<PAGE>
[logo] PIONEER
Pioneer
Equity-Income
Fund
SEMIANNUAL REPORT 4/30/98
<PAGE>
Table of Contents
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 6
Schedule of Investments 9
Financial Statements 16
Notes to Financial Statements 22
Report of Independent Public Accountants 26
Results of Shareowner Meetings 27
Trustees, Officers and Service Providers 29
</TABLE>
<PAGE>
Pioneer Equity-Income Fund
LETTER FROM THE CHAIRMAN 4/30/98
Dear Shareowner,
- --------------------------------------------------------------------------------
I am pleased to introduce this semiannual report for Pioneer Equity-Income
Fund, covering the six months ended April 30, 1998. On behalf of your
investment team, I thank you for your interest and this opportunity to comment
on today's investing environment.
The United States' economic news continued to be positive, propelling our
domestic stock market to yet another series of record highs. Large-
capitalization stocks were the big winners, with the Dow Jones Industrial
Average returning over 22% as concerns about the Asian financial crisis drew
investors toward the safety of U.S. "blue chip" companies like those in your
Fund.
We believe that using a solid value approach to choosing stocks - purchasing
them at reasonable prices and holding them until we think they reach full value
- - will help provide the best opportunity for positive long-term results. While
it is impossible to predict the direction of the markets with any degree of
certainty, the fact remains that large company stocks' record-breaking pace has
pushed that group's average price-to-earnings ratio to an all-time high. The
rest of the market, on the other hand, is trading at lower levels. It would not
be surprising to see new trends emerge as investors search for more reasonable
valuations. Since markets tend to run in cycles, we encourage you to speak with
your investment professional about managing your risk by spreading your
investments among different types of funds, including those that invest
overseas or globally. Investors who maintain a diversified portfolio and a
long-term perspective have the potential to weather any short-term risks the
market may pose.
I encourage you to read on to learn more about Pioneer Equity-Income Fund. If
you have questions, please contact your investment professional, or Pioneer at
1-800-225-6292.
Respectfully,
/s/ John F. Cogan, Jr.,
John F. Cogan, Jr.,
Chairman and President
1
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Pioneer Equity-Income Fund
PORTFOLIO SUMMARY 4/30/98
P o r t f o l i o D i v e r s i f i c a t i o n
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[pie chart]
U.S. Common Stocks 98.8%
U.S. Convertible Securities 0.7%
U.S. Preferred Stocks 0.2%
Short-Term Cash Equivalents 0.3%
S e c t o r D i s t r i b u t i o n
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[pie chart]
Financial 22%
Communication Services 14%
Utilities 13%
Healthcare 11%
Basic Materials 9%
Consumer Cyclicals 7%
Consumer Staples 7%
Energy 7%
Technology 6%
Capital Goods 4%
1 0 L a r g e s t H o l d i n g s
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<S> <C> <C> <C>
1. Schering-Plough Corp. 4.81% 6. Amoco Corp. 2.33%
2. SBC Communications, Inc. 2.76 7. May Department 2.13
Stores Co.
3. Ameritech Corp. 2.75 8. Chrysler Corp. 2.03
4. Ford Motor Co. 2.50 9. Eastman Kodak Co. 1.95
5. American National 2.40 10. Old Kent Financial Corp. 1.93
Insurance Co.
</TABLE>
Fund holdings will vary for other periods.
2
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Pioneer Equity-Income Fund
PERFORMANCE UPDATE 4/30/98 CLASS A SHARES
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 4/30/98 10/31/97
$ 28.28 $ 24.78
Distributions per Share Income Short-Term Long-Term
(10/31/97- 4/30/98) Dividends Capital Gains Capital Gains
$ 0.248 $ 0.089 $ 0.636
</TABLE>
I n v e s t m e n t R e t u r n s
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Equity-Income Fund at public offering price, compared to the growth
of the Standard & Poor's 500 Index.
[boxed table]
- ----------------------------------------
Average Annual Total Returns
(As of April 30, 1998)
<TABLE>
<S> <C> <C>
Public
Net Asset Offering
Period Value Price*
Life-of-Fund 17.55% 16.66%
(7/25/90)
5 Years 17.93 16.54
1 Year 39.97 31.94
</TABLE>
- ----------------------------------------
* Reflects deduction of the maximum
5.75% sales charge at the beginning of
the period and assumes reinvestment
of distributions at net asset value.
[mountain chart]
Growth of $10,000
<TABLE>
<CAPTION>
Pioneer Equity-Income Standard & Poor's
Fund* 500 Index
<S> <C> <C>
7/25/90 9425 10000
8160 8597
9913 10794
11025 11477
4/92 11947 12311
12848 12616
14517 13446
15509 14494
4/94 15111 14162
15523 15055
16234 16628
18552 19023
4/96 20518 21639
21433 23593
23654 27073
27948 31168
4/98 33109 38170
</TABLE>
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely held
common stocks listed on the New York Stock Exchange, American Stock Exchange and
the Over-the-Counter market. Index returns assume reinvestment of dividends and,
unlike Fund returns, do not reflect any fees, expenses or sales charges. You
cannot invest directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
3
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Pioneer Equity-Income Fund
PERFORMANCE UPDATE 4/30/98 CLASS B SHARES
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 4/30/98 10/31/97
$ 28.09 $ 24.63
Distributions per Share Income Short-Term Long-Term
(10/31/97- 4/30/98) Dividends Capital Gains Capital Gains
$ 0.161 $ 0.089 $ 0.636
</TABLE>
I n v e s t m e n t R e t u r n s
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Equity-Income Fund, compared to the growth of the Standard & Poor's
500 Index.
[boxed table]
- ----------------------------------------
<TABLE>
<S> <C> <C>
Average Annual Total Returns
(As of April 30, 1998)
If If
Period Held Redeemed*
Life-of-Fund 21.39% 21.12%
(4/4/94)
1 Year 38.89 34.89
</TABLE>
- ----------------------------------------
* Reflects deduction of the maximum
applicable contingent deferred sales
charge (CDSC) at the end of the
period and assumes reinvestment
of distributions. The maximum CDSC
of 4% declines over six years.
