the Fund or its
shareholders in future years.
If a Fund acquires any equity interest (under proposed regulations,
generally including not only stock but also an option to acquire stock) in
certain foreign corporations that receive at least 75% of their annual gross
income from passive sources (such as interest, dividends, rents, royalties or
capital gain) or hold at least 50% of their assets in investments producing such
passive income ("passive foreign investment companies"), the Fund could be
subject to federal income tax and additional interest charges on "excess
distributions" received from such companies or gain from the sale of stock in
such companies, even if all income or gain actually received by the Fund is
timely distributed to its shareholders. A Fund would not be able to pass through
to its shareholders any credit or deduction for such a tax. Certain elections
may, if available, ameliorate these adverse tax consequences, but any such
election would require the electing Fund to recognize taxable income or gain
without the concurrent receipt of cash. A Fund may limit and/or manage its
holdings in passive foreign investment companies to minimize its tax liability
or maximize its return from these investments.
If a Fund invests in certain pay-in-kind securities ("PIKs"), zero
coupon securities, deferred interest securities or, in general, any other
securities with original issue discount (or with market discount if the Fund
elects to include market discount in income currently), the Fund must accrue
income on such investments for each taxable year, which generally will be prior
to the receipt of the corresponding cash payments. However, each Fund must
distribute, at least annually, all or substantially all of its net income,
including such accrued income, to shareholders to qualify as a regulated
investment company under the Code and avoid Federal income and excise taxes.
Therefore, a Fund may have to dispose of its portfolio securities under
disadvantageous circumstances to generate cash, or may have to leverage itself
by borrowing the cash, to satisfy distribution requirements.
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For federal income tax purposes, each Fund is permitted to carry
forward a net capital loss for any year to offset its own capital gains, if any,
during the eight years following the year of the loss. To the extent subsequent
capital gains are offset by such losses, they would not result in federal income
tax liability to the Fund and therefore are not expected to be distributed as
such to shareholders. As of the end of its most recent taxable year, each Fund
had no capital loss carryforwards.
At the time of an investor's purchase of Fund shares, a portion of the
purchase price may be attributable to realized or unrealized appreciation in the
Fund's portfolio or undistributed taxable income of the Fund. Consequently,
subsequent distributions on these shares from such appreciation or income may be
taxable to such investor even if the net asset value of the investor's shares
is, as a result of the distributions, reduced below the investor's cost for such
shares and the distributions economically represent a return of a portion of the
investment.
Redemptions and exchanges are taxable events. Any loss realized by a
shareholder upon the redemption, exchange or other disposition of shares with a
tax holding period of six months or less will be treated as a long-term capital
loss to the extent of any amounts treated as distributions of long-term capital
gain with respect to such shares.
In addition, if Class A shares redeemed or exchanged have been held for
less than 91 days, (1) in the case of a reinvestment at net asset value pursuant
to the reinvestment privilege, the sales charge paid on such shares is not
included in their tax basis under the Code, and (2) in the case of an exchange,
all or a portion of the sales charge paid on such shares is not included in
their tax basis under the Code, to the extent a sales charge that would
otherwise apply to the shares received is reduced pursuant to the exchange
privilege. In either case, the portion of the sales charge not included in the
tax basis of the shares redeemed or surrendered in an exchange is included in
the tax basis of the shares acquired in the reinvestment or exchange. Losses on
redemptions or other dispositions of shares may be disallowed under "wash sale"
rules in the event of other investments in the same Fund (including those made
pursuant to reinvestment of dividends and/or capital gain distributions) within
a period of 61 days beginning 30 days before and ending 30 days after a
redemption or other disposition of shares. In such a case, the disallowed
portion of any loss would be included in the federal tax basis of the shares
acquired in the other investments.
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Options written or purchased and futures contracts entered into by a
Fund on certain securities, indices and foreign currencies, as well as certain
foreign currency forward contracts, may cause the Fund to recognize gains or
losses from marking-to-market at the end of its taxable year even though such
options may not have lapsed, been closed out, or exercised or such futures or
forward contracts may not have been performed or closed out. The tax rules
applicable to these contracts may affect the characterization as long-term or
short-term of some capital gains and losses realized by a Fund. Certain options,
futures and forward contracts relating to foreign currency may be subject to
Section 988, as described above, and may accordingly produce ordinary income or
loss. Losses on certain options, futures or forward contracts and/or offsetting
positions (portfolio securities or other positions with respect to which a
Fund's risk of loss is substantially diminished by one or more options, futures
or forward contracts) may also be deferred under the tax straddle rules of the
Code, which may also affect the characterization of capital gains or losses from
straddle positions and certain successor positions as long-term or short-term.
Certain tax elections may be available that would enable a Fund to ameliorate
some adverse effects of the tax rules described in this paragraph. The tax rules
applicable to options, futures or forward contracts and straddles may affect the
amount, timing and character of a Fund's income and losses and hence of its
distributions to shareholders.
For purposes of the 70% dividends-received deduction generally
available to corporations under the Code, dividends received by a Fund from U.S.
domestic corporations in respect of any share of stock with a tax holding period
of at least 46 days (91 days in the case of certain preferred stock) held in an
unleveraged position and distributed and designated by the Fund may be treated
as qualifying dividends. Any corporate shareholder should consult its tax
advisor regarding the possibility that its tax basis in its shares may be
reduced, for federal income tax purposes, by reason of "extraordinary dividends"
received with respect to the shares. In order to qualify for the deduction,
corporate shareholders must meet the minimum holding period requirement stated
above with respect to their Fund shares, taking into account any holding period
reductions from certain hedging or other transactions or positions that diminish
their risk of loss with respect to their Fund shares, and, if they borrow to
acquire Fund shares, they may be denied a portion of the dividends-received
deduction. The entire qualifying dividend, including the otherwise deductible
amount, will be included in determining the excess (if any) of a corporation's
adjusted current earnings over its alternative minimum taxable income, which may
increase a corporation's alternative minimum tax liability.
A Fund may be subject to withholding and other taxes imposed by foreign
countries, including taxes on interest, dividends and capital gains, with
respect to its investments, if any, in those countries. Tax conventions between
certain countries and the U.S. may reduce or eliminate such taxes in some cases.
Neither Capital Growth Fund nor Equity Income Fund expects to satisfy the
requirements for passing through to its shareholders their pro rata shares of
qualified foreign taxes paid by the applicable Fund, with the result that
shareholders of these Funds will not include such taxes in their gross incomes
and will not be entitled to a tax deduction or credit for such taxes on their
own tax returns. If more than 50% of total assets of Gold Shares at the close of
any taxable year consists of stock or securities of foreign corporations, that
Fund may elect to pass through to its shareholders their pro rata shares of
qualified foreign taxes paid by the Fund, with the result that shareholders
would be required to include such taxes in their gross incomes (in addition to
dividends and distributions they actually received), would treat such taxes as
foreign taxes paid by them, and may be entitled to a tax deduction or credit for
such taxes, subject to certain limitations under the Code.
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Qualified foreign taxes generally include taxes that would be treated
as income taxes under U.S. tax regulations but do not include most other taxes,
such as stamp taxes, securities transaction taxes, and similar taxes. If Gold
Shares makes the election described above, shareholders may deduct their pro
rata portion of qualified foreign taxes paid by that Fund in computing their
income subject to U.S. federal income taxation or, alternatively, use them as
foreign tax credits, subject to applicable limitations under the Code, against
their U.S. federal income taxes. Shareholders who do not itemize deductions for
federal income tax purposes will not, however, be able to deduct their pro rata
portion of qualified foreign taxes paid by the Fund, although such shareholders
will be required to include their shares of such taxes in gross income if the
Fund makes the election described above.
If Gold Shares makes this election and a shareholder chooses to take a
credit for the foreign taxes deemed paid by such shareholder, the amount of the
credit that may be claimed in any year may not exceed the same proportion of the
U.S. tax against which such credit is taken which the shareholder's taxable
income from foreign sources (but not in excess of the shareholder's entire
taxable income) bears to his entire taxable income. For this purpose, long-term
and short-term capital gains the Fund realizes and distributes to shareholders
will generally not be treated as income from foreign sources in their hands, nor
will distributions of certain foreign currency gains subject to Section 988 of
the Code and of any other income realized by the Fund that is deemed, under the
Code, to be U.S.-source income in the hands of the Fund. This foreign tax credit
limitation may also be applied separately to certain specific categories of
foreign-source income and the related foreign taxes. As a result of these rules,
which have different effects depending upon each shareholder's particular tax
situation, certain shareholders may not be able to claim a credit for the full
amount of their proportionate share of the foreign taxes paid by the Fund.
Shareholders who are not liable for U.S. federal income taxes, including
tax-exempt shareholders, will ordinarily not benefit from this election. If the
Fund does make the election, it will provide required tax information to
shareholders. If the Fund does not make the election, it may deduct such taxes
in computing its income available for distribution to shareholders to satisfy
applicable tax distribution requirements.
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Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions, and certain prohibited transactions, is accorded to accounts
maintained as qualified retirement plans. Shareholders should consult their tax
advisers for more information.
Federal law requires that each Fund withhold (as "backup withholding")
31% of reportable payments, including dividends, capital gain dividends and the
proceeds of redemptions (including exchanges) and repurchases to shareholders
who have not complied with Internal Revenue Service ("IRS") regulations. In
order to avoid this withholding requirement, shareholders must certify on their
Account Applications, or on separate IRS Forms W-9, that the Social Security
Number or other Taxpayer Identification Number they provide is their correct
number and that they are not currently subject to backup withholding, or that
they are exempt from backup withholding. A Fund may nevertheless be required to
withhold if it receives notice from the IRS or a broker that the number provided
is incorrect or backup withholding is applicable as a result of previous under
reporting of interest or dividend income.
If, as anticipated, each Fund qualifies as a regulated investment
company under the Code, it will not be required to pay any Massachusetts income,
corporate excise or franchise taxes.
The description of certain federal tax provisions above relates only to
U.S. federal income tax consequences for shareholders who are U.S. persons, i.e.
U.S. citizens or residents or U.S. corporations, partnerships, trusts or
estates, and who are subject to U.S. federal income tax. This description does
not address the special tax rules that may be applicable to particular types of
investors, such as financial institutions, insurance companies, securities
dealers, or tax-exempt or tax-deferred plans, accounts or entities. Investors
other than U.S. persons may be subject to different U.S. tax treatment,
including a possible 30% non-resident alien U.S. withholding tax (or
non-resident alien withholding tax at a lower treaty rate) on amounts treated as
ordinary dividends from a Fund and, unless an effective IRS Form W-8 or
authorized substitute for Form W-8 is on file, to 31% backup withholding on
certain other payments from such Fund. Shareholders should consult their own tax
advisers on these matters and on state, local and other applicable tax laws.
11. DESCRIPTION OF SHARES
The Trust's Declaration of Trust permits the Board of Trustees to
authorize the issuance of an unlimited number of full and fractional shares of
beneficial interest which may be divided into such separate series as the
Trustees may establish. In addition to the three Funds, the Trustees may
establish additional series of shares, and may divide or combine the shares into
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a greater or lesser number of shares without thereby changing the proportionate
beneficial interests in the Trust. The Declaration of Trust further authorizes
the Trustees to classify or reclassify any series of the shares into one or more
classes. Pursuant thereto, the Trustees have authorized the issuance of three
classes of shares of each of the Trust's three Funds, Class A, Class B and Class
C shares. Each share of a class of a Fund represents an equal proportionate
interest in the assets of that Fund allocable to that class. Upon liquidation of
the Trust, shareholders of each class of a Fund are entitled to share pro rata
in that Fund's net assets allocable to such class available for distribution to
shareholders. The Trust reserves the right to create and issue additional series
or classes of shares, in which case the shares of each class of a series would
participate equally in the earnings, dividends and assets allocable to that
class of the particular series.
The shares of each Fund are entitled to vote separately to approve
investment advisory agreements or changes in investment restrictions, but
shareholders of all series vote together in the election and selection of
Trustees and accountants. Shares of all Funds vote together as a class on
matters that affect all of the Funds in substantially the same manner. As to
matters affecting a single Fund or class, shares of such Fund or class will vote
separately.
