[landscape oriented on proxy card]
FOR YOUR CONVENIENCE
YOU MAY FAX YOUR VOTE, TOLL-FREE, DIRECTLY TO OUR PROXY TABULATOR AT
1-888-451-8683
PLEASE BE SURE TO SIGN YOUR CARD AND FAX BOTH SIDES.
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[triangle] Please fold and detach card at perforation before mailing [triangle]
PIONEER GROWTH TRUST PROXY FOR THE ADJOURNED MEETING OF SHAREHOLDERS
60 STATE STREET, BOSTON, TO BE HELD THURSDAY, JUNE 18, 1998
MASSACHUSETTS 02109
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 Adjourned 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 Thursday, June 18, 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 matter (as more
fully described in the Proxy Statement dated March 12, 1998) 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:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST. 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).
Dated: ____________, 199_
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.
----------------------------
Signature of Shareholder(s)
----------------------------
Signature of Joint
Shareholder(s) (if any)
<PAGE>
PLEASE VOTE THIS PROXY CARD TODAY!
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YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS.
NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE.
-----------------------------------------------------------------------
Please vote by filling in the appropriate box below.
[triangle] Please fold and detach card at perforation before mailing [triangle]
(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:
_ 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.
<PAGE>
Pioneer Capital Growth Fund
60 State Street
Boston, MA 02109
May 1998
Dear Fellow Shareowner,
On April 21, 1998, and April 30, 1998, your Fund held shareowner meetings to
vote on several important proposals. Enough shareowners voted to obtain the
required response for four of the proposals, all of which shareowners approved.
(The proposals approved at the April 21 and April 30 meetings are listed on the
back of this letter.)
Unfortunately, not enough shareowners responded to obtain the required vote for
the other proposal, Proposal 3. The meeting date for Proposal 3 has been
adjourned, or postponed, until June 18, 1998. You have a final opportunity to
voice your opinion on Proposal 3, and we hope you take time now to vote on the
proposal.
Please take a moment to read Proposal 3 and cast your vote.
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 all described in the Proxy Statement.
The Fund's Board of Trustees, whose primary role is to protect shareowners'
interests, believe the proposed reorganization is fair and reasonable and
recommend that you vote FOR the proposal. They considered many factors:
THE PROPOSED REORGANIZATION MAY HELP SAVE THE FUND AND SHAREOWNERS MONEY.
As a single Delaware business trust, the Fund would be able to operate
within the better-defined regulations provided in Delaware. The Fund would
also have the ability to adapt to new laws without going to the expense of
a special shareowner meeting, which will help save the Fund, and
shareowners, money.
A DECREASE IN SHAREOWNER AND TRUSTEE LIABILITY. Delaware law is more
definitive and specifically protects shareowners and trustees of a Delaware
business trust from liability for the Fund's debts or obligations.
Please cast your vote on Proposal 3 now by completing and signing the enclosed
proxy card. Please mail your completed and signed proxy as quickly as possible,
using the postage-paid envelope provided. OR, FOR YOUR CONVENIENCE, FAX YOUR
PROXY CARD USING PIONEER'S TOLL-FREE FAX LINE AT 1-888-451-8683. PLEASE BE SURE
TO SIGN YOUR PROXY CARD AND FAX BOTH THE FRONT AND BACK OF THE CARD. You can
call Pioneer at 1-800-225-6292 if you have any questions about the proposal or
the process for voting your shares. Thank you for your prompt response.
Sincerely,
John F. Cogan, Jr.,
Chairman and President
(callout in margin) VOTING YOUR SHARES BY MAIL OR FAX IS QUICK AND EASY.
EVERYTHING YOU NEED IS ENCLOSED.
(callout in margin) THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE
PROPOSAL.
(callout in margin) PLEASE VOTE ON PROPOSAL 3! YOUR VOTE IS EXTREMELY IMPORTANT,
NO MATTER HOW MANY SHARES YOU OWN.
<PAGE>
Shareowners approved these proposals on April 21, 1998.
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 5:
Ratify the selection of Arthur Andersen LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.
Shareowners approved these proposals on April 30, 1998.
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.
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.
Cast your vote on PROPOSAL 3 by completing and signing the proxy card. Please
mail your completed and signed proxy as quickly as possible, using the
postage-paid envelope provided.
0598-5224
capgroadj.doc
<PAGE>
Pioneer Capital Growth Fund Proxy Solicitation Questions and Answers
FOR INTERNAL USE ONLY
Q: What happened at the April 30, 1998 shareowners meeting?
A: The shareowners of Pioneer Capital Growth Fund had two proposals to vote on
at the April 30 meeting. The required level of response was obtained with
respect to Proposal 1(a) which involved the approval a new management contract
with Pioneering Management Corporation (PMC).
Unfortunately, the required level of response has not been obtained regarding
the remaining proposal -- Proposal 3 -- the reorganization of the Fund's charter
from a Massachusetts business trust to a Delaware business trust. As a result,
the meeting was adjourned until June 18, 1998. [See below for Proposal 3
Information.]
Earlier, on April 21, the required response was obtained for three of the five
original proposals, which shareowners approved. These proposals were: Proposals
2, 4 and 5.
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 nominees were elected.
Proposals 4(a), 4(b) and 4(c): Modernize certain investment restrictions to
conform to current standards in the mutual fund industry. The Trustees believed
that the changes were appropriate and necessary to provide future flexibility in
the Fund's investment operations.
Proposal 5: Arthur Andersen LLP was ratified as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.
Proposal Adjourned to June 18, 1998
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.
<PAGE>
Q: What does it mean to adjourn a shareowners meeting?