[mountain chart]
Growth of $10,000
<TABLE>
<CAPTION>
Pioneer Equity-Income Standard & Poor's
Fund* 500 Index
<S> <C> <C>
4/94 10000 10000
10343 10273
10666 10521
10593 10921
4/95 10436 10956
11036 12062
12072 13259
12575 13800
4/96 13678 15181
13854 15697
13330 15443
14416 17115
4/97 15614 19176
15846 19639
18565 23490
18646 22610
20258 24332
4/98 21809 27689
</TABLE>
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the Over-the-Counter market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
4
<PAGE>
Pioneer Equity-Income Fund
PERFORMANCE UPDATE 4/30/98 CLASS C SHARES
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 4/30/98 10/31/97
$ 28.06 $ 24.61
Distributions per Share Income Short-Term Long-Term
(10/31/97- 4/30/98) Dividends Capital Gains Capital Gains
$ 0.160 $ 0.089 $ 0.636
</TABLE>
I n v e s t m e n t R e t u r n s
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Equity-Income Fund, compared to the growth of the Standard & Poor's
500 Index.
[boxed table]
- -------------------------------------
<TABLE>
<S> <C> <C>
Average Annual Total Returns
(As of April 30, 1998)
If If
Period Held Redeemed*
Life-of-Fund 23.49% 23.49%
(1/31/96)
1 Year 38.88 38.88
</TABLE>
- -------------------------------------
* Assumes reinvestment of distributions.
The 1% contingent deferred sales charge
(CDSC) applies to investments sold
within one year of purchase.
[mountain chart]
Growth of $10,000
<TABLE>
<CAPTION>
Pioneer Equity-Income Standard & Poor's
Fund* 500 Index
<S> <C> <C>
1/96 10000 10000
4/96 10133 10340
9745 10172
10/96 10534 11274
11405 12632
4/97 11575 12937
13563 15473
10/97 13622 14894
14795 16028
4/98 16075 18240
</TABLE>
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely held
common stocks listed on the New York Stock Exchange, American Stock Exchange and
the Over-the-Counter market. Index returns assume reinvestment of dividends and,
unlike Fund returns, do not reflect any fees, expenses or sales charges. You
cannot invest directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
5
<PAGE>
Pioneer Equity-Income Fund
PORTFOLIO MANAGEMENT DISCUSSION 4/30/98
Dear Shareowner,
- --------------------------------------------------------------------------------
We are pleased to report Pioneer Equity-Income Fund's continued success as we
hit the midpoint of its ninth fiscal year. While the stock market in the United
States has not gone up in a straight line in recent months, it has gone up, and
so has the Fund's share price.
For the six months ended April 30, 1998, the Fund delivered total returns of
18.46% for Class A Shares, 18.03% for Class B Shares and 18.00% for Class C
Shares - all at net asset value. These returns were ahead of the average
equity-income fund's return of 16.30%. (Lipper Analytical Services, Inc., an
independent mutual fund research firm, tracked 214 funds for the six months.)
Looking at the past 12 months, the Fund's returns earned it a place among the
top 16% of similar funds. (Of 197 funds, Class A Shares ranked 23, Class B, 30
and Class C, 31.)*
Dividends Are Still Important, although Not Very Popular
In the three months ended April 30, 1998, however, the Fund's performance lost
some of its momentum, and its portfolio of dividend-paying stocks lagged the
broader market. In general, the strength in the stock market has been
concentrated in "growth" names, and dividends have appeared to be of scant
interest to investors. We find that dividends can provide a useful buffer
during rough periods for stocks, and we always view a lack of emphasis on them
by investors as a sign of diminished caution.
Going back through American financial history, one learns that dividends were
frequently much more highly prized than they are today. In the 1800s, for
instance, when equity prices were not always so easy to determine and
transactions were sometimes difficult to undertake, the cash that companies
returned to stockholders in the form of dividends was regarded as the surest
kind of return. In this century, too, over some long stretches when share
prices have been relatively flat or directionless -
- --------------------------------------------------------------------------------
* Lipper Analytical Services, an independent research organization, ranks funds
according to total return performance. Rankings vary over time and do not
reflect the effects of sales charges. For the three- and five-year periods,
the Fund's Class A Shares ranked 32 and 42 of 130 and 68 funds,
respectively. Past performance does not guarantee future results.
6
<PAGE>
Pioneer Equity-Income Fund
for example between the late 1920s and the early 1940s and between the late
1960s and early 1980s - investors have regarded dividends favorably. The
dividend yield on the Standard & Poor's 500 Index today is at an all-time low
of 1.41%; when your Fund was introduced in 1990, it was 3.28%. We do not know
where yields will go from here, but we intend to continue our emphasis on
strong dividend-payers. It is part of our discipline not to abandon caution.
The Trend toward Consolidation
Everyone who follows the stock market will certainly have taken note of the
large number of mergers and acquisitions. Companies in the United States and
Europe have been bitten by the consolidation bug. Consultants, investment
bankers and economic commentators alike have counseled companies to "bulk up"
in their basic business or combine with companies having similar kinds of
products that might then be "cross sold." To date, this trend has translated
into big gains for your Fund.
The financial services sector has seen an especially large number of such
mergers, but many other industries have also been affected - automobiles,
telecommunications, electric utilities, entertainment, transportation, oil and
gas. Your Fund has significant investments in most of these industries; a
number of holdings are, in fact, merged entities. Bell Atlantic, for example,
combines the former Bell Atlantic and Nynex, and SBC Communications joins the
former Southwestern Bell with Pacific Telesis. The portfolio received shares of
Kinder Morgan Energy Partners when it acquired Santa Fe Pacific Pipeline
Partners. Most recently, First Union absorbed CoreStates Financial in exchange
for stock. Portfolio companies Chrysler, H.F. Ahmanson, Mercantile Stores,
Ameritech and DQE have all received merger proposals. In fact, offers for
Ameritech and DQE have come from other companies in the portfolio (SBC
Communications and Allegheny Energy, respectively).
Years down the road mergers sometimes unwind, often helping boost stock prices
when investors perceive that the change will increase profitability. E.I.