Although Trustees are not elected annually by the shareholders,
shareholders have, under certain circumstances, the right to remove one or more
Trustees. The Trust's Declaration of Trust provides that the holders of
two-thirds of its outstanding shares may vote to remove a Trustee at any special
meeting of shareholders. Special meetings of the shareholders of the Trust shall
be called by the Trustees upon the written request of shareholders owning at
least one-tenth of the outstanding shares. Whenever ten or more shareholders,
meeting the qualifications set forth in Section 16(c) of the 1940 Act, seek the
opportunity of furnishing materials to the other shareholders with a view to
obtaining signatures on such a request for a meeting, the Trustees shall comply
with the provisions of Section 16(c) with respect to providing such shareholders
access to the list of the shareholders of record of the Trust or the mailing of
such materials to such shareholders of record. No amendment that adversely
affects the rights of shareholders may be made to the Trust's Declaration of
Trust without the affirmative vote of a majority of its shares. Shares have no
preemptive or conversion rights. Shares are fully paid and non-assessable by the
Trust, except as stated below. See "Certain Liabilities."
12. CERTAIN LIABILITIES
As a Massachusetts business trust, the Trust's operations are governed
by its Declaration of Trust dated December 7, 1993, a copy of which is on file
with the office of the Secretary of State of The Commonwealth of Massachusetts.
Theoretically, shareholders of a Massachusetts business trust may, under certain
circumstances, be held personally liable for the obligations of the trust.
However, the Declaration of Trust contains an express disclaimer of shareholder
liability for acts or obligations of the Trust or any series of the Trust and
provides that notice of such disclaimer may be given in each agreement,
obligation or instrument entered into or executed by the Trust or its Trustees.
Moreover, the Declaration of Trust provides for the indemnification out of Trust
property of any shareholders held personally liable for any obligations of the
Trust or any series of the Trust. The Declaration of Trust also provides that
the Trust shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the Trust and satisfy any judgment
thereon. Thus, the risk of a shareholder incurring financial loss beyond his or
her investment because of shareholder liability would be limited to
circumstances in which the Trust itself will be unable to meet its obligations.
In light of the nature of the Trust's business and the nature and amount of its
assets, the possibility of the Trust's liabilities exceeding its assets, and
therefore a shareholder's risk of personal liability, is remote.
32
<PAGE>
The Declaration of Trust further provides that the Trust shall
indemnify each of its Trustees and officers against liabilities and expenses
reasonably incurred by them, in connection with, or arising out of, any action,
suit or proceeding, threatened against or otherwise involving such Trustee or
officer, directly or indirectly, by reason of being or having been a Trustee or
officer of the Trust. The Declaration of Trust does not authorize the Trust to
indemnify any Trustee or officer against any liability to which he or she would
otherwise be subject by reason of or for willful misfeasance, bad faith, gross
negligence or reckless disregard of such person's duties.
13. LETTER OF INTENT (Class A only)
A Letter of Intent (a "Letter") may be established by completing the
Letter of Intent section of the Account Application. When you sign the Account
Application, you agree to irrevocably appoint PSC your attorney-in-fact to
surrender for redemption any or all shares held in escrow with full power of
substitution. A Letter of Intent is not a binding obligation upon the investor
to purchase, or the Fund to sell, the full amount indicated.
If the total purchases, less redemptions, exceed the amount specified
under the Letter of Intention and are in an amount which would qualify for a
further quantity discount, all transactions will be recomputed on the expiration
date of the Letter of Intention to effect the lower sales charge. Any difference
in the sales charge resulting from such recomputation will be either delivered
to you in cash or invested in additional shares at the lower sales charge. The
dealer, by signing the Account Application, agrees to return to PFD, as part of
such retroactive adjustment, the excess of the commission previously reallowed
or paid to the dealer over that which is applicable to the actual amount of the
total purchases under the Letter of Intention.
If the total purchases, less redemptions, are less than the amount
specified under the Letter of Intention, you must remit to PFD any difference
between the sales charge on the amount actually purchased and the amount
originally specified in the Letter of Intention section of the Account
Application. When the difference is paid, the shares held in escrow will be
deposited to your account. If you do not pay the difference in sales charge
within 20 days after written request from PFD or your dealer, PSC, after
receiving instructions from PFD, will redeem the appropriate number of shares
held in escrow to realize the difference and release any excess. See "How to
Purchase Fund Shares - Letter of Intent" in the Prospectus for more information.
33
<PAGE>
14. SYSTEMATIC WITHDRAWAL PLAN
The Systematic Withdrawal Plan ("SWP") is designed to provide a
convenient method of receiving fixed payments at regular intervals from shares
of any Fund deposited by the applicant under this SWP. The applicant must
deposit or purchase for deposit with PSC shares of a Fund having a total value
of not less than $10,000. Periodic checks of $50 or more will be deposited
monthly or quarterly directly into a bank account designated by the applicant or
will be sent by check to the applicant, or any person designated by him monthly
or quarterly. Withdrawals from Class B and Class C share accounts are limited to
10% of the value of the account at the time the SWP is implemented.
Any income dividends or capital gains distributions on shares under the
SWP will be credited to the SWP account on the payment date in full and
fractional shares at the net asset value per share in effect on the record date.
SWP payments are made from the proceeds of the redemption of shares
deposited under the SWP in a SWP account. To the extent that such redemptions
for periodic withdrawals exceed dividend income reinvested in the SWP account,
such redemptions will reduce and may ultimately exhaust the number of shares
deposited in the Plan account. Redemptions are taxable transactions to
shareholders. In addition, the amounts received by a shareholder cannot be
considered as yield or income on his or her investment because part of such
payments may be a return of his or her investment.
The SWP may be terminated at any time (1) by written notice to PSC or
from PSC to the shareholder; (2) upon receipt by PSC of appropriate evidence of
the shareholder's death; or (3) when all shares under the Plan have been
redeemed.
15. DETERMINATION OF NET ASSET VALUE
The net asset value per share of each class of each Fund is determined
as of the close of regular trading on the New York Stock Exchange (the
"Exchange") (currently 4:00 p.m., Eastern Time) on each day on which the
Exchange is open for
34
<PAGE>
trading. As of the date of this Statement of Additional
Information, the Exchange is open for trading every weekday except for the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset
value per share of each class of each Fund is also determined on any other day
in which the level of trading in its portfolio securities is sufficiently high
that the current net asset value per share might be materially affected by
changes in the value of its portfolio securities. A Fund is not required to
determine its net asset value per share on any day in which no purchase orders
for the shares of the Fund become effective and no shares are tendered for
redemption.
The net asset value per share of each class of each Fund is computed by
taking the value of all of the Fund's assets attributable to a class, less the
Fund's liabilities attributable to that class, and dividing it by the number of
outstanding shares of that class. For purposes of determining net asset value,
expenses of the classes of a Fund are accrued daily.
Securities that have not traded on the date of valuation or securities
for which sales prices are not generally reported are valued at the mean between
the last bid and asked prices. Securities for which no market quotations are
readily available (excluding those whose trading has been suspended) will be
valued at fair value as determined in good faith by the Board of Trustees,
although the actual computations may be made by persons acting pursuant to the
direction of the Board of Trustees.
Each Fund's maximum offering price per Class A share is determined by
adding the maximum sales charge to the net asset value per Class A share. Class
B and Class C shares are offered at net asset value without the imposition of an
initial sales charge.
35
<PAGE>
16. INVESTMENT RESULTS
Quotations, Comparisons, and General Information
From time to time, in advertisements, in sales literature, or in
reports to shareholders, the past performance of each Fund may be illustrated
and/or compared with that of other mutual funds with similar investment
objectives, and to stock or other relevant indices. For example, total return of
a Fund's classes may be compared to rankings prepared by Lipper Analytical
Services, Inc., a widely recognized independent service which monitors mutual
fund performance; the Standard & Poor's 500 Stock Index ("S&P 500"), an index of
unmanaged groups of common stock; the Dow Jones Industrial Average, a recognized
unmanaged index of common stocks of 30 industrial companies listed on the New
York Stock Exchange; or The Frank Russell Indexes ("Russell 1000," "2000,"
"2500," "3000,") or the Wilshire Total Market Value Index ("Wilshire 5000"), two
recognized unmanaged indexes of broad based common stocks.
In addition, the performance of the classes of a Fund may be compared
to alternative investment or savings vehicles and/or to indexes or indicators of
economic activity, e.g., inflation or interest rates. Performance rankings and
listings reported in newspapers or national business and financial publications,
such as Barron's, Business Week, Consumers Digest, Consumer Reports, Financial
World, Forbes, Fortune, Investors Business Daily, Kiplinger's Personal Finance
Magazine, Money Magazine, New York Times, Smart Money, USA Today, U.S. News and
World Report, The Wall Street Journal, and Worth may also be cited (if a Fund is
listed in any such publication) or used for comparison, as well as performance
listings and rankings from various other sources including Bloomberg Financial
Markets, CDA/Wiesenberger, Donoghue's Mutual Fund Almanac, Investment Company
Data, Inc., Johnson's Charts, Kanon Bloch Carre and Co., Lipper Analytical
Services, Inc., Micropal, Inc., Morningstar, Inc., Schabacker Investment
Management and Towers Data Systems, Inc.
In addition, from time to time quotations from articles from financial
publications such as those listed above may be used in advertisements in sales
literature, or in reports to shareholders of a Fund.
In addition to any of the foregoing performance listings and rankings,
performance of Gold Shares' classes may be measured against such indices as the
London Gold Prices, the Toronto Gold Index, the Australian Gold Index and the
Financial Times Gold Mining Shares Index. Gold Shares may also present
historical information on the production and usage of gold.
The Funds may also present, from time to time, historical information
depicting the value of a hypothetical account in one or more classes of a Fund
since such Fund's inception.
In presenting investment results, each Fund may also include references
to certain financial planning concepts, including (a) an investor's need to
evaluate his financial assets and obligations to determine how much to invest;
(b) his need to analyze the objectives of various investments to determine where
to invest; and (c) his need to analyze his time frame for future capital needs
to determine how long to invest. The investor controls these three factors, all
of which affect the use of investments in building assets.
One of the primary methods used to measure the performance of a class
of a Fund is "total return." "Total return" will normally represent the
percentage change in value of an account, or of a hypothetical investment in a
class of such Fund, over any period up to the lifetime of that class of such
Fund. Total return calculations will usually assume the reinvestment of all
dividends and capital gains distributions and will be expressed as a percentage
increase or decrease from an initial value, for the entire period or for one or
more specified periods within the entire period. Total return percentages for
periods of less than one year will usually be annualized; total return
percentages for periods longer than one year will usually be accompanied by
total return percentages for each year within the period and/or by the average
annual compounded total return for the period. The income and capital components
of a given return may be separated and portrayed in a variety of ways in order
to illustrate their relative significance. Performance may also be portrayed in
terms of cash or investment values, without percentages. Past performance cannot
guarantee any particular future result.
Each of the Funds' average annual total return quotations for each of
its classes as that information may appear in each Fund's Prospectus, this
Statement of Additional Information or in advertising are calculated by standard
methods prescribed by the Securities and Exchange Commission.
Standardized Average Annual Total Return Quotations
Average annual total return quotations for Class A, Class B, and Class
C shares are computed by finding the average annual compounded rates of return
that would cause a hypothetical investment in that class made on the first day
of a designated period (assuming all dividends and distributions are reinvested)
to equal the ending redeemable value of such hypothetical investment on the last
day of the designated period in accordance with the following formula:
P(1+T)n = ERV
Where: P = a hypothetical initial payment of $1,000, less the maximum sales load
of $57.50 for Class A shares or the deduction of any CDSC applicable to Class B
or Class C shares at the end of the period
T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1000 initial payment
made at the beginning of the designated period (or fractional portion
thereof)
For purposes of the above computation, it is assumed that all dividends
and distributions made by a Fund are reinvested at net asset value during the
designated period. The average annual total return quotation is determined to
the nearest 1/100 of 1%.
