PIONEER GROWTH SHARES, DEFS14A, 1998-03-12

PIONEER GROWTH SHARES
DEFS14A, 1998-03-12

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File No. 2-28274
File No. 811-01604

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use
of the Commission
Only (as permitted
by Rule 14a-6(e)(2))

[ X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Pioneer Growth Shares
(Name of Registrant as Specified in Its Charter)

Pioneer Growth Shares
(Name of Person(s) Filing Proxy Statement)

<PAGE>

PIONEER GROWTH SHARES
60 State Street
Boston, Massachusetts 02109
1-800-225-6292

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD TUESDAY, APRIL 21, 1998

A Special Meeting of Shareholders of Pioneer Growth Shares, a Delaware
business trust (the "Fund"), will be held at the offices of Hale and Dorr LLP,
60 State Street, 26th Floor, Boston, Massachusetts 02109, at 2:00 p.m., Boston
time, on Tuesday, April 21, 1998, to consider and act upon the following
proposals:

1. To approve a new Management Contract between the Fund and Pioneering
Management Corporation, the Fund's investment adviser ("PMC"),
increasing the rate at which management fees are payable to PMC;

2. To elect the nine (9) Trustees named in the attached Proxy Statement to
serve on the Board of Trustees until their successors have been duly
elected and qualified;

3. To approve amendments to the Fund's fundamental investment policies, as
described in the proxy statement;

4. To ratify the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the fiscal year ending December 31,
1998; and

5. To transact such other business as may properly come before the meeting
or any adjournments thereof.

Shareholders of record as of the close of business on February 20, 1998,
are entitled to vote at the meeting or any adjournments thereof. The Proxy
Statement and proxy card are being mailed to shareholders on or about March 12,
1998.

By Order Of The Board of Trustees

Joseph P. Barri, Secretary

Boston, Massachusetts

March 12, 1998
-----------------

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY CARD. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING.

0298-4605

<PAGE>

PIONEER GROWTH SHARES
60 State Street
Boston, Massachusetts 02109
1-800-225-6292

SPECIAL MEETING OF SHAREHOLDERS

APRIL 21, 1998

PROXY STATEMENT

This Proxy Statement is furnished to shareholders of Pioneer Growth Shares,
a Delaware business trust (the "Fund"), in connection with the solicitation of
proxies by the Board of Trustees for use at the Special Meeting of Shareholders
of the Fund, to be held at the offices of Hale and Dorr LLP, 60 State Street,
26th Floor, Boston, Massachusetts 02109, at 2:00 p.m., Boston time, on Tuesday,
April 21, 1998, and at any adjournments thereof (the "Meeting"). This Proxy
Statement and enclosed proxy are being mailed to shareholders on or about March
12, 1998. The Fund's Annual Report for its fiscal period ended December 31,
1997, has previously been mailed to shareholders. Additional copies of this
report may be obtained free of charge by writing to the Fund at its executive
offices, 60 State Street, Boston, Massachusetts 02109 or by calling
1-800-225-6292.

Shareholders of record as of the close of business on February 20, 1998,
(the "Record Date") are entitled to vote on all business of the Meeting or any
adjournments thereof. As of the Record Date, there were 53,245,939.427
outstanding shares of beneficial interest of the Fund. To the knowledge of the
management of the Fund, no person beneficially owned more than 5% of the
outstanding shares of the Fund as of the December 31, 1997, except that Tommie
D. Thompson TTEE For Mutual of Omaha 401K Long-Term Savings Plan, Mutual of
Omaha Plaza, PL-Benefits Dept/Tim Bormann, Omaha, NW 68175-0001, owned
2,949,836.434 (6.24%) shares.

<PAGE>

PROPOSAL 1

APPROVAL OF NEW MANAGEMENT CONTRACT

Summary

Pioneering Management Corporation ("PMC") has served as the Fund's
investment adviser since December 1, 1993. PMC serves as the investment adviser
for the Pioneer family of mutual funds and for certain other institutional
accounts. PMC, a registered investment adviser under the Investment Advisers Act
of 1940, as amended, is a wholly owned subsidiary of The Pioneer Group, Inc.
("PGI"), a Delaware corporation with publicly traded shares. PGI is located at
60 State Street, Boston, Massachusetts 02109.

At the meeting held on January 8, 1998, the Trustees, including all of the
Trustees who are not "interested persons" of the Fund or PMC, unanimously
approved and voted to recommend that the shareholders of the Fund approve a
proposal to terminate the Fund's existing Management Contract between PMC and
the Fund (the "Existing Contract") and to adopt a new Management Contract (the
"Proposed Contract"). The Existing Contract and the Proposed Contract are also
each referred to below as a "Contract." Under the Proposed Contract, there will
be an increase in the basic rate of management fees paid by the Fund to PMC. As
described more fully below, depending upon the Fund's investment performance
relative to a selected securities index, this basic fee will be increased or
decreased. In all cases, the fee ultimately paid by the Fund will be higher than
that paid under the Existing Contract.

Terms of Existing and Proposed Management Contracts

Except for the different fee rates, effective dates and renewal dates, the
terms of the Existing and Proposed Contracts are substantially identical.
Pursuant to the terms of each Contract, PMC serves as investment adviser to the
Fund and is responsible for the overall management of the Fund's business
affairs subject only to the authority of the Board of Trustees. PMC is
authorized to buy and sell securities for the account of the Fund and to
designate brokers to carry out such transactions. PMC may not make any purchase
the cost of which exceeds funds currently available for the Fund and may not
make any purchase which would violate any fundamental policy or restriction in
the Fund's Prospectus or Statement of Additional Information as in effect from
time to time.

Under each Contract, PMC pays all expenses, including executive salaries
and the rental of office space, related to its services for the Fund with the
exception of the following which are paid by the Fund: (i) charges and expenses
for fund accounting, pricing and appraisal services and related overhead,
including, to the extent such services are performed by personnel of PMC or its
affiliates, office space and facilities and personnel compensation, training and
benefits, (ii) the charges and expenses of auditors, (iii) the charges and
expenses of any custodian, transfer agent, plan agent, dividend disbursing agent
and registrar appointed by the Fund with respect to the Fund, (iv) issue and
transfer taxes, chargeable to the Fund in connection with securities
transactions to which the Fund is a party, (v) insurance premiums, interest
charges, dues and fees for membership in trade

1
<PAGE>

associations and all taxes and corporate fees payable by the Fund to federal,
state or other governmental agencies, (vi) fees and expenses involved in
registering and maintaining registrations of the Fund and of its shares with the
U.S. Securities and Exchange Commission (the "Commission"), state securities
agencies and foreign jurisdictions, including the preparation of prospectuses
and statements of additional information for filing with such regulatory
agencies, (vii) all expenses of shareholders' and Trustees' meetings and of
preparing, printing and distributing prospectuses, notices, proxy statements and
all reports to shareholders and to governmental agencies, (viii) charges and
expenses of legal counsel to the Fund and the Trustees, (ix) if applicable,
distribution fees paid by the Fund pursuant to a Plan of Distribution in
accordance with Rule 12b-1 promulgated by the Commission pursuant to the
Investment Company Act of 1940, as amended (the "1940 Act"), (x) compensation of
those Trustees of the Fund who are not affiliated with or interested persons of
PMC, the Fund (other than as Trustees), PGI, or Pioneer Funds Distributor, Inc.,
the Fund's principal underwriter ("PFD"), (xi) the cost of preparing and
printing share certificates, and (xii) interest on borrowed money, if any. The
Fund will pay all brokers' and underwriting commissions chargeable to the Fund
in connection with securities transactions to which the Fund is a party.

The Existing Contract was approved by the shareholders of the Fund on
November 23, 1993, in connection with the acquisition of Mutual of Omaha Fund
Management Company, the Fund's prior investment adviser. The Existing Contract
was approved by the Fund's Board and its renewal was most recently approved by
the Board at a meeting held in April, 1997. Each Contract is renewable annually
by the vote of a majority of the Fund's Board, including a majority of the
Trustees who are not "interested persons" (as defined in the 1940 Act) of the
Fund, PMC or PFD, cast in person at a meeting called for the purpose of voting
on such renewal. Each Contract terminates if assigned (as defined in the 1940
Act) and may be terminated without penalty by either party by vote of its Board
or a majority of the Fund's outstanding voting securities and upon 60 days'
written notice.

As compensation for its management services and certain expenses which PMC
incurs on behalf of the Fund, the Fund pays PMC an annual management fee under
the Existing Contract equal to 0.50% of the Fund's average daily net assets up
to $250 million, 0.48% of the next $50 million, and 0.45% of the excess over
$300 million. This fee is computed daily and paid monthly.

Proposed Management Contract

The terms of the Proposed Contract differ materially from those of the
Existing Contract in respect of the management fees payable to PMC.

Basic Fee Increase

As compensation for its management services and certain expenses which PMC
incurs on behalf of the Fund, the Fund would pay PMC an annual management fee
under the Proposed Contract (the "Basic Fee") equal to 0.70% of the Fund's
average daily net assets up to $1 billion, 0.675% of the next $4 billion, 0.65%
of the next $5 billion and 0.575% of the excess over $10 billion. The Basic Fee
would be computed daily and paid monthly.

2
<PAGE>

The Basic Fee represents an increase in the management fee rate payable to
PMC over the rates under the Existing Contract. The Board determined that the
Basic Fee with the application of the performance fee adjustment described below
is fair and reasonable. That adjustment provides for increases or decreases in
the Basic Fee, based upon the Fund's performance.

The effective date of the Proposed Contract is expected to be May 1, 1998,
(the "Effective Date"). Accordingly, the Basic Fee will take effect on the
Effective Date if the Proposed Contract is adopted at the Meeting.

Performance Fee Adjustment

The Board of Trustees is proposing the implementation of a performance
adjustment to accompany the Basic Fee. The performance adjustment will either
increase or decrease the monthly Basic Fee paid by the Fund to PMC based on the
performance of the Fund as compared to the investment record (the "record") of a
securities index determined by the Trustees to be appropriate over the same
period. The Trustees initially have designated the Lipper Growth Funds Index
(the "Index") for this purpose. The Index is an equally-weighted performance
index adjusted for income dividends and capital gains distributions comprised of
the 30 largest funds listed by Lipper Analytical Services, Inc. as having an
investment objective of growth.

From time to time, the Trustees may determine that another securities index
is a more appropriate benchmark than the Index for purposes of evaluating the
performance of the Fund. In such event, a successor index may be substituted for
the Index in prospectively calculating the performance based adjustment to the
Basic Fee. However, the calculation of the performance adjustment for any
portion of the performance period prior to the adoption of the successor index
would still be based upon the Fund's performance compared to the Index.

It is not possible to predict the effect of the performance adjustment on
the overall compensation to PMC in the future since it will depend on the
performance of the Fund relative to the record of the Index.