DuPont de Nemours has just announced that it will begin the process of
"spinning off" its Conoco oil-and-gas subsidiary. Pepsico has already done that
with its restaurant operations, and Ford has distributed shares of Associates
First Financial. Little is "permanent" in the business world; change is usually
the norm. The magnitude and intensity of present-day corporate transactions are
remarkable, however, by any standards. For us as investment analysts, the
challenge is to look at each transaction closely and
7
<PAGE>
Pioneer Equity-Income Fund
decide whether it creates the potential for additional value in our portfolio.
The market pitches opportunities at us on almost a daily basis, it seems, and
we have to choose, and fairly quickly, which ones to swing at.
The Portfolio at Midyear
Recent portfolio activity included two initial purchases and two liquidations.
Mellon Bank is a strong presence in "fee-based" financial services including
mutual funds, pension funds and shareholder services, as well as a good
operator in commercial and retail banking. Its returns on equity are high.
Johnson & Johnson is one of the oldest and most diversified pharmaceutical,
hospital-supply and consumer-healthcare products companies. Known universally
for its baby powders and Band-Aids, Johnson & Johnson has also paid dividends
regularly for many decades. In the case of the positions sold, Borden Chemicals
& Plastics and Peoples Energy, we could no longer feel confident in their
prospects relative to alternative investments. On a sector basis, we made few
adjustments over the period. The portfolio remains well diversified, and our
emphasis on telecommunications is still in place, having generated good results
to date.
Saddling Up and Moving Out
Knowing the future would not, we think, be an unalloyed benefit in investing,
popular views notwithstanding. Events are predicted everyday, but reactions to
them can be very surprising. Thus, we could know what will happen without
knowing the repercussions, and investment opportunities and difficulties often
lie in the repercussions. We always take our cues from the companies
themselves. We look at what they are doing with their capital-spending and
research-and-development dollars, and we are always looking for evidence of
change, tangible signs of new development and real commitments to futuristic
concepts. We prefer to invest in companies that are themselves investing. This
is our basic task, and this is how we believe we can help you meet your
long-term goals.
We are grateful for your continued support. Please get in touch at any time
with questions or comments.
Respectfully,
/s/ John A. Carey
John A. Carey,
Portfolio Manager
8
<PAGE>
Pioneer Equity-Income Fund
SCHEDULE OF INVESTMENTS 4/30/98
<TABLE>
<CAPTION>
Principal
Amount Value
<S> <C> <C>
INVESTMENT IN SECURITIES - 99.7%
CONVERTIBLE CORPORATE BOND - 0.2%
$1,250,000 Phototronics Inc., 6.0%, 6/1/04 $ 1,859,825
------------
Total Convertible Corporate Bond
(Cost $1,250,000) $ 1,859,825
------------
Shares
PREFERRED STOCKS - 0.7%
15,300 Airtouch Communications, Inc., 4.25%, 8/16/16
(Convertible) $ 1,175,231
22,200 Lakehead Pipe Line Partners, L.P. 1,037,850
51,500 Lomak Petroleum, 5.75%, 11/1/27 (144A) (Convertible) 2,198,432
20,000 The Rouse Co., $3.00 (Series B) (Convertible) 1,000,000
500 Sprint Corp., 8.25%, 3/31/00 (Convertible) 30,563
------------
Total Preferred Stocks
(Cost $5,153,452) $ 5,442,076
------------
COMMON STOCKS - 98.8%
Basic Materials - 8.7%
Aluminum - 0.4%
44,000 Aluminum Company of America $ 3,410,000
------------
Chemicals - 3.5%
116,000 Dow Chemical Co. $ 11,215,750
133,000 E.I. du Pont de Nemours and Co. 9,684,063
135,000 Eastman Chemical Co. 9,281,250
------------
$ 30,181,063
------------
Chemicals (Diversified) - 1.1%
179,224 ARCO Chemical Inc. $ 9,521,275
------------
Chemicals (Specialty) - 0.4%
82,300 Nalco Chemical Co. $ 3,271,425
------------
Paper & Forest Products - 0.4%
91,400 Mead Corp. $ 3,164,725
------------
Iron & Steel - 1.3%
13,800 Great Northern Iron Ore Properties $ 759,000
523,405 Roanoke Electric Steel Corp. 10,598,951
------------
$ 11,357,951
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 9
<PAGE>
Pioneer Equity-Income Fund
SCHEDULE OF INVESTMENTS 4/30/98 (continued)
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Metals & Mining - 1.6%
201,600 Phelps Dodge Corp. $ 13,532,400
------------
Total Basic Materials $ 74,438,839
------------
Capital Goods - 3.8%
Electrical Equipment - 0.5%
46,900 Hubbell, Inc. (Class B) $ 2,312,756
28,800 Thomas & Betts Corp. 1,681,200
------------
$ 3,993,956
------------
Machinery (Diversified) - 1.7%
506,457 The Gorman-Rupp Co.+ $ 10,192,447
115,200 The Timken Co. 4,600,800
------------
$ 14,793,247
------------
Manufacturing (Diversified) - 0.8%
117,800 Johnson Controls, Inc. $ 6,994,375
------------
Manufacturing (Specialized) - 0.8%
166,150 Diebold, Inc. $ 6,812,150
------------
Total Capital Goods $ 32,593,728
------------
Communications Services - 13.9%
Telecommunications - 1.2%
5,000 AT&T Corp. $ 300,313
145,000 Sprint Corp. 9,905,313
------------
$ 10,205,626
------------
Telephone - 12.7%
275,500 Aliant Communications, Inc. $ 7,817,313
548,700 Ameritech Corp. 23,354,044
156,712 Bell Atlantic Corp. 14,662,367
163,200 BellSouth Corp. 10,475,400
275,700 GTE Corp. 16,111,219
566,000 SBC Communications, Inc. 23,453,625
239,877 U.S. West Communication Group 12,653,512
------------
$108,527,480
------------
Total Communications Services $118,733,106
------------
Consumer Cyclicals - 7.5%
Automobiles - 4.5%
430,300 Chrysler Corp. $ 17,292,681
463,800 Ford Motor Co. 21,247,838
------------
