May 7, 1998
PIONEER CAPITAL GROWTH FUND
Supplement to Prospectus dated February 2, 1998
The following information supplements the corresponding
section in the Prospectus:
I. EXPENSE INFORMATION
At a Special Meeting of Shareholders held on April 30, 1998, the
shareholders of the Fund approved a proposal for a new management contract under
which the basic rate of the management fee payable to Pioneering Management
Corporation ("PMC") will be increased or decreased based upon the Fund's
investment performance relative to the record of a benchmark securities index.
Under the new contract, the "Annual Operating Expenses" and the "Example" shown
on page 2 of the Fund's prospectus will change as set forth below. The
"Shareholder Transaction Expenses" shown on page 2 of the Fund's prospectus will
not change as a result of the new contract.
The table below reflects expenses based on actual expenses for the
fiscal year ended October 31, 1997. Management fees have been restated to
reflect the basic, maximum and minimum fees payable to PMC under the new
management contract.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Annual Operating Expenses (As a Percentage of Average Net Assets):
Class A Shares Management Fee
Basic Maximum Minimum
Management Fee 0.65% 0.75% 0.55%
12b-1 Fees 0.25% 0.25% 0.25%
Other Expenses (including accounting and transfer
agent fees, custodian fees and printing expenses) 0.23% 0.23% 0.23%
---- ---- ----
Total Operating Expenses 1.13% 1.23% 1.03%
==== ==== ====
Class B Shares Management Fee
Basic Maximum Minimum
Management Fee 0.65% 0.75% 0.55%
12b-1 Fees 1.00% 1.00% 1.00%
Other Expenses (including accounting and transfer
agent fees, custodian fees and printing expenses) 0.25% 0.25% 0.25%
---- ---- ----
Total Operating Expenses 1.90% 2.00% 1.80%
==== ==== ====
Class C Shares Management Fee
Basic Maximum Minimum
Management Fee 0.65% 0.75% 0.55%
12b-1 Fees 1.00% 1.00% 1.00%
Other Expenses (including accounting and transfer
agent fees, custodian fees and printing expenses) 0.23% 0.23% 0.23%
---- ---- ----
Total Operating Expenses 1.88% 1.98% 1.78%
==== ==== ====
Example:
You would pay the following fees and expenses on a $1,000 investment,
with or without redemption at the end of each time period, assuming a 5% annual
return, reinvestment of all dividends and distributions and that the percentage
amounts listed above under "Annual Operating Expenses" remain the same each
year.
Class A Shares
Management Fee 1 Year 3 Years 5 Years 10 Years
Basic $68 $91 $116 $187
Maximum $69 $94 $121 $198
Minimum $67 $88 $111 $176
Class B Shares
Management Fee 1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Basic
Assuming complete redemption at end of period $59 $90 $123 $202
Assuming no redemption $19 $60 $103 $202
Maximum
Assuming complete redemption at end of period $60 $93 $128 $213
Assuming no redemption $20 $63 $108 $213
Minimum
Assuming complete redemption at end of period $58 $87 $117 $191
Assuming no redemption $18 $57 $97 $191
Class C Shares
Management Fee 1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Basic
Assuming complete redemption at end of period $29 $59 $102 $220
Assuming no redemption $19 $59 $102 $220
Maximum
Assuming complete redemption at end of period $30 $62 $107 $231
Assuming no redemption $20 $62 $107 $231
Minimum
Assuming complete redemption at end of period $28 $56 $96 $209
Assuming no redemption $18 $56 $96 $209
- -------------------
* 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% CDSC.
THE EXAMPLE IS DESIGNED FOR INFORMATION PURPOSES ONLY, AND SHOULD NOT
BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURNS. ACTUAL
FUND EXPENSES AND RETURNS WILL VARY FROM YEAR TO YEAR AND MAY BE HIGHER OR LOWER
THAN THOSE SHOWN.
</TABLE>
III. INVESTMENT OBJECTIVE AND POLICIES
The shareholders of the Fund also approved changes in the Fund's
policies relating to a number of the fundamental investment restrictions set
forth in the Fund's statement of additional information. However, none of these
changes have a material effect on the Fund's current investment operations and
will not be effected until the Fund's statement of additional information has
been amended or supplemented as necessary to reflect these changes.