The Board determined that it would be appropriate to increase PMC's
compensation when the Fund's performance exceeds that of an objective index and,
conversely, to reduce PMC's compensation when the Fund's performance is poorer
than the record of that index. The Index was deemed appropriate for this
comparison because it is broad-based and because the Index is composed of funds
with similar investment objectives and policies to those of the Fund. The Board
believes that a performance adjustment is appropriate for the Fund and that
providing incentives to PMC based on its performance benefits shareholders.

The Board is proposing that there be a performance adjustment which would
increase or decrease the Basic Fee based on the performance of the Class A
Shares of the Fund calculated at net asset value. The Basic Fee would be subject
to upward or downward adjustment depending on whether, and to what extent, the
investment performance of the Class A Shares of the Fund for the relevant
performance period exceeds, or is exceeded

3
<PAGE>

by, the record of the Index over the same period. This performance comparison
would be made at the end of each month. Each percentage point of difference (up
to a maximum difference of -10 percentage points) would be multiplied by a
performance adjustment rate of 0.01%. The maximum adjustment rate is therefore
- -0.10%. An appropriate percentage of this rate (based upon the number of days in
the current month) would then be multiplied by the average daily net assets of
the Fund over the entire performance period, giving the dollar amount which will
be added to (or subtracted from) the Basic Fee. The monthly performance
adjustment will be further adjusted to the extent necessary to insure that the
total annual adjustment to the Basic Fee does not exceed -0.10% of average daily
net assets for that year.

Implementation of Performance Adjustment. The Board is proposing that the
performance adjustment be implemented on a date occurring twelve months after
the Effective Date. Thus, during the initial twelve-month period, the Basic Fee
would remain unadjusted. During the following twenty-four months, Fund
performance would be measured over an increasing period covering the current
month and the prior months dating back to the Effective Date (the "performance
period"). Beginning in the thirty-sixth month, the duration of the Fund's
performance period would become fixed. Thereafter, Fund performance would be
measured over a rolling thirty-six-month period covering the current month and
the prior thirty-five months.

Application of Performance Adjustment. The application of the performance
adjustment is illustrated by the following hypothetical example, assuming that
the net asset value of the Fund and the level of the Index were $10 and 100,
respectively, on the first day of the performance period.

<TABLE>
<CAPTION>
Investment Performance* Cumulative Change
----------------------- -----------------
<S> <C> <C>
Fund Index
First Day $10 100
End of Period $13 123
Absolute Change $ 3 +23
Percentage Change +30% +23%
</TABLE>

* Reflects Class A share performance at net asset value. Any dividends or
capital gains distributions paid by the Fund are treated as if reinvested in
shares of the Fund at net asset value as of the payment date and any dividends
paid on the securities which comprise the Index are treated as if reinvested on
the ex-dividend date.

The difference in relative performance for the performance period is +7
percentage points. Accordingly, the annualized management fee rate for the last
month of the performance period would be calculated as follows: an appropriate
percentage of the Basic Fee rate (based upon the number of days in the month) of
0.70% (assuming Fund assets of up to $1 billion) would be multiplied by the
Fund's average daily net assets for the month resulting in a dollar amount. The
+7 percentage point difference is multiplied by the performance adjustment rate
of 0.01% producing a rate of 0.07%. An appropriate percentage of this rate
(based upon the number of days in the month) is then multiplied by the average
daily net assets of the Fund over the performance period resulting in a dollar
amount which is added to the dollar amount of the Basic Fee. The management fee
paid is the Basic Fee

4
<PAGE>

adjusted by the dollar amount of the performance adjustment calculated for the
performance period. If the investment performance of the Index during the
performance period exceeded the performance record of the Fund, the dollar
amount of the performance adjustment would be deducted from the Basic Fee.

Because the adjustment to the Basic Fee is based on the comparative
performance of the Fund and the record of the Index, the controlling factor is
not whether Fund performance is up or down, but whether it is up or down more or
less than the record of the Index. Moreover, the comparative investment
performance of the Fund is based solely on the relevant performance period
without regard to the cumulative performance over a longer or shorter period of
time.

The Basic Fee will take effect on the Effective Date if the Proposed
Contract is adopted at the Meeting. Accordingly, (1) from May 1, 1998 through
April 30, 1999 the Fund will pay management fees at a rate equal to the Basic
Fee (0.70% assuming assets up to $1 billion); (2) from May 1, 1999 through April
30, 2001, the Fund will pay management fees at a rate equal to the Basic Fee
plus or minus the amount of the performance adjustment based upon the current
month and the preceding months dating back to the Effective Date; and (3)
beginning on May 1, 2001, the Fund will pay management fees at a rate equal to
the Basic Fee plus or minus the amount of the performance adjustment based upon
the current month and the preceding thirty-five months. Because the performance
adjustment will be calculated no earlier than twelve months after the Effective
Date and because the performance adjustment will not reflect the Fund's
performance prior to the Effective Date, the effect of the initial performance
adjustment (and all subsequent adjustments) is unknown and cannot reasonably be
estimated at the time of this proposal.

Effect of the New Management Fee Structure

Under the Existing Contract, the Fund paid management fees at an effective
annual rate of 0.48% based on average daily net assets of $503,702,153 for the
twelve months ended December 31, 1997. Under the Proposed Contract, at this
asset level, assuming implementation of the performance adjustment, the Fund
would pay a maximum annual fee of 0.80%, a Basic Fee of 0.70% and a minimum
annual fee of 0.60% based upon the Fund's performance relative to the Index as
described above.

Set forth below is a chart showing the dollar amount of management fees
paid during the Fund's fiscal year ended December 31, 1997, under the Existing
Contract and the amount of fees that would have been paid under the Proposed
Contract at the maximum, Basic and minimum fee rates. The chart also shows the
percentage differences between the amounts that would have been paid under the
Proposed Contract and the amount actually paid under the Existing Contract. Also
set forth below is a comparative fee table showing the amount of fees and
expenses paid by the Fund under the Existing Contract as a percentage of average
net assets and the amount of fees and expenses shareholders would have paid if
the maximum, Basic and minimum fees under the Proposed Contract had been in
effect. The figures shown for the Basic Fee represent the amounts that actually
would have been paid during the twelve months under the Proposed Contract when
the performance adjustment would not be in effect. The maximum and minimum fees,
calculated at

5
<PAGE>

December 31, 1997 asset levels, would apply only in the second or subsequent
years under the Proposed Contract when the performance adjustment would be in
effect.

DOLLAR AMOUNT OF MANAGEMENT FEES PAID (fiscal year ended
December 31, 1997)

<TABLE>
<CAPTION>
Proposed Contract
---------------------------------------
Existing
Contract Maximum Basic Minimum
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Amount of Fees Paid or that
Would Have Been Paid ..................... $2,401,013 $4,029,617 $3,525,915 $3,022,213
Percentage Difference from
Amount Paid under Existing
Contract ................................. N/A +67.83% +46.85% +25.87%
</TABLE>

COMPARATIVE FEE TABLES
(fiscal year ended December 31, 1997)

Annual Fund Operating Expenses
(as a percentage of average net assets)

Class A Shares

<TABLE>
<CAPTION>
Proposed Contract
--------------------------------
Existing
Fee Maximum Basic Minimum
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Management Fee .............. 0.48 0.80 0.70 0.60
12b-1 Fees .................. 0.25 0.25 0.25 0.25
Other Expenses .............. 0.24 0.24 0.24 0.24
---- ---- ---- ----
Total Fund Operating Expenses 0.97 1.29 1.19 1.09
</TABLE>

Class B Shares

<TABLE>
<CAPTION>
Proposed Contract
--------------------------------
Existing
Fee Maximum Basic Minimum
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Management Fee ........................ 0.48 0.80 0.70 0.60
12b-1 Fees ............................ 1.00 1.00 1.00 1.00
Other Expenses ........................ 0.24 0.24 0.24 0.24
---- ---- ---- ----
Total Fund Operating Expenses ......... 1.72 2.04 1.94 1.84
</TABLE>

6
<PAGE>

Class C Shares

<TABLE>
<CAPTION>
Proposed Contract
--------------------------------
Existing
Fee Maximum Basic Minimum
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Management Fee ........................ 0.48 0.80 0.70 0.60
12b-1 Fees ............................ 1.00 1.00 1.00 1.00
Other Expenses ........................ 0.15 0.15 0.15 0.15
---- ---- ---- ----
Total Fund Operating Expenses ......... 1.63 1.95 1.85 1.75
</TABLE>

Examples

The following examples illustrate the expenses on a $1,000 investment under
the existing and proposed maximum, Basic and minimum fees stated above, assuming
a 5% annual return and constant expenses, with or without redemption at the end
of each time period:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class A Shares
Existing Fee ......... $67 $87 $108 $170
Proposed Fee:
Maximum ............. -- $96 $124 $204
Basic ............... $69 $93 $119 $194
Minimum ............. -- $90 $114 $183
Class B Shares
(assuming complete redemption at end of period)
Existing Fee ......... $57 $84 $113 $183*
Proposed Fee:
Maximum ............. -- $94 $130 $218
Basic ............... $60 $91 $125 $207
Minimum ............. -- $88 $120 $196
Class B Shares
(assuming no redemption)
Existing Fee ......... $17 $54 $ 93 $183*
Proposed Fee:
Maximum ............. -- $64 $110 $218
Basic ............... $20 $61 $105 $207
Minimum ............. -- $58 $100 $196
Class C Shares**
(assuming complete redemption at end of period)
Existing Fee ......... $27 $51 $ 89 $193
Proposed Fee:
Maximum ............. -- $61 $105 $227
Basic ............... $29 $58 $100 $217
Minimum ............. -- $55 $ 95 $206
</TABLE>

7
<PAGE>

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class C Shares
(assuming no redemption)
Existing Fee ......... $17 $51 $ 89 $193
Proposed Fee:
Maximum ............. -- $61 $105 $227
Basic ............... $19 $58 $100 $217
Minimum ............. -- $55 $ 95 $206
</TABLE>

- ------------
* Class B shares convert to Class A shares eight years after purchase;
therefore, Class A expenses are used after year eight.
** Class C shares redeemed during the first year after purchase are subject to
a 1% contingent deferred sales charge.

The purpose of these examples and tables is to assist shareholders in
understanding the various costs and expenses that the shareholders would incur
if the Proposed Contract is approved. The examples above should not be
considered representations of past or future expenses of the Fund. Actual
expenses may be higher or lower than those shown above.

Other Provisions that Remain the Same under the Existing and Proposed Contracts

Standard of Care. Under each Contract, PMC "will not be liable for any
error of judgment or mistake of law or for any loss sustained by reason of the
adoption of any investment policy or the purchase, sale or retention of any
security on the recommendation of [PMC] . . . ." PMC, however, shall not be
protected against liability by reason of its ". . . willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement."