$ 38,540,519
------------
</TABLE>
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Publishing - 0.7%
80,000 The McGraw-Hill Co., Inc. $ 6,195,000
------------
Retail (Department Stores) - 2.3%
294,000 May Department Stores Co. $ 18,136,125
19,000 Mercantile Stores Co., Inc. 1,388,187
------------
$ 19,524,312
------------
Total Consumer Cyclicals $ 64,259,831
------------
Consumer Staples - 7.0%
Beverages - 0.1%
9,000 Pepsico, Inc. $ 357,187
------------
Entertainment - 1.6%
531,200 Cedar Fair, L.P. $ 14,076,800
------------
Food - 4.3%
271,800 BestFoods $ 14,915,025
138,000 General Mills, Inc. 9,323,625
157,750 H.J. Heinz Co. 8,597,375
60,000 Sara Lee Corp. 3,573,750
------------
$ 36,409,775
------------
Household Products - 1.0%
28,000 Colgate-Palmolive Co. $ 2,511,250
114,000 Kimberly Clark Corp. 5,785,500
------------
$ 8,296,750
------------
Total Consumer Staples $ 59,140,512
------------
Energy - 6.7%
Oil (Domestic Integrated) - 1.0%
110,000 Atlantic Richfield Co. $ 8,580,000
------------
Oil (International Integrated) - 5.7%
447,000 Amoco Corp. $ 19,779,750
187,500 Chevron Corp. 15,503,906
74,000 Exxon Corp. 5,397,375
101,000 Mobil Corp. 7,979,000
------------
$ 48,660,031
------------
Total Energy $ 57,240,031
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Equity-Income Fund
SCHEDULE OF INVESTMENTS 4/30/98 (continued)
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Financial - 22.2%
Banks (Major Regional) - 4.1%
268,300 The Bank of New York Co., Inc. $ 15,846,469
206,550 First Union Corp. 12,470,456
42,800 Mellon Bank Corp. 3,081,600
52,000 National City Corp. 3,601,000
------------
$ 34,999,525
------------
Banks (Regional) - 4.7%
607,500 First Security Corp. $ 14,883,750
250,000 First Tennessee National Corp. 8,609,375
422,484 Old Kent Financial Corp. 16,424,065
------------
$ 39,917,190
------------
Financial (Diversified) - 2.2%
121,555 Associates First Capital Corp. $ 9,086,237
312,023 The Rouse Co. 9,633,710
------------
$ 18,719,947
------------
Insurance (Life/Health) - 2.5%
188,700 American National Insurance Co. $ 20,379,600
5,000 AmerUs Life Holdings, Inc. 160,000
21,000 ReliaStar Financial Corp. 958,125
------------
$ 21,497,725
------------
Insurance (Property/Casualty) - 5.0%
170,100 Chubb Corp. $ 13,427,269
116,700 HSB Group, Inc. 7,702,200
240,500 Safeco Corp. 12,009,969
113,100 St. Paul Companies, Inc. 9,585,225
------------
$ 42,724,663
------------
Investment Management - 3.2%
232,600 Alliance Capital Management, L.P. $ 6,178,437
113,800 Eaton Vance Corp. (Non-voting) 5,576,200
201,000 T. Rowe Price Associates, Inc. 15,175,500
------------
$ 26,930,137
------------
Savings & Loan Companies - 0.5%
5,000 H.F. Ahmanson & Co. $ 381,250
69,000 Astoria Financial Corp. 4,045,125
------------
$ 4,426,375
------------
Total Financial $189,215,562
------------
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Healthcare - 10.5%
Healthcare (Diversified) - 5.4%
178,300 Abbott Laboratories $ 13,038,187
50,000 American Home Products Corp. 4,656,250
100,000 Bristol-Myers Squibb Co. 10,587,500
40,000 Johnson & Johnson 2,855,000
80,000 Warner-Lambert Co. 15,135,000
------------
$ 46,271,937
------------
Healthcare (Drugs/Major Pharmaceuticals) - 4.8%
510,800 Schering-Plough Corp. $ 40,927,850
------------
Healthcare (Medical Products/Supplies) - 0.3%
34,000 Becton, Dickinson & Co. $ 2,367,250
------------
Total Healthcare $ 89,567,037
------------
Technology - 5.9%
Communications Equipment - 0.6%
110,000 Harris Corp. $ 5,321,250
------------
Computer (Hardware) - 2.2%
210,600 Hewlett-Packard Co. $ 15,860,812
23,000 IBM, Corp. 2,665,125
------------
$ 18,525,937
------------
Equipment (Semiconductors) - 1.2%
497,000 Helix Technology Corp. $ 9,940,000
------------
Photography/Imaging - 1.9%
230,000 Eastman Kodak Co. $ 16,603,125
------------
Total Technology $ 50,390,312
------------
Utilities - 12.6%
Electric Companies - 5.6%
296,200 Allegheny Energy, Inc. $ 9,071,125
436,500 Baltimore Gas & Electric Co. 13,749,750
5,000 Boston Edison Co. 203,750
345,450 DPL, Inc. 6,282,872
200,000 DQE, Inc. 6,875,000
134,100 DTE Energy Co. 5,255,044
215,000 Kansas City Power & Light Co. 6,396,250
------------
$ 47,833,791
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Equity-Income Fund
SCHEDULE OF INVESTMENTS 4/30/98 (continued)
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Natural Gas - 6.5%
100,600 Buckeye Partners, L.P. $ 2,904,825
190,750 Consolidated Natural Gas Co. 10,968,125
190,000 El Paso Natural Gas Co. 7,018,125
60,000 Equitable Resources, Inc. 1,950,000
110,950 Indiana Energy, Inc. 3,494,925
116,700 KeySpan Energy Corp. 3,982,387
60,882 Kinder Morgan Energy Partners, L.P. 2,187,947
174,800 NICOR, Inc. 7,155,875
119,500 Public Service Co. of North Carolina, Inc. 2,449,750
223,300 Questar Corp. 9,685,637
80,000 Sonat, Inc. 3,550,000
------------
$ 55,347,596
------------
Water Utility - 0.5%
150,400 American Water Works Co., Inc. $ 4,502,600
------------
Total Utilities $107,683,987
------------
Total Common Stocks
(Cost $548,665,831) $843,262,945
------------
TOTAL INVESTMENT IN SECURITIES
(Cost $555,069,283) $850,564,846
------------
</TABLE>
<TABLE>
<CAPTION>
Principal
Amount
<S> <C> <C>
TEMPORARY CASH INVESTMENT - 0.3%
Commercial Paper - 0.3%
$2,824,000 Household Finance Corp., 5.51%, 5/1/98 $ 2,824,000
------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $2,824,000) $ 2,824,000
------------
TOTAL INVESTMENT IN SECURITIES AND
TEMPORARY CASH INVESTMENT - 100%
(Cost $557,893,283)(a) $853,388,846
------------
</TABLE>
+ Investment held by Fund representing 5% or more of the outstanding voting
stock of such company.
