<PAGE>
[PIONEER LOGO]
Pioneer
Capital Growth
Fund
SEMIANNUAL REPORT 4/30/99
<PAGE>
Table of Contents
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 7
Schedule of Investments 10
Financial Statements 17
Notes to Financial Statements 24
Report of Independent Public Accountants 29
Trustees, Officers and Service Providers 30
The Pioneer Family of Mutual Funds 31
Programs and Services for Pioneer Shareowners 32
Retirement Plans from Pioneer 34
</TABLE>
<PAGE>
Pioneer Capital Growth Fund
- -------------------------------------
LETTER FROM THE CHAIRMAN 4/30/99
- -------------------------------------
Dear Shareowner,
- --------------------------------------------------------------------------------
I am pleased to welcome you to this report for Pioneer Capital Growth Fund,
covering the six months ended April 30, 1999. On behalf of your investment
team, I thank you for your interest and this opportunity to comment on the
Fund's progress and the challenges facing today's investors.
Amid much fanfare, in March the Dow Jones Industrial Average roared above
10,000 for the first time in its 103-year history. Although considered a
momentous event by some, in actuality the Dow measures the progress of only 30
large company stocks. Most other stocks have not participated in this explosive
rise, but languished in 1998 and early 1999. That may be starting to change,
however. Even as the Dow pushed on toward 11,000 in April, prices of smaller,
value-oriented stocks noticeably improved. This is welcome news for investors
with diversified portfolios and your Fund.
Pioneer Capital Growth Fund generated a solid return for the period. And, it
has performed particularly well in 1999, especially after February when
investors began to broaden their interest beyond the Dow. In addition, we
recently formalized the Fund's focus on mid-sized companies with market values
within the range of the Standard & Poor's MidCap 400 Index.
Turning to other matters, for those of you who are interested in new Pioneer
products, we are pleased to introduce Pioneer Strategic Income Fund. The Fund's
portfolio holds several types of bonds, including high-yield, international and
U.S. investment-grade issues. To receive a prospectus for our newest fund -
which you should read carefully before you invest or send any money - or if you
have questions regarding Pioneer Capital Growth Fund, please contact your
investment professional. Or call Pioneer at 1-800-225-6292. You can also visit
our web site at www.pioneerfunds.com.
Respectfully,
/s/ John F. Cogan, Jr.
- ----------------------
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------
PORTFOLIO SUMMARY 4/30/99
- --------------------------------------------------
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 96%
Short-Term Cash Equivalents 2%
International Common Stocks 1%
Depositary Receipts for International Stocks 1%
[END PIE CHART]
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]
Technology 18%
Financial 17%
Consumer Staples 14%
Utilities 11%
Capital Goods 10%
Consumer Cyclicals 9%
Basic Materials 6%
Communication Services 5%
Healthcare 5%
Other 5%
[END PIE CHART]
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. NCR Corp. 3.18% 6. Imation Corp. 2.35%
2. McDonald's Corp. 3.16 7. Viacom, Inc. (Class B) 2.13
(Non-voting)
3. Frontier Corp. 2.96 8. First Data Corp. 1.77
4. Columbia/HCA Healthcare 2.50 9. Newell Rubbermaid Co. 1.70
Corp.
5. Sealed Air Corp. 2.36 10. Marshall & Ilsley Corp. 1.67
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 4/30/99 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 4/30/99 10/31/98
$20.73 $19.02
Distributions per Share Income Short-Term Long-Term
(10/31/98 - 4/30/99) Dividends Capital Gains Capital Gains
$0.019 - $0.918
</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 Capital Growth Fund at public offering price, compared to the growth
of the Standard & Poor's 500 Index.
- --------------------------------------------------
Average Annual Total Returns
(As of April 30, 1999)
<TABLE>
<CAPTION>
Net Asset Public Offering
Period Value Price*
<S> <C> <C>
Life-of-Fund 15.14% 14.37%
(7/25/90)
5 Years 14.14 12.80
1 Year -8.14 -13.43
</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.
[PLOT POINTS FOR MOUNTAIN CHART]
Pioneer Standard &
Capital Poor's 500
Growth Fund* Index
7/90 9425 10000
6732 8620
4/91 9470 10824
10395 11500
4/92 12315 12339
11526 12644
4/93 14341 13478
15743 14531
4/94 16752 14196
18738 15091
4/95 20575 16668
22359 19075
4/96 26375 21697
25292 23663
4/97 26832 27144
31026 31254
4/98 35327 38286
28315 38131
4/99 32453 46637
[END MOUNTAIN CHART]
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
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 4/30/99 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 4/30/99 10/31/98
$20.10 $18.52
Distributions per Share Income Short-Term Long-Term
(10/31/98 - 4/30/99) Dividends Capital Gains Capital Gains
- - $0.918
</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 Capital Growth Fund, compared to the growth of the
Standard & Poor's 500 Index.
- -------------------------------------------
Average Annual Total Returns
(As of April 30, 1999)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 13.80% 13.69%
(4/4/94)
5 Years 13.29 13.17
1 Year -8.86 -12.33
</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.
[PLOT POINTS FOR MOUNTAIN CHART]
Pioneer Standard &
Capital Poor's 500
Growth Fund* Index
4/94 10000 10000
10321 10299
10489 10545
10/94 11513 10949
11396 10984
4/95 12589 12093
13789 13293
10/95 13633 13839
14639 15224
4/96 16019 15741
14726 15491
10/96 15306 17168
16635 19228
4/97 16168 19693
18790 23561
10/97 18627 22675
18476 24398
4/98 21137 27777
19114 28106
10/98 16882 27664
17711 32327
4/99 19164 33836
[END MOUNTAIN CHART]
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 Capital Growth Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 4/30/99 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 4/30/99 10/31/98
$20.04 $18.49
Distributions per Share Income Short-Term Long-Term
(10/31/98 - 4/30/99) Dividends Capital Gains Capital Gains
- - $0.918
</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 Capital Growth Fund, compared to the growth of the
Standard & Poor's 500 Index.
- --------------------------------------------
Average Annual Total Returns
(As of April 30, 1999)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 8.78% 8.78%
(1/31/96)
1 Year -8.92 -8.92
</TABLE>
- -------------------------------------------
* Assumes reinvestment of distributions. The 1% contingent deferred sales
charge (CDSC) applies to redemptions made within one year of purchase.
