PIONEER GROWTH SHARES
485BPOS, 1998-04-30
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 As filed with the Securities and Exchange Commission on April 30, 1998    
   
                                                           File Nos. 2-28274
                                                                   811-01604    


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  / X /
                                                                   ---

                      Pre-Effective Amendment No. __              /    /

   
                      Post-Effective Amendment No. 58             / X /
                                                                   ---    


                                     and/or

             REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                               ACT OF 1940                        / X /

   
                             Amendment No. 29                     / X /    

                        (Check appropriate box or boxes)


                              PIONEER GROWTH SHARES
               (Exact Name of Registrant as Specified in Charter)


                  60 State Street, Boston, Massachusetts 02109
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's Telephone Number, including Area Code: (617) 742-7825

Joseph P. Barri, Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109
                     (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

   
         _X_ immediately upon filing pursuant to paragraph (b)
         ___ on [date] pursuant to paragraph (b)
         ___ 60 days after filing pursuant to paragraph (a)(1)
         ___ 75 days after filing pursuant to paragraph (a)(2)
         ___ on [date] pursuant to paragraph (a)(2) of Rule 485.    

If appropriate, check the following box:

         ___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered:  Shares of Beneficial Interest (without
par value)


<PAGE>


                              PIONEER GROWTH SHARES

      Cross-Reference Sheet Showing Location in Prospectus and Statement of
                      Additional Information of Information
                   Required by Items of the Registration Form

   
Locations noted apply to the Class A, Class B and Class C Prospectus and the
Class Y Prospectus unless otherwise noted    

FORM N-1A ITEM NUMBER AND CAPTION        LOCATION IN PROSPECTUS OR STATEMENT
                                         OF ADDITIONAL INFORMATION
   
1.   Cover Page                          Prospectus - Cover Page

2.   Synopsis                            Prospectus - Expense Information

3.   Condensed Financial Information     Prospectus - Financial Highlights


4.   General Description of Registrant   Prospectus - Cover Page; Investment
                                         Objective, Policies and Risks;
                                         Management of the Fund; Fund Share
                                         Alternatives (Class A, Class B and
                                         Class C Prospectus); Fund Shares (Class
                                         Y Prospectus); Share Price; How to Buy
                                         Fund Shares (Class A, Class B and Class
                                         C Prospectus); Purchasing Class Y
                                         Shares (Class Y Prospectus); How to
                                         Sell Fund Shares (Class A, Class B
                                         and Class C Prospectus); Redeeming
                                         Class Y Shares (Class Y Prospectus);
                                         How to Exchange Fund Shares (Class A,
                                         Class B and Class C Prospectus);
                                         Exchanging Class Y Shares (Class Y
                                         Prospectus); The Fund

5.   Management of the Fund              Prospectus - Management of the Fund;
                                         Shareholder Services

5A.  Management's Discussion of Fund
     Performance                         Not Applicable

6.   Capital Stock and Other Securities  Prospectus - Investment Objective,
                                         Policies and Risks; Management of the
                                         Fund; Fund Share Alternatives (Class A,
                                         Class B and Class C Prospectus); Fund
                                         Shares (Class Y Prospectus); Share
                                         Price; How to Buy Fund Shares (Class A,
                                         Class B and Class C Prospectus);
                                         Purchasing Class Y Shares (Class Y
                                         Prospectus); How to Sell Fund Shares
                                         (Class A, Class B and Class C
                                         Prospectus); Redeeming Class Y Shares
                                         (Class Y Prospectus); How to Exchange
                                         Fund Shares (Class A, Class B and Class
                                         C Prospectus); Exchanging Class Y
                                         Shares (Class Y Prospectus); Dividends,
                                         Distributions and Taxation; The Fund