144A Security is exempt from registration under Rule 144A of the Securities Act
of 1933. Such securities may be resold normally to qualified institutional
buyers in a transaction exempt from registration. At April 30, 1998, the
value of these securities amounted to $2,198,432 or 0.3% of total net
assets.
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
(a) At April 30, 1998, the net unrealized gain on investments based on cost for
federal income tax purposes of $557,893,283 was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $296,295,113
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (799,550)
------------
Net unrealized gain $295,495,563
------------
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended April 30, 1998, aggregated $87,672,520 and $18,541,230,
respectively.
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Equity-Income Fund
BALANCE SHEET 4/30/98
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary cash investment
of $2,824,000) (cost $557,893,283) $853,388,846
Cash 771
Receivables -
Fund shares sold 3,719,329
Dividends and interest 1,728,294
Other 3,310
------------
Total assets $858,840,550
------------
LIABILITIES:
Payables -
Fund shares repurchased $ 584,054
Due to affiliates 865,051
Accrued expenses 84,452
------------
Total liabilities $ 1,533,557
------------
NET ASSETS:
Paid-in capital $559,838,023
Accumulated undistributed net investment income 2,207,562
Distributions in excess of net realized gain on investments (234,155)
Net unrealized gain on investments 295,495,563
------------
Total net assets $857,306,993
------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $570,924,218/20,191,582 shares) $ 28.28
------------
Class B (based on $266,062,942/9,470,324 shares) $ 28.09
------------
Class C (based on $20,319,833/724,243 shares) $ 28.06
------------
MAXIMUM OFFERING PRICE:
Class A $ 30.01
------------
</TABLE>
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
STATEMENT OF OPERATIONS
For the Six Months Ended 4/30/98
<TABLE>
<CAPTION>
INVESTMENT INCOME:
<S> <C> <C>
Dividends $10,944,341
Interest 149,781
-----------
Total investment income $ 11,094,122
------------
EXPENSES:
Management fees $ 2,218,291
Transfer agent fees
Class A 370,904
Class B 186,508
Class C 17,354
Distribution fees
Class A 634,720
Class B 1,160,561
Class C 78,916
Accounting 34,121
Custodian fees 40,783
Registration fees 50,016
Professional fees 21,261
Printing 24,080
Fees and expenses of nonaffiliated trustees 7,155
Miscellaneous 20,091
-----------
Total expenses $ 4,864,761
Less fees paid indirectly (47,487)
------------
Net expenses $ 4,817,274
------------
Net investment income $ 6,276,848
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $ 578,234
Change in net unrealized gain on investments 119,071,862
------------
Net gain on investments $119,650,096
------------
Net increase in net assets resulting from operations $125,926,944
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
Pioneer Equity-Income Fund
STATEMENTS OF CHANGES IN NET ASSETS
For the Six Months Ended 4/30/98 and the Year Ended 10/31/97
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
4/30/98 10/31/97
<S> <C> <C>
FROM OPERATIONS:
Net investment income $ 6,276,848 $ 11,397,594
Net realized gain on investments 578,234 19,772,281
Change in net unrealized gain on investments 119,071,862 116,333,355
------------ ------------
Net increase in net assets resulting from operations $125,926,944 $147,503,230
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A ($0.25 and $0.50 per share, respectively) $ (4,738,878) $ (8,790,651)
Class B ($0.16 and $0.33 per share, respectively) (1,402,394) (2,466,847)
Class C ($0.16 and $0.33 per share, respectively) (94,566) (116,752)
Net realized gain:
Class A ($0.73 and $0.95 per share, respectively) (13,377,839) (15,676,400)
Class B ($0.73 and $0.95 per share, respectively) (6,017,168) (6,437,316)
Class C ($0.73 and $0.95 per share, respectively) (384,858) (212,007)
------------ ------------
Total distributions to shareholders $(26,015,703) $(33,699,973)
------------ ------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $150,665,049 $149,366,290
Reinvestment of distributions 24,054,494 31,076,966
Cost of shares repurchased (83,307,959) (103,447,399)
------------ ------------
Net increase in net assets resulting from fund
share transactions $ 91,411,584 $ 76,995,857
------------ ------------
Net increase in net assets $191,322,825 $190,799,114
NET ASSETS:
Beginning of period 665,984,168 475,185,054
------------ ------------
End of period (including accumulated undistributed net
investment income of $2,207,562 and $2,166,552,
respectively) $857,306,993 $665,984,168
------------ ------------
</TABLE>
<TABLE>
<CAPTION>
'98 Shares '98 Amount '97 Shares '97 Amount
<S> <C> <C> <C> <C>
CLASS A
Shares sold 3,694,843 $ 99,036,735 3,879,341 $87,709,414
Reinvestment of distributions 664,288 17,057,651 1,117,055 22,915,378
Less shares repurchased (2,423,406) (64,844,535) (3,257,004) (73,268,206)
---------- ------------ ---------- ------------
Net increase 1,935,725 $ 51,249,851 1,739,392 $37,356,586
---------- ------------ ---------- ------------
CLASS B
Shares sold 1,684,393 $ 44,995,113 2,439,283 $54,427,605
Reinvestment of distributions 260,053 6,616,672 391,406 7,922,751
Less shares repurchased (647,915) (17,400,809) (1,304,045) (29,250,894)
---------- ------------ ---------- ------------
Net increase 1,296,531 $ 34,210,976 1,526,644 $33,099,462