[PLOT POINTS FOR MOUNTAIN CHART]
Pioneer Standard &
Capital Poor's 500
Growth Fund* Index
1/96 10000 10000
4/96 10931 10340
10054 10175
10/96 10449 11277
11359 12630
4/97 11045 12935
12833 15476
10/97 12721 14894
12619 16026
4/98 14433 18245
13055 18462
10/98 11527 18171
12088 21234
4/99 13144 22225
[END MOUNTAIN CHART]
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 Capital Growth Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 4/30/99 CLASS Y 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 4/30/99 10/31/98
$20.69 $19.06
Distributions per Share Income Short-Term Long-Term
(10/31/98 - 4/30/99) Dividends Capital Gains Capital Gains
$0.137 - $0.918
</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 Capital Growth Fund, compared to the growth of the
Standard & Poor's 500 Index.
- -----------------------------------------------
Cumulative Total Returns*
(As of April 30, 1999)
<TABLE>
<CAPTION>
If If
Period Held Redeemed
<S> <C> <C>
Life-of-Fund -4.80% -4.80%
(7/2/98)
</TABLE>
- -----------------------------------------------
* Assumes reinvestment of distributions.
[PLOT POINTS FOR MOUNTAIN CHART]
Pioneer Standard &
Capital Poor's 500
Growth Fund* Index
7/98 10000 10000
9352 9788
7739 8373
7796 8910
10/98 8287 9634
8391 10217
8719 10806
1/99 8724 11258
8461 10908
8921 11344
4/99 9520 11783
[END MOUNTAIN CHART]
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.
6
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 4/30/99
- --------------------------------------------------------------------------------
The first half of Pioneer Capital Growth Fund's fiscal year ended on April 30,
1999. In the following discussion Rod Wright, who leads the Fund's portfolio
management team, provides an update on the economic environment and investment
strategies that shaped the Fund's improved performance over the period.
Q: Large growth stocks have been getting most of investors' attention for the
last year. How did value stocks perform?
A: Value stocks have been out of favor for the last two years, but the
difference in the performance of value and growth stocks since last summer's
market correction was particularly extreme by historical measures. For
example, for the first two months of the period, the growth component of the
Standard & Poor's 500 Index generated a total return of 15%, well above the
value component's 9% return. This disparity continued into the beginning of
1999. In February, though, we started to see a shift in investor sentiment.
Since then, value stocks have shown signs of life and growth stocks have
weakened.
Q: How did the Fund perform during the period?
A: The Fund's Class A shares returned 14.61%, Class B shares 14.17% and Class C
shares 14.03%, all at net asset value. In comparison, the Standard & Poor's
500 Index generated a total return of 22.32%. The performance gap between
growth and value closed in recent months, and the growth component of the S&P
500 returned 22.56% compared to the value component's 21.66% for the period
as a whole. We are pleased to note that the Fund kept pace with the overall
S&P 500 Index from January 1 through April 30.
Q: The Fund is focused on mid-cap stocks. Why?
A: That's where we've been finding the most, and some of the best, value. In
fact, we recently formalized the Fund's focus on mid-caps, mostly meaning
companies with market capitalizations between $1 and $10 billion. We believe
mid-cap companies can provide the best of both worlds when you compare them
to small and large businesses. First,
7
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 4/30/99 (continued)
- --------------------------------------------------------------------------------
compared to small companies, mid-caps tend to have longer operating
histories, stronger market niches, better financial resources and more
experienced managements. Relative to large companies, mid-caps are typically
less well known and have a greater ability to react to changes in their
environment. In addition, mid-caps often make attractive acquisition
candidates. Lastly, they have dramatically underperformed large-cap issues
over the past few years, and we believe they have the potential to drive the
market for sustained periods.
Q: In the Fund's October 31 annual report you mentioned that NCR, Eastman Kodak,
Frontier, McDonald's and Viacom were attractive holdings. What's the update
on these stocks?
A: We liquidated the holding in Eastman Kodak, and locked in profits after it
reached our price target. NCR, Frontier, McDonald's and Viacom remain in the
Fund. NCR performed very well over the period, and we continue to think it
has potential for growth. Frontier was one of the Fund's strong performers;
its share price rocketed up following Global Crossing Ltd.'s March buyout
offer. Historically, McDonald's has had a tremendous ability to grow through
internal financing, which gives it a major advantage over its competitors. We
reduced the position in Viacom, but we still believe the company will prosper
because of its financial position and strong franchises in MTV, Nickelodeon,
Paramount Studios and Blockbuster Video.
Q: When evaluating individual stocks, what do you look for?
A: Our value orientation typically leads us to stocks of companies that, for one
reason or another, are currently out of favor. The key to our analysis is
distinguishing between companies that have the ability to rebound from
short-term difficulties and those that are down because they are losing
market share and are in poor financial condition. We prefer companies that
have strong franchises, with healthy balance sheets and creative managements.
It's an intensive process, and one advantage that we do have is the depth of
Pioneer's strong research staff.
8
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Q: Can you give an example of how the process works?
A: Borders Group, a relatively new portfolio holding, is a prime example. The
company's stock price was under pressure last year, even though our
fundamental research revealed a different story. Throughout 1998 investors
flocked to Internet-related companies like Amazon.com, whose stock showed
tremendous gains. Quite frankly, while Amazon.com is building a nice
franchise and may have a bright future, as an investment we think it is still
too far away from generating earnings. Conversely, Borders' stock price sank
more than 50% last year, but we think it represents a classic value
opportunity. Borders is a well-managed, and basically debt-free, company that
continues to produce solid earnings. The Internet is very powerful but we
think it's unlikely that physical book stores will disappear. In short, we
believe Borders is in a position to thrive and, in turn, make a significant
contribution to Fund performance.
Q: What is your outlook for mid-cap stocks and the Fund?
A: We are very enthusiastic about the prospects for mid-sized companies,
especially since we believe the economy will remain strong. Valuations for
mid-cap stocks relative to large-cap stocks are now very attractive. Although
mid-cap stocks have underperformed large company stocks for the last five
years, you only need to go back to 1991 to find a three-year period where
the exact opposite occurred.
Regardless of what happens in the market this year, however, it is important
for investors to keep in mind that the market's preference for value and
growth tends to move in cycles. While investors have preferred growth stocks
over the last two years, we encourage you to use a diversified approach that
includes value.