36
<PAGE>
In determining the average annual total return (calculated as provided
above), recurring fees, if any, that are charged to all shareholder accounts of
a particular class are taken into consideration. For any account fees that vary
with the size of the account, the account fee used for purposes of the above
computation is assumed to be the fee that would be charged to a class's mean
account size.
The total returns for Class A and Class B shares of the Funds as of October 31,
1996, are as follows:
One Five Life-of-
Class A Shares Year Years Fund
Capital Growth Fund 6.64% 18.05% 15.95%
Equity-Income Fund 8.89% 12.87% 12.93%
Gold Shares 8.32% 6.64% 1.81%
One Life-of-
Class B Shares Year Fund
Capital Growth Fund 8.27% 17.04%
Equity-Income Fund 10.70% 14.30%
Gold Shares 9.67% (2.06)%
One Life-of-
Class C Shares Year Fund
Capital Growth Fund N/A 3.50%
Equity-Income Fund N/A 4.34%
Gold Shares N/A (12.95)%
During the five year and life-of-Fund periods, PMC temporarily agreed
to limit the operating expenses of the Fund's Class A shares as described in
"Investment Adviser." During the one-year period, the same arrangement was in
effect for Gold Shares. Had PMC not made such an arrangement, the total returns
for the periods noted would have been lower.
Automated Information Line (FactFoneSM)
37
<PAGE>
FactFoneSM, Pioneer's 24-hour automated information line, allows
shareholders to dial toll-free 1-800-225-4321 and hear recorded fund
information, including:
o net asset value prices for all Pioneer mutual funds;
o annualized 30-day yields on Pioneer's fixed income funds;
o annualized 7-day yields and 7-day effective (compound) yields
for Pioneer's money market fund; and
o dividends and capital gains distributions on all Pioneer
mutual funds.
Yields are calculated in accordance with Securities and Exchange
Commission mandated standard formulas.
In addition, by using a personal identification number ("PIN"),
shareholders may enter purchases, exchanges and redemptions, access their
account balance and last three transactions and may order a duplicate statement.
See "FactFoneSM" in the Prospectus for more information.
All performance numbers communicated through FactFoneSM represent past
performance, and figures for all quoted bond funds include the maximum
applicable sales charge. A shareholder's actual yield and total return will vary
with changing market conditions. The value of Class A, Class B and Class C
shares (except for Pioneer money market fund, which seeks a stable $1.00 share
price) will also vary, and such shares may be worth more or less at redemption
than their original cost.
17. FINANCIAL STATEMENTS
The Trust's financial statements for the year ended October 31, 1996,
are included in each Fund's Annual Report to Shareholders, which report is
by reference into and attached to this Statement of Additional
Information. The Trust's Annual Report to Shareholders is so incorporated in
reliance upon the report of Arthur Andersen LLP, independent public accountants,
as experts in accounting and auditing.
38
<PAGE>
APPENDIX A
Description of Bond Ratings1
Moody's Investor's Service, Inc.2
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat bigger than in Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
- ---------------------------------------------
1 The ratings indicated herein are believed to be the most recent ratings
available at the date of this Prospectus for the securities listed. Ratings are
generally given to securities at the time of issuance. While the rating agencies
may from time to time revise such ratings, they undertake no obligation to do
so, and the ratings indicated do not necessarily represent ratings which will be
given to these securities on the date of the Fund's fiscal year-end.
2 Rates bonds of issuers which have $600,000 or more of debt, except bonds of
educational institutions, projects under construction, enterprises without
established earnings records and situations where current financial data is
unavailable.
<PAGE>
Standard & Poor's Ratings Group 3
AAA: Bonds rated AAA are highest grade obligations. This rating indicates an
extremely strong capacity to pay principal and interest.
AA: Bonds rated AA also qualify as high-quality obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.
A: Bonds rated A have a strong capacity to pay principal and interest, although
they are more susceptible to the adverse effects of changes in circumstances and
economic conditions.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
- -------------------------------------------------
3 Rates all governmental bodies having $1,000,000 or more of debt outstanding,
unless adequate information is not available.
<PAGE>
<TABLE>
<CAPTION>
Pioneer Capital Growth Fund
Class A
<S> <C> <C> <C> <C> <C> <C>
Date Initial Offering Sales Charge Shares Net Asset Initial
Investment Price Purchased Value Net Asset
Included Per Share Value
7/25/90 $10,000 $11.14 5.75% 897.666 $10.50 $9,425
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap. From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/90 $7,693 $0 $0 $7,693
12/31/91 $10,198 $306 $38 $10,542
12/31/92 $12,541 $1,013 $47 $13,601
12/31/93 $13,124 $2,699 $49 $15,872
12/31/94 $14,210 $3,963 $53 $18,226
12/31/95 $16,787 $6,874 $166 $23,827
12/31/96 $17,881 $8,464 $260 $26,605
<PAGE>
Pioneer Capital Growth Fund
Class B
<S> <C> <C> <C> <C> <C> <C>
Date Initial Offering Sales Charge Shares Net Asset Initial
Investment Price Purchased Value Net Asset
Included Per Share Value
4/4/94 $10,000 $14.94 4.00% 669.344 $14.94 $10,000
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap. From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/94 $10,542 $641 $0 $11,183
12/31/95 $12,396 $2,107 $11 $14,114
12/31/96 $13,132 $2,934 $12 $15,778
<PAGE>
Pioneer Capital Growth Fund
Class C
<S> <C> <C> <C> <C> <C> <C>
Date Initial Offering Sales Charge Shares Net Asset Initial
Investment Price Purchased Value Net Asset
Included Per Share Value
1/31/96 $10,000 $18.69 1.00% 535.045 $18.69 $10,000
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap. From Dividends Total Value CDSC %
Investment Gains
Reinvested Reinvested
12/31/96 $10,482 $479 $22 $10,883 1.00%
<PAGE>
Pioneer Equity-Income Fund
Class A
<S> <C> <C> <C> <C> <C> <C>
Date Initial Offering Price Sales Charge Shares Net Asset Initial Net
Investment Purchased Value Asset
Included Per Share Value
7/25/90 $10,000 $12.83 5.75% 779.423 $12.09 $9,425
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap. From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/90 $8,612 $0 $242 $8,854
12/31/91 $10,187 $191 $818 $11,196
12/31/92 $11,777 $311 $1,443 $13,531
12/31/93 $12,713 $547 $2,022 $15,282
12/31/94 $11,816 $896 $2,373 $15,085
12/31/95 $15,035 $1,287 $3,597 $19,919
12/31/96 $15,776 $2,376 $4,315 $22,467
<PAGE>
Pioneer Equity-Income Fund
Class B
<S> <C> <C> <C> <C> <C> <C>
Date Initial Offering Sales Charge Shares Net Asset Initial Net
Investment Price Purchased Value Asset
Included Per Share Value
4/4/94 $10,000 $15.46 4.00% 646.831 $15.46 $10,000
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap. From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/94 $9,793 $264 $230 $9,895
12/31/95 $12,426 $435 $621 $13,082
12/31/96 $13,034 $1,150 $913 $14,797
<PAGE>
Pioneer Equity-Income Fund
Class C
<S> <C> <C> <C> <C> <C> <C>
Date Initial Offering Sales Charge Shares Net Asset Initial Net
Investment Price Purchased Value Asset
Included Per Share Value
1/31/96 $10,000 $19.49 1.00% 513.084 $19.49 $10,000
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap. From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/96 $10,328 $507 $192 $10,927
<PAGE>
Pioneer Gold Shares
Class A
<S> <C> <C> <C> <C> <C> <C>
Date Initial Offering Sales Charge Shares Net Asset Initial Net
Investment Price Purchased Value Asset
Included Per Share Value
7/25/90 $10,000 $7.00 5.75% 1428.571 $6.60 $9,425
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/90 $7,900 $0 $0 $7,900
12/31/91 $7,443 $0 $22 $7,465
12/31/92 $6,843 $0 $20 $6,863
12/31/93 $11,686 $0 $34 $11,720
12/31/94 $10,315 $0 $30 $10,345
12/31/95 $10,572 $0 $31 $10,603
12/31/96 $10,701 $128 $31 $10,860
<PAGE>
Pioneer Gold Shares
Class B
<S> <C> <C> <C> <C> <C> <C>
Date Initial Offering Sales Charge Shares Net Asset Initial Net
Investment Price Purchased Value Asset
Included Per Share Value
4/4/94 $10,000 $7.83 4.00% 1277.139 $7.83 $10,000
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/94 $9,157 $0 $0 $8,791
12/31/95 $9,336 $0 $0 $8,963
12/31/96 $9,349 $114 $0 $9,182
<PAGE>
Pioneer Gold Shares
Class C
<S> <C> <C> <C> <C> <C> <C>
Date Initial Offering Sales Charge Shares Net Asset Initial Net
Investment Price Purchased Value Asset
Included Per Share Value
1/31/96 $10,000 $8.70 1.00% 1,149.425 $8.70 $10,000
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap From Dividends Total Value CDSC %
Investment Gains
Reinvested Reinvested
12/31/96 $8,413 $103 $0 $8,432 1.00%
</TABLE>
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
The following securities indices are well-known, unmanaged measures of market
performance. Advertisements and sales literature for the Fund may refer to these
indices or may present comparisons between the performance of the Fund and one
or more of the indices. Other indices may be used, if appropriate. The indices
are not available for direct investment. The data presented is not meant to be
indicative of the performance of the Fund, reflects past performance and does
not guarantee future results.
S&P 500
This index is a readily available, carefully constructed, market value weighted
benchmark of common stock performance. Currently, the S&P Composite Index
includes 500 of the largest stocks (in terms of stock market value) in the
United States; prior to March 1957 it consisted of 90 of the largest stocks.
DOW JONES INDUSTRIAL AVERAGE
This is a total return index based on the performance of 30 blue chip stocks.
U.S. SMALL STOCK INDEX
This index is a market value weighted index of the ninth and tenth deciles of
the New York Stock Exchange (NYSE), plus stocks listed on the American Stock
Exchange (AMEX) and over-the-counter (OTC) with the same or less capitalization
as the upper bound of the NYSE ninth decile.
U.S. INFLATION
The Consumer Price Index for All Urban Consumers (CPI-U), not seasonally
adjusted, is used to measure inflation, which is the rate of change of consumer
goods prices. Unfortunately, the inflation rate as derived by the CPI is not
measured over the same period as the other asset returns. All of the security
returns are measured from one month-end to the next month-end. CPI commodity
prices are collected during the month. Thus, measured inflation rates lag the
other series by about one-half month. Prior to January 1978, the CPI (as
compared with CPI-U) was used. Both inflation measures are constructed by the
U.S. Department of Labor, Bureau of Labor Statistics, Washington, DC.
S&P/BARRA INDEXES
The S&P/BARRA Growth and Value Indexes are constructed by dividing the stocks in
the S&P 500 Index according to price-to-book ratios. The Growth Index contains
stocks with higher price-to-book ratios, and the Value Index contains stocks
with lower price-to-book ratios. Both indexes are market capitalization
weighted.
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
LONG-TERM U.S. GOVERNMENT BONDS
The total returns on long-term government bonds from 1977 to 1991 are
constructed with data from The Wall Street Journal. Over 1926-1976, data are
obtained from the Government bond file at the Center for Research in Security
Prices (CRSP), Graduate School of Business, University of Chicago. Each year, a
one-bond portfolio with a term of approximately 20 years and a reasonably
current coupon was used, and whose returns did not reflect potential tax
benefits, impaired negotiability, or special redemption or call privileges.
Where callable bonds had to be used, the term of the bond was assumed to be a
simple average of the maturity and first call dates minus the current date. The
bond was "held" for the calendar year and returns were computed. Total returns
for 1977-1991 are calculated as the change in the flat price or and-interest
price.
INTERMEDIATE-TERM U.S. GOVERNMENT BONDS
Total returns of the intermediate-term government bonds for 1977-1991 are
calculated from The Wall Street Journal prices, using the change in flat price.