---------- ------------ ---------- ------------
CLASS C
Shares sold 247,839 $ 6,633,201 325,018 $ 7,229,271
Reinvestment of distributions 14,933 380,171 11,617 238,837
Less shares repurchased (39,275) (1,062,615) (40,498) (928,299)
---------- ------------ ---------- ------------
Net increase 223,497 $ 5,950,757 296,137 $ 6,539,809
---------- ------------ ---------- ------------
</TABLE>
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
FINANCIAL HIGHLIGHTS 4/30/98
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
4/30/98 10/31/97
<S> <C> <C>
CLASS A
Net asset value, beginning of period $ 24.78 $ 20.37
---------- --------
Increase (decrease) from investment operations:
Net investment income $ 0.24 $ 0.50
Net realized and unrealized gain (loss) on
investments 4.24 5.36
---------- --------
Net increase from investment operations $ 4.48 $ 5.86
Distributions to shareholders:
Net investment income (0.25) (0.50)
Net realized gain (0.73) (0.95)
---------- ----------
Net increase (decrease) in net asset value $ 3.50 $ 4.41
---------- ----------
Net asset value, end of period $ 28.28 $ 24.78
---------- ----------
Total return* 18.46% 30.40%
Ratio of net expenses to average net assets 1.03%**+ 1.11%+
Ratio of net investment income to average net
assets 1.90%**+ 2.22%+
Portfolio turnover rate 5%** 18%
Average brokerage commission per share $ 0.0587 $ 0.0583
Net assets, end of period (in thousands) $ 570,924 $452,300
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.02%** 1.10%
Net investment income 1.91%** 2.23%
<CAPTION>
Year Ended Year Ended Year Ended Year Ended
10/31/96 10/31/95 10/31/94 10/31/93
<S> <C> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 18.22 $ 16.16 $ 16.92 $ 14.56
-------- ------- ------- --------
Increase (decrease) from investment operations:
Net investment income $ 0.55 $ 0.54 $ 0.55 $ 0.50
Net realized and unrealized gain (loss) on
investments 2.24 2.45 (0.54) 2.46
-------- ------- -------- --------
Net increase from investment operations $ 2.79 $ 2.99 $ 0.01 $ 2.96
Distributions to shareholders:
Net investment income (0.50) (0.53) (0.54) (0.50)
Net realized gain (0.14) (0.40) (0.23) (0.10)
---------- ------- -------- --------
Net increase (decrease) in net asset value $ 2.15 $ 2.06 $ (0.76) $ 2.36
---------- ------- -------- --------
Net asset value, end of period $ 20.37 $ 18.22 $ 16.16 $ 16.92
---------- ------- -------- --------
Total return* 15.53% 19.51% 0.09% 20.71%
Ratio of net expenses to average net assets 1.19%+ 1.29%+ 1.24% 1.33%
Ratio of net investment income to average net
assets 2.85%+ 3.26%+ 3.43% 3.20%
Portfolio turnover rate 47% 13% 27% 14%
Average brokerage commission per share $ 0.0585 - - -
Net assets, end of period (in thousands) $336,384 $249,981 $175,943 $143,025
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.18% 1.27% - -
Net investment income 2.86% 3.28% - -
</TABLE>
*Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
**Annualized.
+Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 19
<PAGE>
Pioneer Equity-Income Fund
FINANCIAL HIGHLIGHTS 4/30/98
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
4/30/98 10/31/97
<S> <C> <C>
CLASS B
Net asset value, beginning of period $ 24.63 $ 20.26
---------- --------
Increase from investment operations:
Net investment income $ 0.15 $ 0.33
Net realized and unrealized gain on investments 4.20 5.32
---------- --------
Net increase from investment operations $ 4.35 $ 5.65
Distributions to shareholders:
Net investment income (0.16) (0.33)
In excess of net investment income - -
Net realized gain (0.73) (0.95)
---------- ---------
Net increase in net asset value $ 3.46 $ 4.37
---------- ---------
Net asset value, end of period $ 28.09 $ 24.63
---------- ---------
Total return* 18.03% 29.35%
Ratio of net expenses to average net assets 1.80%**+ 1.88%+
Ratio of net investment income to average net assets 1.12%**+ 1.45%+
Portfolio turnover rate 5%** 18%
Average brokerage commission per share $ 0.0587 $ 0.0583
Net assets, end of period (in thousands) $266,063 $201,360
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.78%** 1.87%
Net investment income 1.14%** 1.46%
<CAPTION>
Year Ended Year Ended 4/4/94 to
10/31/96 10/31/95 10/31/94
<S> <C> <C> <C>
CLASS B
Net asset value, beginning of period $ 18.15 $ 16.14 $ 15.46
-------- ------- --------
Increase from investment operations:
Net investment income $ 0.41 $ 0.45 $ 0.21
Net realized and unrealized gain on investments 2.22 2.41 0.71
-------- ------- --------
Net increase from investment operations $ 2.63 $ 2.86 $ 0.92
Distributions to shareholders:
Net investment income (0.38) (0.45) (0.21)
In excess of net investment income - - (0.03)
Net realized gain (0.14) (0.40) -
---------- ------- ---------
Net increase in net asset value $ 2.11 $ 2.01 $ 0.68
---------- ------- ---------
Net asset value, end of period $ 20.26 $ 18.15 $ 16.14
---------- ------- ---------
Total return* 14.70% 18.64% 5.93%
Ratio of net expenses to average net assets 1.95%+ 2.02%+ 1.92%**
Ratio of net investment income to average net assets 2.06%+ 2.35%+ 2.35%**
Portfolio turnover rate 47% 13% 27%
Average brokerage commission per share $ 0.0585 - -
Net assets, end of period (in thousands) $134,657 $60,433 $ 12,663
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.94% 1.98% -
Net investment income 2.07% 2.39% -
</TABLE>
*Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
**Annualized.
+Ratios assuming no reduction for fees paid indirectly.
