PIONEER GROWTH TRUST, DEFS14A, 1998-03-12

PIONEER GROWTH TRUST
DEFS14A, 1998-03-12

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File No. 33-34801
File No. 811-06106

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Check the appropriate box:

[ ] Preliminary proxy statement [ ]Confidential, for Use
of the Commission
Only (as permitted
by Rule 14a-6(e)(2))

[X ] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Pioneer Growth Trust
(Name of Registrant as Specified in Its Charter

Pioneer Growth Trust
(Name of Person(s) Filing Proxy Statement)

<PAGE>

PIONEER GROWTH TRUST
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
1-800-225-6292

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, APRIL 21, 1998

A Special Meeting of Shareholders of Pioneer Growth Trust, a Massachusetts
business trust (the "Trust") consisting of three series: Pioneer Capital Growth
Fund ("Capital Growth Fund"), Pioneer Equity-Income Fund ("Equity-Income Fund")
and Pioneer Gold Shares ("Gold Shares") (each, a "Fund" and collectively, the
"Funds"), will be held at the offices of Hale and Dorr LLP, 60 State Street,
26th Floor, Boston, Massachusetts 02109, at 2:30 p.m., Boston time, on Tuesday,
April 21, 1998, to consider and act upon the following proposals:

(1) To approve new management contracts with Pioneering Management
Corporation, the Funds' investment adviser ("PMC") for (a) Capital
Growth Fund, and (b) Equity-Income Fund, increasing the rate at which
management fees are payable to PMC;

(2) To elect the nine (9) Trustees named in the attached Proxy Statement to
serve on the Board of Trustees until their successors have been duly
elected and qualified;

(3) To approve an Agreement and Plan of Reorganization pursuant to which
the Funds, currently organized as three series of a single
Massachusetts business trust, will be reorganized as three distinct
Delaware business trusts;

(4) To approve amendments to the Funds' fundamental investment policies, as
described in the Proxy Statement;

(5) To ratify the selection of Arthur Andersen LLP as the Funds'
independent public accountants for the fiscal year ending October 31,
1998; and

(6) To transact such other business as may properly come before the meeting
or any adjournments thereof.

Shareholders of record as of the close of business on February 23, 1998,
are entitled to vote at the meeting or any adjournments thereof. The Proxy
Statement and proxy card are being mailed to shareholders on or about March 12,
1998.

By Order of the Board of Trustees,

Joseph P. Barri, Secretary

Boston, Massachusetts
March 12, 1998

-------------------

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY CARD. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING.
0298 - 4622

<PAGE>

PIONEER GROWTH TRUST
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
1-800-225-6292

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

APRIL 21, 1998

This Proxy Statement is furnished to shareholders of Pioneer Growth Trust,
a Massachusetts business trust (the "Trust") consisting of three series: Pioneer
Capital Growth Fund ("Capital Growth Fund"), Pioneer Equity-Income Fund
("Equity-Income Fund") and Pioneer Gold Shares ("Gold Shares") (each, a "Fund"
and collectively, the "Funds"), in connection with the solicitation of proxies
by the Board of Trustees for use at the Special Meeting of Shareholders of the
Trust, to be held at the offices of Hale and Dorr LLP, 60 State Street, 26th
Floor, Boston, Massachusetts 02109, at 2:30 p.m., Boston time, on Tuesday, April
21, 1998, and at any adjournments thereof (the "Meeting"). This Proxy Statement
and enclosed proxy are being mailed to shareholders on or about March 12, 1998.
THE ANNUAL REPORTS FOR EACH FUND FOR THE FISCAL PERIOD ENDED OCTOBER 31, 1997,
HAVE PREVIOUSLY BEEN MAILED TO SHAREHOLDERS. ADDITIONAL COPIES OF THESE REPORTS
MAY BE OBTAINED FREE OF CHARGE BY WRITING TO THE FUNDS AT THEIR EXECUTIVE
OFFICES, 60 STATE STREET, BOSTON, MASSACHUSETTS 02109 OR BY CALLING
1-800-225-6292.

Shareholders of record for each Fund as of the close of business on
February 23, 1998 (the "Record Date") are entitled to vote on all of such Funds'
business at the Meeting or any adjournments thereof. As of the Record Date,
there were outstanding 114,395,030.768 shares of beneficial interest of Capital
Growth Fund, 29,280,504.353 shares of beneficial interest of Equity-Income Fund
and 6,350,814.198 shares of beneficial interest of Gold Shares. To the knowledge
of the management of the Trust, no person beneficially owned more than 5% of the
outstanding shares of any of the Funds as of December 31, 1997.

<PAGE>

PROPOSALS 1(a) AND 1(b)

APPROVAL OF NEW MANAGEMENT CONTRACTS
FOR CAPITAL GROWTH FUND AND
EQUITY-INCOME FUND

SUMMARY

Pioneering Management Corporation ("PMC") has served as the investment
adviser to each of Capital Growth Fund and Equity-Income Fund since July 25,
1990. PMC serves as the investment adviser for the Pioneer family of mutual
funds and for certain other institutional accounts. PMC, a registered investment
adviser under the Investment Advisers Act of 1940, as amended, is a wholly owned
subsidiary of The Pioneer Group, Inc. ("PGI"), a Delaware corporation with
publicly traded shares. PGI is located at 60 State Street, Boston, Massachusetts
02109.

At a meeting held on January 8, 1998, the Trustees, including all of the
Trustees who are not "interested persons" of the Funds or PMC, unanimously
approved and voted to recommend that the shareholders of Capital Growth Fund and
Equity-Income Fund approve a proposal to terminate the Fund's existing
Management Contract with PMC (each an "Existing Contract") and to adopt a new
Management Contract (each a "Proposed Contract"). Each Existing Contract and
Proposed Contract is also referred to below as a "Contract."

Under the Proposed Contract for Capital Growth Fund, there will be an
increase in the basic rate of management fees paid by the Fund to PMC. As
described more fully below, depending upon the Capital Growth Fund's investment
performance relative to a selected securities index, this basic fee will be
increased or decreased. In all cases, the fee ultimately paid by Capital Growth
Fund will be higher than that paid under the Existing Contract. Under the
Proposed Contract for Equity-Income Fund, the form of which is substantially
identical to the Proposed Contract for Capital Growth Fund, there will also be
an increase in the rate of management fees paid by Equity-Income Fund to PMC, as
more fully described below.

TERMS OF EXISTING AND PROPOSED CONTRACTS

Except for the different fee rates, effective dates and renewal dates, the
terms of the Existing and Proposed Contracts are substantially identical.
Pursuant to the terms of each Contract, PMC serves as investment adviser to the
Funds and is responsible for the overall management of the Funds' business
affairs subject only to the authority of the Board of Trustees. PMC is
authorized to buy and sell securities for the accounts of the Funds and to
designate brokers to carry out such transactions. PMC may not make any purchase
the cost of which exceeds funds currently available for a Fund and may not make
any purchase which would violate any fundamental policy or restriction in a
Fund's Prospectus or Statement of Additional Information as in effect from time
to time.

Under each Contract, PMC pays all expenses, including executive salaries
and the rental of office space, related to its services for the Fund with the
exception of the following which are paid by the Fund: (i) charges and expenses
for fund accounting,

<PAGE>

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, (iii) the
charges and expenses of any custodian, transfer agent, plan agent, dividend
disbursing agent and registrar appointed by the Fund with respect to the
Portfolio, (iv) issue and transfer taxes, chargeable to the Fund in connection
with securities transactions to which the Fund is a party, (v) 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, (vi) fees and expenses involved in registering and
maintaining registrations of the Fund and of its shares with the U.S. Securities
and Exchange Commission (the "SEC"), state securities agencies and foreign
jurisdictions, including the preparation of prospectuses and statements of
additional information for filing with such regulatory agencies, (vii) 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, (viii) charges and expenses of legal
counsel to the Fund and to the Trustees, (ix) if applicable, distribution fees
paid by the Fund pursuant to a Plan of Distribution in accordance with Rule
12b-1 promulgated by the SEC pursuant to the Investment Company Act of 1940, as
amended (the "1940 Act"), (x) compensation of those Trustees of the Fund who are
not affiliated with or interested persons of PMC, the Fund (other than as
Trustees), PGI, or Pioneer Funds Distributor, Inc., the Fund's, principal
underwriter ("PFD"), (xi) the cost of preparing and printing share certificates,
and (xii) interest on borrowed money, if any. The Fund will pay all brokers' and
underwriting commissions chargeable to the Fund in connection with securities
transactions to which the Fund is a party.

The Existing Contract for each Fund was approved by its shareholders on
October 29, 1993, and became effective on November 1, 1993. Each Existing
Contract was initially approved by the Trust's Board and its renewal was most
recently approved by the Board at a meeting held in April, 1997. Each Contract
is renewable annually by the vote of a majority of the Trust's Board, including
all of the Trustees who are not "interested persons" (as defined in the 1940
Act) of the Trust, PMC or PFD, cast in person at a meeting called for the
purpose of voting on such renewal. Each Contract terminates if assigned (as
defined in the 1940 Act) and may be terminated without penalty by either party
by vote of its Board or a majority of the Fund's outstanding voting securities
and upon 60 days' written notice.

1(a). APPROVAL OF NEW MANAGEMENT CONTRACT FOR CAPITAL GROWTH FUND

FEE UNDER EXISTING CONTRACT

As compensation for its management services and certain expenses which PMC
incurs on behalf of the Fund, the Fund pays PMC an annual management fee under
the Existing Contract equal to 0.65% of the Fund's average daily net assets up
to $300 million, 0.60% of the next $200 million, 0.50% of the next $500 million,
and 0.45% of the excess over $1 billion. This fee is computed daily and paid
monthly.

<PAGE>

BASIC FEE INCREASE

As compensation for its management services and certain expenses which PMC
incurs on behalf of the Fund, the Fund would pay PMC an annual management fee
under the Proposed Contract (the "Basic Fee") equal to 0.70% of the Fund's
average daily net assets up to $500 million, 0.65% of the next $500 million and
0.625% of the excess over $1 billion. The Basic Fee would be computed daily and
paid monthly.

The Basic Fee represents an increase in the management fee rate payable to
PMC over the rates under the Existing Contract. The Board determined that the
Basic Fee with the application of the performance fee adjustment, which provides
for increases or decreases in the Basic Fee, based upon the Fund's performance,
as described below is fair and reasonable.

The effective date of the Proposed Contract is expected to be May 1, 1998
(the "Effective Date"). Accordingly, the Basic Fee will take effect on the
Effective Date if the Proposed Contract is adopted at the Meeting.

PERFORMANCE FEE ADJUSTMENT

The Board of Trustees is proposing the implementation of a performance
adjustment to accompany the Basic Fee. The performance adjustment will either
increase or decrease the monthly Basic Fee paid by the Fund to PMC based on the
performance of the Fund as compared to the investment record (the "record") of a
securities index determined by the Trustees to be appropriate over the same
period. The Trustees initially designated the Lipper Growth Funds Index (the
"Index") for this purpose. The Index is an equally-weighted performance index
adjusted for income dividends and capital gains distributions comprised of the
30 largest funds listed by Lipper Analytical Services, Inc. as having investment
objectives of growth.

From time to time, the Trustees may determine that another securities index
is a more appropriate benchmark than the Index for purposes of evaluating the
performance of the Fund. In such event, a successor index may be substituted for
the Index in prospectively calculating the performance based adjustment to the
Basic Fee. However, the calculation of the performance adjustment for any
portion of the performance period prior to the adoption of the successor index
would still be based upon the Fund's performance compared to the Index.

It is not possible to predict the effect of the performance adjustment on
the overall compensation to PMC in the future since it will depend on the
performance of the Fund relative to the record of the Index.

The Board determined that it would be appropriate to increase PMC's
compensation when the Fund's performance exceeds that of an objective index and,
conversely, to reduce PMC's compensation when the Fund's performance is poorer
than the record of that index. The Index was deemed appropriate for this
comparison because it is broad-based and because the Index is composed of funds
with similar investment objectives and policies to those of the Fund. The Board
believes that a performance adjustment is appropriate for the Fund and that
providing incentives to PMC based on its performance benefits shareholders.

<PAGE>

The Board is proposing that there be a performance adjustment which would
increase or decrease the Basic Fee based on the performance of the Class A
shares of the Fund calculated at net asset value. The Basic Fee would be subject
to upward or downward adjustment depending on whether, and to what extent, the
investment performance of the Class A shares of the Fund for the relevant
performance period exceeds, or is exceeded by, the record of the Index over the
same period. This performance comparison would be made at the end of each month.
Each percentage point of difference (up to a maximum difference of P10
percentage points) would be multiplied by a performance adjustment rate of
0.01%. The maximum adjustment rate is therefore P0.10%. An appropriate
percentage of this rate (based upon the number of days in the current month)
would then be multiplied by the average daily net assets of the Fund over the
entire performance period, giving the dollar amount which will be added to (or
subtracted from) the Basic Fee. The monthly performance adjustment will be
further adjusted to the extent necessary to insure that the total annual
adjustment to the Basic Fee does not exceed P0.10% of average daily net assets
for that year.

Implementation of Performance Adjustment. The Board is proposing that the
performance adjustment be implemented on a date occurring 12 months after the
Effective Date. Thus, during the initial 12-month period, the Basic Fee would
remain unadjusted. During the following 24 months, Fund performance would be
measured over an increasing period covering the current month and the prior
months dating back to the Effective Date (the "performance period"). Beginning
in the 36th month, the duration of the Fund's performance period would become
fixed. Thereafter, Fund performance would be measured over a rolling 36-month
period covering the current month and the prior 35 months.

Application of Performance Adjustment. The application of the performance
adjustment is illustrated by the following hypothetical example, assuming that
the net asset value of the Fund and the level of the Index were $10 and 100,
respectively, on the first day of the performance period.

<TABLE>
<CAPTION>
INVESTMENT PERFORMANCE* CUMULATIVE CHANGE
----------------------- -----------------
<S> <C> <C>
Fund Index
First Day.......................... $10 100
End of Period...................... $13 123
Absolute Change.................... +$3 +23
Percentage Change.................. +30% +23%
</TABLE>

- ---------------
* Reflects Class A share performance at net asset value. Any dividends or
capital gains distributions paid by the Fund are treated as if reinvested in
shares of the Fund at net asset value as of the payment date and any dividends
paid on the securities which comprise the Index are treated as if reinvested
on the ex-dividend date.

The difference in relative performance for the performance period is +7
percentage points. Accordingly, the annualized management fee rate for the last
month of the performance period would be calculated as follows: an appropriate
percentage of the Basic Fee rate (based upon the number of days in the month) of
0.70% (assuming Fund

<PAGE>

assets of up to $1 billion) would be multiplied by the Fund's average daily net
assets for the month resulting in a dollar amount. The +7 percentage point
difference is multiplied by the performance adjustment rate of 0.01% producing a
rate of 0.07%. An appropriate percentage of this rate (based upon the number of
days in the month) is then multiplied by the average daily net assets of the
Fund over the performance period resulting in a dollar amount which is added to
the dollar amount of the Basic Fee. The management fee paid is the Basic Fee
adjusted by the dollar amount of the performance adjustment calculated for the
performance period. If the investment performance of the Index during the
performance period exceeded the performance record of the Fund, the dollar
amount of the performance adjustment would be deducted from the Basic Fee.

Because the adjustment to the Basic Fee is based on the comparative
performance of the Fund and the record of the Index, the controlling factor is
not whether Fund performance is up or down, but whether it is up or down more or
less than the record of the Index. Moreover, the comparative investment
performance of the Fund is based solely on the relevant performance period
without regard to the cumulative performance over a longer or shorter period of
time.

The Basic Fee will take effect on the Effective Date if the Proposed
Contract is adopted at the Meeting. Accordingly, (1) from May 1, 1998 through
April 30, 1999 the Fund will pay management fees at a rate equal to the Basic
Fee; (2) from May 1, 1999 through April 30, 2001, the Fund will pay management
fees at a rate equal to the Basic Fee plus or minus the amount of the
performance adjustment based upon the current month and the preceding months
dating back to the Effective Date; and (3) beginning on May 1, 2001, the Fund
will pay management fees at a rate equal to the Basic Fee plus or minus the
amount of the performance adjustment based upon the current month and the
preceding 35 months. Because the performance adjustment will be calculated no
earlier than 12 months after the Effective Date and because the performance
adjustment will not reflect the Fund's performance prior to the Effective Date,
the effect of the initial performance adjustment (and all subsequent
adjustments) is unknown and cannot reasonably be estimated at the time of this
proposal.

EFFECT OF THE NEW MANAGEMENT FEE STRUCTURE

Under the Existing Contract, the Fund paid management fees at an effective
annual rate of 0.50% based on average daily net assets of $2,260,769,961 for the
twelve months ended October 31, 1997. Under the Proposed Contract, at this asset
level, assuming implementation of the performance adjustment, the Fund would pay
a maximum annual fee of 0.75%, a Basic fee of 0.65% and a minimum annual fee of
0.55% based upon the Fund's performance relative to the Index as described
above.

Set forth below is a chart showing the dollar amount of management fees
paid during the Fund's past fiscal year under the Existing Contract and the
amount of fees that would have been paid under the Proposed Contract at the
maximum, Basic and minimum fee rates. The chart also shows the percentage
differences between the amounts that would have been paid under the Proposed
Contract and the amount paid under the Existing Contract. Also set forth below
is a comparative fee table showing the amount of fees and expenses paid by the
Fund under the Existing Contract as a percentage of

<PAGE>

average net assets and the amount of fees and expenses shareholders would have
paid if the maximum, Basic and minimum fees under the Proposed Contract had been
in effect. The figures shown for the Basic Fee represent the amounts that
actually would have been paid during the first 12 months under the Proposed
Contract when the performance adjustment would not be in effect. The maximum and
minimum fees, calculated at the December 31, 1997 asset levels, would apply only
in the second or subsequent years under the Proposed Contract when the
performance adjustment would be in effect.

DOLLAR AMOUNT OF MANAGEMENT FEES PAID
(FISCAL YEAR ENDED OCTOBER 31, 1997)

<TABLE>
<CAPTION>
EXISTING PROPOSED CONTRACT
CONTRACT MAXIMUM BASIC MINIMUM
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>

Amount of Fees Paid or that
Would Have Been Paid........ $11,315,631 $16,890,582 $14,629,812 $12,369,042
Percentage Difference from
Amount Paid under Existing
Contract.................... N/A +49.27% +29.29% +9.31%
</TABLE>

COMPARATIVE FEE TABLES
(FISCAL YEAR ENDED OCTOBER 31, 1997)

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

Class A Shares

<TABLE>
<CAPTION>
EXISTING PROPOSED CONTRACT
FEE MAXIMUM BASIC MINIMUM
-------- -------- ------ -------
<S> <C> <C> <C> <C>
Management Fee.............................. .50 .75 .65 .55
12b-1 Fees.................................. .25 .25 .25 .25
Other Expenses.............................. .23 .23 .23 .23
Total Fund Operating Expenses............... 0.98 1.23 1.13 1.03
</TABLE>

Class B Shares

<TABLE>
<CAPTION>
EXISTING PROPOSED CONTRACT
FEE MAXIMUM BASIC MINIMUM
-------- -------- ------ -------
<S> <C> <C> <C> <C>
Management Fee.............................. .50 .75 .65 .55
12b-1 Fees.................................. 1.00 1.00 1.00 1.00
Other Expenses.............................. .25 .25 .25 .25
Total Fund Operating Expenses............... 1.75 2.00 1.90 1.80
</TABLE>

Class C Shares

<TABLE>
<CAPTION>
EXISTING PROPOSED CONTRACT
FEE MAXIMUM BASIC MINIMUM
-------- -------- ------ -------
<S> <C> <C> <C> <C>
Management Fee.............................. .50 .75 .65 .55
12b-1 Fees.................................. 1.00 1.00 1.00 1.00
Other Expenses.............................. .23 .23 .23 .23
Total Fund Operating Expenses............... 1.73 1.98 1.88 1.78
</TABLE>

<PAGE>

EXAMPLES

The following examples illustrate the expenses on a $1,000 investment under
the existing and proposed maximum, Basic and minimum fees stated above, assuming
a 5% annual return and constant expenses, with or without redemption at the end
of each time period:

Class A Shares

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Existing Fee.................................... $67 $87 $109 $171
Proposed Fee:
Maximum....................................... -- $94 $121 $198
Basic......................................... $68 $91 $116 $187
Minimum....................................... -- $88 $111 $176
</TABLE>

Class B Shares
(assuming complete redemption at end of period)

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Existing Fee.................................... $58 $85 $115 $186*
Proposed Fee:
Maximum....................................... -- $93 $128 $213
Basic......................................... $59 $90 $123 $202
Minimum....................................... -- $87 $117 $191
</TABLE>

Class B Shares
(assuming no redemption)

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Existing Fee.................................... $18 $55 $ 95 $186*
Proposed Fee:
Maximum....................................... -- $63 $108 $213
Basic......................................... $19 $60 $103 $202
Minimum....................................... -- $57 $ 97 $191
</TABLE>

Class C Shares**
(assuming complete redemption at end of period)

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Existing Fee.................................... $28 $54 $ 94 $204
Proposed Fee:
Maximum....................................... -- $62 $107 $231
Basic......................................... $29 $59 $102 $220
Minimum....................................... -- $56 $ 96 $209
</TABLE>

<PAGE>

Class C Shares
(assuming no redemption)

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Existing Fee.................................... $18 $54 $ 94 $204
Proposed Fee:
Maximum....................................... -- $62 $107 $231
Basic......................................... $19 $59 $102 $220
Minimum....................................... -- $56 $ 96 $209
</TABLE>

- ---------------
* Class B shares convert to Class A shares eight years after purchase;
therefore, Class A expenses are used after year eight.