7.   Purchase of Securities Being
     Offered                             Prospectus - Management of the Fund;
                                         Distribution Plans (Class A, Class B
                                         and Class C Prospectus); Distribution
                                         of Class Y Shares (Class Y Prospectus);
                                         Fund Share Alternatives (Class A, Class
                                         B and Class C Prospectus); Fund Shares
                                         (Class Y Prospectus); Share Price; How
                                         to Buy Fund Shares (Class A, Class B
                                         and Class C Prospectus); Purchasing
                                         Class Y Shares (Class Y Prospectus);
                                         How to Exchange Fund Shares (Class A,
                                         Class B and Class C Prospectus);
                                         Exchanging Class Y Shares (Class Y
                                         Prospectus); Shareholder Services

8.   Redemption or Repurchase            Prospectus - Fund Share Alternatives;
                                         (Class A, Class B and Class C
                                         Prospectus); Fund Shares (Class Y
<PAGE>


                                         Prospectus); How to Sell Fund Shares
                                         (Class A, Class B and Class C
                                         Prospectus); Redeeming Class Y Shares
                                         (Class Y Prospectus); How to Exchange
                                         Fund Shares (Class A, Class B and Class
                                         C Prospectus); Exchanging Class Y
                                         Shares (Class Y Prospectus);
                                         Shareholder Services

9.   Pending Legal Proceedings           Not Applicable

10.  Cover Page                          Statement of Additional Information -
                                         Cover Page

11.  Table of Contents                   Statement of Additional Information -
                                         Cover Page


12.  General Information and History     Statement of Additional Information -
                                         Description of Shares

13.  Investment Objectives and Policies  Statement of Additional Information -
                                         Investment Objective and Policies;
                                         Investment Restrictions; Appendix A

14.  Management of the Fund              Statement of Additional Information -
                                         Management of the Fund

15.  Control Persons and Principal
     Holders of Securities               Statement of Additional Information -
                                         Management of the Fund

16.  Investment Advisory and Other
     Services                            Statement of Additional Information -
                                         Management of the Fund; Investment
                                         Adviser; Underwriting Agreement and
                                         Distribution Plans; Shareholder
                                         Servicing/Transfer Agent; Custodian;
                                         Principal Underwriter; Independent
                                         Public Accountants; Appendix C

17.  Brokerage Allocation and Other
     Practices                           Statement of Additional Information -
                                         Portfolio Transactions

18.  Capital Stock and Other Securities  Statement of Additional Information -
                                         Description of Shares

19.  Purchase, Redemption and Pricing
     of Securities Being Offered         Statement of Additional Information -
                                         Letter of Intent; Systematic Withdrawal
                                         Plan; Determination of Net Asset Value

20.  Tax Status                          Statement of Additional Information -
                                         Tax Status

21.  Underwriters                        Statement of Additional Information -
                                         Underwriting Agreement and Distribution
                                         Plans; Principal Underwriter

22.  Calculation of Performance Data     Statement of Additional Information -
                                         Investment Results; Appendix B

23.  Financial Statements                Statement of Additional Information -
                                         Financial Statements    


<PAGE>


                                                                  [Pioneer Logo]


Pioneer
Growth
Shares

   
CLASS A, CLASS B AND CLASS C SHARES
PROSPECTUS
APRIL 30, 1998    

     PIONEER GROWTH SHARES (the "Fund") seeks appreciation of capital through
investments in common stocks, together with preferred stocks, bonds and
debentures which are convertible into common stocks.

     FUND RETURNS AND SHARE PRICES FLUCTUATE AND THE VALUE OF YOUR ACCOUNT UPON
REDEMPTION MAY BE MORE OR LESS THAN YOUR PURCHASE PRICE. SHARES IN THE FUND ARE
NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER
DEPOSITORY INSTITUTION, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.