PMC's Authority. Each Contract provides that PMC shall have full discretion
to act for the Fund in connection with purchase and sale transactions subject
only to the Declaration of Trust, Bylaws, currently effective registrations
under the 1940 Act and the Securities Act of 1933, as amended (the "1933 Act"),
investment objective, policies and restrictions of the Fund in effect from time
to time, and specific policies and instructions established from time to time by
the Trustees.

Portfolio Trading. Each Contract expressly permits PMC to engage in such
activity. For a more detailed description of the Fund's current portfolio
brokerage practices, see the Appendix.

Expense Limitation. Each Contract provides that if the operating expenses
of the Fund exceed the limits established by state "blue sky" administrators,
PMC's fee will be reduced (but not below $0) to the extent required by such
limits. No such limits are currently in force. Each Contract also provides that
PMC may from time to time agree not to impose all or a portion of its fee or
otherwise take action to reduce expenses of the Fund. Any such fee limitation or
expense reduction is voluntary and may be discontinued or modified by PMC at any
time.

8
<PAGE>

Other Provisions. Each Contract includes provisions that provide that: (i)
the law of The Commonwealth of Massachusetts shall be the governing law of the
Contract; (ii) PMC is an independent contractor and not an employee of the Fund;
(iii) the Contract is the entire agreement between the parties with respect to
the matters described therein; (iv) the Contract may be executed using
counterpart signature pages; (v) invalid or unenforceable provisions of the
Contract are severable and do not render the entire agreement invalid or
unenforceable; (vi) the Fund may pay for charges and expenses of counsel to the
"non-interested" Trustees as well as counsel to the Fund; and (vii) subject to
obtaining best execution, PMC may consider sales of other Pioneer mutual funds
when selecting brokers and dealers to execute the Fund's securities
transactions.

Miscellaneous

If approved, the Proposed Contract will become effective on May 1, 1998 (or
on the date of approval if approved after that date) and will continue in effect
until May 31, 1999, and thereafter will continue from year to year subject to
annual approval by the Board of Trustees in the same manner as the Existing
Contract. The Proposed Contract terminates if assigned (as defined in the 1940
Act) and may terminate without penalty, upon sixty (60) days' written notice, by
either party, by vote of its Board or by a vote of a majority of the outstanding
voting securities of the Fund.

Additional Information Pertaining to PMC

For additional information concerning the management, ownership structure,
affiliations, brokerage policies and certain other matters pertaining to PMC,
see the Appendix.

Factors Considered by the Trustees

The Trustees determined that the terms of the Proposed Contract are fair
and reasonable and that approval of the Proposed Contract on behalf of the Fund
is in the best interests of the Fund. The Trustees considered a number of
factors in deciding to recommend an increase in the management fee and a
performance fee adjustment. In approving the performance aspect of the fee
proposed by management, the Trustees considered its structure and the Index on
which it is based. They believed that it provides an appropriate range of
incentives for PMC and joins its interest with those of the shareholders for
good relative investment performance.

At all times during the Trustees' deliberations, which occurred during
several Audit Committee meetings and meetings of the Trustees who are not
"interested" persons of the Fund or PMC held over the course of several months,
they were advised by Fund counsel and their own independent counsel. When the
Trustees were presented with the proposed fee arrangements, they requested and
were furnished with substantial information to assist in their evaluation. In
addition, the Trustees commissioned and relied upon independent studies prepared
by Lipper Analytical Securities Corporation ("Lipper") and Morningstar, Inc.
("Morningstar").

After reviewing the information requested from and provided by PMC and the
reports of Lipper and Morningstar as described above, the Trustees concluded
that the present fee rate

9
<PAGE>

for services provided under the Existing Contract which had not changed since
the inception of the Fund in 1968, was out of date and inappropriately low under
present conditions. The Trustees also concluded that the current fee does not
reflect the existing competitive situation within the comparable group of growth
funds with which it competes. As a result, and taking into consideration the
information reviewed above and requirements for excellence in investment
management and research and other talent and technology and other systems under
the existing competitive conditions, it was concluded that the current fee
schedule over time would not provide appropriate resources to maintain and
attract investment management and research and other talent and provide
technology and other systems necessary to keep the Fund operating at the level
of service and performance currently provided to shareholders or make it
possible to improve the service and investment performance for the benefit of
shareholders in the future. The Trustees and PMC believe that the fee increase
would provide the necessary resources to accomplish these objectives. The
Trustees also considered that the proposed fee is consistent with the management
fees paid by competing funds with investment objectives of capital appreciation.

The Trustees determined that the Index was appropriate based upon a number
of factors, including the fact that the Index is broad-based and is composed of
funds with similar investment objectives and policies to those of the Fund. It
was anticipated that any divergence between the Fund's performance and that of
the Index could be attributed to PMC's skill in selecting securities within the
parameters established by the Fund's objectives and policies. Because of the
possible future development of an even more appropriate index for measuring the
Fund's performance, the Trustees believed it advisable to reserve the ability to
substitute a successor index for the Index; provided, in such event, the
calculation of the performance adjustment for any portion of the performance
period prior to the adoption of the successor index would still be based upon
the Fund's performance compared to the Index. In addition, because of the
possible future identification of a more appropriate class of Fund shares for
comparison with the Index, the Trustees believed it advisable to reserve the
ability to substitute the class of Fund shares designated for the performance
comparison with the Index; provided, in such event, the calculation of the
performance adjustment for any portion of the performance period prior to the
designation of a successor class would still be based upon the performance of
the previously designated class of Fund shares.

The time periods to be used in determining any performance adjustment were
also judged to be of appropriate length to ensure proper correlation and to
prevent fee adjustments from being based upon random or insignificant
differences between the Fund and the Index. In this regard, the Trustees
concluded that it would be appropriate for the Basic Fee rate to remain
unadjusted for 12 months before implementation of the performance adjustment,
and that once implemented, the performance adjustment should reflect only the
Fund's performance subsequent to the Effective Date. Moreover, the Trustees
believed that upon reaching the thirty-sixth month, the performance period would
be fully implemented, and that the performance adjustment should thereafter be
based upon a thirty-six-month rolling performance period.

Based upon all of the above considerations, the Trustees determined that
the proposed Basic Fee with its performance adjustment would be fair and
reasonable and that its adoption will make it more likely that the objectives of
continued levels of good service and investment performance currently and in the
future will be achieved.

10
<PAGE>

Trustees' Recommendation

Based on its evaluation of the materials presented and assisted by the
advice of independent counsel, the Trustees who were present at the meeting on
January 8, 1998, including all of the Trustees who are not "interested persons"
of the Fund or PMC, unanimously concluded that the Proposed Contract was
sufficient to provide the resources necessary for the objectives described above
and was fair and reasonable and in the best interests of the Fund's shareholders
and by a vote cast at the meeting, approved and voted to recommend to the
shareholders of the Fund that they approve, the Proposal to terminate the
Existing Contract and to adopt the Proposed Contract.

Required Vote

Adoption of Proposal 1 requires the approval of a majority of the
outstanding voting securities of the Fund, which under the 1940 Act, is defined
to mean the affirmative vote of the lesser of (i) 67% or more of the shares of
the Fund represented at the Meeting, if at least 50% of all outstanding shares
of the Fund are represented at the Meeting, or (ii) 50% or more of the
outstanding shares of the Fund entitled to vote at the Meeting (a "1940 Act
Majority Vote").

If Proposal 1 is not approved by the shareholders of the Fund, the Existing
Contract will continue in effect.

FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES RECOMMEND THAT THE
SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THE APPROVAL OF THE PROPOSED
CONTRACT.

PROPOSAL 2.

ELECTION OF BOARD OF TRUSTEES

The persons named on the accompanying proxy card intend to vote at the
Meeting (unless otherwise directed) FOR the election of the nine (9) nominees
named below as Trustees of the Fund. All of the nominees currently serve as
Trustees.

Each Trustee will be elected to hold office until the next meeting of
shareholders or until his or her successor is elected and qualified. Each
nominee has consented to being named herein and indicated his or her willingness
to serve if elected. If any such nominee should be unable to serve, an event not
now anticipated, the persons named as proxies may vote for such other person as
shall be designated by the Board of Trustees.

The following table sets forth each nominee's position(s) with the Fund,
age, address, principal occupation or employment during the past five years and
directorships, and indicates the year during which he or she first became a
Trustee of the Fund. The table also shows the number of shares of beneficial
interest of the Fund beneficially owned by each nominee, directly or indirectly,
on March 2, 1998.

11
<PAGE>

<TABLE>
<CAPTION>
Shares of Beneficial
Interest of the Fund
Name, Age, Beneficially Owned
Position(s) with Principal Occupation First and Percentage of Total
the Fund or Employment Became a Shares Outstanding on
and Address and Trusteeships(1) Trustee March 2, 1998(2)
- ----------------------- ---------------------------------- ---------- ------------------------
<S> <C> <C> <C>
John F. Cogan, Jr.* President, Chief Executive 1993 3,944.936
(71) Officer and a Director of The 0.007%
Chairman of the Board Pioneer Group, Inc. ("PGI");
President and Trustee Chairman and a Director of
60 State Street Pioneering Management
Boston, MA 02109 Corporation ("PMC") and
Pioneer Funds Distributor, Inc.
("PFD"); Director of Pioneering
Services Corporation ("PSC"),
Pioneer Capital Corporation
("PCC"), Pioneer Real Estate
Advisors, Inc. ("PREA"), Pioneer
Forest, Inc., Pioneer Explorer,
Inc., Pioneer Management
(Ireland) Ltd. ("PMIL") and
Closed Joint Stock Company
"Forest-Starma"; President and
Director of Pioneer Metals and
Technology, Inc. ("PMT"),
Pioneer International Corp.
("PIntl"), Pioneer First Russia,
Inc. ("First Russia") and Pioneer
Omega, Inc. ("Omega");
Chairman of the Board and
Director of Pioneer Goldfields
Limited ("PGL") and Teberebie
Goldfields Limited; Chairman of
the Supervisory Board of
Pioneer Fonds Marketing, GmbH
("Pioneer GmbH"), Pioneer First
Polish Trust Fund Joint Stock
Company, S.A. ("PFPT") and
Pioneer Czech Investment
Company, A.S. ("Pioneer
Czech"); Chairman, President
and Trustee of all of the Pioneer
mutual funds; Director of
Pioneer Global Equity Fund Plc,
Pioneer Global Bond Fund Plc,
Pioneer DM Cashfonds Plc,
Pioneer European Equity Fund
Plc, Pioneer Central & Eastern
Europe Fund Plc and Pioneer
US Real Estate Fund Plc; and
Partner, Hale and Dorr LLP
(counsel to PGI and the Fund).
</TABLE>

12
<PAGE>

Richard H. Egdahl, M.D. Professor of Management, 1993 0
(71) Boston University School of
Trustee Management; Professor of
Boston University Public Health, Boston
Health Policy Institute University School of Public
55 Bay State Road Health; Professor of Surgery,
Boston, MA 02115 Boston University School of
Medicine; Director, Boston
University Health Policy
Institute and Boston Medical
Center; Executive Vice
President and Vice Chairman
of the Board, University
Hospital; Academic Vice
President for Health Affairs,
Boston University; Director,
Essex Investment Management
Company, Inc. (investment
adviser), Health Payment
Review, Inc. (health care
containment software firm),
</TABLE>

13
<PAGE>

John W. Kendrick Professor Emeritus, George 1993 692.526
(80) Washington University; 0.001%
Trustee Director, American Productivity
636 Waterway Dr., and Quality Center; Adjunct
Falls Church, VA 22044 Scholar, American Enterprise
Institute; Economic Consultant;
and Trustee of all of the
Pioneer mutual funds, except
Pioneer Variable Contracts
Trust.