IV. MANAGEMENT OF THE FUND
MANAGEMENT FEE
Under the new management contract, as compensation for its management
related services and certain expenses which PMC incurs on behalf of the Fund,
the Fund pays PMC a management fee that is comprised of two components. The
first component is a basic fee (the "Basic Fee") equal to 0.70% per annum 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 second component is a
performance fee adjustment.
Computing The Performance Fee Adjustment
The Basic Fee is subject to an 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 Lipper Growth Funds Index (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 of +/- 10 percentage points) is multiplied
by a performance adjustment rate of 0.01%. An appropriate percentage of this
rate (based on the number of days in the current month) is then applied to the
Fund's average net assets over the entire performance period, giving the dollar
amount that 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
+/-0.01% of the average daily net assets for that year.
Because the adjustment to the Basic Fee is based on the comparative
performance of the Fund's Class A shares and the record of the Index, the
controlling factor is not whether the performance of the Fund's Class A shares
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's Class A
shares is based solely on the relevant performance period without regard to the
cumulative performance over a longer or shorter period of time.
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 Fund's performance. 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 Fund's performance relative to the Index will still be
used in calculating the performance adjustment concerning portions of the
performance period prior to the approval of the successor index.
In addition, because of the possible future identification of a more
appropriate class of Fund shares for comparison with the Index, the Trustees
have reserved 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.
Phase-In of Performance Fee Arrangements
The Fund's current management contract with PMC became effective May 1,
1998. Under the terms of the contract, beginning on May 1, 1998 (the "Effective
Date") the Fund pays management fees at a rate equal to the Basic Fee. The
performance adjustment will be phased-in as follows: (a) during the initial
12-month period, the Basic Fee will remain unadjusted, (b) during the following
24 months, the Fund's performance will be measured over an increasing period
covering the current month and the prior months dating back to the Effective
Date, (c) beginning in the thirty-sixth month, the duration of the Fund's
performance period will become fixed and (d) thereafter, the Fund's performance
will be measured over a rolling thirty-six month period covering the current
month and the prior thirty-five months (each a "Performance Period"). The Fund
will pay management fees at a rate equal to the Basic Fee plus or minus the
amount of the performance adjustment for the relevant Performance Period.
The Basic Fee is computed daily, the performance fee adjustment is
calculated once per month as required by the relevant Performance Period and the
entire management fee is paid monthly.
XIII. THE FUND
The April 30, 1998 meeting was adjourned until June 18, 1998 with
respect to a proposal for the reorganization of the Fund's charter from a single
Massachusetts business trust with three funds, one of which was Pioneer Capital
Growth Fund, to a separate Delaware business trust.
0598-5235
(C) Pioneer Funds Distributor, Inc.
<PAGE>
May 7, 1998
PIONEER EQUITY-INCOME FUND
Supplement to Prospectus dated February 2, 1998
The following information supplements the corresponding
section in the Prospectus:
I. EXPENSE INFORMATION
At a Special Meeting of Shareholders held on April 30, 1998, the
shareholders of the Fund approved a proposal for a new management contract under
which the management fee payable to Pioneering Management Corporation ("PMC")
would be increased at the Fund's current average daily net asset level. Under
the proposed contract, the "Annual Operating Expenses" and the "Example" shown
on page 2 of the Fund's prospectus will change as set forth below. The
"Shareholder Transaction Expenses" shown on page 2 of the prospectus will not
change as a result of the new contract.
The table reflects expenses based on actual expenses for the fiscal year
ended October 31, 1997. Management fees have been restated to reflect the fees
payable to PMC under the new management contract. See "Management of the Fund."