** Class C shares redeemed during the first year after purchase are subject to a
1% contingent deferred sales charge.

THE PURPOSE OF THESE EXAMPLES AND TABLES IS TO ASSIST SHAREHOLDERS IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT THE SHAREHOLDERS WOULD INCUR
IF THE PROPOSED CONTRACT IS APPROVED. THE EXAMPLES ABOVE SHOULD NOT BE
CONSIDERED REPRESENTATIONS OF PAST OR FUTURE EXPENSES OF THE FUND. ACTUAL
EXPENSES MAY BE HIGHER OR LOWER THAN THOSE SHOWN ABOVE.

ADDITIONAL INFORMATION PERTAINING TO THE CONTRACTS AND PMC

For additional information pertaining to the various provisions under the
Existing and Proposed Contracts, see the Appendix. The Appendix also contains
additional information concerning the management, ownership structure,
affiliations, brokerage policies and certain other matters pertaining to PMC.

FACTORS CONSIDERED BY THE TRUSTEES

The Trustees determined that the terms of the Proposed Contract are fair
and reasonable and that approval of the Proposed Contract on behalf of the Fund
is in the best interests of the Fund. The Trustees considered a number of
factors in deciding to recommend an increase in the management fee and a
performance fee adjustment. In approving the performance aspect of the fee
proposed by management, the Trustees considered its structure and the Index on
which it is based. They believed that it provides an appropriate range of
incentives for PMC and joins its interest with those of the shareholders for
good relative investment performance.

At all times during the Trustees' deliberations, which occurred during
several Audit committee meetings and meetings of Trustees who are not
"interested" persons of PMC held over the course of several months, they were
advised by Fund counsel and their own independent counsel. When the Trustees
were presented with the proposed fee arrangements, they requested and were
furnished with substantial information to assist in their evaluation. In
addition, the Trustees commissioned and relied upon independent studies prepared
by Lipper Analytical Securities Corporation ("Lipper Analytical") and
Morningstar, Inc. ("Morningstar").

<PAGE>

After reviewing the information requested from and provided by PMC and
reports of Lipper Analytical and Morningstar as described above, the Trustees
concluded that the present fee schedule for services provided under the Existing
Contract, which has not changed since the inception of the Fund in 1990, was out
of date and inappropriately low under present conditions. The Trustees also
concluded that the current fee does not reflect the existing competitive
situation within the comparable groups of growth funds with which it competes.
As a result, and taking into consideration the information requested above and
requirements for excellence in investment management and research talent and
technology systems under the existing competitive conditions, it was concluded
that the current fee schedule over time would not provide appropriate resources
to maintain and attract investment management and research and other talent and
provide technology and other systems necessary to keep the Fund operating at the
level of service currently provided relative to the industry and to improve
investment performance for the benefit of shareholders in the future. The
Trustees and PMC believe that the fee increase would provide the necessary
resources to accomplish these objectives. The Trustees also considered that the
proposed fee is consistent with the management fees paid by competing funds with
investment objectives of capital appreciation.

The Trustees determined that the Index was appropriate based upon a number
of factors, including the fact that the Index is broad-based and is composed of
funds with similar investment objectives and policies to those of the Fund. It
was anticipated that any divergence between the Fund's performance and that of
the Index could be attributed to PMC's skill in selecting securities within the
parameters established by the Fund's objective and policies. Because of the
possible future development of an even more appropriate index for measuring the
Fund's performance, the Trustees believed it advisable to reserve the ability to
substitute a successor index for the Index; provided, in such event, the
calculation of the performance adjustment for any portion of the performance
period prior to the adoption of the successor index would still be based upon
the Fund's performance compared to the Index. In addition, because of the
possible future identification of a more appropriate class of Fund shares for
comparison with the Index, the Trustees believed it advisable to reserve the
ability to substitute the class of Fund shares designated for the performance
comparison with the Index; provided, in such event, the calculation of the
performance adjustment for any portion of the performance period prior to the
designation of a successor class would still be based upon the performance of
the previously designated class of Fund shares.

The time periods to be used in determining any performance adjustment were
also judged to be of appropriate length to ensure proper correlation and to
prevent fee adjustments from being based upon random or insignificant
differences between the Fund and the Index. In this regard, the Trustees
concluded that it would be appropriate for the Basic Fee rate to remain
unadjusted for twelve months before implementation of the performance
adjustment, and that once implemented, the performance adjustment should reflect
only the Fund's performance subsequent to the Effective Date. Moreover, the
Trustees believed that upon reaching the thirty-sixth month, the performance
period would be fully implemented, and that the performance adjustment should
thereafter be based upon a thirty-six-month rolling performance period.

<PAGE>

Based upon all of the above considerations, the Trustees determined that
the proposed Basic Fee with its performance adjustments would be fair and
reasonable and its adoption will make it more likely the objectives of improving
performance and continuing the level of good service will be achieved.

TRUSTEES' RECOMMENDATION

Based on its evaluation of the materials presented and assisted by the
advice of independent counsel, the Trustees who were present at the meeting on
January 8, 1998, including all of the Trustees who are not "interested persons"
of the Fund or PMC, unanimously concluded that the Proposed Contract was
sufficient to provide the resources necessary for the objectives described above
and was fair and reasonable and in the best interests of the Fund's shareholders
and by a vote cast at the meeting, approved and voted to recommend to the
shareholders of the Fund that they approve the proposal to terminate the
Existing Contract and to adopt the Proposed Contract.

REQUIRED VOTE

Adoption of Proposal 1(a) requires the approval of a majority of the
outstanding voting securities of the Fund, which under the 1940 Act, is defined
to mean the affirmative vote of the lesser of (i) 67% or more of the shares of
the Fund represented at the Meeting, if at least 50% of all outstanding shares
of the Fund are represented at the Meeting, or (ii) 50% or more of the
outstanding shares of the Fund entitled to vote at the Meeting (a "1940 Act
Majority Vote").

If Proposal 1(a) is not approved by the shareholders of the Fund, the
Existing Contract will continue in effect.

FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES RECOMMEND THAT THE
SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THE APPROVAL OF THE PROPOSED CONTRACT.

1(b). APPROVAL OF NEW MANAGEMENT CONTRACT FOR EQUITY-INCOME FUND

FEE UNDER EXISTING CONTRACT

PROPOSED MANAGEMENT FEE CHANGE

As compensation for its management services and certain expenses which PMC
incurs on behalf of the Fund, the Fund would pay PMC an annual management fee
under the Proposed Contract (the "Proposed Fee") equal to 0.60% of the Fund's
average daily net assets up to $10 billion and 0.575% of the excess over $10
billion. The Proposed Fee would be computed daily and paid monthly.

<PAGE>

At the Fund's December 31, 1997 asset level, the Proposed Fee represents an
increase in the management fee rate payable to PMC over the rate paid under the
Existing Contract. The Board determined that the Proposed Fee is fair and
reasonable. The effective date of the Proposed Contract is expected to be May 1,
1998. Accordingly, the Proposed Fee will take effect on May 1, 1998 if the
Proposed Contract is adopted at the Meeting.

EFFECT OF THE NEW MANAGEMENT FEE STRUCTURE

Under the Existing Contract, the Fund paid management fees at an effective
annual rate of 0.59% based on average daily net assets of $700,924,328 at
December 31, 1997. Under the Proposed Contract, the Fund would pay management
fees at an effective annual rate of 0.60% at such net asset level.

Set forth below is a chart showing the dollar amount of management fees
that would be paid under the Existing Contract and the amount of fees that would
have been paid under the Proposed Contract at the Proposed Fee rate. The chart
also shows the percentage differences between the amounts that would have been
paid under the Proposed Contract and the amount paid under the Existing
Contract. Also set forth below are comparative fee tables showing the amount of
fees and expenses paid by each class of shares of the Fund under the Existing
Contract as a percentage of average net assets and the amount of fees and
expenses each class of shareholders would have paid if the Proposed Fee under
the Proposed Contract had been in effect.

DOLLAR AMOUNT OF MANAGEMENT FEES PAID
(PERIOD ENDED DECEMBER 31, 1997)

<TABLE>
<CAPTION>
EXISTING PROPOSED
CONTRACT CONTRACT
---------- ----------
<S> <C> <C>
Amount of Fees That Would Be Paid or that Would
Have Been Paid....................................... $4,149,015* $4,205,545*
Percentage Difference from Amount under Existing
Contract............................................. N/A 1.36%
</TABLE>

- ---------------
* Reflects annualized amounts based upon fees for the two month period ended
12/31/97. The Fund believes that such numbers provide a more accurate basis
for comparison because of recent asset growth than the amounts for the Fund's
past fiscal year. As of the fiscal year ended 10/31/97, the actual amount of
fees paid was $3,512,705 at an effective annual rate of 0.61%. The average
annual net assets during the fiscal year ended 10/31/97 was $573,394,893 and
the annualized average amount of net assets (based on the average net assets
for its two months ended 12/31/97) was $700,924,328 (the "Pro Forma Net
Assets"). The above fees represent the annualized fees based on the Pro Forma
Net Assets.

<PAGE>

COMPARATIVE FEE TABLES
(FISCAL YEAR ENDED OCTOBER 31, 1997)

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

Class A Shares

<TABLE>
<CAPTION>
EXISTING
CONTRACT PROPOSED
-------- --------
<S> <C> <C>
Management Fee............................................. .59* .60
12b-1 Fees................................................. .25 .25
Other Expenses............................................. .24 .24
Total Fund Operating Expenses.............................. 1.08* 1.09
</TABLE>

Class B Shares

<TABLE>
<CAPTION>
EXISTING
CONTRACT PROPOSED
-------- --------
<S> <C> <C>
Management Fee............................................. .59* .60
12b-1 Fees................................................. 1.00 1.00
Other Expenses............................................. .26 .26
Total Fund Operating Expenses.............................. 1.85* 1.86
</TABLE>

Class C Shares

<TABLE>
<CAPTION>
EXISTING
CONTRACT PROPOSED
-------- --------
<S> <C> <C>
Management Fee............................................. .59* .60
12b-1 Fees................................................. 1.00 1.00
Other Expenses............................................. .30 .30
Total Fund Operating Expenses.............................. 1.89* 1.90
</TABLE>

- ---------------
* Management Fees have been restated to reflect the effective annual rate as of
12/31/97. The effective annual rate as of 10/31/97 was 0.61%.

EXAMPLES

The following examples illustrate the expenses on a $1,000 investment under
the existing and proposed fees stated above, assuming a 5% annual return and
constant expenses, with or without redemption at the end of each time period:

Class A Shares

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Existing Fee............................ $68 $90 $115 $184
Proposed Fee............................ $68 $90 $114 $182
</TABLE>

<PAGE>

Class B Shares
(assuming complete redemption at end of period)

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Existing Fee.................................... $59 $89 $121 $199*
Proposed Fee.................................... $59 $88 $120 $197
</TABLE>

Class B Shares
(assuming no redemption)

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Existing Fee.................................... $19 $59 $101 $199*
Proposed Fee.................................... $19 $58 $100 $197
</TABLE>

Class C Shares**
(assuming complete redemption at end of period)

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Existing Fee.................................... $29 $60 $103 $223
Proposed Fee.................................... $29 $59 $102 $221
</TABLE>

Class C Shares
(assuming no redemption)

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Existing Fee.................................... $19 $60 $103 $223
Proposed Fee.................................... $19 $59 $102 $221
</TABLE>

- ---------------
* Class B shares convert to Class A shares eight years after purchase;
therefore, Class A expenses are used after year eight.

** Class C shares redeemed during the first year after purchase are subject to a
1% contingent deferred sales charge.

ADDITIONAL INFORMATION PERTAINING TO THE CONTRACTS AND PMC

FACTORS CONSIDERED BY THE TRUSTEES

The Trustees determined that the terms of the Proposed Contract are fair
and reasonable and that approval of the Proposed Contract on behalf of the Fund
is in the

<PAGE>

best interests of the Fund. The Trustees considered a number of factors in
deciding to recommend an increase in the management fee net asset levels of the
Fund above $500 million. At all times during the Trustees' deliberations, which
occurred during several Audit Committee meetings and meetings of the Trustees
who are not "interested" persons of PMC held over the course of several months,
they were advised by Fund counsel and their own independent counsel. When the
Trustees were presented with the Proposed Fee, they requested and were furnished
with substantial information to assist in their evaluation. In addition, the
Trustees commissioned and relied upon independent studies prepared by Lipper
Analytical and Morningstar.

After reviewing the information requested from and provided by PMC and the
reports of Lipper Analytical and Morningstar as described above, the Trustees
concluded that the present fee schedule for services provided under the Existing
contract, which had not changed since the inception of the Fund in 1990, does
not appropriately reflect the present competitive circumstances and
possibilities in the event of an increase in net assets. As a result, and taking
into consideration the information reviewed above and requirements for
excellence in investment management and research and other talent and technology
and other systems under the existing competitive conditions, it was concluded
that the proposed 0.60% management fee that would be operative at asset levels
above $500 million (current assets were approximately $700 million at 12/31/97)
is appropriate in order to provide the resources necessary to keep the Fund
operating at the level of service and performance presently provided to
shareholders and to make it possible to improve the service and performance for
the benefit of shareholders in the future if the Fund's assets remain between
the $500 million and $1 billion level. The Trustees also believe that the
current fee rate of 0.45% for assets over $1 billion, if that level is achieved
in the future, is too low to adequately assure that the necessary investment
talent and technological infrastructure will be of a quality level which the
Trustees believe the shareholders deserve. The Trustees and PMC believe that the
fee increase would provide the necessary resources to accomplish the objectives
described above. The Trustees also considered that the proposed fee is
consistent with the management fees paid by competing funds with investment
objectives of current income and long-term growth of capital.

Based upon all of the above considerations, the Trustees determined that
the proposed fee would be fair and reasonable and that its adoption will make it
more likely that the objectives of continued levels of good service and
investment performance currently and in the future will be achieved.

TRUSTEES' RECOMMENDATION

Based on its evaluation of the materials presented and assisted by the
advice of independent counsel, the Trustees who were present at the meeting on
January 8, 1998, including all of the Trustees who are not "interested persons"
of the Fund or PMC, unanimously concluded that the Proposed Contract was
sufficient to provide the resources necessary to achieve the objectives
described above and was fair and reasonable and in the best interests of the
Fund's shareholders and by a vote cast at the meeting, approved and voted to
recommend to the shareholders of the Fund that they

<PAGE>

approve the proposal to terminate the Existing Contract and to adopt the
Proposed Contract.

REQUIRED VOTE

Adoption of Proposal 1(b) requires a 1940 Act Majority Vote by the
shareholders of the Fund. If Proposal 1(b) is not approved by the shareholders
of the Fund, the Existing Contract will continue in effect.

FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES RECOMMEND THAT THE
SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THE APPROVAL OF THE PROPOSED CONTRACT.

PROPOSAL 2.

ELECTION OF BOARD OF TRUSTEES

The persons named on the accompanying proxy card intend to vote at the
Meeting (unless otherwise directed) FOR the election of the nine (9) nominees
named below as Trustees of the Trust. All of the nominees currently serve as
Trustees.

Each Trustee will be elected to hold office until the next meeting of
shareholders or until his or her successor is elected and qualified. Each
nominee has consented to being named herein and indicated his or her willingness
to serve if elected. If any such nominee should be unable to serve, an event not
now anticipated, the persons named as proxies may vote for such other person as
shall be designated by the Board of Trustees.

The following table sets forth each nominee's position(s) with the Trust,
age, address, principal occupation or employment during the past five years and
directorships, and indicates the year during which he or she first became a
Trustee of the Trust.

<PAGE>

The table also shows the number of shares of beneficial interest of the Trust
beneficially owned by each nominee, directly or indirectly, on March 2, 1998.

SHARES OF BENEFICIAL
INTEREST OF EACH FUND
NAME, AGE, BENEFICIALLY OWNED
POSITION(S) WITH PRINCIPAL OCCUPATION FIRST AND PERCENTAGE OF TOTAL
THE TRUST OR EMPLOYMENT BECAME A SHARES OUTSTANDING
AND ADDRESS AND TRUSTEESHIPS(1) TRUSTEE ON MARCH 2, 1998(2)
- ----------------------- --------------------------------- -------- -----------------------
<S> <C> <C> <C>
JOHN F. COGAN, JR.* President, Chief Executive 1990 Capital Growth
(71) Officer and a Director of The Fund:
Chairman of the Board Pioneer Group, Inc. ("PGI"); 8,425.588
President and Trustee Chairman and a Director of 0.007%
60 State Street Pioneering Management Corporation
Boston, MA 02109 ("PMC") and Pioneer Funds Equity-Income Fund:
Distributor, Inc. ("PFD"); 7,595.707
Director of Pioneering Services 0.026%
Corporation ("PSC"), Pioneer
Capital Corporation ("PCC"), Gold Shares:
Pioneer Real Estate Advisors, 28,554.441
Inc. ("PREA"), Pioneer Forest, 0.446%
Inc., Pioneer Explorer, Inc.,
Pioneer Management (Ireland) Ltd.
("PMIL") and Closed Joint Stock
Company "Forest-Starma";
President and Director of Pioneer
Metals and Technology, Inc.
("PMT"), Pioneer International
Corp. ("PIntl"), Pioneer First
Russia, Inc. ("First Russia") and
Pioneer Omega, Inc. ("Omega");
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"), Pioneer First Polish
Trust Fund Joint Stock Company,
S.A. ("PFPT") and Pioneer Czech
Investment Company, A.S.
("Pioneer Czech"); Chairman,
President and Trustee of all of
the Pioneer mutual funds;
Director of Pioneer Global Equity
Fund Plc, Pioneer Global Bond
Fund Plc, Pioneer DM Cashfunds
Plc, Pioneer European Equity Fund
Plc, Pioneer Central & Eastern
Europe Fund Plc and Pioneer US
Real Estate Fund Plc; and
Partner, Hale and Dorr LLP
(counsel to PGI and the Fund).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SHARES OF BENEFICIAL
INTEREST OF EACH FUND
NAME, AGE, BENEFICIALLY OWNED
POSITION(S) WITH PRINCIPAL OCCUPATION FIRST AND PERCENTAGE OF TOTAL
THE TRUST OR EMPLOYMENT BECAME A SHARES OUTSTANDING
AND ADDRESS AND TRUSTEESHIPS(1) TRUSTEE ON MARCH 2, 1998(2)
- ----------------------- --------------------------------- -------- -----------------------
<S> <C> <C> <C>
MARY K. BUSH President, Bush & Co., an 1997 Capital Growth
(49) international financial advisory Fund:
Trustee firm, since 1991; -0-
4201 Cathedral Ave. NW Director/Trustee of Mortgage
Apt. 1016E Guaranty Insurance Corporation, Equity-Income Fund:
Washington, DC 20016 Novecon Management Company, -0-
Hoover Institution, Folger
Shakespeare Library, March of Gold Shares:
Dimes, Project 2000, Inc. -0-
(not-for-profit organization),
Small Assistance Fund and
Wilberforce University; Advisory
Board member, Washington Mutual
Investors Fund, a registered
investment company; U.S.
Alternate Executive Director,
International Monetary Fund
(1984-1988); and Managing
Director, Federal Housing Finance
Board (1989-1991). Trustee of all
of the Pioneer mutual funds,
except Pioneer Variable Contracts
Trust.