A: Since not enough votes were cast to achieve the required vote to decide this
proposal, management decided to "adjourn" or delay the scheduled date of the
shareholder meeting to June 18, 1998. The delay will enable the Fund to contact
shareowners who have not yet voted on the proposal in order to reach the
required level of response.
Q: What do I (the shareowner) need to do now?
A: If you have not already completed and returned the proxy card included in an
earlier package, please send it to us now in the postage paid envelope that was
provided. If you do not have your proxy card, I can fax a new card to you or
send you one by Federal Express. As stated in the original proxy, the Fund's
Trustees, whose primary function is to protect your interests as a shareowner,
recommend that you vote FOR the proposal.
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.
Reorganizing as a Delaware business trust may help save the Fund, and
shareowners, money because it will allow the Fund to adapt to new laws subject
to Trustee approval 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.
<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 2:30 p.m. on June 18, 1998, at the offices of
Hale & Dorr, 60 State Street, 26th Floor 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 happened at the April 30, 1998 shareowner meeting?
A: The shareowners of Pioneer Equity-Income Fund had one proposal to vote on at
the April 30 meeting. Unfortunately, shareowner response was low and not enough
shares were voted to obtain the required vote for the remaining proposal
- --Proposal 3 -- the reorganization of the Fund's charter from a Massachusetts
business trust to a Delaware business trust. As a result, the meeting for this
proposal was adjourned until June 18, 1998.
Earlier, on April 21, the required response was obtained for four of the five
original proposals, which shareowners approved. These proposals were: Proposals
1, 2, 4 and 5.
Proposals Approved April 21, 1998
Proposal 1(b): A new management contract with Pioneering Management
Corporation (PMC).
Proposal 2: Election of 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
were elected.
Proposals 4(a) through 4(c): Modernization of certain investment
restrictions to conform to current standards in the mutual fund
industry. The Trustees believed that the changes were appropriate and
necessary to provide future flexibility in the Fund's investment
operations.
Proposal 5: Arthur Andersen LLP was ratified as the Fund's independent
public accountants for the fiscal year ending October 31, 1998.
Proposal Adjourned to June 18, 1998
Proposal 3: Allows 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.
<PAGE>
Q: What does it mean to adjourn a shareowner meeting?
A: Since not enough votes were cast to achieve the required vote to decide this
proposal, management decided to "adjourn" or delay the scheduled date of the
shareholder meeting to June 18, 1998. The delay will enable the Fund to contact
shareowners who have not yet voted on the proposal in order to reach the
required level of response.
Q: What do I (the shareowner) need to do now?
A: If you have not already completed and returned the proxy card included in an
earlier package, please send it to us now in the postage paid envelope that was
provided. If you do not have your proxy card, I can fax a new card to you or
send you one by Federal Express. As stated in the original proxy, the Fund's
Trustees, whose primary function is to protect your interests as a shareowner,
recommend that you vote FOR the proposal.
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.
Reorganizing as a Delaware business trust may help save the Fund, and
shareowners, money because it will allow the Fund to adapt to new laws subject
to Trustee approval 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 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.
<PAGE>
GENERAL QUESTIONS
Q: Who makes the final decisions about these proposal?
A: You do. The Trustees you have elected - whose primary role, as mentioned, is
protecting your interests as a shareowner have unanimously approved the proposal
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 2:30 p.m. on June 18, 1998, at the offices of
Hale & Dorr, 60 State Street, 26th Floor 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.
<PAGE>
Pioneer Gold Shares Proxy Solicitation Questions and Answers
FOR INTERNAL USE ONLY
Q: What happened at the April 30, 1998 shareowner meeting?
A: The shareowners of Pioneer Gold Shares had two proposals to vote on at the
April 30 meeting. The required response was obtained with respect to Proposal 4,
which involved the modernization of certain investment restrictions.
Unfortunately, the required level of response has not been obtained regarding
the remaining proposal -- Proposal 3 -- the reorganization of the Fund's charter
from a Massachusetts business trust to a Delaware business trust. As a result,
the meeting was adjourned until June 18, 1998. [See below for Proposal 3
Information.]
Earlier, on April 21, the required response was obtained for two of the four
original proposals, which shareowners approved. These proposals were: Proposals
2 and 5.
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 nominees were elected.
Proposal 5: Arthur Andersen LLP was ratified as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.
Proposal Adjourned April 30, 1998
Proposal 3: Allows 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.
<PAGE>
Q: What does it mean to adjourn a shareowner meeting?
A: Since not enough votes were cast to achieve the required vote to decide this
proposal, management decided to "adjourn" or delay the scheduled date of the
shareholder meeting to June 18, 1998. The delay will enable the Fund to contact
shareowners who have not yet voted on the proposal in order to reach the
required level of response.
Q: What do I (the shareowner) need to do now?
A: If you have not already completed and returned the proxy card included in an
earlier package, please send it to us now in the postage paid envelope that was
provided. If you do not have your proxy card, I can fax a new card to you or
send you one by Federal Express. As stated in the original proxy, the Fund's
Trustees, whose primary function is to protect your interests as a shareowner,
recommend that you vote FOR the proposal.
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.
Reorganizing as a Delaware business trust may help save the Fund, and
shareowners, money because it will allow the Fund to adapt to new laws subject
to Trustee approval 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 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.
<PAGE>
GENERAL QUESTIONS
Q: Who makes the final decisions about this proposal?
A: You do. The Trustees you have elected - whose primary role, as mentioned, is
protecting your interests as a shareowner have unanimously approved the proposal
and encourage you to vote FOR it. 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 2:30 p.m. on June 18, 1998, at the offices of
Hale & Dorr, 60 State Street, 26th Floor in Boston.
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.