   
     This Prospectus provides information about the Fund that you should know
before investing. Please read and retain it for your future reference. More
information about the Fund is included in the Statement of Additional
Information, dated April 30, 1998, as supplemented or revised from time to time,
which is incorporated by reference into this Prospectus. A copy of the Statement
of Additional Information may be obtained free of charge by calling Shareholder
Services at 1-800-225-6292 or by written request to the Fund at 60 State Street,
Boston, Massachusetts 02109. Other information about the Fund has been filed
with the Securities and Exchange Commission (the "SEC") and is available upon
request and without charge by calling 1-800-225-6292 or through the SEC's
Internet web site (http://www.sec.gov).    

   
<TABLE>
<CAPTION>
          TABLE OF CONTENTS                                         PAGE
          -------------------------------------------------------   -----
<S>       <C>                                                         <C>
I.        EXPENSE INFORMATION ...................................      2
II.       FINANCIAL HIGHLIGHTS ..................................      3
III.      INVESTMENT OBJECTIVE, POLICIES AND RISKS ..............      6
IV.       MANAGEMENT OF THE FUND ................................      7
V.        FUND SHARE ALTERNATIVES ...............................      8
VI.       SHARE PRICE ...........................................      9
VII.      HOW TO BUY FUND SHARES ................................      9
VIII.     HOW TO SELL FUND SHARES ...............................     13
IX.       HOW TO EXCHANGE FUND SHARES ...........................     14
X.        DISTRIBUTION PLANS ....................................     14
XI.       DIVIDENDS, DISTRIBUTIONS AND TAXATION .................     15
XII.      SHAREHOLDER SERVICES ..................................     16
           Account and Confirmation Statements ..................     16
           Additional Investments ...............................     16
           Automatic Investment Plans ...........................     16
           Financial Reports and Tax Information ................     16
           Distribution Options .................................     16
           Directed Dividends ...................................     17
           Direct Deposit .......................................     17
           Voluntary Tax Withholding ............................     17
           Telephone Transactions ...............................     17
           FactFoneSM ...........................................     17
           Retirement Plans .....................................     17
           Telecommunications Device for the Deaf (TDD) .........     17
           Systematic Withdrawal Plans ..........................     17
           Reinstatement Privilege (Class A Shares Only) ........     17
XIII.     THE FUND ..............................................     18
XIV.      INVESTMENT RESULTS ....................................     18
</TABLE>
    

                              --------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


<PAGE>

I. EXPENSE INFORMATION

   
     This table is designed to help you understand the charges and expenses that
you, as a shareholder, will bear directly or indirectly when you invest in the
Fund. The information in the table below is based on the Fund's actual expenses
for the year ended December 31, 1997. The table reflects annual operating
expenses based upon actual expenses incurred for the fiscal year ended December
31, 1997.
    

   
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES                                                CLASS A         CLASS B        CLASS C
<S>                                                                              <C>             <C>            <C>
Maximum Initial Sales Charge on
  Purchases (as a percentage of offering
  price) .................................................................       5.75%(1)        None           None
Maximum Sales Charge on
  Reinvestment of Dividends ..............................................       None            None           None
Maximum Deferred Sales Charge (as a
  percentage of purchase price or
  redemption proceeds, as
  applicable) ............................................................       None(1)         4.00%          1.00%
Redemption Fee(2) ........................................................       None            None           None
Exchange Fee .............................................................       None            None           None
ANNUAL OPERATING EXPENSES
  (as a percentage of average net assets)
Management Fee ...........................................................       0.48%           0.48%          0.48%
12b-1 Fees ...............................................................       0.25%           1.00%          1.00%
Other Expenses
  (including accounting and transfer
  agent fees, custodian fees and
  printing expenses)(3) ..................................................       0.24%           0.24%          0.15%
                                                                                 ----            ----           ----
TOTAL OPERATING EXPENSES .................................................       0.97%           1.72%          1.63%
                                                                                 ====            ====           ====
</TABLE>
    

- - --------------------

(1) Purchases of $1 million or more and purchases by participants in certain
    group plans are not subject to an initial sales charge but may be subject to
    a contingent deferred sales charge ("CDSC") as further described under "How
    to Sell Fund Shares."
   