Marguerite A. Piret President, Newbury, Piret & 1993 334.264
(49) Company,Inc. (merchant 0.001%
Trustee banking firm); Trustee of
One Boston Place Boston Medical Center;
Suite 2635 Member of the Board of
Boston, MA 02108 Governors of the Investment
Company Institute ("ICI"); and
Trustee of all of the Pioneer
mutual funds.
</TABLE>

14
<PAGE>

Stephen K. West Of Counsel to Sullivan & 1993 542.594
(69) Cromwell (law firm); Trustee, 0.001%
Trustee The Winthrop Focus Funds
125 Broad Street (mutual funds); and Trustee of
New York, NY 10004 all of the Pioneer mutual
funds.

John Winthrop President, John Winthrop & 1993 1054.333
(61) Co., Inc. (private investment 0.002%
Trustee firm); Director of NUI Corp.
One North Adgers Wharf (energy sales, services and
Charleston, SC 29401 istribution); Trustee of Alliance
Capital Reserves, Alliance
Government Reserves and
Alliance Tax Exempt Reserves;
and Trustee of all of the
Pioneer mutual funds, except
Pioneer Variable Contracts
Trust.
</TABLE>

- ------------
* Messrs. Cogan and Tripple are "interested persons" of the Fund and PMC
within the meaning of Section 2(a)(19) of the 1940 Act.

(1) Each nominee also serves as a trustee for each of the open-end investment
companies (mutual funds) in the Pioneer family of mutual funds, for
Pioneer Interest Shares, a closed-end investment company, and for each of
the ten portfolios of the Pioneer Variable Contracts Trust (except Messrs.
Kendrick and Winthrop and Mmes. Graham and Bush, who do not serve as
Trustees for Pioneer Variable Contracts Trust). Except for Ms. Bush, each
Trustee was elected by the shareholders of the Fund in 1993. Ms. Bush was
elected by the other Trustees in 1997.
(2) As of March 2, 1998, the Trustees and officers of the Fund beneficially
owned, directly or indirectly, in the aggregate less than 1% of the Fund's
outstanding shares.

15
<PAGE>

Ms. Piret, Mr. West and Mr. Winthrop serve on the Audit Committee of the
Board of Trustees. The functions of the Audit Committee include recommending
independent auditors to the Trustees, monitoring the independent auditors'
performance, reviewing the results of audits and responding to certain other
matters deemed appropriate by the Trustees. Ms. Graham, Ms. Piret and Mr.
Winthrop also serve on the Nominating Committee of the Board of Trustees. The
primary responsibility of the Nominating Committee is the selection and
nomination of candidates to serve as independent trustees. The Nominating
Committee will also consider nominees recommended by shareholders to serve as
Trustees provided that shareholders submitting such recommendations comply with
all relevant provisions of Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

During the fiscal year ended December 31, 1997, the Board of Trustees held
twelve meetings, the Audit Committee held eleven meetings and the Nominating
Committee held one meeting. All of the current Trustees and Committee Members
then serving attended at least 75% of the meetings of the Board of Trustees or
applicable committee, if any, held during the fiscal year ended December 31,
1997.

Other Executive Officers

In addition to Messrs. Cogan and Tripple, who serve as executive officers
of the Fund, the following table provides information with respect to the other
executive officers of the Fund. Each executive officer is elected by the Board
of Trustees and serves until his successor is chosen and qualified or until his
resignation or removal by the Board. The business address of all officers of the
Fund is 60 State Street, Boston, Massachusetts 02109.

<TABLE>
<CAPTION>
Name, Age and Position with the Fund Principal Occupations(s)
- -------------------------------------- -------------------------------------------------------
<S> <C>
William H. Keough, 60, Treasurer Senior Vice President, Chief Financial Officer and
Treasurer of PGI; Treasurer of PFD, PMC, PSC, PCC,
Pioneer SBIC, PIntl, PMT, PGL, First Russia, Omega and
each fund in the Pioneer family of mutual funds.

Joseph P. Barri, 51, Secretary Secretary of PGI, PMC, PCC, PIntl, PMT, First Russia,
Omega and PCC and each fund in the Pioneer family of
mutual funds; Clerk of PFD and PSC and Partner, Hale
and Dorr LLP (Counsel to the Fund).
</TABLE>

Remuneration of Trustees and Officers

The following table provides information regarding the compensation paid by
the Fund and the other investment companies in the Pioneer family of mutual
funds to the Trustees for their services as indicated below. Compensation paid
by the Fund to Messrs. Cogan and Tripple, interested persons of PMC, is
reimbursed to the Fund by PMC. The Fund pays no salary or other compensation to
its officers.

16
<PAGE>

<TABLE>
<CAPTION>
Total Compensation
from the
Fund and Other
Aggregate Funds in the
Compensation Pioneer Family
Trustee from the Fund+ of Mutual Funds++
- --------------------------------- ---------------- -------------------
<S> <C> <C>
John F. Cogan, Jr. .............. $ 500* $ 12,000*
Mary K. Bush** .................. 1,136 30,000
Richard H. Egdahl, M.D. ......... 2,212 62,000
Margaret B.W. Graham ............ 2,212 60,000
John W. Kendrick ................ 2,052 55,800
Marguerite A. Piret ............. 2,726 80,000
David D. Tripple ................ 500* 12,000*
Stephen K. West ................. 2,242 63,800
John Winthrop ................... 2,516 69,000
Totals ......................... $16,096 $444,600
</TABLE>
- ------------
* PMC fully reimbursed the Fund and the other funds in the Pioneer family of
mutual funds for compensation paid to Messrs. Cogan and Tripple.
** Ms. Bush was first elected as a Trustee in June, 1997.
+ For the fiscal year ended December 31, 1997.
++ For the calendar year ended December 31, 1997.

Investment Adviser

PMC, whose executive offices are located at 60 State Street, Boston,
Massachusetts 02109, serves as investment adviser to the Fund. For additional
information concerning the ownership of PMC, see the Appendix.

Required Vote

In accordance with the Fund's Agreement and Declaration of Trust, the vote
of a plurality of all of the shares of the Fund voted at the Meeting is
sufficient to elect the nominees.

PROPOSALS 3(a) THROUGH 3(j)

ELIMINATION, AMENDMENT OR ADDITION OF
VARIOUS INVESTMENT RESTRICTIONS

GENERAL

The Trustees of the Fund recommend that shareholders approve the
elimination, amendment or addition of several of the Fund's investment
restrictions, as described in detail below. All of the current restrictions
proposed to be eliminated or amended are set forth in the Fund's Statement of
Additional Information.

Each Proposal requires the separate approval of the shareholders of the
Fund. Each of these restrictions is a fundamental investment policy that may
only be changed by an affirmative 1940 Act Majority Vote. See "Required Vote"
below.

17
<PAGE>

3(a). Amendment of Fundamental Investment Restriction Regarding Underwriting

The Fund's current fundamental investment restriction regarding
underwriting states that the Fund may not:

act as a securities underwriter

If amended as proposed, the restriction would provide that the Fund may
not:

act as an underwriter, except as it may be deemed to be an underwriter
in a sale of restricted securities held in its portfolio.

The 1940 Act requires that a fund state a formal fundamental policy
regarding underwriting. The amendment is being proposed to clarify that the sale
by the Fund of portfolio securities restricted as to transfer by the federal
securities laws will not be subject to this restriction to the extent such a
sale may be deemed to be underwriting activity. PMC believes it is advantageous
for a fund with investment policies such as the Fund's to have the flexibility
to invest in restricted securities. The proposed amendment would eliminate any
doubt created by the current underwriting restriction as to the Fund's ability
to dispose of any restricted securities it may acquire.

3(b). Amendment of Fundamental Investment Restriction Regarding Commodities

The Fund's existing fundamental investment restriction regarding
commodities states that the Fund may not:

invest in real estate, commodities or commodity contracts.

If amended as proposed, the restriction would provide that the Fund may
not:

invest in real estate, commodities or commodity contracts, except that
the Fund may invest in financial futures contracts and related options and
in any other financial instruments which may be deemed to be commodities or
commodity contracts in which the Fund is not prohibited from investing by
the Commodity Exchange Act and the rules and regulations thereunder.

The 1940 Act requires that a fund state a formal fundamental investment
policy regarding investment in commodities. Any financial futures contract or
related option is considered to be a commodity. Other types of financial
instruments such as forward commitments and swaps might also be deemed to be
commodities. The amendment is being proposed to enable the Fund to invest in
financial futures contracts and related options for hedging and other purposes
permitted under the rules and regulations of the Commodity Futures Trading
Commission from time to time in effect and to clarify that certain practices in
which the Fund engages (such as forward foreign currency contracts) or might in
the future engage (such as swaps) are not subject to this restriction.

A financial futures contract is a contract to buy or sell units of a
particular securities index or foreign currency at an agreed price on a
specified future date. Depending on the change in value of the index or currency
between the time when a fund enters into and terminates a financial futures
transaction, the fund realizes a gain or loss. Financial futures

18
<PAGE>

and options on financial futures are typically used for hedging purposes and
involve certain risks, including imperfect correlations between movements in the
prices of financial futures and options and movements in the price of the
underlying securities index or currency or the portfolio securities that are the
subject of a hedge, potentially illiquid secondary markets at certain times and
inability of the adviser to correctly predict market or currency movements. The
Fund does not currently intend to engage in financial futures and related
options transactions or any other investment practice not currently described in
its Prospectus in the coming year. In the event that the Trustees decide in the
future it is desirable for the Fund to engage in any such practices, the Fund's
Prospectus will be revised accordingly, including the addition of appropriate
risk disclosure.

3(c). Elimination of Fundamental Investment Restriction Regarding "Unseasoned"
Issuers

The Fund's existing fundamental investment restriction regarding securities
of "unseasoned" issuers states that the Fund may not:

purchase securities of any company with a record of less than three
years continuous operation (including that of predecessors) if such purchase
would cause the Fund's investments in such companies taken at cost to exceed
5% of the value of the Fund's assets, except holding companies or companies
formed by merger, where the operating companies have had at least three
years of continuous operation.