9
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS - 97.5%
Basic Materials - 6.0%
Chemicals - 1.3%
750,000 The Geon Co. $ 22,968,750
--------------
Chemicals (Diversified) - 0.7%
250,000 Monsanto Co. $ 11,312,500
--------------
Chemicals (Specialty) - 1.4%
830,000 Borden Chemicals & Plastics, L.P. $ 7,521,875
1,150,000 Wellman, Inc. 16,459,375
--------------
$ 23,981,250
--------------
Gold & Precious Metals Mining - 0.5%
425,000 Barrick Gold Corp. $ 8,553,125
--------------
Metals Mining - 0.3%
450,000 USEC Inc. $ 5,596,875
--------------
Paper & Forest Products - 1.8%
200,000 Bowater, Inc. $ 10,725,000
950,000 Louisiana-Pacific Corp. 19,771,874
--------------
$ 30,496,874
--------------
Total Basic Materials $ 102,909,374
--------------
Capital Goods - 10.1%
Aerospace/Defense - 0.7%
275,000 Precision Cast Part Corp. $ 11,756,250
--------------
Electrical Equipment - 3.7%
500,000 CommScope, Inc.* $ 12,187,500
450,000 Molex, Inc. 14,512,500
200,000 Molex, Inc. (Non-voting) 5,775,000
400,000 SCI Systems, Inc.* 15,225,000
900,000 Vishay Intertechnology, Inc. 15,693,750
--------------
$ 63,393,750
--------------
Engineering & Construction - 1.2%
1,820,800 Morrison Knudsen Corp.* $ 19,801,200
--------------
Machinery (Diversified) - 1.0%
531,000 Kaydon Corp. $ 17,921,250
--------------
Manufacturing (Specialized) - 2.3%
650,000 Sealed Air Corp.* $ 39,528,125
--------------
</TABLE>
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Metal Fabricators - 1.2%
270,000 Avondale Industries, Inc.* $ 8,319,375
830,000 Brush Wellman, Inc.+ 12,501,875
--------------
$ 20,821,250
--------------
Total Capital Goods $ 173,221,825
--------------
Communication Services - 4.5%
Telephone - 4.5%
200,000 Alltel Corp. $ 13,487,500
900,000 Frontier Corp. 49,668,750
225,000 Telephone and Data Systems, Inc. 13,471,875
--------------
$ 76,628,125
--------------
Total Communication Services $ 76,628,125
--------------
Consumer Cyclicals - 8.9%
Auto Parts & Equipment - 1.6%
400,000 ITT Industries Inc. $ 14,400,000
300,000 Lear Corp.* 13,762,500
--------------
$ 28,162,500
--------------
Consumer (Jewelry, Novelties & Gifts) - 0.2%
153,300 Jostens, Inc. $ 3,286,369
--------------
Leisure Time (Products) - 1.9%
195,000 Arctic Cat Inc. $ 1,681,875
700,000 Hasbro, Inc. 23,887,500
300,000 Mattel Inc. 7,762,500
--------------
$ 33,331,875
--------------
Publishing - 0.7%
700,000 PRIMEDIA, Inc.* $ 11,331,250
--------------
Retail (Specialty) - 3.9%
300,000 Borders Group, Inc.* $ 4,331,250
840,000 Cole National Corp.*+ 13,020,000
826,000 Helig-Myers Co. 4,852,750
400,000 OfficeMax, Inc.* 4,050,000
1,575,000 Pep Boys - Manny, Moe & Jack 22,542,188
1,862,600 Venator Group Inc.* 18,043,938
--------------
$ 66,840,126
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Textiles (Apparel) - 0.6%
950,000 The Stride Rite Corp. $ 11,103,125
--------------
Total Consumer Cyclicals $ 154,055,245
--------------
Consumer Staples - 13.8%
Entertainment - 2.1%
875,000 Viacom, Inc. (Class B) (Non-voting)* $ 35,765,625
--------------
Foods - 2.7%
275,000 Hershey Foods Corp. $ 14,471,875
200,000 Ralston Purina Co. 6,100,000
200,000 Sara Lee Corp. 4,450,000
1,000,000 Tyson Foods, Inc. 20,687,500
--------------
$ 45,709,375
--------------
Housewares - 1.7%
600,000 Newell Rubbermaid Co. $ 28,462,500
--------------
Restaurants - 3.8%
1,150,000 Lone Star Steakhouse & Saloon, Inc.* $ 12,506,250
1,250,000 McDonald's Corp. 52,968,750
--------------
$ 65,475,000
--------------
Retail Stores (Food Chain) - 1.6%
325,000 The Great Atlantic & Pacific Tea Co., Inc. $ 9,993,750
175,000 Hannaford Brothers Co. 7,634,375
300,000 Winn-Dixie Stores, Inc. 10,743,750
--------------
$ 28,371,875
--------------
Service (Employment) - 0.6%
953,000 Modis Professional Services Inc.* $ 11,019,062
--------------
Specialty Printing - 1.3%
1,400,000 John H. Harland Co. $ 23,187,500
--------------
Total Consumer Staples $ 237,990,937
--------------
Energy - 4.5%
Oil (Domestic Integrated) - 1.0%
625,000 Conoco Inc. $ 16,953,125
--------------
Oil & Gas (Drilling & Equipment) - 0.5%
900,000 R & B Falcon Corp.* $ 9,000,000
--------------
Oil & Gas (Production/Exploration) - 3.0%
525,000 Apache Corp. $ 16,110,938
300,400 Burlington Resources Inc. 13,837,175
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Oil & Gas (Production/Exploration) - (continued)
900,000 Ocean Energy Inc.* $ 8,381,250
950,000 Union Pacific Resources Group, Inc. 13,300,000
------------
$ 51,629,363
------------
Total Energy $ 77,582,488
------------
Financial - 16.4%
Banks (Regional) - 3.6%
398,600 Marshall & Ilsley Corp. $ 27,902,000
525,000 North Fork Bankcorporation, Inc. 11,812,500
575,000 Southtrust Corp. 22,910,155
------------
$ 62,624,655
------------
Financial (Diversified) - 2.1%
275,000 Equitable Companies, Inc. $ 18,510,938
400,000 SLM Holding Corp. 17,075,000