Returns from 1934-1986 are obtained from the CRSP Government Bond File.
Each year, one-bond portfolios are formed, the bond chosen is the shortest
noncallable bond with a maturity not less than 5 years, and this bond is "held"
for the calendar year. Monthly returns are computed. (Bonds with impaired
negotiability or special redemption privileges are omitted, as are partially or
fully tax-exempt bonds starting with 1943.) From 1934-1942, almost all bonds
with maturities near 5 years were partially or full tax-exempt and were selected
using the rules described above. Personal tax rates were generally low in that
period, so that yields on tax-exempt bonds were similar to yields on taxable
bonds. From 1926-1933, there are few bonds suitable for construction of a series
with a 5-year maturity. For this period, five year bond yield estimates are
used.
MSCI
Morgan Stanley Capital International Indices, developed by the Capital
International S.A., are based on share prices of some 1470 companies listed on
the stock exchanges around the world.
Countries in the MSCI EAFE Portfolio are:
Australia; Austria; Belgium; Denmark; Finland; France; Germany; Hong Kong;
Italy; Japan; Netherlands; N. Zealand; Norway; Singapore/Malaysia; Spain;
Sweden; Switzerland; United Kingdom.
Countries in the MSCI EMERGING MARKET FREE INDEX are: Argentina, Brazil, Chile,
China, Czech Republic, Colombia, Greece, Hungary, India, Indonesia, Israel,
Jordan, Korea Free (at 50%), Malaysia, Mexico Free, Pakistan, Peru, Philippines
Free, Poland, Portugal, South Africa, Sri Lanka, Taiwan, Thailand, Turkey,
Venezuela Free
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
6 MONTH CDs
Data sources include the Federal Reserve Bulletin and The Wall Street Journal.
LONG-TERM U.S. CORPORATE BONDS
For 1969-1991, corporate bond total returns are represented by the Salomon
Brothers Long-Term High-Grade Corporate Bond Index. Since most large corporate
bond transactions take place over the counter, a major dealer is the natural
source of these data. The index includes nearly all Aaa- and Aa-rated bonds. If
a bond is downgraded during a particular month, its return for the month is
included in the index before removing the bond from future portfolios.
Over 1926-1968 the total returns were calculated by summing the capital
appreciation returns and the income returns. For the period 1946-1968, Ibbotson
and Sinquefield backdated the Salomon Brothers' index, using Salomon Brothers'
monthly yield data with a methodology similar to that used by Salomon for
1969-1991. Capital appreciation returns were calculated from yields assuming (at
the beginning of each monthly holding period) a 20-year maturity, a bond price
equal to par, and a coupon equal to the beginning-of-period yield. For the
period 1926-1945, the Standard and Poor's monthly High-Grade Corporate Composite
yield data were used, assuming a 4 percent coupon and a 20-year maturity. The
conventional present-value formula for bond price for the beginning and
end-of-month prices was used. (This formula is presented in Ross, Stephen A.,
and Randolph W. Westerfield, Corporate Finance, Times Mirror/Mosby, St. Louis,
1990, p. 97 ["Level-Coupon Bonds"].) The monthly income return was assumed to be
one-twelfth the coupon.
U.S. (30 DAY) TREASURY BILLS
For the U.S. Treasury bill index, data from The Wall Street Journal are used for
1977-1991; the CRSP U.S. Government Bond File is the source until 1976. Each
month a one-bill portfolio containing the shortest-term bill having not less
than one month to maturity is constructed. (The bill's original term to maturity
is not relevant.) To measure holding period returns for the one-bill portfolio,
the bill is priced as of the last trading day of the previous month-end and as
of the last trading day of the current month.
NAREIT-EQUITY INDEX
All of the data is based upon the last closing price of the month for all
tax-qualified REITs listed on the NYSE, AMSE and the NASDAQ. The data is
market-value-weighted. Prior to 1987 REITs were added to the index the January
following their listing. Since 1987 Newly formed or listed REITs are added to
the total shares outstanding figure in the month that the shares are issued.
Only common shares issued by the REIT are included in the index. The total
return calculation is based upon the weighing at the beginning of the period.
Only those REITs listed for the entire period are
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
used in the total return calculation. Dividends are included in the month based
upon their payment date. There is no smoothing of income. Liquidating dividends,
whether full or partial, are treated as income.
RUSSELL 2000 SMALL STOCK INDEX
Index of the 2,000 smallest stocks in the Russell 3000 Index (TM); the smallest
company has a market capitalization of approximately $13 million. The Russell
3000 is comprised of the 3,000 largest US companies as determined by market
capitalization representing approximately 98% of the US equity market. The
largest company in the index has a market capitalization of $67 billion. The
Russell Indexes (TM) are reconstituted annually as of June 1st, based on May 31
market capitalization rankings.
WILSHIRE REAL ESTATE SECURITIES INDEX
The Wilshire Real Estate Securities Index is a market capitalization-weighted
index which measures the performance of more than 85 securities.
The index contains performance data on five major categories of property;
office, retail, industrial, apartment and miscellaneous. Additionally, the Index
has real estate portfolio encumbered by 16% third party mortgages. The companies
in the WRESEC are 79% equity and hybrid REIT's and 21% real estate operating
companies. The capitalization is 47% NYSE, 33% AMEX and 20% OTC."
STANDARD & POOR'S MIDCAP 400 INDEX
The Standard and Poor's MidCap 400 Index is a market-value-weighted index. The
performance data for the MidCap 400 Index were calculated by taking the stocks
presently in the MidCap 400 Index and tracking them backwards in time as long as
there were prices reported. No attempt was made to determine what stocks "might
have been" in the MidCap 400 Index five or ten years ago had it existed.
Dividends are reinvested on a monthly basis prior to June 30, 1991, and are
reinvested daily thereafter.
The S&P MidCap 400 Index and the S&P 500 together represent approximately 85% of
the total market capitalization of stocks traded in the United States.
LIPPER BALANCED FUNDS INDEX
Equally-weighted performance indices, adjusted for capital gains distributions
and income dividends of approximately 30 of the largest funds with a primary
objective of conserving principal by maintaining at all times a balanced
portfolio of stocks and bonds. Typically, the stock/bond ratio ranges around
60%/40%.
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
BANK SAVINGS ACCOUNT
Data sources include the U.S. League of Savings Institutions Sourcebook; average
annual yield on savings deposits in FSLIC [FDIC] insured savings institutions
for the years 1963-1987 and The Wall Street Journal for the years 1988-1994.
Source: Ibbotson Associates
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
Dow S&P/ S&P/
S&P Jones U.S. Small BARRA BARRA
500 Industrial Stock U.S. 500 500
Index Average Index Inflation Growth Value
----- ------- ----- --------- ------ -----
Dec 1928 43.61 55.38 39.69 -0.97 N/A N/A
Dec 1929 -8.42 -13.64 -51.36 0.20 N/A N/A
Dec 1930 -24.90 -30.22 -38.15 -6.03 N/A N/A
Dec 1931 -43.34 -49.03 -49.75 -9.52 N/A N/A
Dec 1932 -8.19 -16.88 -5.39 -10.30 N/A N/A
Dec 1933 53.99 73.71 142.87 0.51 N/A N/A
Dec 1934 -1.44 8.07 24.22 2.03 N/A N/A
Dec 1935 47.67 43.77 40.19 2.99 N/A N/A
Dec 1936 33.92 30.23 64.80 1.21 N/A N/A
Dec 1937 -35.03 -28.88 -58.01 3.10 N/A N/A
Dec 1938 31.12 33.16 32.80 -2.78 N/A N/A
Dec 1939 -0.41 1.31 0.35 -0.48 N/A N/A
Dec 1940 -9.78 -7.96 -5.16 0.96 N/A N/A
Dec 1941 -11.59 -9.88 -9.00 9.72 N/A N/A
Dec 1942 20.34 14.12 44.51 9.29 N/A N/A
Dec 1943 25.90 19.06 88.37 3.16 N/A N/A
Dec 1944 19.75 17.19 53.72 2.11 N/A N/A
Dec 1945 36.44 31.60 73.61 2.25 N/A N/A
Dec 1946 -8.07 -4.40 -11.63 18.16 N/A N/A
Dec 1947 5.71 7.61 0.92 9.01 N/A N/A
Dec 1948 5.50 4.27 -2.11 2.71 N/A N/A
Dec 1949 18.79 20.92 19.75 -1.80 N/A N/A
Dec 1950 31.71 26.40 38.75 5.79 N/A N/A
Dec 1951 24.02 21.77 7.80 5.87 N/A N/A
Dec 1952 18.37 14.58 3.03 0.88 N/A N/A
Dec 1953 -0.99 2.02 -6.49 0.62 N/A N/A
Dec 1954 52.62 51.25 60.58 -0.50 N/A N/A
Dec 1955 31.56 26.58 20.44 0.37 N/A N/A
Dec 1956 6.56 7.10 4.28 2.86 N/A N/A
Dec 1957 -10.78 -8.63 -14.57 3.02 N/A N/A
Dec 1958 43.36 39.31 64.89 1.76 N/A N/A
Dec 1959 11.96 20.21 16.40 1.50 N/A N/A
Dec 1960 0.47 -6.14 -3.29 1.48 N/A N/A
Dec 1961 26.89 22.60 32.09 0.67 N/A N/A
Dec 1962 -8.73 -7.43 -11.90 1.22 N/A N/A
Dec 1963 22.80 20.83 23.57 1.65 N/A N/A
Dec 1964 16.48 18.85 23.52 1.19 N/A N/A
Dec 1965 12.45 14.39 41.75 1.92 N/A N/A
Dec 1966 -10.06 -15.78 -7.01 3.35 N/A N/A
Dec 1967 23.98 19.16 83.57 3.04 N/A N/A
Dec 1968 11.06 7.93 35.97 4.72 N/A N/A
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
Dow S&P/ S&P/
S&P Jones U.S. Small BARRA BARRA
500 Industrial Stock U.S. 500 500
Index Average Index Inflation Growth Value
----- ------- ----- --------- ------ -----
Dec 1969 -8.50 -11.78 -25.05 6.11 N/A N/A
Dec 1970 4.01 9.21 -17.43 5.49 N/A N/A
Dec 1971 14.31 9.83 16.50 3.36 N/A N/A
Dec 1972 18.98 18.48 4.43 3.41 N/A N/A
Dec 1973 -14.66 -13.28 -30.90 8.80 N/A N/A
Dec 1974 -26.47 -23.58 -19.95 12.20 N/A N/A
Dec 1975 37.20 44.75 52.82 7.01 31.72 43.38
Dec 1976 23.84 22.82 57.38 4.81 13.84 34.93
Dec 1977 -7.18 -12.84 25.38 6.77 -11.82 -2.57
Dec 1978 6.56 2.79 23.46 9.03 6.78 6.16
Dec 1979 18.44 10.55 43.46 13.31 15.72 21.16
Dec 1980 32.42 22.17 39.88 12.40 39.40 23.59
Dec 1981 -4.91 -3.57 13.88 8.94 -9.81 0.02
Dec 1982 21.41 27.11 28.01 3.87 22.03 21.04
Dec 1983 22.51 25.97 39.67 3.80 16.24 28.89
Dec 1984 6.27 1.31 -6.67 3.95 2.33 10.52
Dec 1985 32.16 33.55 24.66 3.77 33.31 29.68
Dec 1986 18.47 27.10 6.85 1.13 14.50 21.67
Dec 1987 5.23 5.48 -9.30 4.41 6.50 3.68
Dec 1988 16.81 16.14 22.87 4.42 11.95 21.67
Dec 1989 31.49 32.19 10.18 4.65 36.40 26.13
Dec 1990 -3.17 -0.56 -21.56 6.11 0.20 -6.85
Dec 1991 30.55 24.19 44.63 3.06 38.37 22.56
Dec 1992 7.67 7.41 23.35 2.90 5.07 10.53
Dec 1993 9.99 16.94 20.98 2.75 1.68 18.60
Dec 1994 1.31 5.06 3.11 2.78 3.13 -0.64
Dec 1995 37.43 36.84 34.46 2.74 38.13 36.99
Dec 1996 23.07 28.84 17.62 3.58 23.96 21.99
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
Intermediate MSCI Long-
Long-Term -Term U.S. EAFE 6 Term U.S. U.S.