(2) Separate fees (currently $10 and $20, respectively) apply to United States
    ("U.S.") and international wire transfers of redemption proceeds.
(3) Expenses are net of amounts paid in connection with third-party
    brokerage/service and certain expense offset arrangements. In the absence of
    such arrangements "Total Operating Expenses" would have been 0.99%, 1.76%
    and 1.69% for Class A, Class B and Class C shares, respectively. See
    "Financial Highlights."    

 EXAMPLE:

   
     You would pay the following expenses on a $1,000 investment, with or
without redemption at the end of each time period, assuming a 5% annual return,
reinvestment of all dividends and distributions and that the percentage amounts
listed under "Annual Operating Expenses" remain the same each year:    

   
<TABLE>
<CAPTION>
                                   1 YEAR     3 YEARS     5 YEARS     10 YEARS
                                  --------   ---------   ---------   ---------
<S>                                  <C>        <C>      <C>         <C>
Class A Shares ................      $67        $87      $108        $170
Class B Shares*
 --Assuming complete
    redemption at end of
    period ....................      $57        $84      $113        $183
 --Assuming no redemption......      $17        $54      $ 93        $183
Class C Shares**
 --Assuming complete
    redemption at end of
    period ....................      $27        $51      $ 89        $193
 --Assuming no redemption......      $17        $51      $ 89        $193
</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% CDSC.

   
     THE EXAMPLE IS DESIGNED FOR INFORMATION PURPOSES ONLY, AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURN. ACTUAL FUND
EXPENSES AND RETURN WILL VARY FROM YEAR TO YEAR AND MAY BE HIGHER OR LOWER THAN
THOSE SHOWN.

     For further information regarding management fees, Rule 12b-1 fees and
other expenses of the Fund, see "Management of the Fund," "Distribution Plans"
and "How To Buy Fund Shares" in this Prospectus and "Management of the Fund" and
"Underwriting Agreement and Distribution Plans" in the Statement of Additional
Information. The Fund's payment of a Rule 12b-1 fee may result in long-term
shareholders paying more than the economic equivalent of the maximum sales
charge permitted under the Conduct Rules of the National Association of
Securities Dealers, Inc.

     The maximum initial sales charge is reduced on purchases of specified
larger amounts of Class A shares and the value of shares owned in other Pioneer
mutual funds is taken into account in determining the applicable initial sales
charge. See "How to Buy Fund Shares." No sales charge is applied to exchanges of
shares of the Fund for shares of other publicly available Pioneer mutual funds.
See "How to Exchange Fund Shares."    


                                        2

<PAGE>

II. FINANCIAL HIGHLIGHTS

   
     The following information has been audited by Arthur Andersen LLP,
independent public accountants. Arthur Andersen LLP's report on the Fund's
financial statements as of December 31, 1997 appears in the Fund's Annual Report
which is incorporated by reference into the Statement of Additional Information.
The information listed below should be read in conjunction with those financial
statements. The information for the years from 1988 through 1993 was derived
from financial statements audited by the Fund's then independent public
accountants, Coopers & Lybrand. The Annual Report includes more information
about the Fund's performance and is available free of charge by calling
Shareholder Services at 1-800-225-6292.    

PIONEER GROWTH SHARES
SELECTED DATA FOR A CLASS A SHARE OUTSTANDING FOR EACH PERIOD PRESENTED:

   
<TABLE>
<CAPTION>
                                                     FOR THE YEAR ENDED DECEMBER 31,+
                                     ----------------------------------------------------------------
                                            1997              1996            1995           1994
                                     ----------------- ----------------- -------------- -------------
<S>                                      <C>               <C>             <C>             <C>
Net asset value, beginning of
 period ............................       $11.71            $10.12           $8.85          $12.62
                                         --------          --------        --------        --------
Increase (decrease) from
 investment operations:
 Net investment income (loss) ......       $(0.03)           $(0.01)          $0.03          $(0.06)
 Net realized and unrealized
  gain (loss) on investments .......         5.16              2.67            2.58           (0.38)
                                         --------          --------        --------        --------
  Net increase (decrease)
   from investment
   operations ......................        $5.13              2.66           $2.61          $(0.44)
Distributions to shareholders:
 Net investment income .............           --                --           (0.03)             --
 Net realized gain .................        (0.49)            (1.07)          (1.31)          (3.32)
 In excess of net investment
  income ...........................           --                --              --              --
 Paid-in capital ...................           --                --              --           (0.01)
                                         --------          --------        --------        --------
Net increase (decrease) in net
 asset value .......................        $4.64             $1.59           $1.27          $(3.77)
                                         --------          --------        --------        --------
Net asset value, end of period .....       $16.35            $11.71          $10.12           $8.85
                                         ========          ========        ========        ========
Total return(1) ....................        43.78%            26.95%          29.82%          (2.60)%
RATIOS/SUPPLEMENTAL DATA
Ratio of net expenses to average
 net assets ........................         0.99%++           1.15%++         1.23%++         1.46%
Ratio of net investment income
 (loss) to average net assets ......        (0.25)%++         (0.08)%++        0.28%++        (0.53)%
Portfolio turnover rate ............           28%               96%            158%            161%
Average brokerage commission
 per share .........................      $0.0630           $0.0568              --              --
Net assets, end of period
 (in thousands) ....................     $567,126          $277,598        $215,564        $132,476
Ratios assuming no waiver of
 management fees and
 assumption of expenses by
 PMC and no reduction for fees
 paid indirectly:
 Net expenses ......................         0.99%             1.15%           1.23%             --
 Net investment income (loss) ......        (0.25)%           (0.08)%          0.28%             --
Ratios assuming a reduction of
 fees paid indirectly:
 Net expenses ......................         0.97%             1.13%           1.21%             --
 Net investment income (loss) ......        (0.23)%           (0.06)%          0.30%             --

- - ---------

(1)Assumes initial investment at net asset value at the beginning of each year,
   reinvestment of all dividends and distributions, the complete redemption of
   the investment at net asset value at the end of each year and no sales
   charges. Total return would be reduced if sales charges were taken into
   account.
  +Prior to assumption of management contract on December 1, 1993, by Pioneering
   Management Corporation ("PMC"), the Fund was advised by Mutual of Omaha Fund
   Management Company ("FMC"). 
 ++Ratio assuming no reduction for fees paid indirectly.