------------
$ 35,585,938
------------
Insurance (Life/Health) - 1.5%
825,000 Conseco, Inc. $ 26,039,063
------------
Insurance (Multi-Line) - 0.5%
200,000 Nationwide Financial Services, Inc. $ 9,275,000
------------
Insurance (Property/Casualty) - 3.8%
500,000 20th Century Industries $ 8,906,250
425,000 Allmerica Financial Corp. 24,357,812
475,000 Financial Security Assurance Holdings Ltd. 27,134,375
200,000 HCC Insurance Holdings Inc. 4,225,000
------------
$ 64,623,437
------------
Investment Banking/Brokerage - 1.4%
500,000 Paine Webber Group, Inc. $ 23,468,750
------------
Investment Management - 0.2%
162,600 United Asset Management Corp. $ 3,668,663
------------
Savings & Loan Companies - 3.3%
350,000 Astoria Financial Corp. $ 17,543,750
674,000 Charter One Financial Inc. 21,062,500
425,000 Washington Mutual, Inc. 17,478,125
------------
$ 56,084,375
------------
Total Financial $281,369,881
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Healthcare - 4.6%
Healthcare (Drugs/Generic & Others) - 0.6%
250,000 Watson Pharmaceuticals, Inc.* $ 10,125,000
--------------
Healthcare (Drugs/Major Pharmaceuticals) - 0.7%
212,000 Pharmacia & Upjohn Inc. $ 11,872,000
--------------
Healthcare (Hospital Management) - 2.8%
1,700,000 Columbia/HCA Healthcare Corp. $ 41,968,750
400,000 Health Management Associates, Inc.* 6,250,000
--------------
$ 48,218,750
--------------
Healthcare (Long Term Care) - 0.5%
150,000 HCR/Manor Care, Inc.* $ 4,162,500
1,000,000 Integrated Health Services, Inc.* 4,812,500
--------------
$ 8,975,000
--------------
Total Healthcare $ 79,190,750
--------------
Technology - 17.5%
Communications Equipment - 2.6%
200,000 ADC Telecommunications Inc.* $ 9,562,500
725,000 American Tower Corp.* 15,360,938
725,000 Andrew Corp.* 10,104,687
400,000 Alcatel Alsthom (A.D.R.) 9,725,000
--------------
$ 44,753,125
--------------
Computer (Hardware) - 3.1%
1,300,000 NCR Corp.* $ 53,300,000
--------------
Computer (Networking) - 1.5%
500,000 3Com Corp.* $ 13,062,500
550,000 Adaptec Inc.* 13,234,375
--------------
$ 26,296,875
--------------
Computer (Software & Services) - 3.9%
240,000 Intuit, Inc.* $ 20,670,000
770,000 The Learning Company, Inc.* 23,870,000
1,000,000 Novell, Inc.* 22,250,000
--------------
$ 66,790,000
--------------
Electronic (Semiconductors) - 1.8%
640,000 Analog Devices Inc.* $ 22,480,000
275,000 Etec Systems, Inc* 8,490,625
--------------
$ 30,970,625
--------------
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Services (Computer Systems) - 0.6%
380,300 Keane, Inc.* $ 9,436,194
--------------
Services (Data Processing) - 1.7%
700,000 First Data Corp. $ 29,706,250
--------------
Photography/Imaging - 2.3%
2,225,000 Imation Corp.*+ $ 39,354,688
--------------
Total Technology $ 300,607,757
--------------
Transportation - 0.9%
Air Freight - 0.4%
150,000 CNF Transportation Inc. $ 6,553,125
--------------
Railroads - 0.5%
150,000 Union Pacific Corp. $ 9,000,000
--------------
Total Transportation $ 15,553,125
--------------
Utilities - 10.3%
Electric Companies - 7.6%
404,800 Allegheny Energy Inc. $ 13,788,500
400,000 Baltimore Gas & Electric Co. 11,250,000
425,000 BEC Energy 18,062,500
1,000,000 Citizens Utilities Co. (Class B) 10,062,500
475,000 DPL, Inc. 8,490,625
300,000 DQE, Inc. 12,356,250
450,000 DTE Energy Co. 18,365,625
275,000 Florida Progress Corp. 10,587,500
200,000 GPU, Inc. 7,625,000
350,000 Kansas City Power & Light Co. 9,362,500
300,000 New Century Energies, Inc. 10,500,000
--------------
$ 130,451,000
--------------
Natural Gas - 2.7%
400,000 El Paso Energy Corp. $ 14,700,000
416,000 KeySpan Energy Corp. 11,128,000
475,900 Questar Corp. 8,655,431
325,000 Sonat, Inc. 11,618,750
--------------
$ 46,102,181
--------------
Total Utilities $ 176,553,181
--------------
TOTAL COMMON STOCKS
(Cost $1,507,655,186) $1,675,662,688
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount Value
<S> <C> <C>
TEMPORARY CASH INVESTMENTS - 2.5%
Commercial Paper - 2.5%
$18,570,000 Ford Motor Credit Co., 4.9%, 5/4/99 $ 18,570,000
23,858,000 Texaco, Inc. 4.84%, 5/3/99 23,858,000
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $42,428,000) $ 42,428,000
--------------
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,550,083,186)(a) $1,718,090,688
==============
</TABLE>
* Non-income producing security.
+ Investment held by the Fund representing 5% or more of the outstanding
voting stock of such company.
(a) At April 30, 1999, the net unrealized gain on investments based on cost for
federal income tax purposes of $1,552,894,716 was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $290,468,355
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (125,272,383)
------------
Net unrealized gain $165,195,972
============
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended April 30, 1999 aggregated $720,164,954 and $1,118,289,437,
respectively.
