February 2, 1998
PIONEER CAPITAL GROWTH FUND
PIONEER EQUITY-INCOME FUND
PIONEER GOLD SHARES
Supplement to Prospectuses dated February 2, 1998
The Trustees of Pioneer Growth Trust, consisting of three separate series --
Capital Growth Fund ("Capital Growth"), Pioneer Equity-Income Fund
("Equity-Income") and Pioneer Gold Shares ("Gold Shares") (collectively, the
"Funds"), have approved certain changes to the Funds' operations, including new
management contracts for Capital Growth and Equity-Income. These changes have
been submitted for shareholder approval at a meeting scheduled to be held in
April, 1998. If approved by shareholders, the changes will take effect on or
after May 1, 1998.
INVESTMENT POLICIES
Changes in the Funds' policies relating to a number of the fundamental
investment restrictions set forth in the Trust's statement of additional
information have also been proposed. However, none of these changes are expected
to have a material effect on the Funds' current investment operations.
PIONEER CAPITAL GROWTH FUND
EXPENSE INFORMATION
As more fully described below, Capital Growth has submitted for shareholder
approval a proposed management contract under which the basic rate of management
fee payable to Pioneering Management Corporation ("PMC") would be increased or
decreased based upon Capital Growth's investment performance relative to the
record of a benchmark securities index. Under the proposed contract, the "Annual
Operating Expenses" and the "Example" shown on pages 2 of the Capital Growth
prospectus would change as set forth below. The "Shareholder Transaction
Expenses" shown on page 2 of the Capital Growth prospectus would not change as a
result of the new contract.
The information in the table below is based on Capital Growth's actual expenses
for the year ended October 31, 1997. Management fees have been restated to
reflect the basic, maximum and minimum fees payable under the proposed contract.
For the fiscal year ended October 31, 1997, actual management fees for each
Class of shares was 0.50% and total operating expenses were 0.98% for Class A
shares, 1.75% for Class B shares and 1.73% for Class C shares, under the
management contract currently in effect. Had the proposed contract been in
effect throughout this period management fees and total operating expenses would
have been the same as shown under the basic fee column below.
Annual Capital Growth Operating Expenses(As a Percentage of Average Net Assets):
<TABLE>
<CAPTION>
<S> <C> <C> <C>
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%
==== ==== ====
</TABLE>
<PAGE>
Example:
You would pay the following fees and expenses on a $1,000 investment,
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.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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.
</TABLE>
The example is designed for information purposes only, and should not
be considered a representation of past or future expenses or returns. Actual
Capital Growth expenses and return will vary from year to year and may be higher
or lower than those shown.
<PAGE>
MANAGEMENT FEE
Under the proposed management contract, as compensation for its
management related services and certain expenses which PMC incurs on behalf of
Capital Growth, Capital Growth would pay 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 Capital Growth'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 Capital Growth 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 +/- 0.10 percentage points)
would be 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) would
then be applied to Capital Growth'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 +/-0.10% of the average daily net
assets for that year.
Because the adjustment to the Basic Fee is based on the comparative
performance of Capital Growth's Class A shares and the record of the Index, the
controlling factor is not whether the performance of Capital Growth'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 Capital
Growth'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 Capital Growth's performance. In such event, a successor index may be
substituted for the Index in prospectively calculating the performance based
adjustment to the Base Fee. However, Capital Growth'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.
Phase-In of Performance Fee Arrangements
As indicated above, if approved by shareholders, the proposed contract
with PMC will become effective on May 1, 1998 (the "Effective Date").
Accordingly, beginning in May 1998, Capital Growth will begin paying 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, Capital Growth'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 Capital Growth's performance period will
become fixed and (d) thereafter, Capital Growth's performance would be measured
over a rolling thirty-six month period covering the current month and the prior
thirty-five months (each a "Performance Period"). Capital Growth 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.
PIONEER EQUITY-INCOME FUND
EXPENSE INFORMATION
As more fully described below, Equity-Income has submitted for
shareholder approval a proposed management contract under which the management
fee payable to 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 pages 2 of the Equity-Income prospectus would change as
set forth below. The "Shareholder Transaction Expenses" shown on page 2 of the
Equity-Income prospectus would not change as a result of the new contract.
1
<PAGE>
The information in the table below is based on Equity-Income's actual
expenses for the year ended October 31, 1997. Management fees have been restated
to reflect the fees payable under the proposed contract. For the fiscal year
ended October 31, 1997, actual management fees for each Class of shares was
0.61% and total operating expenses were 1.10% for Class A shares, 1.87% for
Class B shares and 1.91% for Class C shares, under the management contract
currently in effect. Had the proposed contract been in effect throughout this
period management fees and total operating expenses would have been the same as
shown below.
Annual Equity-Income Operating Expenses (As a Percentage of Average Net Assets):
<TABLE>
<CAPTION>
<S> <C> <C> <C>
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%
==== ==== ====
</TABLE>
Example:
You would pay the following fees and expenses on a $1,000 investment,
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.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
Equity-Income expenses and return will vary from year to year and may be higher
or lower than those shown.
MANAGEMENT FEE
Under the proposed management contract, as compensation for its
management related services and certain expenses which PMC incurs on behalf of
Equity-Income, Equity-Income would pay PMC an annual management fee equal to
0.60% of Equity-Income's average daily net assets up to $10 billion and 0.575%
of the excess over $10 billion. The management fee would be computed daily and
paid monthly.
0198-4886
(C) Pioneer Funds Distributor, Inc.