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Annual Operating Expenses (As a Percentage of Average Net Assets):
Class A Class B Class C
Management Fee 0.60% 0.60% 0.60%
12b-1 Fees 0.25% 1.00% 1.00%
Other Expenses (including accounting and transfer
agent fees, custodian fees and printing expenses) 0.24% 0.26% 0.30%
---- ---- ----
Total Operating Expenses 1.09% 1.86% 1.90%
==== ==== ====
Example:
You would pay the following fees and expenses on a $1,000 investment,
with or without redemption at the end of each time period, assuming a 5% annual
return, reinvestment of all dividends and distributions and that the percentage
amounts listed above under "Annual Operating Expenses" remain the same each
year.
Management Fee 1 Year 3 Years 5 Years 10 Years
Class A shares $68 $90 $114 $182
Class B shares
Assuming complete redemption at end of period $59 $88 $120 $197
Assuming no redemption $19 $58 $100 $197
Class C shares
Assuming complete redemption at end of period $29 $59 $102 $221
Assuming no redemption $19 $59 $102 $221
- -------------------
* 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% CDSC.
</TABLE>
THE EXAMPLE IS DESIGNED FOR INFORMATION PURPOSES ONLY, AND SHOULD NOT
BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURNS. ACTUAL
FUND EXPENSES AND RETURNS WILL VARY FROM YEAR TO YEAR AND MAY BE HIGHER OR LOWER
THAN THOSE SHOWN.
III. INVESTMENT OBJECTIVE AND POLICIES
The shareholders of the Fund also approved changes in the Fund's
policies relating to a number of the fundamental investment restrictions set
forth in the Fund's statement of additional information. However, none of these
changes have a material effect on the Fund's current investment operations and
will not be effected until the Fund's statement of additional information has
been amended or supplemented as necessary to reflect these changes.
IV. MANAGEMENT OF THE FUND
Under the new management contract, as compensation for its management
services and certain expenses which PMC incurs on behalf of the Fund, PMC is
entitled to an annual management 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
management fee is normally computed daily and paid monthly.
XIII. THE FUND
The April 30,1998 meeting was adjourned until June 18, 1998 with
respect to a proposal for the reorganization of the Fund's charter from a single
Massachusetts business trust with three funds, one of which was Pioneer
Equity-Income Fund, to a separate Delaware business trust.
0598-5236
(C) Pioneer Funds Distributor, Inc.
<PAGE>
May 7, 1998
PIONEER GOLD SHARES
Supplement to Prospectus dated February 2, 1998
The following information supplements the corresponding
section in the Prospectus:
III. INVESTMENT OBJECTIVE AND POLICIES
At a Special Meeting of Shareholders held on April 30, 1998, the
shareholders of the Fund approved changes in the Fund's policies relating to a
number of the fundamental investment restrictions set forth in the Fund's
statement of additional information. However, none of these changes have a
material effect on the Fund's current investment operations and will not be
effected until the Fund's statement of additional information has been amended
or supplemented as necessary to reflect these changes.
IV. MANAGEMENT OF THE FUND
Mr. David Tripple, President and Chief Investment Officer of PMC and
Executive Vice President of each Pioneer mutual fund, has general responsibility
for PMC's investment operations and chairs a committee of PMC's equity managers
which reviews PMC's research and portfolio operations, including those of the
Fund. Mr. Tripple joined PMC in 1974. Ms. Theresa Hamacher, Senior Vice
President of PMC, oversees U.S. equity research and portfolio management.
The Fund is covered by a team of managers and analysts which does
research for and oversees the management of the Fund. Members of the team meet
regularly to discuss holdings, prospective investments and portfolio
composition.
Day-to-day management of the Fund has been responsibility of Mr.
Michael P. Bradshaw, Vice President of the Fund and PMC, since December 1, 1997.
Mr. Bradshaw joined PMC in July of 1997 and has four years of investment
experience. During these four years he worked as a financial analyst and as a
research associate within the equity research department of a major Canadian
securities firm. Prior to this time, he was an associate and a partner with an
investor relations group for two years and an exploration geologist for six
years.
XIII. THE FUND
The April 30, 1998 meeting was adjourned until June 18, 1998 with
respect to a proposal for the reorganization of the Fund's charter from a single
Massachusetts business trust with three funds, one of which was Pioneer Gold
Shares, to a separate Delaware business trust.
0598-5237
(C) Pioneer Funds Distributor, Inc.