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
BALANCE SHEET 4/30/99
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary cash
investments of $42,428,000) (cost $1,550,083,186) $1,718,090,688
Cash 426
Receivables -
Investment securities sold 39,341,181
Fund shares sold 2,241,699
Dividends and interest 1,265,863
--------------
Total assets $1,760,939,857
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 21,729,893
Fund shares repurchased 5,006,737
Due to affiliates 1,982,390
Accrued expenses 224,087
--------------
Total liabilities $ 28,943,107
--------------
NET ASSETS:
Paid-in capital $1,459,417,013
Accumulated undistributed net investment income 3,112,848
Accumulated undistributed net realized gain on investments 101,459,387
Net unrealized gain on investments 168,007,502
--------------
Total net assets $1,731,996,750
==============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $1,214,303,488/58,578,934 shares) $ 20.73
==============
Class B (based on $478,158,528/23,792,438 shares) $ 20.10
==============
Class C (based on $35,107,387/1,752,173 shares) $ 20.04
==============
Class Y (based on $4,427,347/214,035 shares) $ 20.69
==============
MAXIMUM OFFERING PRICE:
Class A $ 21.99
==============
</TABLE>
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Six Months Ended 4/30/99
<TABLE>
<CAPTION>
INVESTMENT INCOME:
<S> <C> <C>
Dividends (net of foreign taxes withheld of $23,325) $13,422,855
Interest 1,728,152
-----------
Total investment income $ 15,151,007
------------
EXPENSES:
Management fees $ 5,903,443
Transfer agent fees
Class A 1,649,723
Class B 841,197
Class C 112,267
Class Y 132
Distribution fees
Class A 1,546,372
Class B 2,615,746
Class C 215,927
Administrative fees 215,900
Custodian fees 61,256
Registration fees 26,450
Professional fees 59,988
Printing 122,280
Fees and expenses of nonaffiliated trustees 26,885
Miscellaneous 18,442
-----------
Total expenses $ 13,416,008
Less fees paid indirectly (149,896)
------------
Net expenses $ 13,266,112
------------
Net investment income $ 1,884,895
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments (including net realized
loss of $176,479 from affiliated companies) $104,547,319
Change in net unrealized gain on investments 131,614,882
------------
Net gain on investments $236,162,201
------------
Net increase in net assets resulting from operations $238,047,096
============
</TABLE>
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Six Months Ended 4/30/99 and the Year Ended 10/31/98
<TABLE>
<CAPTION>
Six Months Ended Year Ended
FROM OPERATIONS: 4/30/99 10/31/98
<S> <C> <C>
Net investment income $ 1,884,895 $ 2,210,142
Net realized gain on investments 104,547,319 88,383,725
Change in net unrealized gain on investments 131,614,882 (282,031,277)
-------------- ---------------
Net increase (decrease) in net assets resulting
from operations $ 238,047,096 $ (191,437,410)
-------------- ---------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A ($0.02 and $0.10 per share, respectively) $ (1,273,105) $ (7,125,475)
Class Y ($0.14 and $0.00 per share, respectively) (27,357) -
Net realized gain:
Class A ($0.92 and $2.25 per share, respectively) (61,160,475) (154,430,807)
Class B ($0.92 and $2.25 per share, respectively) (27,238,710) (73,633,217)
Class C ($0.92 and $2.25 per share, respectively) (2,416,126) (6,091,331)
Class Y ($0.92 and $0.00 per share, respectively) (184,005) -
-------------- ---------------
Total distributions to shareholders $ (92,299,778) $ (241,280,830)
-------------- ---------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 162,339,888 $ 479,028,328
Reinvestment of distributions 81,258,434 209,303,525
Cost of shares repurchased (593,777,818) (716,309,430)
-------------- ---------------
Net decrease in net assets resulting from fund
share transactions $ (350,179,496) $ (27,977,577)
-------------- ---------------
Net decrease in net assets $ (204,432,178) $ (460,695,817)
NET ASSETS:
Beginning of period 1,936,428,928 2,397,124,745
-------------- ---------------
End of period (including accumulated undistributed net
investment income of $3,112,848 and $2,528,415,
respectively) $1,731,996,750 $1,936,428,928
============== ==============
</TABLE>
<TABLE>
<CAPTION>
CLASS A '99 Shares '99 Amount '98 Shares '98 Amount
<S> <C> <C> <C> <C>
Shares sold 6,102,092 $ 117,523,973 15,904,559 $343,579,340
Reinvestment of distributions 3,185,664 57,883,552 7,251,884 148,518,582
Less shares repurchased (19,481,231) (373,418,157) (22,914,494) (490,608,971)
----------- ------------- ----------- ------------
Net increase (decrease) (10,193,475) $(198,010,632) 241,949 $ 1,488,951
=========== ============= =========== ============
CLASS B
Shares sold 1,921,128 $ 36,146,998 5,151,319 $109,379,552
Reinvestment of distributions 1,230,788 21,748,029 2,889,094 58,013,010
Less shares repurchased (10,358,985) (192,776,296) (9,828,979) (202,913,967)
----------- ------------- ----------- ------------
Net decrease (7,207,069) $(134,881,269) (1,788,566) $(35,521,405)
=========== ============= =========== ============
CLASS C
Shares sold 436,550 $ 8,141,373 995,367 $ 20,998,898
Reinvestment of distributions 80,289 1,415,491 138,320 2,771,933
Less shares repurchased (1,460,626) (26,936,717) (1,091,750) (22,518,084)
----------- ------------- ----------- ------------
Net increase (decrease) (943,787) $ (17,379,853) 41,937 $ 1,252,747
=========== ============= =========== ============
CLASS Y*
Shares sold 26,681 $ 527,544 223,052 $ 5,070,538
Reinvestment of distributions 11,671 211,362 - -
Less shares repurchased (33,777) (646,648) (13,592) (268,408)
----------- ------------- ----------- ------------
Net increase 4,575 $ 92,258 209,460 $ 4,802,130
=========== ============= =========== ============
</TABLE>
* Class Y shares were first publicly offered July 2, 1998.