RICHARD H. EGDAHL, M.D. Professor of Management, Boston 1992 Capital Growth
(71) University School of Management; Fund:
Trustee Professor of Public Health, 1,939.538
Boston University Boston University School of 0.002%
Health Policy Institute Public Health; Professor of
55 Bay State Road Surgery, Boston University School Equity-Income Fund:
Boston, MA 02115 of Medicine; Director, Boston -0-
University Health Policy
Institute and Boston Medical Gold Shares:
Center; Executive Vice President -0-
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.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SHARES OF BENEFICIAL
INTEREST OF EACH FUND
NAME, AGE, BENEFICIALLY OWNED
POSITION(S) WITH PRINCIPAL OCCUPATION FIRST AND PERCENTAGE OF TOTAL
THE TRUST OR EMPLOYMENT BECAME A SHARES OUTSTANDING
AND ADDRESS AND TRUSTEESHIPS(1) TRUSTEE ON MARCH 2, 1998(2)
- ----------------------- --------------------------------- -------- -----------------------
<S> <C> <C> <C>
MARGARET B.W. GRAHAM Founding Director, The Winthrop 1990 Capital Growth
(50) Group, Inc. (consulting firm); Fund:
Trustee Manager of Research Operations, -0-
The Keep Xerox Palo Alto Research Center,
P.O. Box 110 from 1991 to 1994; Professor of Equity-Income Fund:
Little Deer Isle, ME Operations Management and -0-
04650 Management of Technology and
Associate Dean, Boston University Gold Shares:
School of Management from 1989 to -0-
1993; and Trustee of all of the
Pioneer mutual funds, except
Pioneer Variable Contracts Trust.
JOHN W. KENDRICK Professor Emeritus, George 1990 Capital Growth
(80) Washington University; Director, Fund:
Trustee American Productivity and Quality 2,017.222
636 Waterway Dr., Center; Adjunct Scholar, American 0.002%
Falls Church, VA 22044 Enterprise Institute; Economic
Consultant; and Trustee of all of Equity-Income Fund:
the Pioneer mutual funds, except 295.775
Pioneer Variable Contracts Trust. 0.001%
Gold Shares:
202.983
0.003%

MARGUERITE A. PIRET President, Newbury, Piret & 1990 Capital Growth
(49) Company, Inc. (merchant banking Fund:
Trustee firm); Trustee of Boston Medical 620.529
One Boston Place Center; and a Member of the Board 0.001%
Suite 2635 of Governors of the Investment
Boston, MA 02108 Company Institute ("ICI"); and Equity-Income Fund:
Trustee of all of the Pioneer 55.897
mutual funds. 0.000%
Gold Shares:
112.940
0.002%
DAVID D. TRIPPLE* Executive Vice President and a 1990 Capital Growth
(53) Director of PGI; President, Chief Fund:
Executive Vice Investment Officer and a Director -0-
President of PMC; Director of PFD, PCC, Equity-Income Fund:
and Trustee PIntl, PMIL, First Russia, Omega, -0-
60 State Street Pioneer SBIC Corporation
Boston, MA 02109 ("Pioneer SBIC"), PMIL, Pioneer Gold Shares:
Global Equity Fund Plc, Pioneer 29,533.748
Global Bond Fund Plc, Pioneer DM 0.461%
Cashfonds Plc, Pioneer European
Equity Fund Plc, Pioneer Central
& Eastern Europe Fund Plc and
Pioneer US Real Estate Fund Plc;
and Executive Vice President and
Trustee of all of the Pioneer
mutual funds.
</TABLE>

<PAGE>

STEPHEN K. WEST Of Counsel to Sullivan & Cromwell 1993 Capital Growth
(69) (law firm); Trustee, The Winthrop Fund:
Trustee Focus Funds (mutual funds); and 451.875
125 Broad Street Trustee of all of the Pioneer 0.000%
New York, NY 10004 mutual funds.
Equity-Income Fund:
366.435
0.001%

Gold Shares:
8,240.027
0.129%

JOHN WINTHROP President, John Winthrop & Co., 1990 Capital Growth
(61) Inc. (private investment firm); Fund:
Trustee Director of NUI Corp., (energy 2,429.615
One North Adgers Wharf sales, services and 0.002%
Charleston, SC 29401 distribution); Trustee of
Alliance Capital Reserves, Equity-Income Fund:
Alliance Government Reserves and 1,836.063
Alliance Tax Exempt Reserves; and 0.006%
Trustee of all of the Pioneer
mutual funds, except Pioneer Gold Shares:
Variable Contracts Trust. 5,905.607
0.092%
</TABLE>

- ---------------

* Messrs. Cogan and Tripple are "interested persons" of the Trust and PMC
within the meaning of Section 2(a)(19) of the 1940 Act.

(1) Each nominee also serves as a trustee for each of the open-end investment
companies (mutual funds) in the Pioneer family of mutual funds, for Pioneer
Interest Shares, a closed-end investment company, and for each of the ten
portfolios of the Pioneer Variable Contracts Trust (except Messrs. Kendrick
and Winthrop and Mmes. Graham and Bush, who do not serve as Trustees for
Pioneer Variable Contracts Trust). Except for Ms. Bush, each Trustee was
most recently elected by the shareholders of the Trust in 1993. Ms. Bush was
elected by the other Trustees in 1997.

(2) As of March 2, 1998, the Trustees and officers of the Trust beneficially
owned, directly or indirectly, in the aggregate less than 1% of the Trust's
outstanding shares.

Ms. Piret, Mr. West and Mr. Winthrop serve on the Audit Committee of the
Board of Trustees. The functions of the Audit Committee include recommending
independent auditors to the Trustees, monitoring the independent auditors'
performance, reviewing the results of audits and responding to certain other
matters deemed appropriate by the Trustees. Ms. Graham, Ms. Piret and Mr.
Winthrop also serve on the Nominating Committee of the Board of Trustees. The
primary responsibility of the Nominating Committee is the selection and
nomination of candidates to serve as independent trustees. The Nominating
Committee will also consider nominees recommended by shareholders to serve as
Trustees provided that shareholders submitting such recommendations comply with
all relevant provisions of Rule 14a-8 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").

During the fiscal year ended October 31, 1997, the Board of Trustees held
twelve meetings, the Audit Committee held eleven meetings and the Nominating
Committee

<PAGE>

held one meeting. All of the current Trustees and Committee Members then serving
attended at least 75% of the meetings of the Board of Trustees or applicable
committee, if any, held during the fiscal year ended October 31, 1997.

OTHER EXECUTIVE OFFICERS

In addition to Messrs. Cogan and Tripple, who serve as executive officers
of the Trust, the following table provides information with respect to the other
executive officers of the Trust. Each executive officer is elected by the Board
of Trustees and serves until his successor is chosen and qualified or until his
resignation or removal by the Board. The business address of all officers of the
Trust is 60 State Street, Boston, Massachusetts 02109.

<TABLE>
<CAPTION>
NAME, AGE AND POSITION WITH THE TRUST PRINCIPAL OCCUPATIONS(S)
- ------------------------------------- -------------------------------------------
<S> <C>
WILLIAM H. KEOUGH, 60, Treasurer Senior Vice President, Chief Financial
Officer and Treasurer of PGI; Treasurer of
PFD, PMC, PSC, PCC, PIntl, PMT, PGL, First
Russia, Omega, Pioneer SBIC, and each fund
in the Pioneer family of mutual funds.

JOSEPH P. BARRI, 51, Secretary Secretary of PGI, PMC, PCC, PIntl, PMT,
First Russia, Omega and PCC and each fund in
the Pioneer family of mutual funds; Clerk of
PFD and PSC and Partner, Hale and Dorr LLP
(Counsel to the Trust).
</TABLE>

REMUNERATION OF TRUSTEES AND OFFICERS

The following table provides information regarding the compensation paid by
the Trust and the other investment companies in the Pioneer family of mutual
funds to the Trustees for their services as indicated below. Compensation paid
by the Trust to Messrs. Cogan and Tripple, interested persons of PMC, is
reimbursed to the Trust by PMC. The Trust pays no salary or other compensation
to its officers.

<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM THE TRUST
AGGREGATE AND OTHER FUNDS
COMPENSATION IN THE PIONEER FAMILY
TRUSTEE FROM THE TRUST+ OF MUTUAL FUNDS++
------- --------------- ---------------------
<S> <C> <C>
John F. Cogan, Jr. $ 1,500.00* $ 12,000.00*
Mary K. Bush** 2,979.00 30,000.00
Richard H. Egdahl, M.D. 8,886.00 62,000.00
Margaret B.W. Graham 8,886.00 60,000.00
John W. Kendrick 8,886.00 55,800.00
Marguerite A. Piret 11,783.00 80,000.00
David D. Tripple 1,500.00 12,000.00
Stephen K. West 9,809.00 63,800.00
John Winthrop 10,250.00 69,000.00
---------- -----------
Totals $64,479.00 $444,600.00
========== ===========
</TABLE>

- ---------------

* PMC fully reimbursed the Trust and the other funds in the Pioneer family of
mutual funds for compensation paid to Messrs. Cogan and Tripple.

** Ms. Bush was first elected as a Trustee in June, 1997.

+ For the fiscal year ended October 31, 1997.

++ For the calendar year ended December 31, 1997.

<PAGE>

INVESTMENT ADVISER

PMC, whose executive offices are located at 60 State Street, Boston,
Massachusetts 02109, serves as investment adviser to the Trust. For additional
information concerning the ownership of PMC, see the Appendix.

REQUIRED VOTE

In accordance with the Trust's Agreement and Declaration of Trust, the vote
of a plurality of all of the shares of the Trust voted at the Meeting is
sufficient to elect the nominees.

PROPOSAL 3

APPROVAL OF AN AGREEMENT AND PLAN PROVIDING FOR THE
REORGANIZATION OF THE FUNDS FROM SERIES OF A MASSACHUSETTS
BUSINESS TRUST TO THREE DISTINCT DELAWARE BUSINESS TRUSTS

GENERAL

At a meeting held on January 8, 1998, the Trustees who were present
unanimously approved, subject to the approval of shareholders of the Funds, an
Agreement and Plan of Reorganization (the "Plan of Reorganization") in the form
attached to this Proxy Statement as Exhibit A. The Plan of Reorganization
provides for the reorganization (the "Reorganization") of the Funds, currently
three series of a single Massachusetts business trust (the "Current Funds"),
into three distinct, newly established Delaware business trusts. Prior to the
Reorganization, the newly established Delaware business trusts will have no
assets or operations other than such minimum assets supplied by PMC or one of
its affiliates as may be required to establish independent SEC registrations.

The Reorganization will entail creating three Delaware business trusts (the
"Successor Funds"). Following the Reorganization, the Successor Funds will carry
on the business of the Current Funds. If the shareholders approve the proposed
changes to the Funds' fundamental investment policies described in Proposals
4(a), 4(b), and 4(c), each Fund's operations will change accordingly, to the
extent approved. If these changes are not approved, the Successor Funds will
have investment policies and restrictions that are identical to the investment
policies and restrictions of the Current Funds. Each of the Successor Funds will
also enter into a management contract and other service agreements which provide
the same services on the same terms as those applicable to the Current Funds. In
the event that the Proposed Contracts for Capital Growth Fund and Equity-Income
Fund are approved by such Funds' respective shareholders, the applicable
Successor Funds would enter into contracts substantially identical to the
Proposed Contracts. Shareholders should be aware that there may be deemed to
occur a momentary inconsistency with certain of the Current Funds' policies and
restrictions (such as restrictions on investments in any one issuer and
investments in other investment companies) during the Reorganization.

<PAGE>

The principal differences between a Delaware business trust and a
Massachusetts business trust as forms of organization are discussed below under
the caption "Comparison of Business Trusts under Delaware Law and Massachusetts
Law." Approval of the Reorganization also constitutes approval of the
termination of the Current Funds in accordance with Massachusetts law. Following
the Reorganization, PMC will serve as investment adviser for the Successor Funds
under a management contract which will have been approved by the Board of
Trustees of each of the Successor Funds and by the Current Funds, each as sole
shareholder of a corresponding Successor Fund, as further discussed below under
the caption "Summary of the Plan of Reorganization."

REASONS FOR THE PROPOSED REORGANIZATION

Each of the Current Funds presently is organized as a series of a single
Massachusetts business trust. The proposed form of organization of each Fund as
a distinct Delaware business trust offers certain advantages over the current
form of organization as three series of a single Massachusetts business trust.
The advantages include granting the Trustees greater power to amend the Delaware
Declaration of Trust without shareholder approval, although this advantage could
also be achieved under Massachusetts law by amending the Current Funds'
Declaration of Trust. Other advantages of the Delaware Declaration of Trust
compared to the Current Funds' Declaration of Trust, discussed in more detail
below, include clearer limitations upon liability of shareholders and trustees
and greater flexibility in methods of voting.

COMPARISON OF BUSINESS TRUSTS UNDER DELAWARE LAW AND MASSACHUSETTS LAW

Limitation of Shareholders' and Series' Liability. Delaware law provides
that the shareholders of a Delaware business trust shall not be subject to
liability for the debts or obligations of the trust. Under Massachusetts law,
shareholders of a Massachusetts business trust (such as the Current Funds'
shareholders) may, under certain circumstances, be liable for the debts and
obligations of that trust. Although the risk of liability of shareholders of a
Massachusetts business trust who do not participate in the management of the
trust may be remote, the Board of Trustees has determined that Delaware law
affords greater protection against potential shareholder liability. Similarly,
Delaware law provides that, to the extent that a Delaware business trust issues
multiple series of shares, each series shall not be liable for the debts or
obligations of any other series, another potential, although remote, risk in the
case of multiple series of a Massachusetts business trust (such as the Current
Funds). While the Trustees believe that a series of a Massachusetts business
trust will only be liable for its own obligations, there is no direct statutory
or judicial support for that position.

Limitation of Trustee Liability. Delaware law provides that, except to the
extent otherwise provided in a trust's declaration of trust or bylaws, trustees
will not be personally liable to any person (other than the business trust or a
shareholder thereof) for any act, omission or obligation of the business trust
or any trustee thereof. Delaware law also provides that a trustee's actions
under a Delaware business trust's declaration of trust or bylaws will not
subject the trustee to liability to the business trust or its shareholders if
the trustee takes such action in good faith reliance on the provisions of the
business trust's declaration of trust or bylaws. The declaration of trust of a

<PAGE>

Massachusetts business trust may limit the liability of a trustee who is not
also an officer of the trust, for breach of fiduciary duty except for, among
other things, any act or omission not in good faith which involves intentional
misconduct or a knowing violation of law or any transaction from which such
trustee derives an improper direct or indirect financial benefit. The Trustees
believe that such limitations on liability under Delaware law are consistent
with those applicable to directors of a corporation under Delaware law and will
be beneficial in attracting and retaining in the future qualified persons to act
as trustees.

Shareholder Voting. Delaware law provides that a Delaware business trust's
declaration of trust or bylaws may set forth provisions related to voting in any
manner. This provision appears to permit trustee and shareholder voting through
computer or electronic media. For an investment company with a significant
number of institutional shareholders, all with access to computer or electronic
networks, the use of such voting methods could significantly reduce the costs of
shareholder voting. However, the advantage of such methods may not be realizable
unless the SEC modifies its proxy rules. Also, as required by the 1940 Act,
votes on certain matters by trustees would still need to be taken at actual
in-person meetings.

Board Composition. Delaware law explicitly provides that separate boards
of trustees may be authorized for each series of a Delaware business trust.
Whether separate boards of trustees can be authorized for series of a
Massachusetts business trust is unclear under Massachusetts law. As always, the
establishment of any board of trustees of a registered investment company must
comply with applicable securities laws, including the provision of the 1940 Act
regarding the election of trustees by shareholders. Establishing separate boards
of trustees would, among other things, enable the series of a Delaware business
trust to be governed by individuals who are more familiar with such series'
particular operations.

COMPARISON OF THE CURRENT FUNDS' DECLARATION OF TRUST UNDER MASSACHUSETTS LAW
AND DELAWARE DECLARATIONS OF TRUST UNDER DELAWARE LAW

It is anticipated that the Delaware business trusts will be required to
hold fewer shareholder meetings than the Massachusetts business trust,
potentially further reducing costs. Although neither a Delaware business trust
nor a Massachusetts business trust is required to hold annual shareholder
meetings, Delaware law affords to the Trustees the ability to adapt the Delaware
business trust to future contingencies without the necessity of holding a
special shareholder meeting. The Trustees may have the power to amend the
business trust's governing instrument to create a class or series of beneficial
interest that was not previously outstanding; to dissolve the business trust; to
incorporate the Delaware business trust; to merge or consolidate with another
entity; to sell, lease, exchange, transfer, pledge or otherwise dispose of all
or any part of the business trust's assets; to cause any series to become a
separate trust; and to change the Delaware business trust's domicile -- all
without shareholder vote. Any exercise of authority by the Trustees will be
subject to applicable state and federal law. The flexibility of Delaware
business trusts should help to assure that the Delaware business trusts always
operate under the most advantageous form of organization and are intended to
reduce the

<PAGE>

expense and frequency of future shareholder meetings for non-investment-related
operational issues.

TRUSTEES' RECOMMENDATION

After considering the matters discussed above and other matters deemed to
be relevant, the Trustees determined that the Reorganization (i) is in the best
interest of the Current Funds and (ii) will not result in dilution of the
interest of the shareholders of any of the Current Funds. The Trustees present
at the meeting held on January 8, 1998, unanimously voted to recommend to the
shareholders each of the Current Funds that they approve the Reorganization.

REQUIRED VOTE

For each of the Current Funds, approval of the Agreement and Plan of
Reorganization requires the affirmative vote of a majority of the outstanding
shares. The Trustees have determined that the Reorganization will not proceed as
described above unless the shareholders of each of the Current Funds approve the
Reorganization. In the event that the shareholders of any of the Current Funds
do not vote in favor of the Reorganization, the Trustees will determine what
further action, if any, to take, including the possibility of resubmitting the
proposal at a later time.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND APPROVE THE
AGREEMENT AND PLAN OF REORGANIZATION PROVIDING FOR THE REORGANIZATION OF THE
FUNDS FROM THREE SERIES OF A SINGLE MASSACHUSETTS BUSINESS TRUST TO THREE
DISTINCT DELAWARE BUSINESS TRUSTS

SUMMARY OF THE PLAN OF REORGANIZATION

The following discussion summarizes certain terms of the Plan of
Reorganization. The summary of the Plan of Reorganization is qualified in its
entirety by the provisions of the form of Plan of Reorganization, which is
attached to this Proxy Statement as Exhibit A. Assuming the Plan of
Reorganization is approved, and the Funds are able to obtain the necessary
consent, approval, authorization or order of any court or governmental
authority, it is currently contemplated that the Reorganization will become
effective at the close of business on or about April 30, 1998.

In order to accomplish the Reorganization, three Delaware business trusts
will be formed, each with a single series corresponding to one of the Current
Funds. On the closing date of the Reorganization (the "Closing Date"), each of
the Current Funds will transfer all of its assets to one Successor Fund in
exchange for the assumption by each Successor Fund of all the liabilities of the
corresponding Current Fund and the issuance to each Current Fund of shares of
beneficial interest of the corresponding Successor Fund ("Successor Fund
shares") equal to the value (as determined by using the procedures set forth in
the Current Fund's current prospectus) on the date of the exchange of the
Current Fund's net assets. Each Current Fund as sole shareholder of the
corresponding Successor Fund, will then vote on certain matters that require
shareholder approval, as described below. Immediately thereafter, the Current
Funds will liquidate and distribute corresponding Successor Fund shares to each
Current Fund shareholder

<PAGE>

pro rata in proportion to the Current Fund shareholder's beneficial interest in
the Current Fund ("Current Fund shares") in exchange for his or her Current Fund
shares. After such distributions of Successor Fund shares, the Current Funds
will each, as soon as practicable thereafter, be wound up and terminated.
Certificates evidencing full or fractional Successor Fund shares will not be
mailed to shareholders. UPON COMPLETION OF THE REORGANIZATION, EACH CURRENT FUND
SHAREHOLDER WILL BE THE OWNER OF FULL AND FRACTIONAL SUCCESSOR FUND SHARES EQUAL
IN NUMBER AND AGGREGATE NET ASSET VALUE TO HIS OR HER CORRESPONDING CURRENT FUND
SHARES AS OF THE DATE OF THE EXCHANGE.

As described above, the Plan of Reorganization authorizes each of the
Current Funds as the then sole shareholder of a corresponding Successor Fund (i)
to elect as Trustees of the Delaware business trust the persons who currently
serve as Trustees of the Massachusetts business trust; (ii) to ratify the
selection of the independent accountants; (iii) to approve an investment
advisory agreement for the corresponding Successor Fund; and (iv) to approve the
Rule 12b-1 plan of distribution for the corresponding Successor Fund. With
respect to the foregoing matters, each Successor Fund will vote after the Board
of Trustees of such Successor Fund has approved such matters.

The newly elected Trustees will hold office without limit in time except
that (i) any Trustee may resign; (ii) any Trustee may be removed by written
instrument signed by at least a majority of the Trustees prior to removal; and
(iii) a Trustee may be removed at any special meeting of the shareholders of a
Successor Fund by a vote of two-thirds of the outstanding shares of such
Successor Fund. In case a vacancy shall for any reason exist, the remaining
Trustees of the Successor Fund for which the vacancy exists will fill such
vacancy by appointing another Trustee so long as, immediately after such
appointment, at least two-thirds of the Trustees have been elected by the
shareholders of the Successor Fund.

If, at any time prior to the Closing Date, (a) the Trustees determine that
it would not be in the best interest of any of the Current Funds or the
shareholders to proceed with the execution of the Plan of Reorganization, or (b)
the Funds are unable to obtain the consent, approval, authorization or order of
any court or governmental authority, the Reorganization may not go forward,
notwithstanding the approval of the Reorganization by the shareholders at the
Meeting. The obligations of the Current Funds under the Plan of Reorganization
are subject to various conditions as stated therein. In order to provide against
unforeseen events, the Plan of Reorganization may be terminated or amended at
any time prior to the Reorganization by mutual agreement of the Trustees of the
Current Funds and the Successor Funds. The Current Funds and the Successor Funds
may at any time waive compliance with any of the covenants and conditions
contained in, or may amend the Plan of Reorganization; provided that such waiver
or amendment does not materially adversely affect the interests of shareholders
of the Current Funds.

NEW SEC REGISTRATIONS

Under the Reorganization, the Successor Fund to Capital Growth Fund will
assume the Trust's existing registration statements under the Securities Act of
1933, as amended (the "1933 Act") and the 1940 Act. The remaining two Successor
Funds will each

<PAGE>

establish new 1933 Act and 1940 Act registrations prior to the Closing Date.
Accordingly, following the Reorganization, each Successor Fund will be
separately registered with the SEC. This is necessary because each Successor
Fund is a separate legal entity, whereas the Current Funds are series of a
single Massachusetts business trust.