<CAPTION>
                                                         FOR THE YEAR ENDED DECEMBER 31,+
                                     -------------------------------------------------------------------------
                                          1993         1992         1991        1990        1989       1988
                                     ------------- ------------ ----------- ------------ ---------- ----------
<S>                                     <C>          <C>          <C>         <C>         <C>        <C>
Net asset value, beginning of
 period ............................      $12.42       $12.27       $7.57       $8.95       $7.39      $6.27
                                        --------     --------     -------     -------     -------    -------
Increase (decrease) from
 investment operations:
 Net investment income (loss) ......      $(0.07)         $--       $0.02       $0.08       $0.08      $0.06
 Net realized and unrealized
  gain (loss) on investments .......        1.10         0.15        4.70       (0.83)       2.37       1.37
                                        --------     --------     -------     -------     -------    -------
  Net increase (decrease)
   from investment
   operations ......................       $1.03        $0.15       $4.72      $(0.75)      $2.45      $1.43
Distributions to shareholders:
 Net investment income .............          --           --          --       (0.08)      (0.08)     (0.06)
 Net realized gain .................       (0.83)          --          --       (0.55)      (0.81)     (0.25)
 In excess of net investment
  income ...........................          --           --       (0.02)         --          --         --
 Paid-in capital ...................          --           --          --          --          --         --
                                        --------     --------     -------     -------     -------    -------
Net increase (decrease) in net
 asset value .......................       $0.20        $0.15       $4.70      $(1.38)      $1.56      $1.12
                                        --------     --------     -------     -------     -------    -------
Net asset value, end of period .....      $12.62       $12.42      $12.27       $7.57       $8.95      $7.39
                                        ========     ========     =======     =======     =======    =======
Total return(1) ....................        8.52%        1.22%      62.37%      (8.37%)     33.63%     23.01%
RATIOS/SUPPLEMENTAL DATA
Ratio of net expenses to average
 net assets ........................        1.20%        1.15%       1.22%       1.29%       1.11%      1.24%
Ratio of net investment income
 (loss) to average net assets ......       (0.60)%       0.00%       0.14%       0.89%       0.91%      0.88%
Portfolio turnover rate ............          29%          25%         27%         44%         58%        48%
Average brokerage commission
 per share .........................          --           --          --          --          --         --
Net assets, end of period
 (in thousands) ....................    $134,546     $120,847     $91,464     $52,322     $48,904    $39,231
Ratios assuming no waiver of
 management fees and
 assumption of expenses by
 PMC and no reduction for fees
 paid indirectly:
 Net expenses ......................        1.21%        1.25%       1.28%         --          --         --
 Net investment income (loss) ......       (0.62)%       0.10%       0.08%         --          --         --
Ratios assuming a reduction of
 fees paid indirectly:
 Net expenses ......................          --           --          --          --          --         --
 Net investment income (loss) ......          --           --          --          --          --         --

- - ---------

(1)Assumes initial investment at net asset value at the beginning of each year,
   reinvestment of all dividends and distributions, the complete redemption of
   the investment at net asset value at the end of each year and no sales
   charges. Total return would be reduced if sales charges were taken into
   account.
  +Prior to assumption of management contract on December 1, 1993, by Pioneering
   Management Corporation ("PMC"), the Fund was advised by Mutual of Omaha Fund
   Management Company ("FMC"). 
 ++Ratio assuming no reduction for fees paid indirectly.
 
</TABLE>
    


                                        3

<PAGE>

II. FINANCIAL HIGHLIGHTS (continued)

PIONEER GROWTH SHARES
SELECTED DATA FOR A CLASS B SHARE OUTSTANDING FOR EACH PERIOD PRESENTED:

   
<TABLE>
<CAPTION>
                                                                   FOR THE YEAR ENDED DECEMBER 31,
                                                                  ---------------------------------
                                                                                                        April 28, 1995
                                                                       1997(a)           1996        to December 31, 1995
                                                                  ---------------- ---------------- ---------------------
<S>                                                                  <C>               <C>                <C>
Net asset value, beginning of period ............................    $  11.55          $ 10.07            $  9.68
                                                                     --------          -------            -------
Increase (decrease) from investment operations:
 Net investment income (loss) ...................................    $  (0.15)         $ (0.05)           $    --
 Net realized and unrealized gain (loss) on investments .........        5.09             2.60               1.73
                                                                     --------          -------            -------
  Net increase (decrease) from investment operations ............    $   4.94          $  2.55            $  1.73
Distributions to shareholders:
 Net investment income ..........................................          --               --              (0.03)
 Net realized gain ..............................................       (0.49)           (1.07)             (1.31)
                                                                     --------          -------            -------
Net increase (decrease) in net asset value ......................    $   4.45          $  1.48            $  0.39
                                                                     --------          -------            -------
Net asset value, end of period ..................................    $  16.00          $ 11.55            $ 10.07
                                                                     ========          =======            =======
Total return(1) .................................................       42.75%           25.97%             18.26%
RATIOS/SUPPLEMENTAL DATA
Ratio of net expenses to average net assets .....................        1.76%+           1.86%+             1.90%*+
Ratio of net investment income (loss) to average net assets .....       (1.01)%+         (0.83)%+           (0.25)%*+
Portfolio turnover rate .........................................          28%              96%               158%
Average brokerage commission per share ..........................    $ 0.0630          $0.0568                 --
Net assets, end of period (in thousands) ........................    $163,955          $31,286            $14,019
Ratios assuming reduction for fees paid indirectly:
 Net expenses ...................................................        1.72%            1.84%              1.84%*
 Net investment income (loss) ...................................       (0.97)%          (0.81)%            (0.19)%*
</TABLE>
    

   
- - ---------
(a)Per share data based upon average shares outstanding for the period
   presented.
  *Annualized.    