The accompanying notes are an integral part of these financial statements. 19
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 4/30/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended Year Ended
4/30/99 10/31/98
<S> <C> <C>
CLASS A
Net asset value, beginning of period $ 19.02 $ 23.23
---------- ----------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.03 $ 0.08
Net realized and unrealized gain (loss) on investments 2.62 (1.94)
---------- ----------
Net increase (decrease) from investment operations $ 2.65 $ (1.86)
Distributions to shareholders:
Net investment income (0.02) (0.10)
Net realized gain (0.92) (2.25)
---------- ----------
Net increase (decrease) in net asset value $ 1.71 $ (4.21)
---------- ----------
Net asset value, end of period $ 20.73 $ 19.02
========== ==========
Total return* 14.61% (8.74)%
Ratio of net expenses to average net assets 1.23%**+ 1.08%+
Ratio of net investment income (loss) to average net assets 0.44%**+ 0.33%+
Portfolio turnover rate 83%** 61%
Net assets, end of period (in thousands) $1,214,303 $1,308,335
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.21%** 1.07%
Net investment income 0.46%** 0.34%
<CAPTION>
Year Ended Year Ended Year Ended Year Ended
10/31/97 10/31/96 10/31/95 10/31/94
<S> <C> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 19.85 $ 19.42 $ 17.26 $ 16.17
---------- --------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.15 $ 0.08 $ 0.08 $ (0.05)
Net realized and unrealized gain (loss) on investments 4.17 2.31 3.03 2.80
--------- --------- ------- -------
Net increase (decrease) from investment operations $ 4.32 $ 2.39 $ 3.11 $ 2.75
Distributions to shareholders:
Net investment income (0.06) (0.09) - -
Net realized gain (0.88) (1.87) (0.95) (1.66)
--------- --------- ------- -------
Net increase (decrease) in net asset value $ 3.38 $ 0.43 $ 2.16 $ 1.09
--------- --------- ------- -------
Net asset value, end of period $ 23.23 $ 19.85 $ 19.42 $ 17.26
========== ========= ======= =======
Total return* 22.67% 13.12% 19.32% 19.03%
Ratio of net expenses to average net assets 1.00%+ 1.02%+ 1.16%+ 1.26%
Ratio of net investment income (loss) to average net assets 0.64%+ 0.43%+ 0.53%+ (0.44)%
Portfolio turnover rate 63% 37% 59% 47%
Net assets, end of period (in thousands) $1,591,655 $1,299,611 $845,415 $405,904
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.98% 1.00% 1.14% -
Net investment income 0.66% 0.45% 0.55% -
</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.
20
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 4/30/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended Year Ended
4/30/99 10/31/98
<S> <C> <C>
CLASS B
Net asset value, beginning of period $ 18.52 $ 22.73
---------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.09) $ (0.10)
Net realized and unrealized gain (loss) on investments 2.59 (1.86)
---------- --------
Net increase (decrease) from investment operations $ 2.50 $ (1.96)
Distributions to shareholders:
Net investment income - -
Net realized gain (0.92) (2.25)
---------- --------
Net increase (decrease) in net asset value $ 1.58 $ (4.21)
---------- --------
Net asset value, end of period $ 20.10 $ 18.52
========== ========
Total return* 14.17% (9.42)%
Ratio of net expenses to average net assets 2.03%* *+ 1.85%+
Ratio of net investment loss to average net assets (0.35)%**+ (0.43)%+
Portfolio turnover rate 83%** 61%
Net assets, end of period (in thousands) $ 478,159 $574,259
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.02%* * 1.84%
Net investment loss (0.34)%** (0.42)%
<CAPTION>
Year Ended Year Ended Year Ended 4/4/94 to
10/31/97 10/31/96 10/31/95 10/31/95
<S> <C> <C> <C> <C>
CLASS B
Net asset value, beginning of period $ 19.53 $ 19.20 $ 17.20 $ 14.94
-------- -------- -------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.02) $ (0.04) $ (0.01) $ (0.04)
Net realized and unrealized gain (loss) on investments 4.10 2.26 2.96 2.30
-------- -------- -------- -------
Net increase (decrease) from investment operations $ 4.08 $ 2.22 $ 2.95 $ 2.26
Distributions to shareholders:
Net investment income - (0.02) - -
Net realized gain ( 0.88) (1.87) (0.95) -
-------- -------- -------- -------
Net increase (decrease) in net asset value $ 3.20 $ 0.33 $ 2.00 $ 2.26
-------- -------- -------- -------
Net asset value, end of period $ 22.73 $ 19.53 $ 19.20 $ 17.20
======== ======== ======== =======
Total return* 21.70% 12.27% 18.42% 15.13%
Ratio of net expenses to average net assets 1.76%+ 1.79%+ 1.93%+ 2.04%**
Ratio of net investment loss to average net assets (0.12)%+ (0.35)%+ (0.18)%+ (1.12)%**
Portfolio turnover rate 63% 37% 59% 47%
Net assets, end of period (in thousands) $745,258 $589,188 $311,672 $42,459
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.75% 1.78% 1.88% -
Net investment loss (0.11)% (0.34)% (0.13)% -
</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 Capital Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 4/30/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Year Year 1/31/96
Ended Ended Ended to
4/30/99 10/31/98 10/31/97(a) 10/31/96
<S> <C> <C> <C> <C>
CLASS C
Net asset value, beginning of period $ 18.49 $ 22.69 $ 19.53 $ 18.69
------- -------- -------- -------
Increase (decrease) from investment
operations:
Net investment loss $ (0.15) $ (0.09) $ (0.03) $ (0.02)
Net realized and unrealized gain
(loss) on investments 2.62 (1.86) 4.11 0.86
------- -------- -------- -------
Net increase (decrease) from
investment operations $ 2.47 $ (1.95) $ 4.08 $ 0.84
Distributions to shareholders:
Net investment income - - ( 0.04) -
Net realized gain (0.92) (2.25) ( 0.88) -
------- -------- -------- -------
Net increase (decrease) in net
asset value $ 1.55 $ (4.20) $ 3.16 $ 0.84
------- -------- -------- -------
Net asset value, end of period $ 20.04 $ 18.49 $ 22.69 $ 19.53
======= ======== ======== =======
Total return* 14.03% (9.38)% 21.74% 4.50%
Ratio of net expenses to average
net assets 2.23%**+ 1.84%+ 1.75%+ 1.79%**+
Ratio of net investment loss to
average net assets (0.53)%**+ (0.43)%+ (0.15)%+ (0.39)%**+
Portfolio turnover rate 83%** 61% 63% 37%
Net assets, end of period (in thousands) $35,107 $ 49,842 $ 60,211 $27,202
Ratios assuming reduction for fees
paid indirectly:
Net expenses 2.22%** 1.83% 1.73% 1.74%**
Net investment loss (0.52)%** (0.42)% (0.13)% (0.34)**
</TABLE>
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
* 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.