CONTINUATION OF SHAREHOLDER ACCOUNTS AND SERVICES

The Successor Funds' transfer agent, PSC, will establish accounts for all
shareholders of the Successor Funds containing the appropriate number of
Successor Fund shares to be received by that shareholder under the Plan of
Reorganization. Such accounts will be identical in all material respects to the
accounts currently maintained by PSC for each Current Fund shareholder.
Shareholders who have elected to receive a particular service, such as telephone
redemptions or exchanges or Pioneer Investomatic Plans, will continue to receive
such services as shareholders of one of the Successor Funds without any further
action.

EXPENSES OF THE REORGANIZATION

PMC will bear all expenses associated with the transactions contemplated by
the Plan of Reorganization.

TAX CONSEQUENCES OF THE REORGANIZATION

It is a condition to the consummation of the Reorganization that the Funds
receive on or before the Closing Date an opinion from counsel, Hale and Dorr
LLP, substantially to the effect that, among other things, for federal income
tax purposes the transactions contemplated by the Plan of Reorganization will
constitute a reorganization under Section 368(a)(1) of the Internal Revenue Code
of 1986, as amended, and that, consequently, no gain or loss will be recognized
for federal income tax purposes by the Current Funds or their shareholders upon
(1) the transfer of all of the assets of each Current Fund to the corresponding
Successor Fund in exchange solely for Successor Fund shares and the assumption
by each Successor Fund of the corresponding Current Fund's liabilities or (2)
the distribution, by each Current Fund, of the corresponding Successor Fund
shares, in liquidation of the Current Funds, to the shareholders in exchange for
Current Funds shares. The opinion will further state, among other things, that
(i) the federal tax basis of Successor Fund shares to be received by
shareholders of the Current Funds will be the same as the federal tax basis of
the shares of the Current Funds surrendered in exchange therefor and (ii) each
shareholder's federal tax holding period for his or her Successor Fund shares
will include such shareholder's holding period for the Current Fund shares
surrendered in exchange therefor, provided that such Current Fund shares were
held as capital assets on the date of the exchange.

DESCRIPTION OF CERTAIN PROVISIONS OF THE SUCCESSOR FUNDS' DELAWARE DECLARATIONS
OF TRUST

The following is a summary of certain provisions of the Successor Funds'
Delaware Declarations of Trust.

<PAGE>

Series and Classes. As discussed above, each Delaware Declaration of Trust
would permit the Successor Fund to issue series of its shares which would
represent interests in separate portfolios of investments, including the
corresponding Current Fund. No series would be entitled to share in the assets
of any other series or be liable for the expenses or liabilities of any other
series. The Trustees would also be able to authorize the Successor Funds to
issue additional classes of shares without prior shareholder approval.

Limitations on Derivative Actions. In addition to the requirements under
Delaware law, the Delaware Declarations of Trust provide that a shareholder of
one of the Successor Funds may bring a derivative action on behalf of such
Successor Fund only if the following conditions are met: (a) shareholders
eligible to bring such derivative action under Delaware law who hold at least
10% of the outstanding shares of the Successor Fund, or 10% of the outstanding
shares of the series or class of which such action relates, shall join in the
request for the Trustees to commence such action; and (b) the Trustees must be
afforded a reasonable amount of time to consider such shareholder request and to
investigate the basis of such claim. The Trustees shall be entitled to retain
counsel or other advisers in considering the merits of the request and shall
require an undertaking by the shareholders making such request to reimburse the
Successor Fund for the expense of any such advisers in the event that the
Trustees determine not to bring such action.

Shareholder Meetings and Voting Rights. The Successor Funds are not
required to hold annual meetings of shareholders and do not intend to hold such
meetings. In the event that a meeting of shareholders is held for any Successor
Fund, each share of such Successor Fund shall be entitled to one vote on all
matters presented to shareholders including the election of Trustees.
Shareholders of the Successor Funds do not have cumulative voting rights in
connection with the election of Trustees. Meetings of shareholders of the
Successor Funds, or any series or class thereof, may be called by the Trustees,
certain officers or upon the written request of holders of 10% or more of the
shares entitled to vote at such meetings. The shareholders of the Successor
Funds shall only have the right to vote with respect to the limited number of
matters specified in the corresponding Delaware Declaration of Trust and such
other matters as the Trustees shall determine or shall be required by law.

Indemnification. The Delaware Declarations of Trust of the Successor Funds
provide for indemnification of Trustees, officers and agents of each Successor
Fund provided that no such indemnification shall be provided to any person who
is adjudicated (i) to be liable by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
such person's office or (ii) not to have acted in good faith in the reasonable
belief that such person's actions were in the best interest of the Delaware
business trust.

Each Delaware Declaration of Trust provides that if any present or former
shareholder of any series of the applicable Successor Fund shall be held
personally liable solely by reason of such person being or having been a
shareholder and not because of such shareholder's acts or omissions or for some
other reason, such shareholder (or their heirs, executors, administrators or
other legal representatives or in the case of any

<PAGE>

entity, its general successor) shall be entitled, out of the assets belonging to
the applicable series, to be held harmless from and indemnified against all loss
and expense arising from such liability. The Successor Fund, on behalf of any
affected series, shall, upon request by the shareholder, assume the defense of
any claim made against such shareholder for any act or obligation of the series
and satisfy any judgment thereon from the assets of the series.

Termination. The Delaware Declarations of Trust would permit termination
of a Successor Fund or of any series or class of a Successor Fund (i) by a
majority of the shareholders at a meeting of shareholders of such Successor
Fund, series or class; or (ii) by a majority of the Trustees without shareholder
approval if the Trustees determine that such action is in the best interest of
the Trust or its shareholders. The factors and events that the Trustees may take
into account in making such determination include (i) the inability of the
Successor Fund, or any successor series or class to maintain their assets at an
appropriate size; (ii) changes in laws or regulations governing them or
affecting assets of the type in which they invest; or (iii) economic
developments or trends having a significant adverse impact on their business or
operations. Termination of any of the Current Funds requires the affirmative
1940 Act Majority Vote of the Fund.

Merger, Consolidation, Sale of Assets, Etc. Each Delaware Declaration of
Trust would authorize the Trustees of a Successor Fund without shareholder
approval to specifically permit such Successor Fund, or any series thereof, to
merge or consolidate with any corporation, association, trust or other
organization or sell or exchange all or substantially all of the property
belonging to the Successor Fund, or any series thereof. The Current Declaration
of Trust does not specifically provide for mergers or consolidations of any of
the Current Funds. A sale of assets of any of the Current Funds requires an
affirmative 1940 Act Majority Vote of the Fund.

Amendments. Each Delaware Declaration of Trust would permit the Trustees
to amend the Delaware Declaration of Trust without a shareholder vote; provided
that shareholders of each of the Successor Funds shall have the right to vote on
any amendment (i) that would affect the voting rights of shareholders, (ii) with
respect to which shareholder approval is required by law; (iii) that would amend
this provision of the Declaration of Trust; and (iv) with respect to any other
matter that the Trustees determine to submit to shareholders. Any amendment to
the Current Funds' Declaration of Trust, except an amendment changing the name
of the Funds or supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent provision of the
Declaration of Trust, requires the affirmative 1940 Act Majority Vote of each of
the Current Funds.

<PAGE>

PROPOSALS 4(a), 4(b) AND 4(c)

AMENDMENTS TO AND ELIMINATION OF CERTAIN
INVESTMENT RESTRICTIONS

GENERAL

The Trustees of the Trust recommend that shareholders approve the
amendments to and elimination of certain of the Trust's investment restrictions
as described in detail below, such restrictions set forth in the Trust's
Statement of Additional Information.

Each Proposal requires the separate approval of the shareholders of the
Trust. Each of these restrictions is a fundamental investment policy that may
only be changed by an affirmative 1940 Act Majority Vote. See "Required Vote"
below.

4(a). AMENDMENT TO FUNDAMENTAL INVESTMENT RESTRICTION REGARDING BORROWING

The Trust's existing fundamental investment restriction regarding borrowing
states that each of the Funds may not:

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);

If amended as proposed, the restriction will provide that each of the Funds
may not:

borrow money, except from banks as a temporary measure to
facilitate the meeting of redemption requests or for extraordinary or
emergency purposes and except pursuant to reverse repurchase
agreements or dollar rolls, in all cases in amounts not exceeding
33 1/3% of the Fund's total assets (including the amount borrowed)
taken at market value.

The 1940 Act requires that a fund state a fundamental policy regarding
borrowing. The amendment is being proposed (1) to clarify that each of the Funds
may borrow from banks both for extraordinary or emergency purposes and to meet
redemptions and (2) to give each of the Funds the future ability to engage in
reverse repurchase agreements and dollar rolls without the need for shareholder
approval. Each of the Funds will not purchase securities while outstanding
borrowings exceed 5% of the Fund's total assets.

The Trust has agreed that as long as the Funds are registered in the
Federal Republic of Germany, Austria or Switzerland, no Fund may, subject to the
constraints described in the Statement of Additional Information, borrow money
in amounts exceeding 10% of a Fund's total assets (including the amount
borrowed) taken at market value.

Reverse repurchase agreements involve sales by a fund of portfolio assets
concurrently with an agreement by the fund to repurchase the same assets at a
later date at a fixed price. During the reverse repurchase agreement period, the
fund continues to receive principal and interest on these securities and also
has the opportunity to earn a return on the collateral furnished by the
counterparty to secure its obligation to redeliver the securities. Dollar rolls
are transactions in which a fund sells securities for delivery in

<PAGE>

the current month and simultaneously contracts to repurchase similar securities
on a specified future date. During the roll period, the fund forgoes principal
and interest paid on the securities. The fund is compensated by the difference
between the current sales price and the forward price for the future purchase
(often referred to as the "drop") as well as by the interest earned on the cash
proceeds of the initial sale.

In regard to the permitted uses of bank borrowings, clarification is
necessary because the current restriction is not explicit with respect to each
Fund's ability to borrow for extraordinary or emergency purposes other than to
meet redemptions. In regard to reverse repurchase agreements and dollar rolls,
each of the Funds does not currently engage or intend to engage in either of
these investment practices in the coming year. However, because these common
practices may be deemed to constitute borrowings, the Trustees believe it is
best to create the flexibility to introduce such practices at some future time
without the need for shareholder approval if this becomes desirable. In such
event, the Prospectus and Statement of Additional Information would be amended
accordingly, including the addition of appropriate risk disclosure.

4(b). ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTION REGARDING VOTING
SECURITIES OF A SINGLE ISSUER

The Trust's existing fundamental investment restriction regarding
investment in voting securities of a single issuer states that each of the Funds
may not:

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;

The 1940 Act does not impose any limitation upon investment in voting
securities of a single issuer. This policy originally was adopted in accordance
with state blue sky requirements that are no longer applicable. The change is
being proposed to permit each of the Funds to invest in such securities to the
extent that PMC believes that such investment would be beneficial to the Trust
and would not involve undue risk. In general, PMC believes it would be
advantageous for each of the Funds to have the flexibility to invest in
securities of an issuer without a formal restriction on the percentage of
outstanding voting securities of such issuer owned by each Fund. Nevertheless,
in order to continue to qualify as a "diversified" investment company under the
1940 Act, each Fund is subject to a requirement that it may not invest in more
than 10% of the outstanding voting securities of a single issuer with respect to
75% of its total assets. Each Fund may only be changed to a non-diversified
investment company by vote of the Fund's shareholders. There is no current
intention to change the classification of any of the Funds from diversified to
non-diversified investment companies.

<PAGE>

4(c). AMENDMENT OF THE REQUIREMENT FOR SHAREHOLDER APPROVAL FOR THE
MODIFICATION OF CERTAIN INVESTMENT RESTRICTIONS

The Trust's existing investment restriction states that 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; (vi) redeem its securities in-kind; or
(vii) invest in interests in oil, gas or other mineral exploration or
development leases or programs.

Further, as long as the Funds are registered in Switzerland, no Fund may
without the prior approval of its shareholders:

(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.

If amended as proposed, the restrictions described in this Proposal 4(c)
will provide that:

In the case of a change in the laws of Germany, Austria or
Switzerland applicable to the Funds, the Trustees have the right to
adjust the above restrictions relating to the Funds' registrations in
these countries accordingly without the prior approval of the
shareholders.

The Trust has agreed to certain investment restrictions as a condition of
registration in the Federal Republic of Germany, Austria and Switzerland.
Currently, the Board of Trustees may not modify these restrictions to take
advantage of changing regulatory policies in foreign jurisdictions without
incurring the expense and delay associated with obtaining shareholder approval.
Proposal 4(c), if approved, would allow the Funds the flexibility to amend the
above investment restrictions to take advantage of changes in

<PAGE>

regulatory policies in these jurisdictions without the need to seek shareholder
approval. The investment restrictions could then be changed with the approval of
the Trustees provided the Trustees consider such changes to be in the best
interests of the Funds. No change would be effected until the Funds'
Prospectuses and Statements of Additional Information had been amended or
supplemented as necessary to reflect the change.

TRUSTEES' RECOMMENDATIONS

At a meeting of the Trustees held on January 8, 1998, the Trustees
unanimously approved, and voted to recommend to the shareholders of the Trust
that they approve the proposed amendments and elimination of certain of the
Trust's investment restrictions. In taking such action and making such
recommendations, the Trustees considered the fact that the proposed changes will
provide clarification relating to certain investment restrictions and
flexibility to adjust to changing regulations and markets and new investment
techniques without continually incurring the significant expense involved in
soliciting proxies and holding shareholder meetings. The Trustees believe that
this increased clarity and flexibility will be beneficial to present
shareholders as well as potential investors.

Except as described in this Proxy Statement, approval of the proposed
changes will not result in changes in the Trustees, officers, investment
programs and services or any operations that are described in the Funds' current
Prospectuses and the Trust's Statement of Additional Information.

REQUIRED VOTE

Adoption of each of Proposals 4(a), 4(b) and 4(c) requires the affirmative
1940 Act Majority Vote of the Trust. If any of the proposals are not approved by
the shareholders of the Trust, the Trust will continue to adhere to the current
investment restriction(s) as to which no change has been approved.

Please note that the Trust is registered in Germany, Austria and
Switzerland and that any change made to the Trust's investment restrictions is
subject to review by German, Austrian and Swiss securities authorities. Such
authorities may require investment restrictions more restrictive than those
approved by shareholders. Accordingly, in such event the change to the Trust's
investment restrictions approved hereby will only take effect to the extent
approved by German, Austrian and Swiss securities authorities.

FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES RECOMMEND THAT THE
SHAREHOLDERS OF THE TRUST VOTE IN FAVOR OF THE APPROVAL OF THE PROPOSAL TO AMEND
THE INVESTMENT RESTRICTION REGARDING BORROWING, TO ELIMINATE THE INVESTMENT
RESTRICTION REGARDING VOTING SECURITIES OF A SINGLE ISSUER AND TO AMEND THE
REQUIREMENT FOR SHAREHOLDER APPROVAL FOR THE MODIFICATION OF CERTAIN INVESTMENT
RESTRICTIONS.

<PAGE>

PROPOSAL 5

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The firm of Arthur Andersen LLP has served as the Trust's independent
public accountant since the Trust's 1990 fiscal year. Audit services during the
fiscal year ended October 31, 1997, consisted of examinations of the Trust's
financial statements for this period and reviews of the Trust's filings with the
SEC.

The Board of Trustees, including a majority of the Trustees who are not
"interested persons" of the Trust or PMC, has selected Arthur Andersen LLP as
each Fund's independent public accountants for the fiscal year ending October
31, 1998, subject to shareholder ratification at the Meeting. A representative
of Arthur Andersen LLP is expected to be available at the Meeting to make a
statement if he or she desires to do so and to respond to appropriate questions.
Arthur Andersen LLP has advised the Trust that it has no direct or indirect
financial interest in the Trust.

REQUIRED VOTE

The ratification of the selection of Arthur Andersen LLP as independent
public accountants for the fiscal year ending October 31, 1998, requires the
affirmative vote of a majority of the shares of the Trust, present in person or
by proxy and entitled to vote at the meeting.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE IN FAVOR OF THE
RATIFICATION OF ARTHUR ANDERSEN LLP AS THE FUNDS' INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING OCTOBER 31, 1998.

OTHER MATTERS

SHAREHOLDER PROPOSALS

Each of the Funds is not required to hold annual meetings of shareholders
and does not currently intend to hold such a meeting of shareholders in 1999.

SHARES HELD IN RETIREMENT PLANS

PGI, as trustee or custodian of certain retirement plans, is permitted to
vote any shares held in such plans and will do so if necessary to obtain a
quorum.

PROXIES, QUORUM AND VOTING AT THE MEETING

Any person giving a proxy has the power to revoke it at any time prior to
its exercise by executing a superseding proxy or by submitting a notice of
revocation to the Secretary of the Trust. In addition, although mere attendance
at the Meeting will not revoke a proxy, a shareholder present at the Meeting may
withdraw his or her proxy and vote in person. All properly executed and
unrevoked proxies received in time for the Meeting will be voted in accordance
with the instructions contained in the proxies. If no instruction is given, the
persons named as proxies will vote the shares represented thereby in favor of

<PAGE>

the proposals described above and will use their best judgment in connection
with the transaction of such other business as may properly come before the
Meeting or any adjournment thereof.

A majority of the shares entitled to vote -- present in person or
represented by proxy -- constitutes a quorum for the transaction of business
with respect to any proposal (unless otherwise noted in the Proxy Statement). In
the event that at the time any session of the Meeting is called to order a
quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies which have been received to adjourn the Meeting to a later
date. In the event that a quorum is present but sufficient votes in favor of any
of the proposals, including the election of the nominees to the Board of
Trustees, have not been received, the persons named as proxies may propose one
or more adjournments of the Meeting to permit further solicitation of proxies
with respect to such proposal. Any such adjournment will require the affirmative
vote of more than one half of the shares of the Trust present in person or by
proxy at the session of the Meeting to be adjourned. The persons named as
proxies will vote those proxies which they are entitled to vote in favor of any
such proposal in favor of such an adjournment and will vote those proxies
required to be voted against any such proposal against any such adjournment. A
shareholder vote may be taken on one or more of the proposals in the proxy
statement prior to such adjournment if sufficient votes for its approval have
been received and it is otherwise appropriate. Such vote will be considered
final regardless of whether the Meeting is adjourned to permit additional
solicitation with respect to any other proposal.

Shares of the Trust represented at the Meeting (including, shares which
abstain or do not vote with respect to one or more of the proposals) will be
counted for purposes of determining whether a quorum is present at the Meeting.
Abstentions will be treated as shares that are present and entitled to vote for
purposes of determining the number of shares that are present and entitled to
vote with respect to any particular proposal, but will not be counted as a vote
in favor of such proposal. Accordingly, an abstention from voting on a proposal
has the same legal effect as a vote against the proposal.

Adoption by the shareholders of any of proposals 1(a), 1(b), 4(a), 4(b) and
4(c) require the affirmative vote of the lesser of (i) 67% or more of the voting
securities of the Trust (or the Fund, where applicable) present at the Meeting,
if the holders of more than 50% of the shares of the Trust (or the Fund, where
applicable) are present or represented by proxy at the Meeting, or (ii) 50% or
more of the outstanding shares of the Trust (or the Fund, where applicable). If
a broker or nominee holding shares in "street name" indicates on the proxy that
it does not have discretionary authority to vote as to any proposal, those
shares will not be considered as present and entitled to vote as to that
proposal. Accordingly, a "broker non-vote" has no effect on the voting in
determining whether a proposal has been adopted pursuant to item (i) above,
provided that the holders of more than 50% of the outstanding shares (excluding
the "broker non-votes") of the Trust (or the Fund, where applicable) are present
or represented by proxy. However, with respect to determining whether a proposal
has been adopted pursuant to item (ii) above, because shares represented by a
"broker non-vote" are considered outstanding shares, a "broker non-vote" has the
same legal effect as a vote against such proposal.

<PAGE>

OTHER BUSINESS

While the Meeting has been called to transact any business that may
properly come before it, the only matters that the Trustees intend to present
are those matters stated in the attached Notice of Special Meeting of
Shareholders. However, if any additional matters properly come before the
Meeting, and on all matters incidental to the conduct of the Meeting, it is the
intention of the persons named in the enclosed proxy to vote the proxy in
accordance with their judgment on such matters unless instructed to the
contrary.

METHODS OF SOLICITATION AND EXPENSES

The cost of preparing, assembling and mailing this Proxy Statement and the
attached Notice of Special Meeting of Shareholders and the accompanying proxy
card will be borne by PMC. In addition to soliciting proxies by mail, PMC may,
at PMC's expense, have one or more Trust officers, representatives or
compensated third-party agents, including PMC, PSC and PFD, aid in the
solicitation of proxies by personal interview or telephone and telegraph and may
request brokerage houses and other custodians, nominees and fiduciaries to
forward proxy soliciting material to the beneficial owners of the shares held of
record by such persons.

The Trust may also arrange to have votes recorded by telephone. The
telephone voting procedure is designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance with
their instructions and to confirm that their instructions have been properly
recorded. The Trust has been advised by counsel that these procedures are
consistent with the requirements of applicable law. If these procedures were
subject to a successful legal challenge, such votes would not be counted at the
Meeting. The Trust is unaware of any such challenge at this time. Shareholders
would be called at the phone number PSC has in its records for their accounts,
and would be asked for their Social Security number or other identifying
information. The shareholders would then be given an opportunity to authorize
proxies to vote their shares at the Meeting in accordance with their
instructions. To ensure that the shareholders' instructions have been recorded
correctly, they will also receive a confirmation of their instructions in the
mail. A special toll-free number will be available in case the information
contained in the confirmation is incorrect.