(1)Assumes initial investment at net asset value at the beginning of each
   period, reinvestment of all distributions, the complete redemption of the
   investment at net asset value at the end of each period and no sales charges.
   Total return would be reduced if sales charges were taken into account.
   
  +Ratio assuming no reduction for fees paid indirectly.    


                                        4

<PAGE>

   
II. FINANCIAL HIGHLIGHTS (continued)    

PIONEER GROWTH SHARES
SELECTED DATA FOR A CLASS C SHARE OUTSTANDING FOR THE PERIOD PRESENTED:

   
<TABLE>
<CAPTION>
                                                                          FOR THE YEAR ENDED      JANUARY 31, 1996 TO
                                                                         DECEMBER 31, 1997(a)      DECEMBER 31, 1996
                                                                        ----------------------   --------------------
<S>                                                                            <C>                      <C>
Net asset value, beginning of period ................................          $ 11.55                  $ 10.10
                                                                               -------                  -------
Increase (decrease) from investment operations:
 Net investment income (loss) .......................................          $ (0.14)                 $ (0.05)
 Net realized and unrealized gain (loss) on investments .............             5.16                     2.57
                                                                               -------                  -------
  Net increase (decrease) from investment operations ................          $  5.02                  $  2.52
Distributions to shareholders:
 Net realized gain ..................................................            (0.49)                   (1.07)
                                                                               -------                  -------
Net increase (decrease) in net asset value ..........................          $  4.53                  $  1.45
                                                                               -------                  -------
Net asset value, end of period ......................................          $ 16.08                  $ 11.55
                                                                               =======                  =======
Total return(1) .....................................................            43.44%                   25.61%
RATIOS/SUPPLEMENTAL DATA
Ratio of net expenses to average net assets .........................             1.69%+                   1.89%*+
Ratio of net investment income (loss) to average net assets .........            (0.93)%+                 (1.01)%*+
Portfolio turnover rate .............................................               28%                      96%
Average brokerage commission per share ..............................          $0.0630                  $0.0568
Net assets, end of period (in thousands) ............................          $34,300                  $ 1,354
Ratios assuming reduction for fees paid indirectly:
 Net expenses .......................................................             1.63%                    1.87%*
 Net investment income (loss) .......................................            (0.87)%                  (0.99)%*
</TABLE>
    

   
- - ---------

(a)Per share data based upon average shares outstanding for the period
   presented.    

(1)Assumes initial investment at net asset value at the beginning of each
   period, reinvestment of all distributions, the complete redemption of the
   investment at net asset value at the end of each period and no sales charges.
   Total return would be reduced if sales charges were taken into account.
   
  *Annualized.
  +Ratio assuming no reduction for fees paid indirectly.    


                                        5

<PAGE>

III. INVESTMENT OBJECTIVE, POLICIES AND RISKS

     THE INVESTMENT OBJECTIVE OF THE FUND IS TO OBTAIN APPRECIATION OF CAPITAL.
The Fund invests in common stocks, together with preferred stocks, bonds and
debentures which are convertible into common stocks. Current income will be
incidental to the Fund's primary objective. In selecting securities for
investment, Pioneering Management Corporation ("PMC"), the Fund's investment
adviser, attempts to identify companies that have better-than-average earnings
growth potential and those industries that stand to enjoy the greatest benefit
from the predicted economic environment. The Fund seeks to purchase the
securities of companies that are thought to be best situated in those industry
groupings. The Fund invests in companies in a variety of industries in an
attempt to reduce its overall exposure to investment and market risks.