22 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 4/30/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended 7/2/98 to
4/30/99(a) 10/31/98
<S> <C> <C>
CLASS Y
Net asset value, beginning of period $ 19.06 $ 23.00
------- --------
Increase (decrease) from investment operations:
Net investment income $ 0.09 $ 0.04
Net realized and unrealized gain (loss)
on investments 2.60 (3.98)
------- --------
Net increase (decrease) in net asset value $ 2.69 $ (3.94)
Distributions to shareholders:
Net investment income (0.14) -
Net realized gain (0.92) -
------- --------
Net increase (decrease) in net asset value $ 1.63 $ (3.94)
------- --------
Net asset value, end of period $ 20.69 $ 19.06
======= ========
Total return* 14.87% (17.13)%
Ratio of net expenses to average net assets 0.72%**+ 0.79%**+
Ratio of net investment income to average net assets 0.94**+ 0.68%**+
Portfolio turnover rate 83%** 61%
Net assets, end of period (in thousands) $ 4,427 $ 3,993
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.71%** 0.78%**
Net investment income 0.95%** 0.69%**
</TABLE>
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, and the complete redemption of the
investment at net asset value at the end of each period.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 23
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/99
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Capital Growth Fund (the Fund) is a Delaware business trust registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is to seek capital
appreciation by investing in a diversified portfolio of securities consisting
primarily of common stocks.
The Fund offers four classes of shares--Class A, Class B, Class C, and Class Y
shares. Each class of shares represents an interest in the same portfolio of
investments of the Fund and has equal rights to voting, redemptions, dividends
and liquidation, except that the level of transfer agent and distribution fees
may differ among classes. Class A, Class B and Class C shareholders have
exclusive voting rights with respect to the distribution plan for each class.
There is no distribution plan for Class Y shares.
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. The net asset value is
computed once daily, on each day the New York Stock Exchange is open, as of
the close of regular trading on the Exchange. In computing the net asset
value, 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.
24
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 that have
the highest cost and also qualify for long-term capital gain or loss
treatment for tax purposes.
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 wholly owned subsidiary of The Pioneer Group, Inc. (PGI). PFD earned
$222,464 in underwriting commissions on the sale of fund shares during the
six months ended April 30, 1999.
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. Class Y shares are not subject to a distribution plan.
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 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.
25
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/99 (continued)
- --------------------------------------------------------------------------------
Distributions to shareholders are recorded as of the ex-dividend date.
Distributions paid by the Fund, if any, with respect to each class of shares
are calculated in the same manner, at the same time, on the same day and in
the same amount, except that Class A, Class B, Class C, and Class Y shares
bear different transfer agent and distribution fees.
2. Management Agreement
Pioneer Investment Management, Inc. (PIM), the Fund's investment adviser,
manages the Fund's portfolio and is a wholly owned subsidiary of PGI. PIM
receives a basic fee that is calculated at the annual rate of 0.70% of the
Fund's average daily net assets up to $500 million; 0.65% of the next $500
million, and 0.625% of the excess over $1 billion. Effective May 1, 1999, the
basic fee will be subject to a performance adjustment up to a maximum of +/-
0.10% based on the Fund's investment performance as compared with the Lipper
Growth Funds Index.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. At April 30, 1999, $949,157 was payable to PIM
related to management fees, administrative 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 $383,447 in transfer agent fees payable to PSC at April 30,
1999.
4. Distribution Plans
The Fund adopted Plans of Distribution with respect to Class A, Class B and
Class C 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
$649,786 in distribution fees payable to PFD at April 30, 1999.
26
<PAGE>
Pioneer Capital Growth Fund
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In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on certain net asset value purchases of Class A shares that are
redeemed 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 1.0%. Proceeds from the CDSCs are paid to PFD. For the six months ended
April 30, 1999, CDSCs in the amount of $1,874,261 were paid to PFD.
5. Expense Offsets
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For the six
months ended April 30, 1999, the Fund's expenses were reduced by $149,896 under
such arrangements.
6. Line of Credit Facility
The Fund, along with certain other funds 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, 1999, the Fund
had no borrowings under this agreement.
27
<PAGE>
Pioneer Capital Growth Fund
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NOTES TO FINANCIAL STATEMENTS 4/30/99 (continued)
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7. Affiliated Companies
The Fund may invest in smaller capitalized company securities that tend to be
more sensitive to changes in earnings expectations and have lower trading
volumes than mid to large capitalized company securities, and as a result, they
may experience more abrupt and erratic price movements. The Fund's investment
in these smaller capitalized companies may 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, 1999:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Dividend
Affiliates Purchases Sales Income Value
- ----------------------- ------------- ----------- ----------- --------------
<S> <C> <C> <C> <C>
Brush Wellman, Inc. $ - $304,271 $204,000 $12,501,875
Cole National Corp. 1,799,446 - - 13,020,000
Imation Corp. - - - 39,354,688
---------- -------- -------- -----------
$1,799,446 $304,271 $204,000 $64,876,563
========== ======== ======== ===========
</TABLE>
- --------------------------------------------------------------------------------
28
<PAGE>
Pioneer Capital Growth Fund
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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To the Shareowners and the Board of Trustees of Pioneer Capital Growth Fund:
We have audited the accompanying balance sheet, including the schedule of
investments, of Pioneer Capital Growth Fund (the Fund) as of April 30, 1999,
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, 1999 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 Capital Growth Fund as of April 30, 1999, 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 4, 1999
29
<PAGE>
Pioneer Capital Growth Fund
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TRUSTEES, OFFICERS AND SERVICE PROVIDERS
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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 J. Rodman Wright, Vice President
Marguerite A. Piret John A. Boynton, Treasurer
David D. Tripple Joseph P. Barri, Secretary
Stephen K. West
John Winthrop
Investment Adviser
Pioneer Investment Management, Inc.
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
30
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THE PIONEER FAMILY OF MUTUAL FUNDS
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For information about any Pioneer mutual fund, please contact your investment
representative, or call Pioneer at 1-800-225-6292. Ask for a free fund
information kit, which includes a fund prospectus. Please read the prospectus
carefully before you invest or send money.
Growth Funds Income Funds
United States Taxable
Pioneer Capital Growth Fund Pioneer America Income Trust
Pioneer Growth Shares Pioneer Bond Fund
Pioneer Micro-Cap Fund Pioneer Short-Term Income Trust
Pioneer Mid-Cap Fund Pioneer Strategic Income Fund
Pioneer Small Company Fund
Tax-Free
International/Global Pioneer Tax-Free Income Fund
Pioneer Emerging Markets Fund
Pioneer Europe Fund Money Market Fund
Pioneer Indo-Asia Fund Pioneer Cash Reserves Fund
Pioneer International Growth Fund
Pioneer World Equity Fund
Growth and Income Funds
Pioneer Fund
Pioneer II
Pioneer Balanced Fund
Pioneer Equity-Income Fund
Pioneer Real Estate Shares
31
<PAGE>
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PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
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Your investment professional can give you additional information on Pioneer's
programs and services. If you want to order literature on any of the following
items directly, simply call Pioneer at 1-800-225-6292.