Persons holding shares as nominees will be reimbursed by PMC, upon request,
for the reasonable expenses of mailing soliciting materials to the principals of
the accounts.

March 12, 1998

<PAGE>

APPENDIX

ADDITIONAL INFORMATION PERTAINING TO THE EXISTING AND PROPOSED CONTRACTS

STANDARD OF CARE. Under each 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
security on the recommendation of [PMC] . . ." PMC, however, shall not be
protected against liability by reason of its ". . . 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 this Agreement."

PMC'S AUTHORITY. Each Contract provides that PMC shall have full
discretion to act for the Fund in connection with purchase and sale transactions
subject only to the Declaration of Trust, Bylaws, currently effective
registrations under the 1940 Act and the 1933 Act, investment objective,
policies and restrictions of the Fund in effect from time to time, and specific
policies and instructions established from time to time by the Trustees.

PORTFOLIO TRADING. Consistent with common practice in the mutual fund
industry and with PMC's most recent management contracts, each Contract
expressly permits PMC to engage in such activity. For a more detailed
description of the Fund's current portfolio brokerage practices, see Portfolio
Transactions in this Appendix.

EXPENSE LIMITATION. Each Contract provides that if the operating expenses
of the Fund exceed the limits established by state "blue sky" administrators,
PMC's fee will be reduced (but not below $0) to the extent required by such
limits. No such limits are currently in force. Each Contract also provides that
PMC may from time to time agree not to impose all or a portion of its fee or
otherwise take action to reduce expenses of the Fund. Any such fee limitation or
expense reduction is voluntary and may be discontinued or modified by PMC at any
time.

OTHER PROVISIONS. Each Contract includes provisions that provide that: (i)
the law of The Commonwealth of Massachusetts shall be the governing law of the
contract; (ii) PMC is an independent contractor and not an employee of the Fund;
(iii) the contract is the entire agreement between the parties with respect to
the matters described therein; (iv) the contract may be executed using
counterpart signature pages; (v) invalid or unenforceable provisions of the
contract are severable and do not render the entire agreement invalid or
unenforceable; (vi) the Fund may pay for charges and expenses of counsel to the
"non-interested" Trustees as well as counsel to the Fund; and (vii) subject to
obtaining best execution, PMC may consider sales of other Pioneer mutual funds
when selecting brokers and dealers to execute the Fund's securities
transactions.

MISCELLANEOUS. If approved, each Proposed Contract will become effective
on May 1, 1998 (or on the date of approval if approved after that date) and will
continue in effect until May 31, 1999, and thereafter will continue from year to
year subject to annual approval by the Board of Trustees in the same manner as
the Existing Contract. Each Proposed Contract terminates if assigned (as defined
in the 1940 Act) and may

<PAGE>

terminate without penalty, upon sixty (60) days' written notice, by either party
by vote of its Board or by a vote of a majority of the outstanding voting
securities of the Fund.

ADDITIONAL INFORMATION PERTAINING TO PMC

Directors. Information regarding the affiliations of Mr. Cogan, Chairman
of PMC, and Mr. Tripple, a Director of PMC, is contained in Proposal 2 of this
Proxy Statement. The following table provides information with respect to the
other Director of PMC:

<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS PRINCIPAL OCCUPATION(S)
- --------------------- -------------------------------------------------------
<S> <C>
ROBERT L. BUTLER, 57 Executive Vice President and a Director of PGI;
60 State Street President and a Director of PFD; Director of PMC, PMIL,
Boston, MA 02109 PSC, PIntl and Pioneer Czech; Director of Pioneer
Global Equity Fund Plc, Pioneer Global Bond Fund Plc,
Pioneer DM Cashfonds Plc, Pioneer European Equity Fund
Plc, Pioneer Central & Eastern Europe Fund Plc and
Pioneer US Real Estate Fund Plc; Vice Chairman of
Pioneer GmbH; and a Member of the Supervisory Board of
PFPT.
</TABLE>

OWNERSHIP OF PMC. PMC is a wholly-owned subsidiary of PGI. As of December
31, 1997, Mr. Cogan beneficially owned 3,612,901 shares (14.12%) of the
outstanding common stock of PGI. Mr. Cogan's beneficial holdings included
769,136 shares held in trusts with respect to which Mr. Cogan may be deemed to
be a beneficial owner by reason of his interest as a beneficiary and/or position
as a trustee and shares which Mr. Cogan has the right to acquire under
outstanding options within 60 days of December 31, 1997. At such date, Robert L.
Butler and David D. Tripple, PMC's other directors, each owned beneficially less
than 2% of the outstanding common stock of PGI. As of December 31, 1997,
officers and directors of PMC and Trustees and officers of the Trust
beneficially owned an aggregate of 4,572,749.000 shares of common stock of PGI,
approximately 17.41% of the outstanding common stock of PGI. During PGI's fiscal
year ended December 31, 1997, there were no transactions in PGI common stock by
any officer, Trustee/Director or nominee for election as Trustee/Director of the
Trust, PMC and/or PFD in an amount equal to or exceeding 1% of the outstanding
common stock of PGI.

SERVICES PROVIDED TO THE TRUST BY AFFILIATES OF PMC. PSC serves as the
Trust's transfer agent and shareholder servicing agent. Under the terms of its
contract with the Trust, PSC's duties include: (i) processing sales, redemptions
and exchanges of shares of each of the Funds; (ii) distributing dividends and
capital gains to shareholder accounts; and (iii) maintaining certain account
records and responding to routine shareholder inquires. For the fiscal year
ended October 31, 1997 Capital Growth Fund paid PSC approximately $4,665,790 and
Equity-Income Fund paid PSC approximately $1,044,485 for these services.

PFD, an indirect wholly owned subsidiary of PGI, serves as the Trust's
principal underwriter. Distribution fees are paid to PFD in reimbursement of
expenses related to servicing of shareholder accounts and compensating
broker/dealers and sales personnel. For the fiscal year ended October 31, 1997,
PFD was paid distribution fees and earned underwriting commissions as follows:

<PAGE>

(a) Capital Growth Fund paid approximately $3,822,188 in distribution
fees pursuant to the Trust's Class A Distribution Plan, $6,839,473 in
distribution fees pursuant to the Trust's Class B Distribution Plan and
$462,934 in distribution fees pursuant to the Trust's Class C Distribution
Plan. PFD earned net underwriting commissions in connection with its
offering of shares of Capital Growth Fund in the amount of approximately
$9,657,000 of which approximately $8,381,000 was reallowed to dealers.

(b) Equity-Income Fund paid approximately $975,660 in distribution
fees pursuant to the Trust's Class A Distribution Plan, $1,690,659 in
distribution fees pursuant to the Trust's Class B Distribution Plan and
$81,441 in distribution fees pursuant to the Trust's Class C Distribution
Plan. PFD earned net underwriting commissions in connection with its
offering of shares of Equity-Income Fund in the amount of approximately
$2,177,000 of which approximately $1,890,000 was reallowed to dealers.

Similar Funds Managed By PMC. PMC serves as the investment manager to the
following funds with investment objectives similar to the Funds' objectives:

PMC MANAGED FUNDS WITH SIMILAR
INVESTMENT OBJECTIVES TO
CAPITAL GROWTH FUND

<TABLE>
<CAPTION>
NAME OF FUND
ANNUAL (NET ASSETS AS OF
MANAGEMENT FEE RATE 12/31/97)
- ------------------------------------------------- ---------------------------
<S> <C>
0.50% of the first $250 million of average net Pioneer Growth Shares*
asset; 0.48% of the next $50 million of average ($765,381,039)
net assets; 0.45% of the avg. net assets
exceeding $300 million

0.625% of average net assets, adjusted by up to Pioneer Mid-Cap Fund
plus/minus .20% to reflect Pioneer Mid-Cap ($938,286,204)
Fund's performance

0.85% of average net assets Pioneer Small Company Fund
($509,066,315)

1.10% of average net assets Pioneer Micro-Cap Fund
($123,952,098)

0.70% of average net assets Pioneer Variable Contract
Trust -- Growth Shares
Portfolio
($4,646,484)

0.65% of average net assets Pioneer Variable Contract-
Capital Growth Portfolio
($105,476,236)
</TABLE>

- ---------------
* A proposal has been submitted to the shareholders of Pioneer Growth Shares to
change the annual management fee rate so that the rate will be 0.70% of the
Fund's average daily net assets up to $1 billion, 0.675% of the next $4
billion, 0.65% of the next $5 billion and 0.575% of the excess over $10
billion, adjusted by up to 6.10% to reflect Pioneer Growth Shares'
performance.

<PAGE>

PMC MANAGED FUNDS WITH SIMILAR
INVESTMENT OBJECTIVES TO
EQUITY-INCOME FUND

<TABLE>
<CAPTION>
NAME OF FUND
ANNUAL (NET ASSETS AS OF
MANAGEMENT FEE RATE 12/31/97)
- ------------------------------------------------- ---------------------------
<S> <C>
0.65% of the first $1 billion of average net Pioneer Balanced Fund
asset; 0.60% of the next $4 billion of average ($290,383,854)
net assets; 0.55% of the average net assets
exceeding $5 billion

0.60% of average net assets, adjusted by up to Pioneer Fund
plus/minus .10% to reflect Pioneer Fund's ($4,052,996,507)
performance

1.00% of average net assets Pioneer Real Estate Shares
($222,694,525)

0.60% of average net assets, adjusted by up to Pioneer II
plus/minus .10% to reflect Pioneer II's ($71,622,324,997)
performance

0.65% of average net assets Pioneer Variable Contract
Trust -- Equity-Income
Portfolio
($124,213,301)

0.65% of average net assets Pioneer Variable Contract
Trust -- Balanced Portfolio
$43,831,932)

1.00% of average net assets Pioneer Variable Contract
Trust -- Real Estate Growth
Portfolio
($42,186,712)

0.65% of average net assets Pioneer Variable Contract
Trust -- Growth and Income
Portfolio
($4,493,491)
</TABLE>

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 Current and Proposed Contracts. In selecting brokers or
dealers, PMC considers factors relating to execution on the best overall terms
available, including, but not limited to, the size and type of the transaction;
the nature and character of the markets of 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 or accounts managed by
PMC. Such research services must be lawful and must provide appropriate
assistance to PMC in the performance of its investment decision making
responsibilities and could 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 analysis 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).

<PAGE>

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 a 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 Funds. In
addition, if PMC determines in good faith that the amount of commissions charged
by a broker 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 in
an amount greater than the amount another firm may charge. This information
might be useful to PMC in providing services to the Funds as well as to other
investment companies or accounts managed by PMC, although not all of such
research may be useful to the Fund. Conversely, such information provided to PMC
by brokers and dealers through whom other clients of PMC effect securities
transactions might be useful to PMC in providing services to the Funds. The
receipt of such research is not expected to reduce PMC's normal independent
research activities; however, it enables PMC to avoid the additional expense
which might otherwise be incurred if it were to attempt to develop comparable
information through its own staff.

<PAGE>

EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION is made as of the [ ] day of
[April], 1998, by and between Pioneer Growth Trust, a Massachusetts business
trust (the "Current Trust"), and Pioneer Capital Growth Fund, Pioneer
Equity-Income Fund and Pioneer Gold Shares, each a business trust duly formed
under the laws of the State of Delaware (the "Successor Trusts").

This Agreement is intended to be and is adopted as a plan of reorganization
within the meaning of Section 368 (a)(1) of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), and is intended to effect the conversion of the
Current Trust into three distinct Delaware business trusts. The Current Trust
consists of three series, the names of which correspond to each of the Successor
Trusts -- Pioneer Capital Growth Fund, Pioneer Equity-Income Fund and Pioneer
Gold Shares (the "Corresponding Series"). The conversion will involve the
transfer of all of the assets of each of the Corresponding Series of the Current
Trust to that corresponding Successor Trust having the same name as such
individual Corresponding Series, solely in exchange for (1) the assumption by
each Successor Trust of all liabilities of the Corresponding Series of the
Current Trust and (2) the issuance by each Successor Trust of shares of
beneficial interest of each class of such Successor Trust ("Successor Trust
Shares") to such Corresponding Series of the Current Trust equal to the number
of shares of each class of beneficial interest of such Corresponding Series then
outstanding, followed by the pro rata distribution on the Closing Date (as
defined below) of such Successor Trust Shares to the holders of shares of each
class of beneficial interest, without par value per share, of such Corresponding
Series of the Current Trust (the "Current Trust Shareholders") in exchange for
their shares of beneficial interest of such class of such Corresponding Series
of the Current Trust ("Current Trust Shares") in liquidation and dissolution of
such Corresponding Series of the Current Trust, all upon the terms and
conditions hereinafter set forth in this Agreement.

In consideration of the premises and of the covenants and agreements
hereinafter set forth the parties hereto covenant and agree as follows.

1. TRANSFER OF ASSETS OF EACH OF THE CORRESPONDING SERIES OF THE CURRENT TRUST
IN EXCHANGE FOR ASSUMPTION OF LIABILITIES AND ISSUANCE OF SHARES OF THE
RESPECTIVE SUCCESSOR TRUSTS; DISSOLUTION OF THE CURRENT TRUST

1.1 Subject to the terms and conditions set forth herein and on the basis
of the representations and warranties contained herein, each of the
Corresponding Series of the Current Trust agrees to transfer all of its assets
set forth in paragraph 1.2 and assign and transfer all of its liabilities to the
respective Successor Trust established solely for the purpose of acquiring all
of the assets and assuming all of the liabilities of such Corresponding Series
of the Current Trust. As of the date of this Agreement, the Successor Trusts
have not issued any Successor Trust Shares or commenced operations. Other than
such shares as may be issued to Pioneering Management Corporation or one of its
affiliates to establish the necessary minimum capitalization for registration

A-1

<PAGE>

with the Securities and Exchange Commission ("SEC"), each of the Successor
Trusts agrees that in exchange for all of the assets of the respective
Corresponding Series of the Current Trust (1) such Successor Trust shall assume
all of the liabilities of the respective Corresponding Series, whether
contingent or otherwise, then existing and (2) such Successor Trust shall
deliver to the respective Corresponding Series the number of full and fractional
Successor Trust Shares equal to the number of each class of Current Trust Shares
than outstanding which collectively shall be equal to the value of the assets of
the respective Corresponding Series transferred to, less the liabilities of such
Corresponding Series assumed by, such Successor Trust (the "Net Assets"), as
described in paragraph 3.1 on the Closing Date provided for in paragraph 3.1.
Such transactions shall take place at the Closing provided for in paragraph 3.1.

1.2 The assets of each of the Corresponding Series of the Current Trust to
be acquired by the respective Successor Trust shall include, without limitation,
all cash, cash equivalents, securities, receivables (including interest and
dividends receivable), any claims or rights of action or rights to register
shares under applicable securities laws, any books or records of such
Corresponding Series and other property owned by such Corresponding Series and
any deferred or prepaid expenses shown as assets on the books of such
Corresponding Series on the Closing Date provided for in paragraph 3.1.

1.3 Immediately upon delivery to each of the Corresponding Series of the
Current Trust of Successor Trust Shares of the respective Successor Trust, any
duly authorized officer of such Corresponding Series as the then sole
shareholder of the respective Successor Trust shall (i) elect as Trustees of the
respective Successor Trust the persons who currently serve as Trustees of the
respective Corresponding Series; (ii) ratify the selection of the independent
accountants; (iii) approve a management contract for the respective Successor
Trust with PMC in the form most recently approved for such Corresponding Series;
and (iv) adopt the investment objectives, investment policies and investment
restrictions of such Corresponding Series.

1.4 As provided in paragraph 3.4, on the Closing Date each of the
Corresponding Series of the Current Trust will distribute in liquidation to its
shareholders of record ("Current Trust Shareholders"), determined as of the
close of business on the Closing Date, the Successor Trust Shares of each class
received from the respective Successor Trust pro rata in proportion to their
respective shares of beneficial interest of such class in the respective
Corresponding Series of the Current Trust ("Current Trust Shares"), in exchange
for such Current Trust Shares. Such distribution will be accomplished by the
transfer of the respective Successor Trust Shares then credited to the account
of the respective Corresponding Series on the share records of the respective
Successor Trust to open accounts on those records in the names of such Current
Trust Shareholders and representing the respective pro rata number of the
Successor Trust Shares of each class received from the respective Successor
Trust due such Current Trust Shareholders. The Successor Trusts shall not issue
certificates representing Successor Trust Shares in connection with such
distributions. Fractional Successor Trust Shares shall be rounded to the third
place after the decimal point.

1.5 As soon as practicable after the distribution of the Successor Trust
Shares as set forth in Section 1.4, each of the Corresponding Series of the
Current Trust shall be

A-2

<PAGE>

terminated and any such further actions shall be taken in connection therewith
as are required by applicable law.

1.6 Ownership of the Successor Trust Shares by each Successor Trust
Shareholder shall be maintained separately on the books of Pioneering Services
Corporation as the shareholder services and transfer agent for the Successor
Trusts.

1.7 Any transfer taxes payable upon issuance of Successor Trust Shares in a
name other than the registered holder of the Current Trust Shares on the books
of each of the Corresponding Series of the Current Trust as of that time shall
be paid by the person to whom such Successor Trust Shares are to be distributed
as a condition of such transfer.

2. VALUATION

2.1 The value of the Net Assets of each Corresponding Series of the Current
Trust to be acquired hereunder by the respective Successor Trust shall be the
net asset value computed as of the valuation time provided in the then current
prospectus of the respective Corresponding Series on the Closing Date using the
valuation procedures set forth in the then current prospectus or statement of
additional information.

2.2 The value of full and fractional Successor Trust Shares of each
Successor Trust to be issued in exchange for the Net Assets of each of the
Corresponding Series shall be equal to the value of such Net Assets on the
Closing Date, and the number of such Successor Trust Shares of each class to be
issued by the respective Successor Trusts shall equal the number of full and
fractional Current Trust Shares of each class of the respective Corresponding
Series on the Closing Date.

2.3 All computations of value shall be made by Pioneering Management
Corporation for the Current Trust and the Successor Trusts.

3. CLOSING AND CLOSING DATE

3.1 The transfer of the assets of the Corresponding Series of the Current
Trust in exchange for the assumption by the respective Successor Trusts of the
liabilities of such Corresponding Series and the issuance of Successor Trust
Shares to the respective Corresponding Series, as described above, together with
related acts necessary to consummate such acts (the "Closing"), shall occur at
the offices of Hale and Dorr LLP at 60 State Street, Boston, Massachusetts 02109
on April , 1998 (the "Closing Date"), or at such other place or date on or
prior to December 31, 1998 as the parties may agree in writing. All acts taking
place at the Closing shall be deemed to take place simultaneously as of the last
daily determination of the net asset value of the Corresponding Series or at
such other time and or place as the parties may agree.

3.2 In the event that on the Closing Date (a) the New York Stock Exchange
is closed to trading or trading thereon is restricted or (b) trading or
reporting of trading on said Exchange or in any market in which portfolio
securities of the Current Trust are traded is disrupted so that accurate
appraisal of the value of the Net Assets of the Current Trust is impracticable,
the Closing shall be postponed until the first business day upon which trading
shall have been fully resumed and reporting shall have been restored.

A-3

<PAGE>

3.3 Each Corresponding Series of the Current Trust shall deliver at the
Closing a certificate or separate certificates of an authorized officer stating
that it has notified the Custodian, as custodian for the respective
Corresponding Series and the respective Successor Trust, of the conversion of
such Corresponding Series of the Current Trust to the respective Successor
Trust.

3.4 Pioneering Services Corporation, as shareholder services and transfer
agent for the Current Trust, shall deliver at the Closing certificates as to the
conversion on its books and records of the accounts of the shareholders of the
Corresponding Series of the Current Trust to accounts as holders of shares of
the respective Successor Trusts. Each Successor Trust shall issue and deliver to
the Current Trust a confirmation evidencing the shares of Successor Trust to be
credited on the Closing Date or provide evidence satisfactory to the respective
Corresponding Series that such shares of such Successor Trust have been credited
to the account of the Corresponding Series on the books of such Successor Trust.
At the Closing each party shall deliver to the other such bills of sale, checks,
assignments, share certificates, receipts or other documents as such other party
or its counsel may reasonably request.