The 1940 Act does not impose any limitation upon investment in securities
of issuers with a limited operating history. This policy originally was adopted
in accordance with state blue sky requirements that are no longer applicable.
The change is being proposed to permit the Fund to invest in such securities to
the extent that PMC believes that such investment would be beneficial to the
Fund and would not involve undue risk. In general, PMC believes that it would be
advantageous for the Fund to have the flexibility to invest in recently formed
companies. Although the Fund will not formally adopt a percentage limitation on
such investments, it is not expected that PMC will invest more than 5% of the
Fund's total assets in such securities.

3(d). Elimination of Fundamental Investment Restriction Regarding Affiliates of
Affiliates

The Fund's existing fundamental investment restriction regarding securities
of affiliates of affiliates of the Fund states that the Fund may not:

purchase or retain the securities of any issuer if the officers and
trustees of the Fund or of its Investment Adviser who own individually or
beneficially more than 1/2 of 1% of the securities of such issuer together
own more than 5% of the securities of such issuer.

The 1940 Act does not impose any limitation upon investment in the
securities of affiliates of affiliates. This policy originally was adopted in
accordance with state blue sky requirements that are no longer applicable. The
change is being proposed to give the Fund

19
<PAGE>

the flexibility to invest in such securities to the extent that PMC believes
that such investment would be beneficial to the Fund and would not involve undue
risk. In general, PMC believes that it would be advantageous for the Fund to
have the flexibility to invest in the securities of affiliates of affiliates.

3(e). Elimination of Fundamental Investment Restriction Regarding Investment
Companies

The Fund's existing fundamental investment restriction regarding investment
companies states that the Fund may not:

purchase the securities of any other investment company, except that it
may make such a purchase as a part of a merger, consolidation or acquisition
of assets.

This change is being proposed to provide the Fund with additional
investment flexibility. The change would permit investment in other mutual funds
and other investment vehicles that would be attractive investments for the Fund
but may technically be (or be deemed to be) investment companies (as defined in
the 1940 Act) and therefore prohibited by the Fund's investment restriction.
Even though securities of such issuers may involve the duplication of some fees
and expenses, PMC believes that they can provide attractive investment
opportunities that, except for the restriction stated above, would be consistent
with the Fund's investment objectives and policies. PMC does not currently
expect to significantly invest the Fund's assets in such vehicles but would like
the flexibility to do so to the extent permitted by the 1940 Act, should
appropriate opportunities arise.

3(f). Amendment of Fundamental Investment Restriction Regarding Loans

The Fund's existing fundamental investment restriction regarding making
loans states that the Fund may not:

make loans of its assets, except that the fund may purchase a portion of
an issue of bonds or other obligations of types commonly distributed
publicly to financial institutions, may purchase repurchase agreements in
accordance with its investment objectives, policies and restrictions, and
may make both short-term (nine months or less) and long-term loans of its
portfolio securities to the extent of 40% of the value of the Fund's total
assets computed at the time of making such loans.

If amended as proposed, the restriction would provide that the Fund may
not:

make loans, except by purchase of debt obligations in which the Fund may
invest consistent with its investment policies, by entering into repurchase
agreements or through the lending of portfolio securities, in each case only
to the extent permitted by the Prospectus and this Statement of Additional
Information.

The 1940 Act requires that a Fund state a fundamental investment policy
regarding making loans. This amendment is being proposed to provide future
flexibility to adjust the Fund's debt security investment, repurchase agreement
and securities lending practices without the need to further revise the
restriction.

20
<PAGE>

3(g). Amendment of Fundamental Investment Restriction Regarding Borrowing

The Fund's existing fundamental investment restriction regarding borrowing
states that the Fund may not:

borrow money, except for temporary or emergency purposes in an amount up
to 5% of the value of the Fund's assets.

If amended as proposed, the restriction will provide that the Fund may not:

borrow money, except from banks as a temporary measure to facilitate the
meeting of redemption requests or for extraordinary or emergency purposes
and except pursuant to reverse repurchase agreements or dollar rolls, in all
cases in amounts not exceeding 10% of the Fund's total assets (including the
amount borrowed) taken at market value.

The 1940 Act requires that a fund state a fundamental policy regarding
borrowing. The amendment is being proposed (1) to clarify that the Fund may
borrow from banks both for extraordinary or emergency purposes and to meet
redemptions and (2) to give the Fund the future ability to engage in reverse
repurchase agreements and dollar rolls without the need for shareholder
approval. The Fund will not purchase securities while outstanding borrowings
exceed 5% of the Fund's total assets.

Reverse repurchase agreements involve sales by a fund of portfolio assets
concurrently with an agreement by the fund to repurchase the same assets at a
later date at a fixed price. During the reverse repurchase agreement period, the
fund continues to receive principal and interest on these securities and also
has the opportunity to earn a return on the collateral furnished by the
counterparty to secure its obligation to redeliver the securities. Dollar rolls
are transactions in which a fund sells securities for delivery in the current
month and simultaneously contracts to repurchase similar securities on a
specified future date. During the roll period, the fund forgoes principal and
interest paid on the securities. The fund is compensated by the difference
between the current sales price and the forward price for the future purchase
(often referred to as the "drop") as well as by the interest earned on the cash
proceeds of the initial sale.

In regard to the permitted uses of bank borrowings, clarification is
necessary because the current restriction is not explicit with respect to the
Fund's ability to borrow to meet redemptions. In regard to reverse repurchase
agreements and dollar rolls, the Fund does not currently engage or intend to
engage in either of these investment practices in the coming year. However,
because these common practices may be deemed to constitute borrowings, the
Trustees believe it is best to create the flexibility to introduce such
practices at some future time without the need for shareholder approval if this
becomes desirable. In such event, the Prospectus and Statement of Additional
Information would be amended accordingly, including the addition of appropriate
risk disclosure.

3(h). Addition of Fundamental Investment Restriction Regarding "Senior
Securities"

The Trustees propose adopting a fundamental investment restriction
regarding the issuance of "senior securities" such that the Fund may not:

21
<PAGE>

issue senior securities, except as permitted by the Fund's borrowing,
lending and commodity restrictions, and for purposes of this restriction,
the issuance of shares of beneficial interest in multiple classes or series,
the purchase or sale of options, futures contracts, options on futures
contracts, forward commitments ("when issued" and "delayed delivery"
securities), forward foreign currency exchange contracts, repurchase
agreements, fully covered reverse repurchase agreements, dollar rolls, swaps
and any other financial transaction entered into pursuant to the Fund's
investment policies as described in the Prospectus and this Statement of
Additional Information and in accordance with applicable SEC pronouncements,
as well as the pledge, mortgage or hypothecation of the Fund's assets within
the meaning of the Fund's fundamental investment restriction regarding
pledging, are not deemed to be senior securities.

The 1940 Act requires that a fund state a fundamental policy regarding the
issuance of "senior securities," which are any securities having preferential
rights compared to the Fund's shares of beneficial interest. The above
restriction is being proposed for the purpose of complying with this technical
requirement and to clarify that the issuance of multiple classes or series of
shares by the Fund would be permitted and that the investments specified therein
are not considered to be senior securities.

Except for forward commitments, forward foreign currency exchange contracts
and repurchase agreements in which the Fund already engages, the Fund has no
current intention of engaging in the other listed investment practices in the
coming year. However, the Trustees believe it is appropriate to provide
clarification at this time that such practices (and other unspecified investment
practices) are not covered by the restriction in case it becomes desirable to
engage in one or more of these practices at some future time. In the event that
a new practice is implemented, the Prospectus and Statement of Additional
Information will be revised accordingly, including the addition of appropriate
risk disclosure.

3(i). Elimination of Fundamental Investment Restriction Regarding Joint
Transactions

The Fund's existing fundamental investment restriction regarding joint
transactions states that the Fund may not:

participate on a joint or joint-and-several basis in any securities
trading account.

Section 17(d) of the 1940 Act and Rule 17d-1 thereunder proscribe an
investment company from engaging in joint transactions in securities unless an
order of exemption is obtained from the Commission. However, there is no
requirement that these statutory and regulatory provisions be stated by a fund
as a fundamental investment policy. To the contrary, it is common industry
practice not to state such a policy. The change is being proposed to conform to
such practice.

In addition, the current restriction does not clearly provide that the Fund
under Rule 17d-1 is permitted to engage in joint transactions subject to the
terms of any exemptive order granted by the Commission. The Fund has not
obtained such an order and does

22
<PAGE>

not have any current intention to do so. However, such orders, permitting funds
within a particular complex to engage in joint repurchase agreements and certain
other joint short-term investments, are common. At times, there may be certain
advantages in engaging in such joint transactions. Accordingly, it is possible
that at some future time, the Fund would seek such an order. The change is also
being proposed to eliminate any ambiguity that the restriction imposes stricter
requirements on the Fund in this regard than provided for in the 1940 Act and
the Rules thereunder.

3(j). Elimination of Fundamental Investment Restriction Regarding Transactions
with Affiliates

The Fund's existing fundamental investment restriction regarding
transactions with affiliates states that the Fund may not:

enter into transactions with officers, trustees or other affiliated
persons of the Fund or its Investment Adviser or Underwriter, or any
organization affiliated with such persons, except securities transactions on
an agency basis at standard commission rates, as limited by the provisions
of the Investment Company Act of 1940, as amended.

Section 17(a) of the 1940 Act generally proscribes transactions between an
investment company and its affiliates unless an order of exemption is obtained
from the Commission. The Rules under Section 17(a) also provide for a number of
exceptions to this requirement if certain conditions are met. There is no
requirement that these statutory and regulatory provisions be stated by a fund
as a fundamental investment policy. To the contrary, it is common industry
practice not to state such a policy. The change is being proposed to conform to
such practice.

In addition, the current restriction does not clearly provide that the Fund
may, pursuant to an exemptive order and/or the provisions of several of the
Rules under Section 17(a), engage in transactions with affiliates beyond the
scope of the restriction. The change is also being proposed to eliminate any
ambiguity that the restriction imposes stricter requirements on the Fund in this
regard than provided for in the 1940 Act and the Rules thereunder.

Trustees' Recommendations

At a meeting of the Trustees held on January 8, 1998, the Trustees present
unanimously approved, and voted to recommend to the shareholders of the Fund
that they approve the proposed elimination or amendment of certain of the Fund's
investment restrictions. In taking such action and making such recommendations,
the Trustees considered the fact that the proposed changes will provide
clarification relating to certain investment restrictions and flexibility to
adjust to changing regulations and markets and new investment techniques without
continually incurring the significant expense involved in soliciting proxies and
holding shareholder meetings. The Trustees believe that this increased clarity
and flexibility will be beneficial to present shareholders as well as potential
investors.

23
<PAGE>

Except as described in this Proxy Statement, approval of the proposed
changes to the investment restrictions will not result in changes in the
Trustees, officers, investment programs and services or any operations that are
described in the Fund's current Prospectus and Statement of Additional
Information.