U.S. Gov't Government - Net of MONTH Corporate (30 Day)
Bonds Bonds Taxes CDs Bonds T- Bill
----- ----- ----- --- ----- -------
Dec 1925 N/A N/A N/A N/A N/A N/A
Dec 1926 7.77 5.38 N/A N/A 7.37 3.27
Dec 1927 8.93 4.52 N/A N/A 7.44 3.12
Dec 1928 0.1 0.92 N/A N/A 2.84 3.56
Dec 1929 3.42 6.01 N/A N/A 3.27 4.75
Dec 1930 4.66 6.72 N/A N/A 7.98 2.41
Dec 1931 -5.31 -2.32 N/A N/A -1.85 1.07
Dec 1932 16.84 8.81 N/A N/A 10.82 0.96
Dec 1933 -0.07 1.83 N/A N/A 10.38 0.30
Dec 1934 10.03 9.00 N/A N/A 13.84 0.16
Dec 1935 4.98 7.01 N/A N/A 9.61 0.17
Dec 1936 7.52 3.06 N/A N/A 6.74 0.18
Dec 1937 0.23 1.56 N/A N/A 2.75 0.31
Dec 1938 5.53 6.23 N/A N/A 6.13 -0.02
Dec 1939 5.94 4.52 N/A N/A 3.97 0.02
Dec 1940 6.09 2.96 N/A N/A 3.39 0.00
Dec 1941 0.93 0.50 N/A N/A 2.73 0.06
Dec 1942 3.22 1.94 N/A N/A 2.60 0.27
Dec 1943 2.08 2.81 N/A N/A 2.83 0.35
Dec 1944 2.81 1.80 N/A N/A 4.73 0.33
Dec 1945 10.73 2.22 N/A N/A 4.08 0.33
Dec 1946 -0.10 1.00 N/A N/A 1.72 0.35
Dec 1947 -2.62 0.91 N/A N/A -2.34 0.50
Dec 1948 3.40 1.85 N/A N/A 4.14 0.81
Dec 1949 6.45 2.32 N/A N/A 3.31 1.10
Dec 1950 0.06 0.70 N/A N/A 2.12 1.20
Dec 1951 -3.93 0.36 N/A N/A -2.69 1.49
Dec 1952 1.16 1.63 N/A N/A 3.52 1.66
Dec 1953 3.64 3.23 N/A N/A 3.41 1.82
Dec 1954 7.19 2.68 N/A N/A 5.39 0.86
Dec 1955 -1.29 -0.65 N/A N/A 0.48 1.57
Dec 1956 -5.59 -0.42 N/A N/A -6.81 2.46
Dec 1957 7.46 7.84 N/A N/A 8.71 3.14
Dec 1958 -6.09 -1.29 N/A N/A -2.22 1.54
Dec 1959 -2.26 -0.39 N/A N/A -0.97 2.95
Dec 1960 13.78 11.76 N/A N/A 9.07 2.66
Dec 1961 0.97 1.85 N/A N/A 4.82 2.13
Dec 1962 6.89 5.56 N/A N/A 7.95 2.73
Dec 1963 1.21 1.64 N/A N/A 2.19 3.12
Dec 1964 3.51 4.04 N/A 4.18 4.77 3.54
Dec 1965 0.71 1.02 N/A 4.68 -0.46 3.93
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
Intermediate MSCI Long-
Long-Term -Term U.S. EAFE 6 Term U.S. U.S.
U.S. Gov't Government - Net of MONTH Corporate (30 Day)
Bonds Bonds Taxes CDs Bonds T- Bill
----- ----- ----- --- ----- -------
Dec 1966 3.65 4.69 N/A 5.75 0.20 4.76
Dec 1967 -9.18 1.01 N/A 5.48 -4.95 4.21
Dec 1968 -0.26 4.54 N/A 6.44 2.57 5.21
Dec 1969 -5.07 -0.74 N/A 8.71 -8.09 6.58
Dec 1970 12.11 16.86 -11.66 7.06 18.37 6.52
Dec 1971 13.23 8.72 29.59 5.36 11.01 4.39
Dec 1972 5.69 5.16 36.35 5.38 7.26 3.84
Dec 1973 -1.11 4.61 -14.92 8.60 1.14 6.93
Dec 1974 4.35 5.69 -23.16 10.20 -3.06 8.00
Dec 1975 9.20 7.83 35.39 6.51 14.64 5.80
Dec 1976 16.75 12.87 2.54 5.22 18.65 5.08
Dec 1977 -0.69 1.41 18.06 6.12 1.71 5.12
Dec 1978 -1.18 3.49 32.62 10.21 -0.07 7.18
Dec 1979 -1.23 4.09 4.75 11.90 -4.18 10.38
Dec 1980 -3.95 3.91 22.58 12.33 -2.76 11.24
Dec 1981 1.86 9.45 -2.28 15.50 -1.24 14.71
Dec 1982 40.36 29.1 -1.86 12.18 42.56 10.54
Dec 1983 0.65 7.41 23.69 9.65 6.26 8.80
Dec 1984 15.48 14.02 7.38 10.65 16.86 9.85
Dec 1985 30.97 20.33 56.16 7.82 30.09 7.72
Dec 1986 24.53 15.14 69.44 6.30 19.85 6.16
Dec 1987 -2.71 2.90 24.63 6.58 -0.27 5.47
Dec 1988 9.67 6.10 28.27 8.15 10.70 6.35
Dec 1989 18.11 13.29 10.54 8.27 16.23 8.37
Dec 1990 6.18 9.73 -23.45 7.85 6.78 7.81
Dec 1991 19.3 15.46 12.13 4.95 19.89 5.60
Dec 1992 8.05 7.19 -12.17 3.27 9.39 3.51
Dec 1993 18.24 11.24 32.56 2.88 13.19 2.90
Dec 1994 -7.77 -5.14 7.78 5.40 -5.76 3.90
Dec 1995 31.67 16.8 11.21 5.21 26.39 5.60
Dec 1996 -0.93 2.10 6.05 5.21 1.40 5.21
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
<TABLE>
<CAPTION>
LIPPER MSCI EMERGING
RUSSELL 2000 WILSHIRE REAL S&P MIDCAP BALANCED MARKETS FREE BANK
NAREIT-EQUITY INDEX ESTATE 400 FUND INDEX SAVINGS ACCOUNT
SECURITIES INDEX INDEX
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dec 1925 N/A N/A N/A N/A N/A N/A N/A
Dec 1926 N/A N/A N/A N/A N/A N/A N/A
Dec 1927 N/A N/A N/A N/A N/A N/A N/A
Dec 1928 N/A N/A N/A N/A N/A N/A N/A
Dec 1929 N/A N/A N/A N/A N/A N/A N/A
Dec 1930 N/A N/A N/A N/A N/A N/A 5.30
Dec 1931 N/A N/A N/A N/A N/A N/A 5.10
Dec 1932 N/A N/A N/A N/A N/A N/A 4.10
Dec 1933 N/A N/A N/A N/A N/A N/A 3.40
Dec 1934 N/A N/A N/A N/A N/A N/A 3.50
Dec 1935 N/A N/A N/A N/A N/A N/A 3.10
Dec 1936 N/A N/A N/A N/A N/A N/A 3.20
Dec 1937 N/A N/A N/A N/A N/A N/A 3.50
Dec 1938 N/A N/A N/A N/A N/A N/A 3.50
Dec 1939 N/A N/A N/A N/A N/A N/A 3.40
Dec 1940 N/A N/A N/A N/A N/A N/A 3.30
Dec 1941 N/A N/A N/A N/A N/A N/A 3.10
Dec 1942 N/A N/A N/A N/A N/A N/A 3.00
Dec 1943 N/A N/A N/A N/A N/A N/A 2.90
Dec 1944 N/A N/A N/A N/A N/A N/A 2.80
Dec 1945 N/A N/A N/A N/A N/A N/A 2.50
Dec 1946 N/A N/A N/A N/A N/A N/A 2.20
Dec 1947 N/A N/A N/A N/A N/A N/A 2.30
Dec 1948 N/A N/A N/A N/A N/A N/A 2.30
Dec 1949 N/A N/A N/A N/A N/A N/A 2.40
Dec 1950 N/A N/A N/A N/A N/A N/A 2.50
Dec 1951 N/A N/A N/A N/A N/A N/A 2.60
Dec 1952 N/A N/A N/A N/A N/A N/A 2.70
Dec 1953 N/A N/A N/A N/A N/A N/A 2.80
Dec 1954 N/A N/A N/A N/A N/A N/A 2.90
Dec 1955 N/A N/A N/A N/A N/A N/A 2.90
Dec 1956 N/A N/A N/A N/A N/A N/A 3.00
Dec 1957 N/A N/A N/A N/A N/A N/A 3.30
Dec 1958 N/A N/A N/A N/A N/A N/A 3.38
Dec 1959 N/A N/A N/A N/A N/A N/A 3.53
Dec 1960 N/A N/A N/A N/A 5.77 N/A 3.86
Dec 1961 N/A N/A N/A N/A 20.59 N/A 3.90
Dec 1962 N/A N/A N/A N/A -6.80 N/A 4.08
Dec 1963 N/A N/A N/A N/A 13.10 N/A 4.17
Dec 1964 N/A N/A N/A N/A 12.36 N/A 4.19
Dec 1965 N/A N/A N/A N/A 9.80 N/A 4.23
Dec 1966 N/A N/A N/A N/A -5.86 N/A 4.45
Dec 1967 N/A N/A N/A N/A 15.09 N/A 4.67
Dec 1968 N/A N/A N/A N/A 13.97 N/A 4.68
Dec 1969 N/A N/A N/A N/A -9.01 N/A 4.80
Dec 1970 N/A N/A N/A N/A 5.62 N/A 5.14
Dec 1971 N/A N/A N/A N/A 13.90 N/A 5.30
</TABLE>
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
<TABLE>
<CAPTION>
LIPPER MSCI EMERGING
RUSSELL 2000 WILSHIRE REAL S&P MIDCAP BALANCED MARKETS FREE BANK
NAREIT-EQUITY INDEX ESTATE 400 FUND INDEX SAVINGS ACCOUNT
SECURITIES INDEX INDEX
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dec 1972 8.01 N/A N/A N/A 11.13 N/A 5.37
Dec 1973 -15.52 N/A N/A N/A -12.24 N/A 5.51
Dec 1974 -21.40 N/A N/A N/A -18.71 N/A 5.96
Dec 1975 19.30 N/A N/A N/A 27.10 N/A 6.21
Dec 1976 47.59 N/A N/A N/A 26.03 N/A 6.23
Dec 1977 22.42 N/A N/A N/A -0.72 N/A 6.39
Dec 1978 10.34 N/A 13.04 N/A 4.80 N/A 6.56
Dec 1979 35.86 43.09 70.81 N/A 14.67 N/A 7.29
Dec 1980 24.37 38.58 22.08 N/A 19.70 N/A 8.78
Dec 1981 6.00 2.03 7.18 N/A 1.86 N/A 10.71
Dec 1982 21.60 24.95 24.47 22.68 30.63 N/A 11.19
Dec 1983 30.64 29.13 27.61 26.10 17.44 N/A 9.71
Dec 1984 20.93 -7.30 20.64 1.18 7.46 N/A 9.92
Dec 1985 19.10 31.05 22.20 35.58 29.83 N/A 9.02
Dec 1986 19.16 5.68 20.30 16.21 18.43 N/A 7.84
Dec 1987 -3.64 -8.77 -7.86 -2.03 4.13 N/A 6.92
Dec 1988 13.49 24.89 24.18 20.87 11.18 40.43 7.20
Dec 1989 8.84 16.24 2.37 35.54 19.70 64.96 7.91
Dec 1990 -15.35 -19.51 -33.46 -5.12 0.66 10.55 7.80
Dec 1991 35.70 46.05 20.03 50.10 25.83 59.91 4.61
Dec 1992 14.59 18.41 7.36 11.91 7.46 11.40 2.89
Dec 1993 19.65 18.91 15.24 13.96 11.95 74.83 2.73
Dec 1994 3.17 -1.82 1.64 -3.57 -2.05 7.32 4.96
Dec 1995 15.27 28.44 13.65 30.94 24.89 5.21 5.24
Dec 1996 35.26 16.53 36.87 19.20 13.01 6.03 4.95
Source: Lipper
</TABLE>
<PAGE>
APPENDIX B
OTHER PIONEER INFORMATION
The Pioneer group of mutual funds was established in 1928 with the creation of
Pioneer Fund. Pioneer is one of the oldest and most experienced money managers
in the United States.