3.5 Portfolio securities that are not held in book-entry form in the name
of the Custodian as record holder for each of the Corresponding Series of the
Current Trust shall be presented by the respective Corresponding Series of the
Current Trust to the Custodian for examination no later than five business days
preceding the Closing Date. Portfolio securities which are not held in
book-entry form shall be delivered by the respective Corresponding Series of the
Current Trust to the Custodian for the account of the respective Successor Trust
on the Closing Date, duly endorsed in proper form for transfer, in such
condition as to constitute good delivery thereof in accordance with the custom
of brokers, and shall be accompanied by all necessary federal and state stock
transfer stamps or a check for the appropriate purchase price thereof. Portfolio
securities held of record by the Custodian in book-entry form on behalf of a
Corresponding Series of the Current Trust shall be delivered to the respective
Successor Trust by the Custodian by recording the transfer of beneficial
ownership thereof on its records. The cash of a Corresponding Series of the
Current Trust to be delivered shall be in the form of currency or by the
Custodian crediting the respective Successor Trust's account maintained with the
Custodian with immediately available funds.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Current Trust represents and warrants as follows:

4.1.A. The Current Trust is a business trust duly authorized to exist under
the laws of The Commonwealth of Massachusetts and has the power to own all of
its properties and assets and, subject to approval by the shareholders of the
Current Trust, to perform its obligations under this Agreement. The Current
Trust is not required to qualify to do business in any jurisdiction in which it
is not so qualified or where failure to qualify would not subject it to any
material liability or disability. The Current Trust has all necessary federal,
state and local authorizations to own all of its properties and assets and to
carry on its business as now being conducted;

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<PAGE>

4.1.B. The Current Trust is a registered investment company classified as a
management company of the open-end diversified type and its registration with
the Securities and Exchange Commission (the "Commission") as an investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
is in full force and effect;

4.1.C. The Current Trust is not, and the execution, delivery and
performance of this Agreement will not result, in violation of any provision of
its Amended and Restated Declaration of Trust or By-laws, or any agreement,
indenture, instrument, contract, lease or other undertaking to which the Current
Trust is a party or by which the Current Trust is bound;

4.1.D. The Current Trust has no material contracts or other commitments
(other than this Agreement or agreements for the purchase of securities entered
into in the ordinary course of business and consistent with its obligations
under this Agreement) that will not be terminated without liability to the
Current Trust on or prior to the Closing Date;

4.1.E. No material litigation or administrative proceeding or investigation
of or before any court or governmental body presently is pending or threatened
against the Current Trust or any of its properties or assets. The Current Trust
knows of no facts that might form the basis for the institution of such
proceedings and the Current Trust is not a party to, or subject to, the
provisions of any order, decree or judgment of any court or governmental body
that materially and adversely affects its business or its ability to consummate
the transactions herein contemplated;

4.1.F. At the date hereof and at the Closing Date, all federal, state and
other tax returns and reports, including information returns and payee
statements, of the Current Trust required by law to have been filed or furnished
by such dates shall have been filed or furnished and all federal, state and
other taxes, interest and penalties shall have been paid so far as due or
provision shall have been made for the payment thereof and no such return is
currently under audit and no assessment has been asserted with respect to any of
such returns or reports;

4.1.G. The Current Trust has elected that each Corresponding Series be
treated as a regulated investment company under Subchapter M of the Code, has
qualified as such for each taxable year since its inception, and will qualify as
such as of the Closing Date;

4.1.H. The authorized capital of the Current Trust consists of an unlimited
number of shares of beneficial interest, no par value, divided into three
classes (Class A, Class B and Class C) of three separate series -- the
Corresponding Series. All issued and outstanding shares of beneficial interest
of the Current Trust are, and at the Closing Date will be, duly and validly
issued and outstanding, fully paid and nonassessable. The Current Trust does not
have outstanding any options, warrants or other rights to subscribe for or
purchase any of its shares of beneficial interest, nor is there outstanding any
security convertible into any of its shares of beneficial interest;

4.1.I. The information to be furnished by the Current Trust for use in
applications for orders, registration statements, proxy materials and other
documents which may be necessary in connection with the transactions
contemplated hereby shall be accurate and

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<PAGE>

complete and shall comply in all material respects with federal securities and
other laws and regulations thereunder applicable thereto;

4.1.J. All of the issued and outstanding Current Trust Shares will at the
time of the Closing be held by the persons and in the amounts as, on behalf of
each Corresponding Series, certified in accordance with the provisions of
paragraph 3.4;

4.1.K. At the Closing Date, the Current Trust, on behalf of each
Corresponding Series, will have good and marketable title to the assets to be
transferred to the Successor Trust pursuant to paragraph 1.1, and full right,
power and authority to sell, assign, transfer and deliver such assets hereunder,
and upon delivery and in payment for such assets, the Successor Trust will
acquire good and marketable title thereto subject to no restrictions on the full
transfer thereof, including such restrictions as might arise under the
Securities Act of 1933, as amended (the "1933 Act), except as otherwise
disclosed in writing and accepted by the Successor Trust;

4.1.L. The execution, delivery and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary action on the
part of the Current Trust and this Agreement constitutes a valid and binding
obligation of the Current Trust enforceable in accordance with its terms,
subject to the approval of the Current Trust's shareholders;

4.1.M. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Current Trust of
the transactions contemplated herein, except such as shall have been obtained
prior to the Closing Date.

4.2 Each of the Successor Trusts represents and warrants individually as
follows:

4.2.A. The Successor Trust is a business trust duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the power to own all of its properties and assets and to perform its obligations
under this Agreement; the Successor Trust is not required to qualify to do
business in any jurisdiction in which it is not so qualified or where failure to
qualify would not subject it to any material liability or disability; the
Successor Trust has all necessary federal, state and local authorizations to own
all of its properties and assets and to carry on its business as now being
conducted; that as of the date hereof and as of the Closing Date, the Successor
Trust consists of one duly established and designated series;

4.2.B. The Successor Trust is not, and the execution, delivery and
performance of this Agreement will not result, in violation of any provision of
the Certificate of Trust, Agreement and Declaration of Trust or By-laws of the
Successor Trust or any agreement, indenture, instrument, contract, lease or
other undertaking to which the Successor Trust is a party or by which the
Successor Trust is bound;

4.2.C. No material litigation or administrative proceeding or investigation
of or before any court or governmental body is presently pending or threatened
against the Successor Trust or any of its properties or assets. The Successor
Trust knows of no facts that might form the basis for the institution of such
proceedings, and the Successor Trust is not a party to, or subject to, the
provisions of any order, decree or judgment of

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<PAGE>

any court or governmental body that materially and adversely affects its
business or its ability to consummate the transactions herein contemplated;

4.2.D. The Successor Trust intends to qualify as a regulated investment
company under Subsection M of the Code for the taxable year in which the Closing
occurs and to continue to qualify as such for each taxable year;

4.2.E. Other than such shares as may be issued to Pioneering Management
Corporation or one of its affiliates to establish the necessary minimum
capitalization for registration with the SEC, prior to the Closing Date, there
shall be no issued and outstanding Successor Trust Shares or any other
securities of the Successor Trust; Successor Trust Shares issued in connection
with the transactions contemplated herein will be duly and validly issued and
outstanding and fully paid and non-assessable;

4.2.F. The execution, delivery and performance of this Agreement has been
duly authorized by all necessary action on the part of the Successor Trust and,
this Agreement constitutes a valid and binding obligation of the Successor Trust
enforceable against the Successor Trust in accordance with its terms;

4.2.G. The information to be furnished by the Successor Trust for use in
applications for orders, registration statements, proxy materials and other
documents which may be necessary in connection with the transactions
contemplated hereby shall be accurate and complete and shall comply in all
material respects with Federal securities and other laws and regulations
applicable thereto; and

4.2.H. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Successor Trust
of the transactions contemplated herein, except such as shall have been obtained
prior to the Closing Date.

5. COVENANTS OF THE CURRENT TRUST AND THE SUCCESSOR TRUSTS

5.1 The Current Trust covenants that the Successor Trust Shares are not
being acquired for the purpose of making any distribution thereof, other than in
accordance with the terms of this Agreement.

5.2 The Current Trust covenants that it will assist the Successor Trusts in
obtaining such information as the Successor Trusts may reasonably request
concerning the beneficial ownership of Current Trust Shares.

5.3 The Current Trust will, from time to time, as and when requested by the
Successor Trusts execute and deliver, or cause to be executed and delivered, all
such assignments and other instruments, and will take or cause to be taken such
further action, as the Successor Trusts may deem necessary or desirable in order
to vest in, and confirm to, the Successor Trusts, title to, and possession of,
all the assets of the Current Trust to be sold, assigned, transferred and
delivered to the Successor Trusts hereunder and otherwise to carry out the
intent and purpose of this Agreement.

5.4 The Successor Trusts will, from time to time, as and when requested by
the Current Trust, execute and deliver or cause to be executed and delivered all
such assignments and other instruments, and will take or cause to be taken such
further action, as the Current Trust may deem necessary or desirable in order to
vest in, and

A-7

<PAGE>

confirm to, the Current Trust, title to, and possession of, the Successor Trust
Shares issued, sold, assigned, transferred and delivered hereunder and otherwise
to carry out the intent and purpose of this Agreement.

5.5 The Successor Trusts shall use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940 Act and such
state securities laws as it may deem appropriate in order to operate after the
Closing Date.

5.6 Subject to the provisions of this Agreement, the Successor Trusts and
the Current Trust each will take, or cause to be taken, all action and will do
or cause to be done all things reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement.

5.7 As promptly as practicable, but in any event within 60 days after the
Closing Date, each Corresponding Series of the Current Trust shall furnish to
the respective Successor Trust, in such form as is reasonably satisfactory to
such Successor Trust, a statement of the earnings and profits of such
Corresponding Series of the Current Trust for federal income tax purposes, and
of any capital loss carryovers and other items that will be carried over to the
respective Successor Trust as a result of Section 381 of the Code, and which
statement will be certified by the President or Treasurer of such Corresponding
Series of the Current Trust. Each Corresponding Series of the Current Trust
covenants that it has no earnings and profits that were accumulated by it or any
other entity during a taxable year when it or such entity did not qualify as a
regulated investment company under the Code or, if it has such earnings and
profits, that it will distribute them to its shareholders prior to the Closing
Date.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE CURRENT TRUST

The obligations of the Corresponding Series of the Current Trust to
consummate the transactions provided for herein shall be subject to the
performance by the respective Successor Trusts of all the obligations to be
performed by the Successor Trusts hereunder on or before the Closing Date and,
in addition thereto, to the following further conditions:

6.1 All representations and warranties of the Successor Trusts contained in
this Agreement shall be true and correct in all material respects as of the date
hereof and except as they may be affected by the transactions contemplated by
this Agreement, as of the Closing Date, with the same force and effect as if
made on and as of the Closing Date, and

6.2 The Successor Trusts each shall have delivered on the Closing Date to
the Current Trust a certificate executed in such Successor Trust's name by its
President or Vice President, in form and substance satisfactory to the Current
Trust, dated as of the Closing Date, to the effect that the representations and
warranties of such Successor Trust made in this Agreement are true and correct
at and as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement, and as to such other matters as the
Current Trust shall reasonably request.

Each of the foregoing conditions precedent may be waived by the Current
Trust.

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<PAGE>

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SUCCESSOR TRUSTS

The obligations of the Successor Trusts to consummate the transactions
provided for herein shall be subject to the performance by the Current Trust of
all the obligations to be performed hereunder on or before the Closing Date and,
in addition thereto, to the following further conditions:

7.1 All representations and warranties of the Current Trust contained in
this Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated by
this Agreement, as of the Closing Date, with the same force and effect as if
made on and as of the Closing Date;

7.2 Each Corresponding Series of the Current Trust shall have delivered to
the respective Successor Trust on the Closing Date a statement of its assets and
liabilities, prepared in accordance with generally accepted accounting
principles consistently applied, together with a certificate of the Treasurer or
Assistant Treasurer of such Corresponding Series as to the portfolio securities
of such Corresponding Series and the federal income tax basis and holding period
for each such portfolio security as of the Closing Date; and

7.3 Each Corresponding Series of the Current Trust shall have delivered to
the respective Successor Trust on the Closing Date a certificate executed in the
name of such Corresponding Series by its President or Vice President, in form
and substance satisfactory to the respective Successor Trust, dated as of the
Closing Date, to the effect that the representations and warranties of such
Corresponding Series made in this Agreement are true and correct at and as of
the Closing Date, except as they may be affected by the transactions
contemplated by this Agreement, and as to such other matters as the respective
Successor Trust shall reasonably request.

Each of the foregoing conditions precedent may be waived by each Successor
Trust.

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE CURRENT TRUST AND THE
SUCCESSOR TRUSTS

The obligations of the Current Trust and the Successor Trusts are subject
to the further conditions that on or before the Closing Date:

8.1 This Agreement and the transactions contemplated herein shall have been
approved by the requisite vote of each of the Corresponding Series shareholders
in accordance with applicable law;

8.2 On the Closing Date, no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with,
the transactions contemplated hereby;

8.3 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Commission and of state securities authorities) deemed necessary by the
Successor Trusts or the Current Trust to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or properties

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<PAGE>

of the Successor Trusts or the Current Trust, provided that either party hereto
may for itself waive any of such conditions;

8.4 The President or Vice President of each of the Successor Trusts shall
have delivered a certificate to the Current Trust on the Closing Date certifying
that such Successor Trust has taken all necessary action so that it shall be a
registered open-end investment company under the 1940 Act.

8.5 The Current Trust and the respective Successor Trust shall have
received on or before the Closing Date an opinion of Hale and Dorr LLP
satisfactory to the Current Trust and the respective Successor Trusts,
substantially to the effect that for federal income tax purposes:

8.5.A. The acquisition of all of the assets of each Corresponding Series of
the Current Trust by the respective Successor Trusts solely in exchange for the
issuance of Successor Trust Shares to such Corresponding Series and the
assumption by the Successor Trusts of all of the liabilities of respective
Corresponding Series, followed by the distribution in liquidation by such
Corresponding Series of Successor Trust Shares to the shareholders of the such
Corresponding Series in exchange for their shares of such Corresponding Series
and the dissolution of such Corresponding Series, will constitute a
reorganization within the meaning of Section 368(a)(1) of the Code, and such
Corresponding Series and the respective Successor Trust will each be "a party to
a reorganization" within the meaning of Section 368(b) of the Code;

8.5.B. No gain or loss will be recognized by each Corresponding Series of
the Current Trust upon (i) the transfer of all of its assets to the respective
Successor Trust solely in exchange for the issuance of Successor Trust Shares to
such Corresponding Series and the assumption by the respective Successor Trust
of the liabilities of such Corresponding Series of the Current Trust and (ii)
the distribution by such Corresponding Series of such Successor Trust Shares to
the shareholders of such Corresponding Series;

8.5.C. No gain or loss will be recognized by each Successor Trust upon
receipt of all of the assets of the respective Corresponding Series of the
Current Trust solely in exchange for the issuance of the Successor Trust Shares
to such Corresponding Series and the assumption by the respective Successor
Trust of all of the liabilities of the respective Corresponding Series;

8.5.D. The tax basis of the assets of each Corresponding Series of the
Current Trust in the hands of the respective Successor Trust will be, in each
instance, the same as the tax basis of those assets in the hands of such
Corresponding Series immediately before the transfer;

8.5.E. The tax holding period of the assets of each Corresponding Series of
the Current Trust in the hands of the respective Successor Trust will, in each
instance, include the tax holding period of such Corresponding Series for those
assets;

8.5.F. Current Trust Shareholders will not recognize gain or loss upon the
exchange of all of their shares of the Current Trust solely for Successor Trust
Shares as part of the transaction;

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<PAGE>

8.5.G. The tax basis of the Successor Trust Shares received by Current
Trust Shareholders in the transaction will be the same as the tax basis of the
shares of the Current Trust surrendered in exchange therefor; and

8.5.H. The tax holding period of the Successor Trust Shares received by
Current Trust Shareholders will include, for each shareholder, the tax holding
period for the Current Trust Shares surrendered in exchange therefor, provided
that such Current Trust Shares were held as capital assets on the date of the
exchange.

Each of the Corresponding Series of the Current Trust and the respective
Successor Trust each agree to make and provide representations with respect to
such Corresponding Series and the respective Successor Trusts which are
reasonably necessary to enable Hale and Dorr LLP to deliver an opinion
substantially as set forth in this paragraph 8.5, which opinion may address such
other federal income tax consequences, if any, that Hale and Dorr LLP believes
to be material to the transaction.

Each of the foregoing conditions precedent to the obligations of a party,
except for the receipt of the opinion of Hale and Dorr LLP set forth in
paragraph 8.5, may be waived by that party.

9. BROKERAGE FEES AND EXPENSES

9.1 Each Successor Trust and the respective Corresponding Series of the
Current Trust each represent and warrant to the other that there are no broker's
or finder's fees payable in connection with the transactions contemplated
hereby.

9.2 Each of the Corresponding Series of the Current Trust and the
respective Successor Trust shall each be liable for its own expenses incurred in
connection with entering into and carrying out the provisions of this Agreement
whether or not the transactions contemplated hereby are consummated; if the
transactions are consummated, such expenses of each Corresponding Series of the
Current Trust will be assumed by the respective Successor Trust as part of the
transaction.

10. ENTIRE AGREEMENT

Each of the Successor Trusts and the respective Corresponding Series of the
Current Trust agree that neither party has made any representation, warranty or
covenant not set forth herein and that this Agreement constitutes the entire
agreement between the parties. The representations, warranties and covenants
contained herein or in any document delivered pursuant hereto or in connection
herewith shall survive the consummation of the transactions contemplated
hereunder.

11. TERMINATION

11.1 This Agreement may be terminated by the mutual agreement of the
Successor Trust and the Current Trust. In addition, either a Successor Trust or
the Current Trust may at its option terminate this Agreement at or prior to the
Closing Date because:

11.1.A. There exists a material breach by the other party of any
representations, warranties or agreements contained herein to be performed at or
prior to the Closing Date; or

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<PAGE>

11.1.B. A condition herein expressed to be precedent to the obligations of
the terminating party has not been met and it reasonably appears that it will
not or cannot be met.

11.2 In the event of any such termination, there shall be no liability for
damages on the part of the Successor Trust or the Current Trust, or their
respective trustees or officers, to the other party or its trustees or officers.

12. AMENDMENT

This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the parties; provided, however, that
following the approval of this Agreement by Current Trust Shareholders, no such
amendment may have the effect of changing the provisions for determining the
number of Successor Trust Shares to be paid to Current Trust Shareholders under
this Agreement to the detriment of Current Trust Shareholders without their
further approval.

13. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT

13.1 The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

13.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.

13.3 This Agreement shall be governed by and construed in accordance with
the laws of The Commonwealth of Massachusetts.

13.4 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation other than the parties hereto and their respective
successors and assigns any rights or remedies under or by reason of this
Agreement.

13.5 All persons dealing with the Current Trust and the Successor Trusts
must look solely to the property of the Current Trust and the Successor Trust
for the enforcement of any claims against such Trust as neither the Trustees,
officers, agents or shareholders of either Trust assume any personal liability
for obligations entered into on behalf of the Current Trust and the Successor
Trusts.

13.6 A copy of the Agreement and Declaration of Trust of the Current Trust
is on file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Current Trust as trustees and not individually and that the
obligations of this instrument are not binding upon any of the trustees,
officers, or shareholders of the current Trust individually, but are binding
only upon the assets and property of the Current Trust.

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<PAGE>

14. NOTICES

Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Current Trust or the
Successor Trusts, each at 60 State Street, Boston, Massachusetts 02109,
Attention: Secretary.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its duly authorized officer.

PIONEER GROWTH TRUST,
a Massachusetts business trust,
on behalf of each of Pioneer Capital
Growth Fund, Pioneer Equity-Income Fund
and Pioneer Gold Shares

By:
---------------------------------------

Its:
---------------------------------------

PIONEER CAPITAL GROWTH FUND,
a Delaware business trust

By:
---------------------------------------

Its:
---------------------------------------

PIONEER EQUITY-INCOME FUND,
a Delaware business trust

By:
---------------------------------------

Its:
---------------------------------------

PIONEER GOLD SHARES,
a Delaware business trust

By:
---------------------------------------

Its:
---------------------------------------

A-13

PROXY PROXY

PIONEER GROWTH TRUST

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
To be held April 21, 1998

The undersigned, having received notice of the meeting and management's
proxy statement therefor, and revoking all prior proxies, hereby appoint(s) John
F. Cogan, Jr., David D. Tripple, Robert P. Nault and Joseph P. Barri, and each
of them, attorneys or attorney of the undersigned (with full power of
substitution in them and each of them) for and in the name(s) of the undersigned
to attend the Special Meeting of Shareholders of Pioneer Growth Trust, a
Massachusetts business trust (the "Trust") consisting of three series: Pioneer
Capital Growth Fund ("Capital Growth Fund"), Pioneer Equity-Income Fund
("Equity-Income Fund") and Pioneer Gold Shares (each, a "Fund" and collectively,
the "Funds") to be held on Tuesday, April 21, 1998 at 2:30 p.m. (Boston time) at
the offices of Hale and Dorr LLP, counsel to the Trust, 60 State Street, 26th
Floor, Boston, Massachusetts 02109 (the "Meeting"), and any adjourned session or
sessions thereof, and there to vote and act upon the following matters (as more
fully described in the accompanying Proxy Statement) in respect of all shares of
the Trust which the undersigned will be entitled to vote or act upon, with all
the powers the undersigned would possess if personally present:

(1)(a) To approve a new Management Contract with Pioneering Management
Corporation, the Fund's investment adviser, ("PMC") for Capital Growth
Fund increasing the rate at which management fees are payable to PMC:

_ FOR _ AGAINST _ ABSTAIN

(1)(b) To approve a new Management Contract with PMC for Equity-Income Fund
increasing the rate at which management fees are payable to PMC:

_ FOR _ AGAINST _ ABSTAIN

<PAGE>

(2) To elect Trustees:

The nominees for Trustees are: M.K. Bush, J.F. Cogan, Jr., Dr. R.H.
Edgahl, M.B.W. Graham, J.W. Kendrick, M.A. Piret, D.D. Tripple, S.K.
West and J. Winthrop.

_ FOR electing all the nominees (except as marked above)

To withhold authority to vote for one or more of the nominees,
circle those nominees names above.