Required Vote

Adoption of each of Proposals 3(a) through 3(j) requires the affirmative
1940 Act Majority Vote of the Fund.

If all or some of the Proposals are not approved by the shareholders of the
Fund, the Fund will continue to adhere to the current investment restriction(s)
as to which no change has been approved.

FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES RECOMMEND THAT THE
SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THE APPROVAL OF THE PROPOSALS TO
ELIMINATE, AMEND OR ADD CERTAIN INVESTMENT RESTRICTIONS.

PROPOSAL 4

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The firm of Arthur Andersen LLP has served as the Fund's independent public
accountant since the Fund's 1994 fiscal year. Audit services during the fiscal
year ended December 31, 1997, consisted of examinations of the Fund's financial
statements for this period and reviews of the Fund's filings with the
Commission.

The Board of Trustees, including a majority of the Trustees who are not
"interested persons" of the Fund or PMC, has selected Arthur Andersen LLP as the
Fund's independent public accountants for the fiscal year ending December 31,
1998, subject to shareholder ratification at the Meeting. A representative of
Arthur Andersen LLP is expected to be available at the Meeting to make a
statement if he or she desires to do so and to respond to appropriate questions.
Arthur Andersen LLP has advised the Fund that it has no direct or indirect
financial interest in the Fund.

Required Vote

The ratification of the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the fiscal year ending December 31, 1998,
requires the affirmative vote of a majority of the shares of the Fund, present
in person or by proxy and entitled to vote at the Meeting.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF
THE RATIFICATION OF ARTHUR ANDERSEN LLP AS THE FUND'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.

OTHER MATTERS

Shareholder Proposals

The Fund is not required to hold annual meetings of shareholders and does
not currently intend to hold such a meeting of shareholders in 1999.

24
<PAGE>

Shares Held in Retirement Plans

PGI, as trustee or custodian of certain retirement plans, is permitted to
vote any shares held in such plans and will do so if necessary to obtain a
quorum.

Proxies, Quorum and Voting at the Meeting

Any person giving a proxy has the power to revoke it at any time prior to
its exercise by executing a superseding proxy or by submitting a notice of
revocation to the Secretary of the Fund. In addition, although mere attendance
at the Meeting will not revoke a proxy, a shareholder present at the Meeting may
withdraw his or her proxy and vote in person. All properly executed and
unrevoked proxies received in time for the Meeting will be voted in accordance
with the instructions contained in the proxies. If no instruction is given, the
persons named as proxies will vote the shares represented thereby in favor of
the Proposals described above and will use their best judgment in connection
with the transaction of such other business as may properly come before the
Meeting or any adjournment thereof.

A majority of the shares entitled to vote--present in person or represented
by proxy--constitutes a quorum for the transaction of business with respect to
any proposal (unless otherwise noted in the Proxy Statement). In the event that
at the time any session of the Meeting is called to order a quorum is not
present in person or by proxy, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but sufficient votes in favor of any of the
Proposals, including the election of the nominees to the Board of Trustees, have
not been received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies with
respect to such Proposal. Any such adjournment will require the affirmative vote
of more than one half of the shares of the Fund present in person or by proxy at
the session of the Meeting to be adjourned. The persons named as proxies will
vote those proxies which they are entitled to vote in favor of any such Proposal
in favor of such an adjournment and will vote those proxies required to be voted
against any such Proposal against any such adjournment. A shareholder vote may
be taken on one or more of the Proposals in the proxy statement prior to such
adjournment if sufficient votes for its approval have been received and it is
otherwise appropriate. Such vote will be considered final regardless of whether
the Meeting is adjourned to permit additional solicitation with respect to any
other Proposal.

Shares of the Fund represented at the Meeting (including, shares which
abstain or do not vote with respect to one or more of the Proposals) will be
counted for purposes of determining whether a quorum is present at the Meeting.
Abstentions will be treated as shares that are present and entitled to vote for
purposes of determining the number of shares that are present and entitled to
vote with respect to any particular Proposal, but will not be counted as a vote
in favor of such Proposal. Accordingly, an abstention from voting on a Proposal
has the same legal effect as a vote against the Proposal.

Adoption by the shareholders of any of Proposals 1 and 3(a) through (j)
require the affirmative vote of the lesser of (i) 67% or more of the voting
securities of the Fund present

25
<PAGE>

at the Meeting, if the holders of more than 50% of the shares of the Fund are
present or represented by proxy at the Meeting, or (ii) 50% or more of the
outstanding shares of the Fund. If a broker or nominee holding shares in "street
name" indicates on the proxy that it does not have discretionary authority to
vote as to any Proposal, those shares will not be considered as present and
entitled to vote as to that Proposal. Accordingly, a "broker non-vote" has no
effect on the voting in determining whether a Proposal has been adopted pursuant
to item (i) above, provided that the holders of more than 50% of the outstanding
shares (excluding the "broker non-votes") of the Fund are present or represented
by proxy. However, with respect to determining whether a Proposal has been
adopted pursuant to item (ii) above, because shares represented by a "broker
non-vote" are considered outstanding shares, a "broker non-vote" has the same
legal effect as a vote against such Proposal.

Other Business

While the Meeting has been called to transact any business that may
properly come before it, the only matters that the Trustees intend to present
are those matters stated in the attached Notice of Special Meeting of
Shareholders. However, if any additional matters properly come before the
Meeting, and on all matters incidental to the conduct of the Meeting, it is the
intention of the persons named in the enclosed proxy to vote the proxy in
accordance with their judgment on such matters unless instructed to the
contrary.

Methods of Solicitation and Expenses

The cost of preparing, assembling and mailing this Proxy Statement and the
attached Notice of Special Meeting of Shareholders and the accompanying proxy
card will be borne by PMC. In addition to soliciting proxies by mail, PMC may,
at PMC's expense, have one or more Fund officers, representatives or compensated
third-party agents, including PMC, PSC and PFD, aid in the solicitation of
proxies by personal interview or telephone and telegraph and may request
brokerage houses and other custodians, nominees and fiduciaries to forward proxy
soliciting material to the beneficial owners of the shares held of record by
such persons.

The Fund may also arrange to have votes recorded by telephone. The
telephone voting procedure is designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance with
their instructions and to confirm that their instructions have been properly
recorded. The Fund has been advised by counsel that these procedures are
consistent with the requirements of applicable law. If these procedures were
subject to a successful legal challenge, such votes would not be counted at the
Meeting. The Fund is unaware of any such challenge at this time. Shareholders
would be called at the phone number PSC has in its records for their accounts,
and would be asked for their Social Security number or other identifying
information. The shareholders would then be given an opportunity to authorize
proxies to vote their shares at the Meeting in accordance with their
instructions. To ensure that the shareholders' instructions have been recorded
correctly, they will also receive a confirmation of their instructions in the
mail. A special toll-free number will be available in case the information
contained in the confirmation is incorrect.

26
<PAGE>

Persons holding shares as nominees will be reimbursed by PMC, upon request,
for the reasonable expenses of mailing soliciting materials to the principals of
the accounts.

March 12, 1998

27
<PAGE>

APPENDIX

Additional Information Pertaining to PMC

Directors. Information regarding the affiliations of Mr. Cogan, Chairman
of PMC, and Mr. Tripple, a Director of PMC, is contained in Proposal 2 of this
Proxy Statement. The following table provides information with respect to the
other Director of PMC:

<TABLE>
<CAPTION>
Name, Age and Address Principal Occupation(s)
- ----------------------- -------------------------------------------------------------------
<S> <C>
Robert L. Butler, 57 Executive Vice President and a Director of PGI; President and
60 State Street a Director of PFD; Director of PSC, PIC, PMIL, and PIntl.; Vice
Boston, MA 02109 Chairman of Pioneer GmbH; Director of Pioneer Global Equity Fund
Plc, Pioneer Global Bond Fund Plc, Pioneer DM Cashfonds Plc,
Pioneer European Equity Fund Plc, Pioneer Central & Eastern Europe
Fund Plc and Pioneer US Real Estate Fund Plc; and a Member of the
Supervisory Board of PFPT and Pioneer Czech
</TABLE>

Ownership of PMC. PMC is a wholly-owned subsidiary of PGI. As of December
31, 1997, Mr. Cogan beneficially owned 3,612,901 shares (14.12%) of the
outstanding common stock of PGI. Mr. Cogan's beneficial holdings included
769,136 shares held in trusts with respect to which Mr. Cogan may be deemed to
be a beneficial owner by reason of his interest as a beneficiary and/or position
as a trustee and shares which Mr. Cogan has the right to acquire under
outstanding options within sixty days of December 31, 1997. At such date, Robert
L. Butler and David D. Tripple, PMC's other directors, each owned beneficially
less than 2% of the outstanding common stock of PGI. As of December 31, 1997,
officers and directors of PMC and Trustees and officers of the Fund beneficially
owned an aggregate of 4,527,749 shares of common stock of PGI, approximately
17.41% of the outstanding common stock of PGI. During PGI's fiscal year ended
December 31, 1997, there were no transactions in PGI common stock by any
officer, Director or Trustee of the Fund, or nominee for election as Director or
Trustee of the Fund, PMC and/or PFD in an amount equal to or exceeding 1% of the
outstanding common stock of PGI.

Services Provided to the Fund by Affiliates of PMC. PSC serves as the
Fund's transfer agent and shareholder servicing agent. Under the terms of its
contract with the Fund, PSC's duties include: (i) processing sales, redemptions
and exchanges of shares of the Fund; (ii) distributing dividends and capital
gains to shareholder accounts; and (iii) maintaining certain account records and
responding to routine shareholder inquires. For the fiscal year ended December
31, 1997, the Fund paid PSC approximately $991,150 in fees for these services.

PFD, an indirect wholly owned subsidiary of PGI, serves as the Fund's
principal underwriter. For the fiscal year ended December 31, 1997, the Fund
paid PFD approximately $1,018,801 in distribution fees pursuant to the Fund's
Class A Distribution Plan, $804,344 in distribution fees pursuant to the Fund's
Class B Distribution Plan and $126,321 in distribution fees pursuant to the
Fund's Class C Distribution Plan. Such fees were paid to PFD in reimbursement of
expenses related to servicing of shareholder accounts and compensating
broker/dealers and sales personnel. For the same period, PFD earned underwriting
commissions in connection with its offering of shares of the Fund in the amount

28
<PAGE>

of approximately $4,630,191 of which approximately $4,018,610 was reallowed to
dealers.