20 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
FINANCIAL HIGHLIGHTS 4/30/98
<TABLE>
<CAPTION>
Six Months
Ended Year Ended 1/31/96 to
4/30/98 10/31/97 10/31/96
<S> <C> <C> <C>
CLASS C
Net asset value, beginning of period $ 24.61 $ 20.25 $ 19.49
--------- -------- ---------
Increase from investment operations:
Net investment income $ 0.14 $ 0.32 $ 0.27
Net realized and unrealized gain on
investments 4.20 5.32 0.76
--------- -------- ---------
Net increase from investment operations $ 4.34 $ 5.64 $ 1.03
Distributions to shareholders:
Net investment income (0.16) (0.33) (0.27)
Net realized gain (0.73) (0.95) -
--------- --------- ---------
Net increase in net asset value $ 3.45 $ 4.36 $ 0.76
--------- --------- ---------
Net asset value, end of period $ 28.06 $ 24.61 $ 20.25
--------- --------- ---------
Total return* 18.00% 29.32% 5.34%
Ratio of net expenses to average net assets 1.85%**+ 1.93%+ 1.98%**+
Ratio of net investment income to average net
assets 1.05%**+ 1.35%+ 1.91%**+
Portfolio turnover rate 5%** 18% 47%
Average brokerage commission per share $0.0587 $0.0583 $0.0585
Net assets, end of period (in thousands) $20,320 $12,324 $ 4,144
Ratios assuming reduction for fees paid
indirectly:
Net expenses 1.83%** 1.91% 1.94%**
Net investment income 1.07%** 1.37% 1.95%**
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 21
<PAGE>
Pioneer Equity-Income Fund
NOTES TO FINANCIAL STATEMENTS 4/30/98
1. Organization and Significant Accounting Policies
Pioneer Equity-Income Fund (the Fund), one of three funds that composes Pioneer
Growth Trust, is a Massachusetts business trust registered under the Investment
Company Act of 1940 as a diversified, open-end management investment company.
The investment objectives of the Fund are current income and long-term growth
of capital.
The Fund offers three classes of shares - Class A, Class B and Class C shares.
Shares of Class A, Class B and Class C each represent an interest in the same
portfolio of investments of the Fund and have equal rights to voting,
redemptions, dividends and liquidation, except that each class of shares can
bear different transfer agent and distribution fees and have exclusive voting
rights with respect to the distribution plans that have been adopted by Class
A, Class B and Class C shareholders, respectively.
The Fund's financial statements have been prepared in conformity with generally
accepted accounting principles that require the management of the Fund to,
among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting periods. Actual results could
differ from those estimates. The following is a summary of significant
accounting policies consistently followed by the Fund, which are in conformity
with those generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded on trade date. Each day, securities are
valued at the last sale price on the principal exchange where they are
traded. Securities that have not traded on the date of valuation, or
securities for which sale prices are not generally reported, are valued at
the mean between the last bid and asked prices. Securities for which market
quotations are not readily available are valued at their fair values as
determined by, or under the direction of, the Board of Trustees. Dividend
income is recorded on the ex-dividend date and interest income is recorded
on the accrual basis. Temporary cash investments are valued at amortized
cost.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes. It
is the Fund's practice to first select for sale those securities
22
<PAGE>
Pioneer Equity-Income Fund
that have the highest cost and also qualify for long-term capital gain or
loss treatment for tax purposes.
Settlements from litigation and class action suits are recognized when the
Fund acquires an enforceable right to such awards. Included in net realized
gain from investments is $76,196 of class action settlements received by the
Fund during the six months ended April 30, 1998.
B. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareholders. Therefore, no federal income tax provision is required.
The characterization of distributions to shareholders for financial
reporting purposes is determined in accordance with federal income tax
rules. Therefore, the source of the Fund's distributions may be shown in the
accompanying financial statements as either from or in excess of net
investment income or net realized gain on investment transactions, or from
paid-in capital, depending on the type of book/tax differences that may
exist.
C. Fund Shares
The Fund records sales and repurchases of its shares on trade date. Net
losses, if any, as a result of cancellations are absorbed by Pioneer Funds
Distributor, Inc. (PFD), the principal underwriter for the Fund and an
indirect subsidiary of The Pioneer Group, Inc. (PGI). PFD earned $213,743 in
underwriting commissions on the sale of fund shares during the six months
ended April 30, 1998.
D. Class Allocations
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B and Class C shares of the Fund,
respectively. Shareholders of each class share all expenses and fees paid to
the transfer agent, Pioneering Services Corporation (PSC), for their
services, which are allocated based on the number of accounts in each class
and the ratable allocation of related out-of-pocket expense (see Note 3).
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on the respective percentage of adjusted net assets at the beginning
of the day.
23
<PAGE>
Pioneer Equity-Income Fund
NOTES TO FINANCIAL STATEMENTS 4/30/98 (continued)
Distributions to shareholders are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner, at the same time, and in the same amount,
except that Class A, Class B and Class C shares can bear different transfer
agent and distribution fees.
2. Management Agreement
Pioneering Management Corporation (PMC), the Fund's investment adviser, manages
the Fund's portfolio and is a wholly owned subsidiary of PGI. Management fees
are calculated daily at the annual rate of 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.
Effective May 1, 1998, management fees are calculated at the annual rate of
0.60% of the Fund's average daily net assets up to $10 billion and 0.575% of
the excess over $10 billion.
In addition, under the management agreement, certain other services and costs,
including accounting, regulatory reporting and insurance premiums, are paid by
the Fund. At April 30, 1998, $413,499 was payable to PMC related to management
fees and certain other services.
3. Transfer Agent
PSC, a wholly owned subsidiary of PGI, provides substantially all transfer
agent and shareholder services to the Fund at negotiated rates. Included in due
to affiliates is $109,002 in transfer agent fees payable to PSC at April 30,
1998.
4. Distribution Plans
The Fund adopted a Plan of Distribution for each class of shares (Class A Plan,
Class B Plan and Class C Plan) in accordance with Rule 12b-1 of the Investment
Company Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service
fee of up to 0.25% of the Fund's average daily net assets in reimbursement of
its actual expenditures to finance activities primarily intended to result in
the sale of Class A shares. Pursuant to the Class B Plan and the Class C Plan,
the Fund pays PFD 1.00% of the average daily net assets attributable to each
class of shares. The fee consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B and Class
C shares. Included in due to affiliates is $342,550 in distribution fees
payable to PFD at April 30, 1998.