FactFone(SM)
Our automated account information service, available to you 24 hours a day,
seven days a week. FactFone gives you a quick and easy way to check fund share
prices, yields, dividends and distributions, as well as information about your
own account. Simply call 1-800-225-4321. For specific account information, have
your 13-digit account number and four-digit personal identification number at
hand.
90-Day Reinstatement Privilege (for Class A Shares)
Enables you to reinvest all or a portion of the money you redeem from your
Pioneer account - without paying a sales charge - within 90 days of your
redemption. You have the choice of investing in any Pioneer fund, as long as
you meet its minimum investment requirement.
Investomatic Plan
An easy and convenient way for you to invest on a regular basis. All you need to
do is authorize a set amount of money to be moved out of your bank account into
the Pioneer fund of your choice. Investomatic also allows you to change the
dollar amount, frequency and investment date right over the phone. By putting
aside affordable amounts of money regularly, you can build a long-term
investment - without sacrificing your current standard of living.
Payroll Investment Program (PIP)
Lets you invest in a Pioneer fund directly through your paycheck. All that's
involved is for your employer to fill out an authorization form allowing Pioneer
to deduct from participating employees' paychecks. You specify the dollar amount
you want to invest into the Pioneer fund(s) of your choice.
32
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Automatic Exchange Program
A simple way to move money from one Pioneer fund to another over a period of
time. Just invest a lump sum in one fund, and select the other Pioneer funds you
wish to invest in. You choose the amounts and dates for Pioneer to sell shares
of your original fund and use the proceeds to buy shares of the other funds you
have chosen. Over time, your investment will be shifted out of the original
fund. (Automatic Exchange is available for originating accounts with a balance
of $5,000 or more.)
Directed Dividends
Lets you invest cash dividends from one Pioneer fund to an account in another
Pioneer fund with no sales charge or fee. Simply fill out the applicable
information on a Pioneer Account Options Form. (This program is available for
dividend payments only; capital gains distributions are not eligible at this
time.)
Direct Deposit
Lets you move money into your bank account using electronic funds transfer
(EFT). EFT moves your money faster than you would receive a check, eliminates
unnecessary paper and mail, and avoids lost checks. Simply fill out a Pioneer
Direct Deposit Form, giving your instructions.
Systematic Withdrawal Plan (SWP)
Lets you establish automatic withdrawals from your account at set intervals. You
decide the frequency and the day of the month you want. Pioneer will send the
proceeds by check to the address you designate, or electronically to your bank
account. You also can authorize Pioneer to make the redemptions payable to
someone else. (SWPs are available for accounts with a value of $10,000 or more.)
33
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RETIREMENT PLANS FROM PIONEER
- --------------------------------------------------------------------------------
Pioneer has a long history of helping people work toward their retirement goals,
offering plans suited to the individual investor and businesses of all sizes.
For more information on Pioneer retirement plans, contact your investment
professional, or call Pioneer at 1-800-622-0176.
Individual Retirement Account (IRA)
Traditional IRA
A Traditional IRA allows anyone under age 701/2 with earned income to contribute
up to $2,000 annually. Spouses may contribute up to $2,000 annually into a
separate IRA, for a total of $4,000 per year for a married couple. Earnings are
tax-deferred, and contributions may be tax-deductible.
Roth IRA
Contributions, up to $2,000 a year per person in earned income, are not tax-
deductible, but earnings are tax-free for qualified withdrawals. You can
contribute beyond age 701/2, although there are income limits for contributions
at any age.
401(k) Plan
The traditional 401(k) plan allows employees to make pre-tax contributions
through payroll deduction, up to $10,000 per year or 25% of pay, whichever is
less. Employers may contribute.
SIMPLE (Savings Incentive Match Plan for Employees) IRA Plan
Businesses with 100 or fewer eligible employees can establish a plan; it
resembles a traditional 401(k), but with less testing and lower administration
costs. Employees can make pre-tax contributions of up to $6,000 per year, and an
employer contribution is required.
Most retirement plan withdrawals must meet specific
conditions to avoid penalties.
34
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403(b) Plan
Also known as a Tax-Sheltered Account (TSA), a 403(b) plan is available only to
employees of public schools, not-for-profit hospitals and other tax-exempt
organizations. A 403(b) plan lets employees set aside a portion of their salary,
before taxes, through payroll deduction.
Simplified Employee Pension Plan (SEP)
SEPs let self-employed people and small-business owners make tax-deductible
contributions of up to 15% of their income. Generally, employers must contribute
the same percentage of pay for themselves and any eligible employees;
contributions are made directly to employees' IRAs. SEPs are easy to administer
and can be an especially good choice for firms with few or no employees.
Profit Sharing Plan
Profit sharing plans offer companies considerable flexibility, allowing them to
decide each year whether a contribution will be made and how much, up to 15% of
each participant's pay. These plans can include provisions for loans and vesting
schedules.
Age-Based Profit Sharing Plan
Like traditional profit sharing plans, employer contributions are flexible, but
age-based plans allocate contributions based on both age and salary. Age-based
plans are designed for employers who want to maximize their own contributions
while keeping contributions to employees affordable.
Money Purchase Pension Plan (MPP)
Money purchase plans are similar to profit-sharing plans, but allow for higher
annual contributions - up to 25% of pay. MPPs aren't as flexible as profit
sharing plans; a fixed percentage of pay must be contributed each year,
determined when the plan is established. Businesses often set up both MPPs and
profit sharing plans.
Most retirement plan withdrawals must meet specific
conditions to avoid penalties.
35
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This page for your notes.
36
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This page for your notes.
37
<PAGE>
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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:
<TABLE>
<S> <C>
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
</TABLE>
This report must be preceded or accompanied by a current
Fund prospectus.
[Pioneer logo] Pioneer Investment Management, Inc.
60 State Street
Boston, Massachusetts 02109
www.pioneerfunds.com
0699 - 6555
(C) Pioneer Funds Distributor, Inc.
[Recycle bug] C Printed on Recycled Paper