Similar Funds Managed by PMC. PMC serves as the investment manager to the
following funds with investment objectives similar to the Fund's objective:

<TABLE>
<CAPTION>
Name of Fund
Annual Management Fee Rate (Net Assets as of 12/31/97)
- ------------------------------------------------------------ --------------------------------
<S> <C>
0.65% of the first $300 million of average net asset; Pioneer Capital Growth
Fund* 0.60% of the next $200 million of average net assets; 2,406,660,959
0.50% of the next $500 million of average net assets;
0.45% of the average net assets exceeding $1 billion

0.625% of average net assets, adjusted by up to plus/minus Pioneer Mid-Cap Fund
.20% to reflect Pioneer Mid-Cap Fund's performance 938,286,204

0.85% of average net assets Pioneer Small Company Fund
509,066,315

1.10% of average net assets Pioneer Micro-Cap Fund
123,952,098

0.65% of average net assets Pioneer Variable Contracts
Trust--Capital Growth Portfolio
105,476,236

0.70% of average net assets Pioneer Variable Contract
Trust--Growth Shares Portfolio
4,646,484
</TABLE>
- ------------
* A proposal has been submitted to the shareholders of Pioneer Capital Growth
Fund to change the annual management fee rate so that the rate will be 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, adjusted by up to
(plus minus).10% to reflect Pioneer Capital Growth Fund's performance.

Portfolio Transactions. All orders for the purchase or sale of portfolio
securities are placed on behalf of the Fund by PMC pursuant to authority
contained in the Current and Proposed Contracts. In selecting brokers or
dealers, PMC considers factors relating to execution on the best overall terms
available, including, but not limited to, the size and type of the transaction;
the nature and character of the markets of the security to be purchased or sold;
the execution efficiency, settlement capability and financial condition of the
dealer; the dealer's execution services rendered on a continuing basis; and the
reasonableness of any dealer spreads.

PMC may select broker-dealers which provide brokerage and/or research
services to the Fund and/or other investment companies or accounts managed by
PMC. Such research services must be lawful and must provide appropriate
assistance to PMC in the performance of its investment decision making
responsibilities and could include advice concerning the value of securities;
the advisability of investing in, purchasing or selling securities; the
availability of securities or the purchasers or sellers of securities;
furnishing

29
<PAGE>

analysis and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and performance of accounts; and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement).

In circumstances where two or more broker-dealers offer comparable prices
and executions, preference may be given to a broker-dealer which has sold shares
of the Fund as well as shares of other investment companies or accounts managed
by PMC. This policy does not imply a commitment to execute all portfolio
transactions through all broker-dealers that sell shares of the Fund. In
addition, if PMC determines in good faith that the amount of commissions charged
by a broker is reasonable in relation to the value of the brokerage and research
services provided by such broker, the Fund may pay commissions to such broker in
an amount greater than the amount another firm may charge. This information
might be useful to PMC in providing services to the Fund as well as to other
investment companies or accounts managed by PMC, although not all of such
research may be useful to the Fund. Conversely, such information provided to PMC
by brokers and dealers through whom other clients of PMC effect securities
transactions might be useful to PMC in providing services to the Fund. The
receipt of such research is not expected to reduce PMC's normal independent
research activities; however, it enables PMC to avoid the additional expense
which might otherwise be incurred if it were to attempt to develop comparable
information through its own staff.

PROXY PROXY

PIONEER GROWTH SHARES

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
To be held April 21, 1998

The undersigned, having received notice of the meeting and management's
proxy statement therefor, and revoking all prior proxies, hereby appoint(s) John
F. Cogan, Jr., David D. Tripple, Robert P. Nault and Joseph P. Barri, and each
of them, attorneys or attorney of the undersigned (with full power of
substitution in them and each of them) for and in the name(s) of the undersigned
to attend the Special Meeting of Shareholders of Pioneer Growth Shares (the
"Fund") to be held on Tuesday, April 21, 1998 at 2:00 p.m. (Boston time) at the
offices of Hale and Dorr LLP, counsel to the Fund, 60 State Street, 26th Floor,
Boston, Massachusetts 02109 (the "Meeting"), and any adjourned session or
sessions thereof, and there to vote and act upon the following matters (as more
fully described in the accompanying Proxy Statement) in respect of all shares of
the Fund which the undersigned will be entitled to vote or act upon, with all
the powers the undersigned would possess if personally present:

(1) To approve a new Management Contract with Pioneering Management Corporation,
the Fund's investment adviser ("PMC"), increasing the rate at which management
fees are payable to PMC:

_ FOR _ AGAINST _ ABSTAIN

(2) To elect Trustees:

The nominees for Trustees are: M.K. Bush, J.F. Cogan, Jr., Dr. R.H.
Edgahl, M.B.W. Graham, J.W. Kendrick, M.A. Piret, D.D. Tripple, S.K.
West and J. Winthrop.

_ FOR electing all the nominees (except as marked above)

To withhold authority to vote for one or more of the nominees, circle
those nominees names above.

_ WITHHOLD authority to vote for all nominees

(3)(a) To approve an amendment to the Fund's fundamental investment restriction
regarding underwriting:

_ FOR _ AGAINST _ ABSTAIN

(3)(b) To approve an amendment to the Fund's fundamental investment restriction
regarding commodities:

_ FOR _ AGAINST _ ABSTAIN

(3)(c) To approve the elimination of the Fund's fundamental investment
restriction regarding "unseasoned" issuers:

_ FOR _ AGAINST _ ABSTAIN

(3)(d) To approve the elimination of the Fund's fundamental investment
restriction regarding affiliates of affiliates:

_ FOR _ AGAINST _ ABSTAIN

(3)(e) To approve the elimination of the Fund's fundamental investment
restriction regarding investment companies:

_ FOR _ AGAINST _ ABSTAIN

(3)(f) To approve an amendment to the Fund's fundamental investment restriction
regarding loans:

_ FOR _ AGAINST _ ABSTAIN

(3)(g) To approve an amendment to the Fund's fundamental investment restriction
regarding borrowing:

_ FOR _ AGAINST _ ABSTAIN

(3)(h) To approve the addition of a new fundamental investment restriction
regarding "senior securities":

_ FOR _ AGAINST _ ABSTAIN

(3)(i) To approve the elimination of the Fund's fundamental investment
restriction regarding joint transactions:

_ FOR _ AGAINST _ ABSTAIN

(3)(j) To approve the elimination of the Fund's fundamental investment
restriction regarding transactions with affiliates:

_ FOR _ AGAINST _ ABSTAIN

(4) To ratify the selection of Arthur Andersen LLP as the Funds' independent
public accountants for the fiscal year ending December 31, 1998:

_ FOR _ AGAINST _ ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL(S).

----------------------------
Signature of Shareholder(s)

----------------------------
Signature of Joint
Shareholder(s) (if any)

Dated: ____________, 1998 In signing, please write name(s)
exactly as appearing hereon. When
signing as attorney, executor,
administrator or other fiduciary,
please give your full title as such.
Joint owners should each sign
personally.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.

logo Dealer Advisory: Important Proxy Information

The Trustees of Pioneer Growth Shares and of Pioneer Growth Trust, which
consists of three funds - Pioneer Capital Growth Fund, Pioneer Equity-Income
Fund and Pioneer Gold Shares - have approved certain changes to the Funds'
operations.

Your clients will soon receive a Proxy Statement and instructions on voting
their shares by mail. The shareowner meetings for both Pioneer Growth Shares and
Pioneer Growth Trust are scheduled for April 21, 1998, in Boston.

The most significant changes are as follows:

Pioneer Growth Shares and Pioneer Capital Growth Fund
Approve for each fund a new management contract with Pioneering Management
Corporation (PMC), including a performance-based management fee. Depending on
the respective Fund's investment performance relative to a selected securities
index, the fee paid by the Fund may be lower or higher than the proposed basic
fee. This basic fee is higher than the management fee currently paid by each of
the Funds to PMC, but is still lower than the median fee charged by the Funds'
competitors.

(left callout)
Pioneer's Trustees have approved changes to Pioneer Growth Shares, Pioneer
Capital Growth Fund, Pioneer Equity-Income Fund and Pioneer Gold Shares

Pioneer Equity-Income Fund
Approve a new management contract with PMC. Depending on the Fund's asset
levels, the proposed fee rate may represent an increase or a decrease in PMC's
current management fee rate stated as a percent of the Fund's average daily net
assets. The rate will still be lower than the median fee charged by the Fund's
competitors.

All Four Funds
Modernize certain investment restrictions to conform to current standards in the
mutual fund industry. The Trustees believe the proposed changes are appropriate
and necessary to provide future flexibility in the Funds' investment operations.
See the Proxy Statements for details.

Pioneer Growth Trust (Capital Growth Fund, Equity-Income Fund and Gold Shares)
Allow the Funds to be reorganized as three separate Delaware business trusts,
versus the current single Massachusetts business trust. As separate Delaware
business trusts, each Fund and its shareowners could benefit from a decreased
possibility of shareowner and trustee liability and various potential operating
efficiencies.

(left callout) To avoid additional mailings or phone solicitation, please prompt
your clients to vote as soon as possible.

For more information, contact your Pioneer Sales Specialist at
1-800-622-9876.

For Broker/Dealer Use Only - Not for Use with the Public

Pioneer Funds Distributor, Inc. 60 State Street Boston, Massachusetts 02109

0298-4957

Pioneer Growth Shares
60 State Street
Boston, MA 02109

March 1998

Dear Fellow Shareowner,

I am writing to let you know that a special meeting will be held April 21, 1998
for shareowners of Pioneer Growth Shares (the Fund) to vote on a number of
important proposals. As a shareowner in the Fund, you have the opportunity to
voice your opinion on these matters.

This package contains information about the proposals, along with a yellow proxy
card for you to vote by mail. Please take a moment to read the enclosed
materials and cast your vote using the proxy card.

Your prompt vote will help save money. If a majority of shareowners have not
voted prior to the meeting, we must try to obtain their votes with additional
mailings or phone solicitation. Both of these are costly processes.

(callout in margin) VOTING YOUR SHARES BY MAIL IS QUICK AND EASY. EVERYTHING YOU
NEED IS ENCLOSED.

Each of the proposals has been reviewed by the Fund's Board of Trustees, whose
primary role is to protect your interests as a shareowner. In the Trustees'
opinion, the proposals are fair and reasonable.
The Trustees recommend that you vote FOR each proposal.

(callout in margin) THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH
PROPOSAL.

HERE IS WHAT A FOR VOTE MEANS FOR EACH OF THE PROPOSALS.

PROPOSAL 1:
APPROVE A NEW MANAGEMENT CONTRACT WITH PIONEERING MANAGEMENT CORPORATION (PMC),
including a performance-based management fee. Depending upon the Fund's
investment performance, relative to a selected securities index, the fee paid by
the Fund may be lower or higher than the proposed basic fee. The proposed basic
fee is higher than the management fee currently paid by the Fund to PMC.

PROPOSAL 2:
ELECT NINE TRUSTEES TO THE BOARD. The Trustees supervise the Fund's activities
and review contractual arrangements with companies that provide services to the
Fund. All of the nominees currently serve as Trustees.

PROPOSALS 3(A) THROUGH 3(J):
MODERNIZE CERTAIN INVESTMENT RESTRICTIONS to conform to current standards in the
mutual fund industry. The Trustees believe the proposed changes are appropriate
and necessary to provide future flexibility in the Fund's investment operations.
For details on each of the proposed changes, we encourage you to review the
enclosed Proxy Statement.