24
<PAGE>
Pioneer Equity-Income Fund
In addition, redemptions of each class of shares may be subject to a contingent
deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on redemptions of
certain net asset value purchases of Class A shares within one year of
purchase. Class B shares that are redeemed within six years of purchase are
subject to a CDSC at declining rates beginning at 4.0%, based on the lower of
cost or market value of shares being redeemed. Redemptions of Class C shares
within one year of purchase are subject to a CDSC of 1.00%. Proceeds from the
CDSC are paid to PFD. For the six months ended April 30, 1998, CDSCs in the
amount of $132,505 were paid to PFD.
5. Expense Offsets
The Fund has entered into certain expense offset arrangements resulting in a
reduction in the Fund's total expenses. For the six months ended April 30,
1998, the Fund's expenses were reduced by $47,487 under such arrangements.
6. Line of Credit Facility
The Fund, along with certain others in the Pioneer Family of Funds (the
"Funds"), collectively participate in a $50 million committed, unsecured
revolving line of credit facility. Borrowings are used solely for temporary or
emergency purposes. The Fund may borrow up to the lesser of $50 million or the
limits set by its prospectus for borrowings. Interest on collective borrowings
of up to $25 million is payable at the Federal Funds Rate plus 3/8% on an
annualized basis, or at the Federal Funds Rate plus 1/2% if the borrowing
exceeds $25 million at any one time. The Funds pay an annual commitment fee for
this facility. The commitment fee is allocated among such Funds based on their
respective borrowing limits. For the six months ended April 30, 1998, there
were no borrowings under this agreement.
7. Affiliated Companies
The Fund's investments in certain companies exceed 5% of the outstanding voting
stock. Such companies are deemed affiliates of the Fund for financial reporting
purposes. The following summarizes transactions with affiliates of the Fund as
of April 30, 1998:
<TABLE>
<CAPTION>
Dividend
Affiliates Purchases Sales Income Value
- --------------------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C>
The Gorman-Rupp Co. $ - $ - $141,808 $10,192,447
</TABLE>
25
<PAGE>
Pioneer Equity-Income Fund
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and the Board of Trustees of Pioneer Equity-Income Fund:
We have audited the accompanying balance sheet, including the schedule of
investments, of Pioneer Equity-Income Fund (one of the portfolios constituting
Pioneer Growth Trust) as of April 30, 1998, and the related statement of
operations, the statements of changes in net assets, and the financial
highlights for the periods presented. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
April 30, 1998 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Equity-Income Fund (of Pioneer Growth Trust) as of April 30, 1998, the
results of its operations, the changes in its net assets, and the financial
highlights for the periods presented, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 5, 1998
26
<PAGE>
Pioneer Equity-Income Fund
RESULTS OF SHAREOWNER MEETINGS
On April 21, 1998, Pioneer Equity-Income Fund held a special meeting of
shareowners. The following proposals were passed by shareowner vote. Here are
the detailed results of the votes.
Proposal 1(b) - A new management contract with Pioneering Management
Corporation.
<TABLE>
<CAPTION>
Affirmative Against Abstain
<S> <C> <C>
12,342,073.544 2,553,113.461 1,438,172.480
</TABLE>
Proposal 2 - Elect nine Trustees to serve on the Board of Trustees.
<TABLE>
<CAPTION>
Nominee Affirmative Withheld
<S> <C> <C>
Mary K. Bush 18,361,655.451 503,500.034
John F. Cogan, Jr. 18,385,433.187 479,722.298
Richard H. Egdahl, M.D. 18,398,609.132 466,546.353
Margaret B.W. Graham 18,380,108.006 485,047.479
John W. Kendrick 18,392,698.733 472,456.752
Marguerite A. Piret 18,394,622.984 470,532.501
David D. Tripple 18,387,384.359 477,771.126
Stephen K. West 18,407,770.302 457,385.183
John Winthrop 18,402,612.486 462,542.999
</TABLE>
Proposal 4 - Approve an amendment to or elimination of the Funds' fundamental
investment restrictions regarding:
Proposal 4a - Borrowing.
<TABLE>
<CAPTION>
Affirmative Against Abstain
<S> <C> <C>
13,174,128.400 1,447,782.366 1,711,448.719
</TABLE>
Proposal 4b - Investment in voting securities of a single issuer.
<TABLE>
<CAPTION>
Affirmative Against Abstain
<S> <C> <C>
13,485,920.574 1,083,629.702 1,763,809.209
</TABLE>
Proposal 4c - Shareholder approval for the modification of certain investment
restrictions.
<TABLE>
<CAPTION>
Affirmative Against Abstain
<S> <C> <C>
13,645,103.669 1,056,168.994 1,632,086.822
</TABLE>
Proposal 5 - Ratify the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the fiscal year ending October 31, 1998.
<TABLE>
<CAPTION>
Affirmative Against Abstain
<S> <C> <C>
17,281,838.651 298,885.935 1,284,430.899
</TABLE>
27
<PAGE>
Pioneer Equity-Income Fund
RESULTS OF SHAREOWNER MEETINGS (continued)
The remaining proposal up for shareowner approval, Proposal 3, has been
adjourned to the shareowner meeting on 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 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.
28
<PAGE>
Pioneer Equity-Income Fund
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
Trustees Officers
John F. Cogan, Jr. John F. Cogan, Jr., Chairman and
Mary K. Bush President
Richard H. Egdahl, M.D. David D. Tripple, Executive Vice
Margaret B.W. Graham President
John W. Kendrick John A. Carey, Vice President
Marguerite A. Piret William H. Keough, Treasurer
David D. Tripple Joseph P. Barri, Secretary
Stephen K. West
John Winthrop
Investment Adviser
Pioneering Management Corporation
Custodian
Brown Brothers Harriman & Co.
Independent Public Accountants
Arthur Andersen LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneering Services Corporation
29
<PAGE>
HOW TO CONTACT PIONEER
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
Account information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
Pioneering Services Corporation
60 State Street
Boston, Massachusetts 02109
Our toll-free fax 1-800-225-4240
Our Internet e-mail address [email protected]
(for general questions about Pioneer only)
Visit our web site: www.pioneerfunds.com
This report must be preceded or accompanied by a current
Fund prospectus.
[logo] PIONEER
Pioneer Funds Distributor, Inc.
60 State Street 0698 - 5286
Boston, Massachusetts 02109 (C) Pioneer Funds Distributor, Inc.
www.pioneerfunds.com [recycle symbol]Printed on Recycled Paper