As of December 31, 1996, PMC employed a professional investment staff of 53,
with a combined average of 12 years' experience in the financial services
industry.
Total assets of all Pioneer mutual funds at December 31, 1996, were
approximately $15.8 billion representing 1,086,554 shareholder accounts, 722,661
non-retirement accounts and 363,893 retirement accounts.
<PAGE>
File Nos. 33-34801
811-6106
FORM N-1A
PIONEER GROWTH TRUST
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
The financial highlights of the Registrant for the
fiscal year ended October 31, 1996 are included in
Part A of the Registration Statement and the
financial statements of the Registrant are
incorporated by reference into Part B of the
Registration Statement from the 1996 Annual Report to
Shareholders for the year ended October 31, 1996
(filed electronically on December 30, 1996 file no.
33-34801; accession number 0000863334-96-000022
).
(b) Exhibits:
1. Amended and Restated Declaration of Trust*****
1.1 Establishment and Designation of Classes*****
1.2 Establishment and Designation of Classes*****
2 Amended and Restated By-Laws*****
3. None
4. Specimen Stock Certificate**
5.1 Management Contract between Pioneering Management Corporation ("PMC")
and Registrant on behalf of Pioneer Capital Growth Fund, effective
1/1/94*****
5.2 Management Contract between PMC and Registrant on behalf of
Pioneer Equity-Income Fund, effective 1/1/94*****
5.3 Management Contract between PMC and Registrant on behalf of
Pioneer Gold Shares, effective 1/1/94*****
6. Underwriting Agreement**
6.1 Form of Dealer Sale Agreement*****
7. None
8.1 Custodian Agreement with Brown
Brothers Harriman & Co., dated January
14, 1992, on behalf of Pioneer Capital
Growth Fund*****
8.2 Custodian Agreement with Brown
Brothers Harriman & Co., dated January
14, 1992, on behalf of Pioneer Equity
Income Fund*****
<PAGE>
8.3 Custodian Agreement with Brown
Brothers Harriman & Co., dated January 14, 1992, on behalf of Pioneer
Gold Shares*****
9. Investment Company Service Agreement*****
10. None
11. Consent of Arthur Andersen LLP+
12. None
13. Form of Stock Purchase Agreement+
14. Rule 24f-2 Opinion******
15.1 Form of Distribution Plan+
15.2 Class B Rule 12b-1 Distribution
Plans for Pioneer Capital Growth Fund,
Pioneer Equity-Income Fund and Pioneer Gold
Shares*****
15.3 Class C Rule 12b-1 Distribution Plans for Pioneer Capital Growth Fund,
Pioneer Equity-Income Fund and Pioneer Gold Shares*****
16. Description of Average Annual Total Return*
17. Financial Data Schedule*****
18.1 Multiple Class Plan Pursuant to Rule 18f-3, dated October 4, 1995, for
Pioneer Capital Growth Fund, Pioneer Equity-Income Fund and Pioneer
Gold Shares*****
18.2 Multiple Class Plan Pursuant to Rule 18f-3, dated
January 31, 1996, for Pioneer Capital Growth Fund, Pioneer
Equity-Income Fund and Pioneer Gold Shares*****
19.1 Powers of Attorney**/***
19.2 Power of Attorney****
19.3 Power of Attorney*****
- -----------------------
+ Filed electronically herewith.
* Incorporated by reference from the Registrant's Registration
Statement on Form N-1A (File No. 33-34801) ("Registration Statement") as filed
with the Securities and Exchange Commission ("SEC") on May 9, 1990.
** Incorporated by reference from the Registrant's Pre-Effective Amendment
No. 1 to the Registration Statement as filed with the SEC on June 29, 1990.
*** Incorporated by reference from the Registrant's
Post-Effective Amendment No. 3 to the Registration Statement as filed with the
SEC on February 26, 1993.
**** Incorporated by reference from Registrant's
Post-Effective Amendment No. 4 to the Registration Statement as filed with the
SEC on December 27, 1993.
***** Incorporated by reference from Registrant's
Post-Effective Amendment No. 6 to the Registration Statement as filed with the
SEC on February 25, 1996.
****** Incorporated by reference from Registrant's Rule 24f-2 Notice filing
(Accession No. 0000863334-96-000018) as filed with the SEC on December 27, 1996.
Item 25. Persons Controlled By or Under
Common Control With Registrant
Percent State/Country
of of
Company Owned By Shares Incorporation
Pioneering Management Corp. (PMC) PGI 100% DE
Pioneering Services Corp. (PSC) PGI 100% MA
Pioneer Capital Corp. (PCC) PGI 100% MA
Pioneer Fonds Marketing GmbH (GmbH) PGI 100% MA
Pioneer SBIC Corp. (SBIC) PGI 100% MA
Pioneer Associates, Inc. (PAI) PGI 100% MA
Pioneer International Corp. (PInt) PGI 100% MA
Pioneer Plans Corp. (PPC) PGI 100% MA
Pioneer Goldfields Ltd (PGL) PGI 100% MA
Pioneer Investments Corp. (PIC) PGI 100% MA
Pioneer Metals and Technology,
Inc. (PMT) PGI 100% DE
Pioneer First Polish Trust Fund
Joint Stock Co. (First Polish) PGI 100% Poland
Teberebie Goldfields Ltd. (TGL) PGI 90% Ghana
Pioneer Funds Distributor, Inc.
(PFD) PMC 100% MA
SBIC's outstanding capital stock PCC 100% MA
THE FUNDS: All are parties to management contracts with PMC.
BUSINESS
FUND TRUST
Pioneer International Growth Fund MA
Pioneer World Equity Fund DE
Pioneer Europe Fund MA
Pioneer Emerging Markets Fund DE
Pioneer India Fund DE
Pioneer Growth Trust MA
Pioneer Mid-Cap Fund DE
Pioneer Growth Shares DE
Pioneer Small Company Fund DE
Pioneer Fund MA
Pioneer II MA
Pioneer Real Estate Shares DE
Pioneer Short-Term Income Fund MA
Pioneer America Income Trust MA
Pioneer Bond Fund MA
Pioneer Balanced Fund DE
Pioneer Intermediate Tax-Free Fund MA
Pioneer Tax-Free Income Fund DE
Pioneer Money Market Trust DE
Pioneer Variable Contracts Trust DE
Pioneer Interest Shares, Inc. DE
OTHER:
. SBIC is the sole general partner of Pioneer Ventures Limited Partnership, a
Massachusetts limited partnership.
. ITI Pioneer AMC Ltd. (ITI Pioneer) (Indian Corp.), is a joint venture
between PMC and Investment Trust of India Ltd. (ITI) (Indian Corp.)
. ITI and PMC own approximately 46% and 49%, respectively, of the total
equity capital of ITI Pioneer.
<PAGE>
JOHN F. COGAN, JR.
Owns approximately 14% of the outstanding shares of PGI.
TRUSTEE/
ENTITY CHAIRMAN PRESIDENT DIRECTOR OTHER
Pioneer Family of
Mutual Funds X X X
PGL X X X
PGI X X X
PPC X X
PIC X X
Pintl X X
PMT X X
PCC X
PSC X
PMC X X
PFD X X
TGL X X
First Polish X Member of
Supervisory Board
Hale and Dorr LLP Partner
GmbH Chairman of
Supervisory Board
Item 26. Number of Holders of Securities
The following table sets forth the approximate number of
record holders of each class of securities of the Registrant as of January 31,
1997:
Number of
Record Holders
Fund Class A Class B Class C
Capital Growth 100,863 48,844 1,721
Equity-Income 23,028 10,092 452
Gold Shares 3,206 527 34
<PAGE>
Item 27. Indemnification
Except for the Amended and Restated Declaration of Trust (the
"Declaration of Trust") dated December 7, 1993, establishing the Registrant as a
Trust under Massachusetts law, there is no contract, arrangement or statute
under which any director, officer, underwriter or affiliated person of the
Registrant is insured or indemnified. The Declaration of Trust provides that no
Trustee or officer will be indemnified against any liability to which the
Registrant would otherwise be subject by reason of or for willful misfeasance,
bad faith, gross negligence or reckless disregard of such person's duties.
Item 28. Business and Other Connections of Investment Adviser
All of the information required by this item is set forth in
the Form ADV, as amended, of Pioneering Management Corporation. The following
sections of such Form ADV are incorporated herein by reference:
(a) Items 1 and 2 of Part 2;
(b) Section IV, Business Background, of each Schedule D.
Item 29. Principal Underwriter
(a) See Item 25 above.
(b) Directors and Officers of PFD:
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
John F. Cogan, Jr. Director and Chairman Chairman of the Board,
President and Trustee
Robert L. Butler Director and President None
David D. Tripple Director Executive Vice President and
Trustee
Steven M. Graziano Senior None
Vice President
Stephen W. Long Senior None
Vice President
John W. Drachman Vice President None
Barry G. Knight Vice President None
William A. Misata Vice President None
Anne W. Patenaude Vice President None
Elizabeth B. Rice Vice President None
Gail A. Smyth Vice President None
Constance D. Spiros Vice President None
Marcy L. Supovitz Vice President None
Mary Kleeman Vice President None
Steven R. Berke Assistant None
Vice President
Mary Sue Hoban Assistant None
Vice President
William H. Keough Treasurer Treasurer
Roy P. Rossi Assistant Treasurer None
Joseph P. Barri Clerk Secretary
Robert P. Nault Assistant Clerk Assistant Secretary
(c) Not applicable.
Item 30. Location of Accounts and Records
The accounts and records are maintained at the Registrant's
office at 60 State Street, Boston, Massachusetts; contact the Treasurer.
Item 31. Management Services
The Registrant is a party to only one contract, described in
each Fund's Prospectus and the Statement of Additional Information, under which
it receives services from Pioneering Management Corporation.
Item 32. Undertakings
The Registrant undertakes to deliver, or cause to be delivered with the
Prospectus, to each person to whom the Prospectus is sent or given a copy of the
Registrant's report to shareholders furnished pursuant to and meeting the
requirements of Rule 30d-1 under the Investment Company Act of 1940 from which
the specified information is incorporated by reference, unless such person
currently holds securities of the Registrant and otherwise has received a copy
of such report, in which case the Registrant shall state in the Prospectus that
it will furnish, without charge, a copy of such report on request, and the name,
address and telephone number of the person to whom such a request should be
directed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this post-effective amendment no. 7 (the
"Amendment") to the Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts, on the 25th day of February, 1997.