_ WITHHOLD authority to vote for all nominees

(4)(a) To approve an amendment to the Funds' fundamental investment
restriction regarding borrowing:
_ FOR _ AGAINST _ ABSTAIN

(4)(b) To eliminate the Funds' fundamental investment restriction regarding
investment in voting securities of a single issuer:
_ FOR _ AGAINST _ ABSTAIN

(4)(c) To approve an amendment to the Funds' investment restriction
requiring shareholder approval for the modification of certain
investment restrictions:
_ FOR _ AGAINST _ ABSTAIN

(5) To ratify the selection of Arthur Andersen LLP as the Funds'
independent public accountants for the fiscal year ending October 31,
1998:

_ FOR _ AGAINST _ ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL(S).
----------------------------
Signature of Shareholder(s)

----------------------------
Signature of Joint
Shareholder(s) (if any)

Dated: ____________, 1998 In signing, please write name(s) exactly as
appearing hereon. When signing as attorney, executor, administrator or other
fiduciary, please give your full title as such. Joint owners should each sign
personally.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED

Pioneer Capital Growth Fund
60 State Street
Boston, MA 02109

March 1998

Dear Fellow Shareowner,

I am writing to let you know that a special meeting will be held April 21, 1998
for shareowners to vote on a number of important proposals for Pioneer Capital
Growth Fund (the Fund). The Fund is one of three funds in Pioneer Growth Trust.
As a shareowner in the Fund, you have the opportunity to voice your opinion on
these matters.

This package contains information about the proposals, along with a yellow proxy
card for you to vote by mail. Please take a moment to read the enclosed
materials and cast your vote using the proxy card.

Your prompt vote will help save money. If a majority of shareowners have not
voted prior to the meeting, we must try to obtain their votes with additional
mailings or phone solicitation. Both of these are costly processes.

(callout in margin) VOTING YOUR SHARES BY MAIL IS QUICK AND EASY. EVERYTHING YOU
NEED IS ENCLOSED.

Each of the proposals has been reviewed by the Board of Trustees, whose primary
role is to protect your interests as a shareowner. In the Trustees' opinion, the
proposals are fair and reasonable. The Trustees recommend that you vote FOR each
proposal. Proposal 1(b) is not a proposal to be considered by Pioneer Capital
Growth Fund shareowners.

(callout in margin) THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH
PROPOSAL.

HERE IS WHAT A FOR VOTE MEANS FOR EACH OF THE PROPOSALS.

PROPOSAL 1(A):
APPROVE A NEW MANAGEMENT CONTRACT WITH PIONEERING MANAGEMENT CORPORATION (PMC),
including a performance-based management fee. Depending upon the Fund's
investment performance, relative to a selected securities index, the fee paid by
the Fund may be lower or higher than the proposed basic fee. The proposed basic
fee is higher than the management fee currently paid by the Fund to PMC.

PROPOSAL 2:
ELECT NINE TRUSTEES TO THE BOARD. The Trustees supervise the Fund's activities
and review contractual arrangements with companies that provide services to the
Fund. All of the nominees currently serve as Trustees.

PROPOSAL 3:
ALLOW THE FUND TO BE REORGANIZED AS A SEPARATE DELAWARE BUSINESS TRUST.
Currently, Pioneer Growth Trust is registered as a single Massachusetts business
trust with three funds, one of which is your Fund. As a separate Delaware
business trust, the Fund and its shareowners could benefit from a decreased
possibility of shareowner and trustee liability and various potential operating
efficiencies described in the enclosed Proxy Statement.

<PAGE>

PROPOSALS 4(A), 4(B)and 4(C):
MODERNIZE CERTAIN INVESTMENT RESTRICTIONS to conform to current standards in the
mutual fund industry. The Trustees believe the proposed changes are appropriate
and necessary to provide future flexibility in the Fund's investment operations.
For details on each of the proposed changes, we encourage you to review the
enclosed Proxy Statement.

PROPOSAL 5:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.

Cast your vote by completing and signing the proxy card. Please mail your
completed and signed proxy as quickly as possible, using the postage-paid
envelope provided.

(callout in margin) PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW
MANY SHARES YOU OWN.

Please feel free to call Pioneer at 1-800-225-6292 if you have any questions
about the proposals or the process for voting your shares. Thank you for your
prompt response.

Sincerely,

John F. Cogan, Jr.
Chairman and President

1097-4523

<PAGE>

Pioneer Equity-Income Fund
60 State Street
Boston, MA 02109

March 1998

Dear Fellow Shareowner,

I am writing to let you know that a special meeting will be held April 21, 1998
for shareowners to vote on a number of important proposals for Pioneer
Equity-Income Fund (the Fund). The Fund is one of three funds in Pioneer Growth
Trust. As a shareowner in the Fund, you have the opportunity to voice your
opinion on these matters.

(callout in margin) VOTING YOUR SHARES BY MAIL IS QUICK AND EASY. EVERYTHING YOU
NEED IS ENCLOSED.

Each of the proposals has been reviewed by the Board of Trustees, whose primary
role is to protect your interests as a shareowner. In the Trustees' opinion, the
proposals are fair and reasonable. The Trustees recommend that you vote FOR each
proposal. Proposal 1(a) is not a proposal to be considered by Pioneer
Equity-Income Fund shareowners.

(callout in margin) THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH
PROPOSAL.

HERE IS WHAT A FOR VOTE MEANS FOR EACH OF THE PROPOSALS.

PROPOSAL 1(B):
APPROVE A NEW MANAGEMENT CONTRACT WITH PIONEERING MANAGEMENT CORPORATION (PMC).
The proposed fee is higher than the management fee currently paid by the
Fund to PMC.

PROPOSALS 4(A), 4(B) AND 4(C):
MODERNIZE CERTAIN INVESTMENT RESTRICTIONS to conform to current standards in the
mutual fund industry. The Trustees believe the proposed changes are appropriate
and necessary to provide future flexibility in the Fund's investment operations.
For details on each of the proposed changes, we encourage you to review the
enclosed Proxy Statement.

<PAGE>

PROPOSAL 5:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.

Cast your vote by completing and signing the proxy card. Please mail your
completed and signed proxy as quickly as possible, using the postage-paid
envelope provided.

(callout in margin) PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW
MANY SHARES YOU OWN.

Please feel free to call Pioneer at 1-800-225-6292 if you have any questions
about the proposals or the process for voting your shares. Thank you for your
prompt response.

Sincerely,

John F. Cogan, Jr.
Chairman and President

1097-4521

<PAGE>

Pioneer Gold Shares
60 State Street
Boston, MA 02109

March 1998

Dear Fellow Shareowner,

I am writing to let you know that a special meeting will be held April 21, 1998
for shareowners to vote on a number of important proposals for Pioneer Gold
Shares (the Fund), which is one of the three funds in Pioneer Growth Trust. As a
shareowner in the Fund, you have the opportunity to voice your opinion on these
matters.

(callout in margin) VOTING YOUR SHARES BY MAIL IS QUICK AND EASY. EVERYTHING YOU
NEED IS ENCLOSED.

Each of the proposals has been reviewed by the Board of Trustees, whose primary
role is to protect your interests as a shareowner. In the Trustees' opinion, the
proposals are fair and reasonable. The Trustees recommend that you vote FOR each
proposal. Proposals 1(a) and 1(b) are not proposals to be considered by Pioneer
Gold Shares shareowners.

(callout in margin) THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH
PROPOSAL.

HERE IS WHAT A FOR VOTE MEANS FOR EACH OF THE PROPOSALS.

PROPOSAL 5:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.

<PAGE>

Cast your vote by completing and signing the proxy card. Please mail your
completed and signed proxy as quickly as possible, using the postage-paid
envelope provided.

(callout in margin) PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW
MANY SHARES YOU OWN.

Please feel free to call Pioneer at 1-800-225-6292 if you have any questions
about the proposals or the process for voting your shares. Thank you for your
prompt response.

Sincerely,

John F. Cogan, Jr.
Chairman and President

1097-4519

<PAGE>

Pioneer Capital Growth Fund
60 State Street
Boston, MA 02109

URGENT
PLEASE VOTE YOUR SHARES TODAY

Dear Fellow Shareowner,

Not too long ago we sent you a proxy card and materials for Pioneer Capital
Growth Fund (the Fund) explaining the proposals up for a vote at the April 21,
1998 shareowner meeting. WE NEED YOU TO CAST YOUR VOTE!

If you have not already completed and returned the yellow proxy card included in
our earlier package, PLEASE TAKE A MOMENT NOW TO COMPLETE THE ENCLOSED PROXY
CARD AND MAIL IT TO US IN THE POSTAGE-PAID ENVELOPE PROVIDED.

The proposals in the Proxy Statement have been reviewed by the Board of
Trustees, whose primary role is to protect your interests as a shareowner. In
the Trustees' opinion, the proposals are fair and reasonable. The Trustees
recommend that you vote FOR each proposal. For your easy reference, on the back
of this page is a summary of what a FOR vote would mean for each proposal.

PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU
OWN.

Please feel free to call us at 1-800-225-6292 if you have any questions about
the proposals or the process for voting your shares. Thank you for your prompt
response.

Sincerely,

John F. Cogan, Jr.
Chairman and President

<PAGE>

[back page]

Here is what a FOR vote means for each of the proposals being considered.

PROPOSAL 1:
APPROVE A NEW MANAGEMENT CONTRACT WITH PIONEERING MANAGEMENT CORPORATION (PMC),
including a performance-based management. Depending upon the Fund's investment
performance, relative to a selected securities index, the fee paid by the Fund
may be lower or higher than the proposed basic fee. The proposed basic fee is
higher than the management fee currently paid by the Fund to PMC.

PROPOSALS 4(A) 4(B) AND 4(C):
MODERNIZE CERTAIN INVESTMENT RESTRICTIONS to conform to current standards in the
mutual fund industry. The Trustees believe the proposed changes are appropriate
and necessary to provide future flexibility in the Fund's investment operations.
For details on each of the proposed changes, we encourage you to review the
Proxy Statement.

PROPOSAL 5:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.

PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU
OWN.

1097-4524

<PAGE>

Pioneer Equity-Income Fund
60 State Street
Boston, MA 02109

URGENT
PLEASE VOTE YOUR SHARES TODAY

Dear Fellow Shareowner,

Not too long ago we sent you a proxy card and materials for Pioneer
Equity-Income Fund (the Fund) explaining the proposals up for a vote at the
April 21, 1998 shareowner meeting. WE NEED YOU TO CAST YOUR VOTE!

PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU
OWN.

Please feel free to call us at 1-800-225-6292 if you have any questions about
the proposals or the process for voting your shares. Thank you for your prompt
response.

Sincerely,

John F. Cogan, Jr.
Chairman and President

<PAGE>

[back page]

Here is what a FOR vote means for each of the proposals being considered.

PROPOSAL 1:
APPROVE A NEW MANAGEMENT CONTRACT WITH PIONEERING MANAGEMENT CORPORATION (PMC).
The proposed fee is higher than the management fee currently paid by the Fund to
PMC.

PROPOSAL 5:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.

PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU
OWN.

1097-4522

<PAGE>

Pioneer Gold Shares
60 State Street
Boston, MA 02109

URGENT
PLEASE VOTE YOUR SHARES TODAY

Dear Fellow Shareowner,

Not too long ago we sent you a proxy card and materials for Pioneer Gold Shares
(the Fund) explaining the proposals up for a vote at the April 21, 1998
shareowner meeting. WE NEED YOU TO CAST YOUR VOTE!

PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU
OWN.

Please feel free to call us at 1-800-225-6292 if you have any questions about
the proposals or the process for voting your shares. Thank you for your prompt
response.

Sincerely,

John F. Cogan, Jr.
Chairman and President

<PAGE>

[back page]

Here is what a FOR vote means for each of the proposals being considered.
Proposals 1(a) and 1(b) are not applicable to Pioneer Gold Shares shareowners.

PROPOSALS 4(A), 4(B)AND 4(C):
MODERNIZE CERTAIN INVESTMENT RESTRICTIONS to conform to current standards in the
mutual fund industry. The Trustees believe the proposed changes are appropriate
and necessary to provide future flexibility in the Fund's investment operations.
For details on each of the proposed changes, we encourage you to review the
Proxy Statement.

PROPOSAL 5:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.

PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU
OWN.

1097-4520

<PAGE>

Pioneer Capital Growth Fund
60 State Street
Boston, MA 02109

URGENT
PLEASE VOTE YOUR SHARES TODAY

Dear Fellow Shareowner,

TIME IS RUNNING OUT. You have not yet returned the proxy cards we sent for
voting on the proposals for consideration at the April 21, 1998 shareowner
meeting. WE NEED YOU TO CAST YOUR VOTE TODAY!

Voting now will help save money. If a majority of shareowners have not voted
before April 21, we must delay the meeting and begin the proposal and voting
process all over again. This would be extremely costly.

If you have not already completed and returned your proxy card, PLEASE TAKE A
MOMENT NOW TO COMPLETE THE ENCLOSED YELLOW PROXY CARD AND MAIL IT TO US TODAY IN
THE POSTAGE-PAID ENVELOPE PROVIDED.

VOTE TODAY! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.

Please feel free to call us at 1-800-225-6292 if you have any questions about
the proposals or the process for voting your shares. Thank you for your
immediate response.

Sincerely,

John F. Cogan, Jr.
Chairman and President

<PAGE>

[back page]

Here is what a FOR vote means for each of the proposals being considered.
PROPOSAL 1: APPROVE A NEW MANAGEMENT CONTRACT WITH PIONEERING MANAGEMENT
CORPORATION (PMC), including a performance-based management fee. Depending upon
the Fund's investment performance, relative to a selected securities index, the
fee paid by the Fund may be lower or higher than the proposed basic fee. The
proposed basic fee is higher than the management fee currently paid by the Fund
to PMC.

PROPOSAL 5:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.

PLEASE VOTE TODAY! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES
YOU OWN.

- ---------

<PAGE>

Pioneer Equity-Income Fund
60 State Street
Boston, MA 02109

URGENT
PLEASE VOTE YOUR SHARES TODAY

Dear Fellow Shareowner,

TIME IS RUNNING OUT. You have not yet returned the proxy cards we sent for
voting on the proposals for consideration at the April 21, 1998 shareowner
meeting. WE NEED YOU TO CAST YOUR VOTE TODAY!

If you have not already completed and returned your proxy card, PLEASE TAKE A
MOMENT NOW TO COMPLETE THE ENCLOSED YELLOW PROXY CARD AND MAIL IT TO US TODAY IN
THE POSTAGE-PAID ENVELOPE PROVIDED.

VOTE TODAY! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.

Please feel free to call us at 1-800-225-6292 if you have any questions about
the proposals or the process for voting your shares. Thank you for your
immediate response.

Sincerely,

John F. Cogan, Jr.
Chairman and President

<PAGE>

[back page]

Here is what a FOR vote means for each of the proposals being considered.
PROPOSAL 1:
APPROVE A NEW MANAGEMENT CONTRACT WITH PIONEERING MANAGEMENT CORPORATION (PMC).
The proposed fee is higher than the management fee currently paid by the Fund
to PMC.

PROPOSAL 5:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.

PLEASE VOTE TODAY! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES
YOU OWN.

- ---------

<PAGE>

Pioneer Gold Shares
60 State Street
Boston, MA 02109

URGENT
PLEASE VOTE YOUR SHARES TODAY

Dear Fellow Shareowner,

TIME IS RUNNING OUT. You have not yet returned the proxy cards we sent for
voting on the proposals for consideration at the April 21, 1998 shareowner
meeting. WE NEED YOU TO CAST YOUR VOTE TODAY!

If you have not already completed and returned your proxy card, PLEASE TAKE A
MOMENT NOW TO COMPLETE THE ENCLOSED YELLOW PROXY CARD AND MAIL IT TO US TODAY IN
THE POSTAGE-PAID ENVELOPE PROVIDED.

VOTE TODAY! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.

Please feel free to call us at 1-800-225-6292 if you have any questions about
the proposals or the process for voting your shares. Thank you for your
immediate response.

Sincerely,

John F. Cogan, Jr.
Chairman and President

<PAGE>

[back page]

Here is what a FOR vote means for each of the proposals being considered.
Proposals 1(a) and 1(b) are not applicable to Pioneer Gold Shares shareowners.

PROPOSAL 5:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.

PLEASE VOTE TODAY! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES
YOU OWN.

- ---------

<PAGE>

Pioneer Capital Growth Fund
60 State Street
Boston, MA 02109

March 1998

Dear Fellow Shareowner,

(callout in margin) Voting your shares by mail is quick and easy. Everything
you need is enclosed.

Each of the proposals has been reviewed by the Board of Trustees, whose primary
role is to protect your interests as a shareowner. In the Trustees' opinion, the
proposals are fair and reasonable. The Trustees recommend that you vote FOR each
proposal. (Proposal 1(b) is not a proposal to be considered by Pioneer Capital
Growth Fund shareowners.)

(callout in margin) The Board of Trustees recommends that you vote FOR each
proposal.

Here is what a FOR vote means for each of the proposals.

Proposal 1(a):
Approve a new management contract with Pioneering Management Corporation (PMC),
including a performance-based management fee. Depending upon the Fund's
investment performance, relative to a selected securities index, the fee paid by
the Fund may be lower or higher than the proposed basic fee. The proposed basic
fee is higher than the management fee currently paid by the Fund to PMC.

Proposal 2:
Elect nine Trustees to the Board. The Trustees supervise the Fund's activities
and review contractual arrangements with companies that provide services to the
Fund. All of the nominees currently serve as Trustees.

Proposal 3:
Allow the Fund to be reorganized as a separate Delaware business trust.
Currently, Pioneer Growth Trust is registered as a single Massachusetts business
trust with three funds, one of which is your Fund. As a separate Delaware
business trust, the Fund and its shareowners could benefit from a decreased
possibility of shareholder and trustee liability and various potential operating
efficiencies described in the enclosed Proxy Statement.

Proposals 4(a), 4(b) and 4(c):
Modernize certain investment restrictions to conform to current standards in the
mutual fund industry. The Trustees believe the proposed changes are appropriate
and necessary to provide future flexibility in the Fund's investment operations.
For details on each of the proposed changes, we encourage you to review the
enclosed Proxy Statement.

Proposal 5:
Ratify the selection of Arthur Andersen LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.

(callout in margin) Please vote! Your vote is extremely important, no matter
how many shares you own.

Cast your vote by completing and signing the proxy card. Please mail your
completed and signed proxy as quickly as possible, using the postage-paid
envelope provided. Thank you for your prompt response.

Sincerely,

John F. Cogan, Jr.,
Chairman and President

0398-4523-1

<PAGE>

Pioneer Equity-Income Fund
60 State Street
Boston, MA 02109

March 1998

Dear Fellow Shareowner,

(callout in margin) Voting your shares by mail is quick and easy. Everything
you need is enclosed.

Each of the proposals has been reviewed by the Board of Trustees, whose primary
role is to protect your interests as a shareowner. In the Trustees' opinion, the
proposals are fair and reasonable. The Trustees recommend that you vote FOR each
proposal. (Proposal 1(a) is not a proposal to be considered by Pioneer
Equity-Income Fund shareowners.)

(callout in margin) The Board of Trustees recommends that you vote FOR each
proposal.

Here is what a FOR vote means for each of the proposals.

Proposal 1(b):
Approve a new management contract with Pioneering Management Corporation (PMC).
The proposed fee is higher than the management fee currently paid by the Fund to
PMC.

Proposal 5:
Ratify the selection of Arthur Andersen LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.

(callout in margin) Please vote! Your vote is extremely important, no matter
how many shares you own.

Sincerely,

John F. Cogan, Jr.,
Chairman and President

0398-4521-1

<PAGE>

Pioneer Gold Shares
60 State Street
Boston, MA 02109

March 1998

Dear Fellow Shareowner,

(callout in margin) Voting your shares by mail is quick and easy. Everything
you need is enclosed.

Each of the proposals has been reviewed by the Board of Trustees, whose primary
role is to protect your interests as a shareowner. In the Trustees' opinion, the
proposals are fair and reasonable. The Trustees recommend that you vote FOR each
proposal. (Proposals 1(a) and 1(b) are not proposals to be considered by Pioneer
Gold Shares shareowners.)

(callout in margin) The Board of Trustees recommends that you vote FOR each
proposal.

Here is what a FOR vote means for each of the proposals.

Proposal 5:
Ratify the selection of Arthur Andersen LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.

(callout in margin) Please vote! Your vote is extremely important, no matter
how many shares you own.

Sincerely,

John F. Cogan, Jr.,
Chairman and President

0398-4519-1

logo Dealer Advisory: Important Proxy Information

The Trustees of Pioneer Growth Shares and of Pioneer Growth Trust, which
consists of three funds - Pioneer Capital Growth Fund, Pioneer Equity-Income
Fund and Pioneer Gold Shares - have approved certain changes to the Funds'
operations.

Your clients will soon receive a Proxy Statement and instructions on voting
their shares by mail. The shareowner meetings for both Pioneer Growth Shares and
Pioneer Growth Trust are scheduled for April 21, 1998, in Boston.

The most significant changes are as follows:

Pioneer Growth Shares and Pioneer Capital Growth Fund
Approve for each fund a new management contract with Pioneering Management
Corporation (PMC), including a performance-based management fee. Depending on
the respective Fund's investment performance relative to a selected securities
index, the fee paid by the Fund may be lower or higher than the proposed basic
fee. This basic fee is higher than the management fee currently paid by each of
the Funds to PMC, but is still lower than the median fee charged by the Funds'
competitors.