PROPOSAL 4:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending December 31, 1998.

<PAGE>

Cast your vote by completing and signing the proxy card. Please mail your
completed and signed proxy as quickly as possible, using the postage-paid
envelope provided.

(callout in margin) PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW
MANY SHARES YOU OWN.

Please feel free to call Pioneer at 1-800-225-6292 if you have any questions
about the proposals or the process for voting your shares. Thank you for your
prompt response.

Sincerely,

John F. Cogan, Jr.
Chairman and President

1097-4517

<PAGE>

Pioneer Growth Shares
60 State Street
Boston, MA 02109

URGENT
PLEASE VOTE YOUR SHARES TODAY

Dear Fellow Shareowner,

Not too long ago we sent you a proxy card and materials for Pioneer Growth
Shares (the Fund) explaining the proposals up for a vote at the April 21, 1998
shareowner meeting. WE NEED YOU TO CAST YOUR VOTE!

If you have not already completed and returned the yellow proxy card included in
our earlier package, PLEASE TAKE A MOMENT NOW TO COMPLETE THE ENCLOSED PROXY
CARD AND MAIL IT TO US IN THE POSTAGE-PAID ENVELOPE PROVIDED.

The proposals in the Proxy Statement have been reviewed by the Fund's Board of
Trustees, whose primary role is to protect your interests as a shareowner. In
the Trustees' opinion, the proposals are fair and reasonable. The Trustees
recommend that you vote FOR each proposal. For your easy reference, on the back
of this page is a summary of what a FOR vote would mean for each proposal.

PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU
OWN.

Please feel free to call us at 1-800-225-6292 if you have any questions about
the proposals or the process for voting your shares. Thank you for your prompt
response.

Sincerely,

John F. Cogan, Jr.
Chairman and President

<PAGE>

[back page]

Here is what a FOR vote means for each of the proposals being considered.

PROPOSAL 4:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending December 31, 1998.

PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU
OWN.

1097-4518

<PAGE>

Pioneer Growth Shares
60 State Street
Boston, MA 02109

URGENT
PLEASE VOTE YOUR SHARES TODAY

Dear Fellow Shareowner,

TIME IS RUNNING OUT. You have not yet returned the proxy cards we sent for
voting on the proposals for consideration at the April 21, 1998 shareowner
meeting. WE NEED YOU TO CAST YOUR VOTE TODAY!

Voting now will help save money. If a majority of shareowners have not voted
before April 21, we must delay the meeting and begin the proposal and voting
process all over again. This would be extremely costly.

If you have not already completed and returned your proxy card, PLEASE TAKE A
MOMENT NOW TO COMPLETE THE ENCLOSED YELLOW PROXY CARD AND MAIL IT TO US TODAY IN
THE POSTAGE-PAID ENVELOPE PROVIDED.

VOTE TODAY! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.

Please feel free to call us at 1-800-225-6292 if you have any questions about
the proposals or the process for voting your shares. Thank you for your
immediate response.

Sincerely,

John F. Cogan, Jr.
Chairman and President

<PAGE>

[back page]

Here is what a FOR vote means for each of the proposals being considered.

PROPOSAL 4:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending December 31, 1998.

PLEASE VOTE TODAY! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES
YOU OWN.

PIONEER GROWTH SHARES PROXY SOLICITATION QUESTIONS AND ANSWERS
FOR INTERNAL USE ONLY

Q: What do the proposals for Pioneer Growth Shares mean?
A: Pioneer Growth Shares periodically holds a shareowner meeting to vote
on certain issues. The upcoming meeting is scheduled for April 21, 1998. THE
FUND'S TRUSTEES, WHOSE PRIMARY FUNCTION IS TO PROTECT YOUR INTERESTS AS A
SHAREOWNER, RECOMMEND THAT YOU VOTE FOR EACH PROPOSAL.

Here is a what a FOR vote means for each of the proposals being considered.
Proposal 1: Approve a new management contract with Pioneering Management
Corporation (PMC), including a performance-based management fee. Depending upon
the investment performance of the Fund's Class A Shares, relative to a selected
securities index, the fee paid by the Fund may be lower or higher than the
proposed basic fee. The proposed basic fee is higher than the management fee
currently paid by the Fund to PMC.

Proposal 2: Elect nine Trustees to the Board. The Trustees supervise the Fund's
activities and review contractual arrangements with companies that provide
services to the Fund. All of the nominees currently serve as Trustees.

Proposals 3(a) through 3(j): Modernize certain investment restrictions to
conform to current standards in the mutual fund industry. The Trustees believe
the proposed changes are appropriate and necessary to provide future
flexibility in the Fund's investment operations. For details on each of the
proposed changes, we encourage you to review the enclosed Proxy Statement.

Proposal 4: Ratify the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the fiscal year ending
December 31, 1998.

FOR INTERNAL USE ONLY

<PAGE>
PROPOSAL 1
Q: What effect will the proposed new management contract have?
A: The fee ultimately paid by the Fund will be higher than that paid
under the existing contract, even though it may vary as a
result of Fund performance.

The current management fee structure has been in place since the Fund's
inception in 1968. The Fund pays the investment adviser, Pioneering Management
Corporation (PMC), the following fees, regardless of the Fund's performance:

0.50% of the Fund's average daily net assets up to $250 million
0.48% of the next $50 million ($250 million to $300 million), and
0.45% of the amount over $300 million

At current asset levels, the Fund is paying an effective management fee of
0.48%.

Proposal 1 calls for the basic fee to increase to the following rates:

0.700% of the Fund's average daily net assets up to $1 billion
0.675% of the next $4 billion ($1 billion to $5 billion)
0.650% of the next $5 billion ($5 billion to $10 billion), and
0.575% of the amount over $10 billion

However, the introduction of a performance-based fee structure would link the
management fee to the Fund's performance, relative to an objective index. This
means the fee ultimately paid by the Fund may be higher or lower than the basic
fee.

Q: Why is the basic fee being increased?
A: The current fee paid by your Fund has not changed since the Fund's
inception in 1968. Over the past 20 years, it has become significantly more
complicated and expensive to manage a mutual fund. The industry has changed
dramatically, particularly in terms of research, technology and salary
requirements. The increased fee would help maintain and attract investment
management, research and other talent. It would also help provide technology
and other systems necessary to support the service and performance Fund
shareowners currently enjoy, and make it possible to improve future service and
investment performance.

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:
Q: How would the proposed performance-based fee be calculated?
A: Simply, the performance-based fee would combine a basic fee with a
performance adjustment. The Fund would add to or subtract from the basic fee
based on its Class A Shares' performance relative to the Lipper Growth Funds
Index, which the Fund's Trustees consider to be a fair benchmark for the
performance of funds with similar objectives.

The performance adjustment would be based on the Fund's performance over a
36-month period. The comparison between the Index's and Fund's performance will
be made at the end of each month. Each percentage point of difference, up to 10
percentage points, would be multiplied by a performance adjustment of 0.01%.
This means the maximum adjustment rate to the basic fee is 0.10% (10 x 0.01%),
up or down. Therefore, the Fund's management fee could range from 0.60% to
0.80% for up to $1 billion in assets. That translates into an increase of
between $0.12 and $0.32 per $1,000.00.

For example, if the Fund's 36-month average annual total return was 15.0%, and
the Lipper Growth Funds Index's 36-month average annual total return was 25.0%,
the management fee would be the basic fee minus the performance-adjustment
figure:

0.70% - [0.01% x (15.0% - 25.0%)] = 0.60%

Conversely, if the Fund's 36-month average annual total return was 25.0%, and
the Lipper Growth Funds Index's 36-month average annual total return was
15.0%, the management fee would be the basic fee plus the
performance-adjustment figure:

0.70% + [0.01% x (25.0% - 15.0%)] = 0.80%

Q: The proposed management fee seems high to me. Is it?
A: Comparatively, no. The Fund's proposed fee would still be lower than
most management fees currently being charged for similar funds throughout the
mutual fund industry.

Naturally, before proposing a change in management fee, Pioneer undertook
extensive research into how and how much other mutual funds were paying in
management fees. Here's what we found:

At current asset levels, your Fund's proposed basic management fee would
be in the bottom third (below 71%) of the fees paid by growth funds.*
While similar funds pay management fees ranging from 1.50% to 0.28%, 40%
of growth funds pay a flat fee of 0.75% or more, regardless of the fund's
size (net assets).
The median management fee paid by growth funds is 0.75%, and your Fund's
basic fee of 0.70% is below the median. If your Fund outperformed its
index enough to trigger the full upward adjustment, the maximum
performance-adjusted fee of 0.80% would be only slightly above the median.

* The growth universe includes 344 funds with the growth objective. It excludes
institutional funds, index funds and funds that pay a single, all-inclusive fee
for management, transfer agency, custody, accounting, etc., or some combination
of these fees bundled with
the management fee.

Q: When would the proposed performance-based fee take effect?
A: The effective date of the proposed contract is expected to be
May 1, 1998, and the new fee structure would take effect at that time. However,
the Fund will pay only the basic fee for 12 months, with no performance
adjustment. The performance adjustment would begin in the 13th month, based on
the 12 months of performance generated with the new fee structure in place.
Each subsequent month's performance would be added to the equation until there
are 36 months of performance. At that point, the adjustment would be
based on a rolling 36-month period.

PROPOSAL 2
Q: Who is being nominated for Trustee?
A: There are nine nominees. All currently serve as Trustees and their
biographical information is included in the Proxy Statement. The Trustees'
primary role is to protect your interests as a shareowner.

PROPOSALS 3a - 3j
Q: Why are there so many changes proposed to the Fund's operations
structure and investment policies?
A: Since the Fund's last shareowner meeting, the mutual fund industry has
evolved. The Fund's Trustees believe the proposed changes are appropriate and
necessary to update the Fund and modernize it to conform with current standards
in the mutual fund industry, along with other Pioneer funds.

PROPOSAL 4
Q: Who is Arthur Andersen LLP?
A: Arthur Andersen LLP is one of the six largest CPA firms in the U.S.
and the firm is the current independent public accountant for the Fund and
other funds in the Pioneer family of mutual funds.

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GENERAL QUESTIONS
Q: Who makes the final decisions about these proposals?
A: You do. The Trustees you have elected - whose primary role, as
mentioned, is protecting your interests as a shareowner - have unanimously
approved the proposals and encourage you to vote FOR each. However, you must
make the final decision, either by attending the meeting in person or by giving
your proxy vote.

Q: When and where will the meeting take place?
A: The meeting is scheduled for April 21, 1998, in Boston.

Q: What if I have questions about my investment?
A: The investment representative through whom you purchased Pioneer
Growth Shares can provide you with additional information
as needed.

FOR INTERNAL USE ONLY