PIONEER GROWTH TRUST
By:/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
President
Pursuant to the requirements of the Securities Act of 1933,
this Amendment has been signed below by the following persons in the
capacities and on the dates indicated:
Title and Signature Date
Principal Executive Officer: )
)
)
/s/John F. Cogan, Jr. )
John F. Cogan, Jr., President )
)
Principal Financial and )
Accounting Officer: )
)
)
William H. Keough* )
William H. Keough, Treasurer )
A MAJORITY OF THE BOARD OF TRUSTEES:
/s/John F. Cogan, Jr. )
John F. Cogan, Jr., Trustee )
)
Richard H. Egdahl, M.D.* )
Richard H. Egdahl, Trustee )
)
Margaret B.W. Graham* )
Margaret B.W. Graham, Trustee )
)
John W. Kendrick* )
John W. Kendrick, Trustee )
)
Marguerite A. Piret* )
Marguerite A. Piret, Trustee )
)
David D. Tripple* )
David D. Tripple, Trustee )
)
Stephen K. West* )
Stephen K. West, Trustee )
)
John Winthrop* )
John Winthrop, Trustee )
*By /s/ John F. Cogan, Jr. February 25, 1997
------------------------
Joseph P. Barri
Attorney-in-fact
<PAGE>
Exhibit Index
Sequential
Exhibit Page
Number Document Title Number
11. Consent of Arthur Andersen LLP
15.1 Form of Rule 12b-1 Distribution
Plan for Pioneer Capital Growth Fund,
Pioneer Equity-Income Fund and
Pioneer Gold Shares
17. Financial Data Schedule
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated December 4, 1996 included in the Pioneer Capital Growth Fund, Pioneer
Equity-Income Fund and Pioneer Gold Shares 1996 Annual Reports (collectively the
Pioneer Growth Trust) (and to all references to our firm) included in or made a
part of Post-Effective Amendment No. 7 and Amendment No. 8 to Registration
Statement File Nos. 33-34802 and 811-6106, respectively.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 24, 1997
FORM OF DISTRIBUTION PLAN
PIONEER GROWTH TRUST
DISTRIBUTION PLAN, dated as of , 1993, of PIONEER GROWTH TRUST, a
Massachusetts business trust (the "Trust"), with respect to each of its three
series,Pioneer Gold Shares, Pioneer Equity-Income Fund and Pioneer Capital
Growth Fund (each a "Fund").
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end, diversified,
management investment company and is registered under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act");
WHEREAS, the Trust intends to distribute shares of beneficial interest
(the "Shares") of each Fund in accordance with Rule 12b-1 promulgated by the
Securities and Exchange Commission under the 1940 Act ("Rule 12b-1"), and
desires to adopt this distribution plan (the "Plan") as a plan of distribution
pursuant to such Rule;
WHEREAS, the Trust desires that Pioneer Funds Distributor, Inc., a
Massachusetts corporation ("PFD"), provide certain distribution services for the
Trust's Shares in connection with the Plan;
WHEREAS, the Trust has entered into an underwriting agreement (in a
form approved by the Trust's Board of Trustees in a manner specified in such
Rule 12b-1) with PFD, whereby PFD provides facilities and personnel and renders
services to the Trust in connection with the offering and distribution of Shares
(the "Underwriting Agreement");
WHEREAS, the Trust also recognizes and agrees that (a) PFD may retain
the services of firms or individuals to act as dealers or wholesalers
(collectively, the "Dealers") of the Shares in connection with the offering of
Shares, (b) PFD may compensate any Dealer that sells Shares in the manner and at
the rate or rates to be set forth in an agreement between PFD and such Dealer
and (c) PFD may make such payments to the Dealers for distribution services out
of the fee paid to PFD hereunder, any deferred sales charges imposed by PFD in
connection with the repurchase of Shares, its profits or any other source
available to it;
WHEREAS, the Trust recognizes and agrees that PFD may impose certain
deferred sales charges in connection with the repurchase of Shares by the Trust,
and PFD may retain (or receive from the Trust, as the case may be) all such
deferred sales charges; and
<PAGE>
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of the Trust for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit the Trust and its
shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Plan for the Trust as a plan of distribution of Shares in accordance with Rule
12b-1, on the following terms and conditions:
1. The Trust may expend pursuant to this Plan amounts not to exceed
0.25% of the average daily net assets attributable to Shares of each Fund per
annum.
2. Subject to the limit in paragraph 1, the Trust shall reimburse PFD
for amounts expended by PFD to finance any activity which is primarily intended
to result in the sale of Shares of the Trust or the provision of services to
shareholders of the Trust, including but not limited to commissions or other
payments to Dealers and salaries and other expenses of PFD relating to selling
or servicing efforts, provided, that the Board of Trustees of the Trust shall
approve categories of expenses for which reimbursement shall be made pursuant to
this paragraph 2 and, without limiting the generality of the foregoing, the
initial categories of such expenses shall be (i) a service fee to be paid to
qualified broker-dealers in an amount not to exceed 0.25% per annum of each
Fund's daily net assets attributable to Shares; (ii) reimbursement to PFD for
its expenditures for broker-dealer commissions and employee compensation on
certain sales of the Trust's Shares with no initial sales charge; and (iii)
reimbursement to PFD for expenses incurred in providing services to shareholders
and supporting broker-dealers and other organizations, such as banks and trust
companies, in their efforts to provide such services (any addition of such
categories shall be subject to the approval of the Qualified Trustees, as
defined below, of the Trust). Such reimbursement shall be paid ten (10) days
after the end of the month or quarter, as the case may be, in which such
expenses are incurred. The Trust acknowledges that PFD will charge an initial
sales load or a contingent sales load in connection with certain sales of Shares
of the Trust and that PFD will reallow to Dealers all or a portion of such sales
loads, as described in the Trust's Prospectus from time to time. Nothing
contained herein is intended to have any effect whatsoever on PFD's ability to
charge any such sales loads or to reallow all or any portion thereof to Dealers.
<PAGE>
3. The Trust understands that agreements between PFD and Dealers may
provide for payment of fees to Dealers in connection with the sale of Shares and
the provision of services to shareholders of the Trust. Nothing in this Plan
shall be construed as requiring the Trust to make any payment to any Dealer or
to have any obligations to any Dealer in connection with services as a dealer of
the Shares. PFD shall agree and undertake that any agreement entered into
between PFD and any Dealer shall provide that such Dealer shall look solely to
PFD for compensation for its services thereunder and that in no event shall such
Dealer seek any payment from the Trust.
4. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to its Declaration of Trust or By-Laws or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Trust's Board of Trustees of the
responsibility for and control of the conduct of the affairs of the Trust.
5. This Plan shall become effective upon approval by (i) a "majority of
the outstanding voting securities" of Shares of the Trust, (ii) a vote of the
Board of Trustees, and (iii) a vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreement related to the Plan
(the "Qualified Trustees"), such votes with respect to (ii) and (iii) above to
be cast in person at a meeting called for the purpose of voting on this Plan.
6. This Plan will remain in effect indefinitely, provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Plan shall expire on , 1994. This
Plan shall automatically terminate upon assignment. In the event of termination
or non-continuance of this Plan, each Fund has twelve months to reimburse any
expense which it incurs prior to such termination or non-continuance, provided
that payments by such Fund during such twelve-month period shall not exceed
0.25% of each Fund's average daily net assets attributable to Shares during such
period.
7. This Plan may be amended at any time by the Board of Trustees,
provided that this Plan may not be amended to increase materially the limitation
on the annual percentage of average net assets which may be expended hereunder
without the approval of holders of a "majority of the outstanding voting
securities" of the Trust covered by the Plan and may not be materially amended
in any case without a vote of a majority of both the Trustees and the Qualified
Trustees. Any amendment of this Plan to increase or modify the expense
categories initially designated by the Trustees in paragraph 2 above shall only
require approval of a majority of the Trustees and the Qualified Trustees if
such amendment does not include an increase in the expense limitation set forth
in paragraph 1 above. This Plan may be terminated at any time by a vote of a
majority of the Qualified Trustees or by a vote of the holders of a "majority of
the outstanding voting securities" of the Trust.
<PAGE>
8. In the event of termination or expiration of this Plan, the Trust
may nevertheless, within twelve months of such termination or expiration
reimburse any expense which it incurs prior to such termination or expiration,
provided that payments by the Trust during such twelve-month period shall not
exceed 0.25% of the Trust's average daily net assets attributable to Shares
during such period and provided further that such payments are specifically
approved by the Board of Trustees, including a majority of the Qualified
Trustees.
9. The Trust and PFD shall provide to the Trust's Board of Trustees,
and the Board of Trustees shall review, at least quarterly, a written report of
the amounts expended under this Plan and the purposes for which such
expenditures were made.
10. While this Plan is in effect, the selection and nomination of Qualified
Trustees shall be committed to the discretion of the Trustees who are not
"interested persons" of the Trust.
11. For the purposes of this Plan, the terms "assignment," "interested
persons," "majority of the outstanding voting securities" and "specifically
approved at least annually" are used as defined in the 1940 Act.
12. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 9 hereof (collectively,
the "Records"), for a period of not less than six (6) years from the end of the
fiscal year in which such Records were made and, for a period of two (2) years,
each of such Records shall be kept in an easily accessible place.
13. This Plan shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts and the applicable provisions of
the 1940 Act.
14. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
[ARTICLE] 6
[CIK] 0000863334
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 011
[NAME] PIONEER CAPITAL GROWTH CLASS A
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1996
[PERIOD-END] OCT-31-1996
[INVESTMENTS-AT-COST] 1799337
[INVESTMENTS-AT-VALUE] 1914754
[RECEIVABLES] 9148
[ASSETS-OTHER] 20
[OTHER-ITEMS-ASSETS] 194
[TOTAL-ASSETS] 1924116
[PAYABLE-FOR-SECURITIES] 1441
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 6674
[TOTAL-LIABILITIES] 8115
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 1712794
[SHARES-COMMON-STOCK] 65471
[SHARES-COMMON-PRIOR] 43541
[ACCUMULATED-NII-CURRENT] 2424
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 85366
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 115417
[NET-ASSETS] 1916001
[DIVIDEND-INCOME] 7853
[INTEREST-INCOME] 15537
[OTHER-INCOME] 0
[EXPENSES-NET] (19931)
[NET-INVESTMENT-INCOME] 3459
[REALIZED-GAINS-CURRENT] 86162
[APPREC-INCREASE-CURRENT] 62314
[NET-CHANGE-FROM-OPS] 151935
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (4039)
[DISTRIBUTIONS-OF-GAINS] (85512)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 38302
[NUMBER-OF-SHARES-REDEEMED] 20836
[SHARES-REINVESTED] 4464
[NET-CHANGE-IN-ASSETS] 758914
[ACCUMULATED-NII-PRIOR] 3285
[ACCUMULATED-GAINS-PRIOR] 117700
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 8408
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 20223
[AVERAGE-NET-ASSETS] 1132350
[PER-SHARE-NAV-BEGIN] 19.42
[PER-SHARE-NII] 0.08
[PER-SHARE-GAIN-APPREC] 2.31
[PER-SHARE-DIVIDEND] (0.09)
[PER-SHARE-DISTRIBUTIONS] (1.87)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 19.85
[EXPENSE-RATIO] 1.02
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000863334
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 012
[NAME] PIONEER CAPITAL GROWTH CLASS B
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1996
[PERIOD-END] OCT-31-1996
[INVESTMENTS-AT-COST] 1799337
[INVESTMENTS-AT-VALUE] 1914754
[RECEIVABLES] 9148
[ASSETS-OTHER] 20
[OTHER-ITEMS-ASSETS] 194
[TOTAL-ASSETS] 1924116
[PAYABLE-FOR-SECURITIES] 1441
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 6674
[TOTAL-LIABILITIES] 8115
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 1712794
[SHARES-COMMON-STOCK] 30171
[SHARES-COMMON-PRIOR] 16233
[ACCUMULATED-NII-CURRENT] 2424
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 85366
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 115417
[NET-ASSETS] 1916001
[DIVIDEND-INCOME] 7853
[INTEREST-INCOME] 15537
[OTHER-INCOME] 0
[EXPENSES-NET] (19931)
[NET-INVESTMENT-INCOME] 3459
[REALIZED-GAINS-CURRENT] 86162
[APPREC-INCREASE-CURRENT] 62314
[NET-CHANGE-FROM-OPS] 151935
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (281)
[DISTRIBUTIONS-OF-GAINS] (32984)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 16097
[NUMBER-OF-SHARES-REDEEMED] 3623
[SHARES-REINVESTED] 1466
[NET-CHANGE-IN-ASSETS] 758914
[ACCUMULATED-NII-PRIOR] 3285
[ACCUMULATED-GAINS-PRIOR] 117700
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 8408
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 20223
[AVERAGE-NET-ASSETS] 473222
[PER-SHARE-NAV-BEGIN] 19.20
[PER-SHARE-NII] (0.04)
[PER-SHARE-GAIN-APPREC] 2.26
[PER-SHARE-DIVIDEND] (0.02)
[PER-SHARE-DISTRIBUTIONS] (1.87)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 19.53
[EXPENSE-RATIO] 1.79
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000863334
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 013
[NAME] PIONEER CAPITAL GROWTH CLASS C
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] OTHER
[FISCAL-YEAR-END] OCT-31-1996
[PERIOD-END] OCT-31-1996
[INVESTMENTS-AT-COST] 1799337
[INVESTMENTS-AT-VALUE] 1914754
[RECEIVABLES] 9148
[ASSETS-OTHER] 20
[OTHER-ITEMS-ASSETS] 194
[TOTAL-ASSETS] 1924116
[PAYABLE-FOR-SECURITIES] 1441
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 6674
[TOTAL-LIABILITIES] 8115
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 1712794
[SHARES-COMMON-STOCK] 1393
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 2424
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 85366
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 115417
[NET-ASSETS] 1916001
[DIVIDEND-INCOME] 7853
[INTEREST-INCOME] 15537
[OTHER-INCOME] 0
[EXPENSES-NET] (19931)
[NET-INVESTMENT-INCOME] 3459
[REALIZED-GAINS-CURRENT] 86162
[APPREC-INCREASE-CURRENT] 62314
[NET-CHANGE-FROM-OPS] 151935
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1435
[NUMBER-OF-SHARES-REDEEMED] 42
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 758914
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 8408
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 20223
[AVERAGE-NET-ASSETS] 12364
[PER-SHARE-NAV-BEGIN] 18.69
[PER-SHARE-NII] (0.02)
[PER-SHARE-GAIN-APPREC] 0.86
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 19.53
[EXPENSE-RATIO] 1.79
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000863334
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 031
[NAME] PIONEER GOLD SHARES CLASS A
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1996
[PERIOD-END] OCT-31-1996
[INVESTMENTS-AT-COST] 41138697
[INVESTMENTS-AT-VALUE] 42351817
[RECEIVABLES] 157690
[ASSETS-OTHER] 2062
[OTHER-ITEMS-ASSETS] 206
[TOTAL-ASSETS] 42511775
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 73855
[TOTAL-LIABILITIES] 73855
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 40778875
[SHARES-COMMON-STOCK] 4613273
[SHARES-COMMON-PRIOR] 3432289
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 445925
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 1213120
[NET-ASSETS] 42437920
[DIVIDEND-INCOME] 410626
[INTEREST-INCOME] 210285
[OTHER-INCOME] 0
[EXPENSES-NET] (704559)
[NET-INVESTMENT-INCOME] (83648)
[REALIZED-GAINS-CURRENT] 530995
[APPREC-INCREASE-CURRENT] 2157089
[NET-CHANGE-FROM-OPS] 2604436
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 3215923
[NUMBER-OF-SHARES-REDEEMED] 2190712
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 16264023
[ACCUMULATED-NII-PRIOR] 476
[ACCUMULATED-GAINS-PRIOR] (88502)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 254175
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 770555
[AVERAGE-NET-ASSETS] 34991348
[PER-SHARE-NAV-BEGIN] 6.80
[PER-SHARE-NII] (0.01)
[PER-SHARE-GAIN-APPREC] 1.02
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 7.81
[EXPENSE-RATIO] 1.72
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000863334
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 032
[NAME] PIONEER GOLD SHARES CLASS B
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1996
[PERIOD-END] OCT-31-1996
[INVESTMENTS-AT-COST] 41138697
[INVESTMENTS-AT-VALUE] 42351817
[RECEIVABLES] 157690
[ASSETS-OTHER] 2062
[OTHER-ITEMS-ASSETS] 206
[TOTAL-ASSETS] 42511775
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 73855
[TOTAL-LIABILITIES] 73855
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 40778875
[SHARES-COMMON-STOCK] 617041
[SHARES-COMMON-PRIOR] 204098
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 445925
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 1213120
[NET-ASSETS] 42437920
[DIVIDEND-INCOME] 410626
[INTEREST-INCOME] 210285
[OTHER-INCOME] 0
[EXPENSES-NET] (704559)
[NET-INVESTMENT-INCOME] (83648)
[REALIZED-GAINS-CURRENT] 530995
[APPREC-INCREASE-CURRENT] 2157089
[NET-CHANGE-FROM-OPS] 2604436
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1051892
[NUMBER-OF-SHARES-REDEEMED] 696779
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 16264023
[ACCUMULATED-NII-PRIOR] 476
[ACCUMULATED-GAINS-PRIOR] (88502)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 254175
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 770555
[AVERAGE-NET-ASSETS] 3808731
[PER-SHARE-NAV-BEGIN] 6.73
[PER-SHARE-NII] (0.06)
[PER-SHARE-GAIN-APPREC] .98
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 7.65
[EXPENSE-RATIO] 2.59
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000863334
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 033
[NAME] PIONEER GOLD SHARES CLASS C
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1996
[PERIOD-END] OCT-31-1996
[INVESTMENTS-AT-COST] 41138697
[INVESTMENTS-AT-VALUE] 42351817
[RECEIVABLES] 157690
[ASSETS-OTHER] 2062
[OTHER-ITEMS-ASSETS] 206
[TOTAL-ASSETS] 42511775
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 73855
[TOTAL-LIABILITIES] 73855
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 40778875
[SHARES-COMMON-STOCK] 220882
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 445925
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 1213120
[NET-ASSETS] 42437920
[DIVIDEND-INCOME] 410626
[INTEREST-INCOME] 210285
[OTHER-INCOME] 0
[EXPENSES-NET] (704559)
[NET-INVESTMENT-INCOME] (83648)
[REALIZED-GAINS-CURRENT] 530995
[APPREC-INCREASE-CURRENT] 2157089
[NET-CHANGE-FROM-OPS] 2604436
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 260179
[NUMBER-OF-SHARES-REDEEMED] 39297
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 16264023
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 254175
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 770555
[AVERAGE-NET-ASSETS] 465347
[PER-SHARE-NAV-BEGIN] 8.70
[PER-SHARE-NII] (0.02)
[PER-SHARE-GAIN-APPREC] (1.03)
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 7.65
[EXPENSE-RATIO] 2.59
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000866707
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 021
[NAME] PIONEER EQUITY INCOME CLASS A
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1996
[PERIOD-END] OCT-31-1996
[INVESTMENTS-AT-COST] 413978448
[INVESTMENTS-AT-VALUE] 474068794
[RECEIVABLES] 2541810
[ASSETS-OTHER] 6791
[OTHER-ITEMS-ASSETS] 196987
[TOTAL-ASSETS] 476814382
[PAYABLE-FOR-SECURITIES] 718700
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 910628
[TOTAL-LIABILITIES] 1629328
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 391430582
[SHARES-COMMON-STOCK] 16516465
[SHARES-COMMON-PRIOR] 13722376
[ACCUMULATED-NII-CURRENT] 1465184
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 22198942
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 60090346
[NET-ASSETS] 475185054
[DIVIDEND-INCOME] 16140773
[INTEREST-INCOME] 251656
[OTHER-INCOME] 0
[EXPENSES-NET] (5586272)
[NET-INVESTMENT-INCOME] 10806157
[REALIZED-GAINS-CURRENT] 22257590
[APPREC-INCREASE-CURRENT] 21475903
[NET-CHANGE-FROM-OPS] 54539650
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (7706730)
[DISTRIBUTIONS-OF-GAINS] (2023143)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 5764800
[NUMBER-OF-SHARES-REDEEMED] 3433149
[SHARES-REINVESTED] 462438
[NET-CHANGE-IN-ASSETS] 164770904
[ACCUMULATED-NII-PRIOR] 474567
[ACCUMULATED-GAINS-PRIOR] 2457195
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 2586845
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 5645742
[AVERAGE-NET-ASSETS] 302439578
[PER-SHARE-NAV-BEGIN] 18.22
[PER-SHARE-NII] 0.55
[PER-SHARE-GAIN-APPREC] 2.24
[PER-SHARE-DIVIDEND] (0.50)
[PER-SHARE-DISTRIBUTIONS] (0.14)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 20.37
[EXPENSE-RATIO] 1.19
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000866707
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 022
[NAME] PIONEER EQUITY INCOME CLASS B
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1996
[PERIOD-END] OCT-31-1996
[INVESTMENTS-AT-COST] 413978448
[INVESTMENTS-AT-VALUE] 474068794
[RECEIVABLES] 2541810
[ASSETS-OTHER] 6791
[OTHER-ITEMS-ASSETS] 196987
[TOTAL-ASSETS] 476814382
[PAYABLE-FOR-SECURITIES] 718700
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 910628
[TOTAL-LIABILITIES] 1629328
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 391430582
[SHARES-COMMON-STOCK] 6647149
[SHARES-COMMON-PRIOR] 3328803
[ACCUMULATED-NII-CURRENT] 1465184
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 22198942
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 60090346
[NET-ASSETS] 475185054
[DIVIDEND-INCOME] 16140773
[INTEREST-INCOME] 251656
[OTHER-INCOME] 0
[EXPENSES-NET] (5586272)
[NET-INVESTMENT-INCOME] 10806157
[REALIZED-GAINS-CURRENT] 22257590
[APPREC-INCREASE-CURRENT] 21475903
[NET-CHANGE-FROM-OPS] 54539650
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (2015151)
[DISTRIBUTIONS-OF-GAINS] (557724)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 4304163
[NUMBER-OF-SHARES-REDEEMED] 1104135
[SHARES-REINVESTED] 118318
[NET-CHANGE-IN-ASSETS] 164770904
[ACCUMULATED-NII-PRIOR] 474567
[ACCUMULATED-GAINS-PRIOR] 2457195
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 2586845
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 5645742
[AVERAGE-NET-ASSETS] 102647682
[PER-SHARE-NAV-BEGIN] 18.15
[PER-SHARE-NII] 0.41
[PER-SHARE-GAIN-APPREC] 2.22
[PER-SHARE-DIVIDEND] (0.38)
[PER-SHARE-DISTRIBUTIONS] (0.14)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 20.26
[EXPENSE-RATIO] 1.95
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000866707
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 023
[NAME] PIONEER EQUITY INCOME CLASS C
<TABLE>
<S> <C>
[PERIOD-TYPE] OTHER
[FISCAL-YEAR-END] OCT-31-1996
[PERIOD-END] OCT-31-1996
[INVESTMENTS-AT-COST] 413978448
[INVESTMENTS-AT-VALUE] 474068794
[RECEIVABLES] 2541810
[ASSETS-OTHER] 6791
[OTHER-ITEMS-ASSETS] 196987
[TOTAL-ASSETS] 476814382
[PAYABLE-FOR-SECURITIES] 718700
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 910628
[TOTAL-LIABILITIES] 1629328
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 391430582
[SHARES-COMMON-STOCK] 204609
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 1465184
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 22198942
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 60090346
[NET-ASSETS] 475185054
[DIVIDEND-INCOME] 16140773
[INTEREST-INCOME] 251656
[OTHER-INCOME] 0
[EXPENSES-NET] (5586272)
[NET-INVESTMENT-INCOME] 10806157
[REALIZED-GAINS-CURRENT] 22257590
[APPREC-INCREASE-CURRENT] 21475903
[NET-CHANGE-FROM-OPS] 54539650
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (28635)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 208040
[NUMBER-OF-SHARES-REDEEMED] 4497
[SHARES-REINVESTED] 1066
[NET-CHANGE-IN-ASSETS] 164770904
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 2586845
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 5645742
[AVERAGE-NET-ASSETS] 2000610
[PER-SHARE-NAV-BEGIN] 19.49
[PER-SHARE-NII] 0.27
[PER-SHARE-GAIN-APPREC] 0.76
[PER-SHARE-DIVIDEND] (0.27)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 20.25
[EXPENSE-RATIO] 1.98
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