(left callout)
Pioneer's Trustees have approved changes to Pioneer Growth Shares, Pioneer
Capital Growth Fund, Pioneer Equity-Income Fund and Pioneer Gold Shares

Pioneer Equity-Income Fund
Approve a new management contract with PMC. Depending on the Fund's asset
levels, the proposed fee rate may represent an increase or a decrease in PMC's
current management fee rate stated as a percent of the Fund's average daily net
assets. The rate will still be lower than the median fee charged by the Fund's
competitors.

All Four Funds
Modernize certain investment restrictions to conform to current standards in the
mutual fund industry. The Trustees believe the proposed changes are appropriate
and necessary to provide future flexibility in the Funds' investment operations.
See the Proxy Statements for details.

Pioneer Growth Trust (Capital Growth Fund, Equity-Income Fund and Gold Shares)
Allow the Funds to be reorganized as three separate Delaware business trusts,
versus the current single Massachusetts business trust. As separate Delaware
business trusts, each Fund and its shareowners could benefit from a decreased
possibility of shareowner and trustee liability and various potential operating
efficiencies.

(left callout) To avoid additional mailings or phone solicitation, please prompt
your clients to vote as soon as possible.

For more information, contact your Pioneer Sales Specialist at
1-800-622-9876.

For Broker/Dealer Use Only - Not for Use with the Public

Pioneer Funds Distributor, Inc. 60 State Street Boston, Massachusetts 02109

0298-4957

Pioneer Capital Growth Fund Proxy Solicitation Questions and Answers
FOR INTERNAL USE ONLY

Q: What do the proposals for Pioneer Capital Growth Fund mean?
A: Pioneer Capital Growth Fund periodically holds a shareowner meeting to vote
on certain issues. The upcoming meeting is scheduled for April 21, 1998. The
Fund's Trustees, whose primary function is to protect your interests as a
shareowner, recommend that you vote FOR each proposal.

Here is a what a FOR vote means for each of the proposals being considered.
(Note that shareowners in Pioneer Capital Growth Fund are not being asked to
vote on Proposal 1(b), which pertains only to Pioneer Equity-Income Fund.)

Proposal 1(a): Approve a new management contract with Pioneering Management
Corporation (PMC), including a performance-based management fee. Depending upon
the investment performance of the Fund's Class A Shares, relative to a selected
securities index, the fee paid by the Fund may be lower or higher than the
proposed basic fee. The proposed basic fee is higher than the management fee
currently paid by the Fund to PMC.

Proposal 2: Elect nine Trustees to the Board. The Trustees supervise the Fund's
activities and review contractual arrangements with companies that provide
services to the Fund. All of the nominees currently serve as Trustees.

Proposal 3: Allow the Fund to be reorganized as a separate Delaware business
trust. Currently, Pioneer Growth Trust is registered as a single Massachusetts
business trust with three funds, one of which is Pioneer Capital Growth Fund.
(The others are Pioneer Equity-Income Fund and Pioneer Gold Shares.) As a
separate Delaware business trust, the Fund and its shareowners could benefit
from a decreased possibility of shareowner and Trustee liability and various
potential operating efficiencies described in the Proxy Statement.

Proposals 4(a), 4(b) and 4(c): Modernize certain investment restrictions to
conform to current standards in the mutual fund industry. The Trustees believe
the proposed changes are appropriate and necessary to provide future flexibility
in the Fund's investment operations. For details on each of the proposed
changes, we encourage you to review the Proxy Statement.

Proposal 5: Ratify the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the fiscal year ending October 31, 1998.

<PAGE>

PROPOSAL 1(a)
Q: What effect will the proposed new management contract have?
A: The fee ultimately paid by the Fund will be higher than that
paid under the existing contract, even though it may vary as
a result of Fund performance.

The current management fee structure has been in place since the Fund's
inception in 1990. The Fund pays the investment adviser, Pioneering Management
Corporation (PMC), the following fees, regardless of the Fund's performance:

0.65% of the Fund's average daily net assets up to $300 million in net
assets
0.60% of the next $200 million in net assets ($300 million to $500
million)
0.50% of the next $500 million in net assets ($500 million to $1
billion), and
0.45% of the amount over $1 billion

At current asset levels, the Fund is paying an effective management fee of
0.50%.

Proposal 1(a) calls for the basic fee to increase to the following rates:

0.700% of the Fund's average daily net assets up to $500 million in net
assets
0.650% of the next $500 million in net assets ($500 million to $1
billion), and
0.625% of the amount over $1 billion in net assets

However, the introduction of a performance-based fee structure would link the
management fee to the Fund's performance, relative to an objective index. This
means the fee ultimately paid by the Fund may be higher or lower than the basic
fee. At current asset levels, the Fund would pay an effective management fee of
around 0.65% under the new schedule.

Q: Why is the basic fee being increased?
A: The current fee paid by your Fund has not changed since the Fund's
inception in 1990. Over the past eight years, it has become significantly
more complicated and expensive to manage a mutual fund. The industry has
changed dramatically, particularly in terms of research, technology and
salary requirements. The increased fee would help maintain and attract
investment management, research and other talent. It would also help
provide technology and other systems necessary to support the service and
performance Fund shareowners currently enjoy, and make it possible to
improve future service and investment performance.

<PAGE>

Q: How would the proposed performance-based fee be calculated?
A: Simply, the performance-based fee would combine a basic fee with a
performance adjustment. The Fund would add to or subtract from the basic
fee based on its performance relative to the Lipper Growth Funds Index,
which the Fund's Trustees consider to be a fair benchmark for the
performance of funds with similar objectives.

The performance adjustment would be based on the Fund's performance over a
36-month period. The comparison between the Index's and Fund's performance will
be made at the end of each month. Each percentage point of difference, up to 10
percentage points, would be multiplied by a performance adjustment of 0.01%.
This means the maximum adjustment rate to the basic fee is 0.10% (10 x 0.01%),
up or down.

At current asset levels, therefore, the Fund's management fee could range from
0.55% to 0.75%. That translates into an increase of between $0.05 and $0.25 per
$1,000.00 versus the current fee. For example, if the Fund's 36-month average
annual total return was 15.0%, and the Lipper Growth Funds Index's 36-month
average annual total return was 25.0%, the management fee would be the basic fee
(0.65% at current asset levels) minus the performance-adjustment figure:

0.65% - [0.01% x (15.0% - 25.0%)] = 0.55%

Conversely, if the Fund's 36-month average annual total return was 25.0%, and
the Lipper Growth Funds Index's 36-month average annual total return was 15.0%,
the management fee would be the basic fee (0.65% at current asset levels) plus
the performance-adjustment figure:

0.65% + [0.01% x (25.0% - 15.0%)] = 0.75%

<PAGE>

Q: The proposed new management fee seems high to me. Is it?
A: Comparatively, no. The Fund's proposed fee would still be lower than
most management fees currently being charged for
similar funds throughout the mutual fund industry.

Naturally, before proposing a change in management fee, Pioneer undertook
extensive research into how and how much other mutual funds were paying in
management fees. Here's what we found:

At current asset levels, your Fund's proposed basic management fee would
be in the bottom quarter (below 77%) of the fee paid by growth funds.*
While similar funds pay management fees ranging from 1.50% to 0.28%, 40%
of growth funds pay a flat fee of 0.75% or more, regardless of the fund's
size (net assets).
The median management fee paid by growth funds is 0.75%, and your Fund's
0.65% basic fee at current assets is well below the median. If your Fund
outperformed its index enough to trigger the full upward adjustment, the
maximum performance-adjusted fee of 0.75% would match the median.

* The growth universe includes 344 funds with the growth objective. It excludes
institutional funds, index funds and funds that pay a single, all-inclusive fee
for management, transfer agency, custody, accounting, etc., or some combination
of these fees bundled with the management fee.

Q: When would the proposed performance-based fee take effect?
A: The effective date of the proposed contract is expected to be May 1, 1998,
and the new fee structure would take effect at that time. However, the Fund
will pay only the basic fee for 12 months, with no performance adjustment.
The performance adjustment would begin in the 13th month, based on the 12
months of performance generated with the new fee structure in place. Each
subsequent month's performance would be added to the equation until there
are 36 months of performance. At that point, the adjustment would be based
on a rolling 36-month period.

<PAGE>

PROPOSAL 2
Q: Who is being nominated for Trustee?
A: There are nine nominees. All currently serve as Trustees. Their
biographical information is included in the Proxy
Statement. The Trustees' primary role is to protect your interests
as a shareowner.

PROPOSAL 3
Q: Why reorganize the Fund as a Delaware business trust?
A: This proposal would allow the Fund to operate within the better-defined
regulations provided in Delaware, and also would allow the Fund more
flexibility to adapt to changes in the investment industry. The
reorganization will have no tax impact on shareowners. New classes of
shares, if any are offered in the future, also would have no effect on the
value or operation of Fund shares already in existence.

Reorganizing to a Delaware business trust will help save the Fund, and
shareowners, money because it will allow the Fund to adapt to new laws without
going to the expense of a special shareowner meeting. And, as a Delaware
business trust, it is clear that Fund shareowners have no responsibilities for
the Fund's liabilities, a point that is less certain as a Massachusetts business
trust.

Q: Why reorganize the Fund as a separate business trust?
A: Since it was introduced in 1990, Pioneer Capital Growth Fund and two other
funds have been registered as a single Massachusetts business trust,
Pioneer Growth Trust. (The two other funds are Pioneer Equity-Income Fund
and Pioneer Gold Shares.) Registering as a separate Delaware business trust
offers the Fund potential for a variety of operating efficiencies and a
decreased possibility of shareowner and Trustee liability.

PROPOSALS 4(a), 4(b) and 4(c):
Q: Why are so many changes being proposed to the Fund's operations
structure and investment policies?
A: Since the Fund's last shareowner meeting, the mutual fund industry has
evolved. The Fund's Trustees believe the proposed changes are appropriate
and necessary to update the Fund and modernize it to conform with current
standards in the mutual fund industry, along with other Pioneer funds.

PROPOSAL 5
Q: Who is Arthur Andersen LLP?
A: Arthur Andersen LLP is one of the six largest CPA firms in the U.S.
and the firm is the current independent public
accountant for the Fund and other funds in the Pioneer family of mutual
funds.

<PAGE>

GENERAL QUESTIONS
Q: Who makes the final decisions about these proposals?
A: You do. The Trustees you have elected - whose primary role, as mentioned,
is protecting your interests as a shareowner have unanimously approved the
proposals and encourage you to vote FOR each. However, you must make the
final decision, either by attending the meeting in person or by giving your
proxy vote.

Q: When and where will the meeting take place?
A: The meeting is scheduled for April 21, 1998, in Boston.

Q: What if I have questions about my investment?
A: The investment professional through whom you purchased Pioneer Capital
Growth Fund can provide you with additional
information as needed.

<PAGE>
Pioneer Equity-Income Fund Proxy Solicitation Questions and Answers
FOR INTERNAL USE ONLY

Q: What do the proposals for Pioneer Equity-Income Fund mean?
A: Pioneer Equity-Income Fund periodically holds a shareowner meeting to vote
on certain issues. The upcoming meeting is scheduled for April 21, 1998.
The Fund's Trustees, whose primary function is to protect your interests as
a shareowner, recommend that you vote FOR each proposal.

Here is a what a FOR vote means for each of the proposals being considered.
(Note that shareowners in Pioneer Equity-Income Fund are not being asked to vote
on Proposal 1(a), which pertains only to Pioneer Capital Growth Fund.)

Proposal 1(b): Approve a new management contract with Pioneering Management
Corporation (PMC). The proposed fee is higher than the management fee currently
paid by the Fund to PMC.

Proposal 2: Elect nine Trustees to the Board. The Trustees supervise the Fund's
activities and review contractual arrangements with companies that provide
services to the Fund. All of the nominees currently serve as Trustees.

Proposal 3: Allow the Fund to be reorganized as a separate Delaware business
trust. Currently, Pioneer Growth Trust is registered as a single Massachusetts
business trust with three funds, one of which is Pioneer Equity-Income Fund.
(The others are Pioneer Capital Growth Fund and Pioneer Gold Shares.) As a
separate Delaware business trust, the Fund and its shareowners could benefit
from a decreased possibility of shareowner and Trustee liability and various
potential operating efficiencies described in the Proxy Statement.

Proposals 4(a), 4(b) and 4(c): Modernize certain investment restrictions to
conform to current standards in the mutual fund industry. The Trustees believe
the proposed changes are appropriate and necessary to provide future flexibility
in the Fund's investment operations. For details on each of the proposed
changes, we encourage you to review the Proxy Statement.

Proposal 5: Ratify the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the fiscal year ending October 31, 1998.

<PAGE>

PROPOSAL 1(b)
Q: What effect will the proposed new management contract have?
A: The proposed fee will ultimately be higher than that paid under the
existing contract.

The current management fee structure has been in place since the Fund's
inception in 1990. The Fund pays the investment adviser, Pioneering Management
Corporation (PMC), the following fees:

At current asset levels, the Fund is paying an effective management fee of
0.60%.

Proposal 1(b) calls for the fee to change to the following schedule:

0.600% of the Fund's average daily net assets up to $10 billion in net
assets, and 0.575% of the amount over $10 billion in net assets

At current asset levels, the Fund's effective fee would be essentially the same.
However, the new fee schedule would require a larger base of assets to realize
economies of scale, and will ultimately result in a higher fee.

Q: Why is the fee structure being changed?
A: The fee paid by your Fund has not changed since the Fund's inception in
1990. Over the past eight years, it has become significantly more
complicated and expensive to manage a mutual fund. The industry has changed
dramatically, particularly in terms of research, technology and salary
requirements. Any increased fee would be used primarily to enhance the
Fund's human resources, accounting and computer systems and research
capabilities, all of which we expect to help make the Fund more
competitive.

<PAGE>

Q: Why aren't you proposing a performance-based fee for this Fund?
A: A performance-based fee combines a basic fee with a performance
adjustment. That adjustment is determined by the Fund's
performance relative to an appropriate index. Currently, there is no suitable
benchmark index for your Fund, making a performance-based fee inappropriate at
this time.

For example, the Lipper Equity-Income Funds Index is not a good match because
funds in the group may invest in international securities and also in bonds,
including high-yield bonds. (Pioneer Equity-Income Fund invests only in U.S.
stocks or convertible securities.) In addition, the Fund's objective of
generating income means that it is not a good match with stock market or stock
fund indexes that consider only growth.

Q: The proposed new management fee seems the same to me. Is it?
A: In some ways yes and some ways no. At current asset levels, the Fund's
effective fee would be essentially the same. However, the new fee schedule would
require a larger base of assets to realize economies of scale, and ultimately
result in higher fees.

Q: Is the Fund's management fee competitive?
A: Yes. The Fund's proposed fee would be consistent with the fees paid by
competing funds with a similar investment
objective.

Naturally, before proposing a change in management fee, Pioneer undertook
extensive research into how much other mutual funds were paying in management
fees. Here's what we found:

At current asset levels, your Fund's proposed management fee would be
nearly in the bottom quarter (below 72%) of the fees paid by equity-income
funds.*
The median management fee paid by equity-income funds is 0.70%, well above
your Fund's proposed fee of 0.60%. Management fees paid by similar funds
range from 1.50% to 0.40%.

* The equity-income fund universe includes 65 funds with the equity-income
objective. It excludes institutional funds, index funds and funds that pay a
single, all-inclusive fee for management, transfer agency, custody, accounting,
etc., or some combination of these fees bundled with the management fee.

Q: When would the proposed fee take effect?
A: The effective date of the proposed contract is expected to be May 1,
1998.

<PAGE>

PROPOSAL 2
Q: Who is being nominated for Trustee?
A: All of the nine nominees currently serve as Trustees. Their
biographical information is included in the Proxy Statement.
The Trustees' primary role is to protect your interests as a shareowner.

PROPOSAL 3
Q: Why reorganize the Fund as a separate business trust?
A: Since it was introduced in 1990, Pioneer Equity-Income Fund and two other
funds have been registered as a single Massachusetts business trust, Pioneer
Growth Trust. (The two other funds are Pioneer Capital Growth Fund and Pioneer
Gold Shares.) Registering as a separate Delaware business trust offers the
potential for a variety of operating efficiencies and a decreased possibility of
shareowner and Trustee liability.

Q: Why reorganize the Fund as a Delaware business trust?
A: This proposal would allow the Fund to operate within the better-defined
regulations provided in Delaware, and also would allow the Fund more flexibility
to adapt to changes in the investment industry. The reorganization will have no
tax impact on shareowners. New classes of shares, if any are offered in the
future, also would have no effect on the value or operation of Fund shares
already in existence.

PROPOSALS 4(a), 4(b) and 4(c):
Q: Why are so many changes being proposed to the Fund's operations
structure and investment policies?
A: Since the Fund's last shareowner meeting, the mutual fund industry has
evolved. The Fund's Trustees believe the proposed changes are appropriate and
necessary to update the Fund and modernize it to conform with current standards
in the mutual fund industry, along with other Pioneer funds.

PROPOSAL 5
Q: Who is Arthur Andersen LLP?
A: Arthur Andersen LLP is one of the six largest CPA firms in the U.S. and
the firm is the current independent public
accountant for the Fund and other funds in the Pioneer family of mutual funds.

GENERAL QUESTIONS
Q: Who makes the final decisions about these proposals?
A: You do. The Trustees you have elected - whose primary role, as mentioned, is
protecting your interests as a shareowner have unanimously approved the
proposals and encourage you to vote FOR each. However, you must make the final
decision, either by attending the meeting in person or by giving your proxy
vote.

Q: When and where will the meeting take place?
A: The meeting is scheduled for April 21, 1998, in Boston.

Q: What if I have questions about my investment?
A: The investment professional through whom you purchased Pioneer
Equity-Income Fund can provide you with additional information as needed.

<PAGE>
Pioneer Gold Shares Proxy Solicitation Questions and Answers
FOR INTERNAL USE ONLY

Q: What do the proposals for Pioneer Gold Shares mean?
A: Pioneer Gold Shares periodically holds a shareowner meeting to vote on
certain issues. The upcoming meeting is scheduled for April 21, 1998. The Fund's
Trustees, whose primary function is to protect your interests as a shareowner,
recommend that you vote FOR each proposal.

Here is a what a FOR vote means for each of the proposals being considered.
(Note that shareowners in Pioneer Gold Shares are not being asked to vote on
Proposals 1(a) or 1(b), which pertain only to Pioneer Capital Growth Fund and
Pioneer Equity-Income Fund, respectively.)

Proposal 2: Elect nine Trustees to the Board. The Trustees supervise the Fund's
activities and review contractual arrangements with companies that provide
services to the Fund. All of the nominees currently serve as Trustees.

Proposal 3: Allow the Fund to be reorganized as a separate Delaware business
trust. Currently, Pioneer Growth Trust is registered as a single Massachusetts
business trust with three funds, one of which is Pioneer Gold Shares. (The
others are Pioneer Capital Growth Fund and Pioneer Equity-Income Fund.) As a
separate Delaware business trust, the Fund and its shareowners could benefit
from a decreased possibility of shareowner and Trustee liability and various
potential operating efficiencies described in the Proxy Statement.

Proposals 4(a), 4(b) and 4(c): Modernize certain investment restrictions to
conform to current standards in the mutual fund industry. The Trustees believe
the proposed changes are appropriate and necessary to provide future flexibility
in the Fund's investment operations. For details on each of the proposed
changes, we encourage you to review the Proxy Statement.

Proposal 5: Ratify the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the fiscal year ending October 31, 1998.

<PAGE>

PROPOSAL 3
Q: Why reorganize the Fund as a Delaware business trust?
A: This proposal would allow the Fund to operate within the better-defined
regulations provided in Delaware, and also would allow the Fund more flexibility
to adapt to changes in the investment industry. The reorganization will have no
tax impact on shareowners. New classes of shares, if any are offered in the
future, also would have no effect on the value or operation of Fund shares
already in existence.

Q: Why reorganize the Fund as a separate business trust?
A: Since it was introduced in 1990, Pioneer Gold Shares and two other funds have
been registered as a single Massachusetts business trust, Pioneer Growth Trust.
(The two other funds are Pioneer Capital Growth Fund and Pioneer Equity-Income
Fund.) Registering as a separate Delaware business trust offers the Fund
potential for a variety of operating efficiencies and a decreased possibility of
shareowner and Trustee liability.

PROPOSALS 4(a), 4(b) and 4(c):
Q: Why are so many changes being proposed to the Fund's operations
structure and investment policies?
A: Since the Fund's last shareowner meeting, the mutual fund industry has
evolved. The Fund's Trustees believe the proposed changes are appropriate and
necessary to update the Fund and modernize it to conform with current standards
in the mutual fund industry, along with other Pioneer funds.

<PAGE>

GENERAL QUESTIONS
Q: Who makes the final decisions about these proposals?
A: You do. The Trustees you have elected - whose primary role, as mentioned, is
protecting your interests as a shareowner have unanimously approved the
proposals and encourage you to vote FOR each. However, you must make the final
decision, either by attending the meeting in person or by giving your proxy
vote.

Q: When and where will the meeting take place?
A: The meeting is scheduled for April 21, 1998, in Boston.

Q: When would the proposed changes take effect?
A: The effective date is expected to be May 1, 1998.

Q: What if I have questions about my investment?
A: The investment professional through whom you purchased Pioneer
Gold Shares can provide you with additional information as
needed.