   
     In pursuing its objective, the Fund purchases portfolio securities with the
view of retaining them on a long-term basis. However, securities in the Fund's
portfolio will be sold whenever PMC believes that it is necessary without regard
to the length of time the particular security may have been held. A high
portfolio turnover rate (100% or more) involves greater expenses to the Fund and
may increase the possibility of shareholders realizing taxable income and/or
capital gains. See "Financial Highlights" for actual portfolio turnover rates.

     Part or all of the Fund's assets may be temporarily invested in securities
of the U.S. government, its agencies or instrumentalities, commercial paper,
bank certificates of deposit and time deposits, bankers' acceptances, other
fixed income securities and repurchase agreements with banks and broker-dealers
with respect to any of the foregoing instruments. At times, PMC believes that
such investments are desirable due to present or anticipated market or economic
conditions which are affecting or could affect the values of the Fund's
investments, as well as for liquidity purposes or as a temporary investment
pending investment in equity and equity-related securities. The Fund may invest
in lower rated or unrated securities. These securities involve greater risks of
default and price fluctuations due to credit, economic, liquidity and market
concerns.

     The Fund may invest in warrants as described in the Statement of Additional
Information. Although the Fund does not have a formal percentage limitation on
investments in warrants, it is not expected that PMC will invest more than 5% of
the Fund's net assets in such securities. The Fund may also invest in investment
companies limited to the extent permitted under the Investment Company Act of
1940, as amended (the "1940 Act").    

RESTRICTED AND ILLIQUID SECURITIES

   
     The Fund may invest in restricted securities (i.e., securities that would
be required to be registered prior to distribution to the public), including
securities eligible for resale to "qualified institutional buyers" in accordance
with Rule 144A under the Securities Act of 1933, as amended (the "1933 Act"). In
addition, the Fund will not invest more than 15% of its net assets in illiquid
securities, which includes repurchase agreements maturing in more than seven
days, securities that are not readily marketable and restricted securities sold
and offered under Rule 144A that are illiquid either as a result of legal or
contractual restrictions or the absence of a trading market.    

     The Board of Trustees of the Fund may adopt guidelines and delegate to PMC
the daily function of determining and monitoring the liquidity of restricted
securities. The Board of Trustees, however, will retain sufficient oversight and
be ultimately responsible for the determinations. Since it is not possible to
predict with assurance exactly how the market for restricted securities eligible
for resale pursuant to Rule 144A will continue to develop, the Board of Trustees
will carefully monitor the Fund's investments in these securities, focusing on
such important factors, among others, as valuation, liquidity and availability
of information. This investment practice could have the effect of increasing the
level of illiquidity in the Fund to the extent that qualified institutional
buyers become, for a time, uninterested in purchasing these restricted
securities.

   
     The purchase price and subsequent valuation of restricted securities
normally reflect a discount from the price at which such securities trade when
they are not restricted to the extent that the restriction makes them less
liquid. The amount of the discount from the prevailing market price is expected
to vary depending upon the type of security, the character of the issuer, the
party who will bear the expenses of registering the securities under the 1993
Act and prevailing supply and demand conditions.    

FOREIGN SECURITIES

     The Fund may invest up to 30% of its total assets at the time of investment
in listed and unlisted foreign securities. While such investments are intended
to reduce risk by permitting greater diversification of the Fund's portfolio,
investments in securities of foreign issuers entail certain risks not associated
with investments in U.S. issuers. Such risks include fluctuations in foreign
currency exchange rates; possible expropriation or nationalization of foreign
companies; imposition of exchange control regulations; currency blockage or
dividends or interest withheld at the source; unfavorable price spreads on
currency exchanges; higher transaction costs; less public information about
issuers of securities; lack of uniform auditing, accounting and financial
reporting standards; less governmental regulation of foreign stock exchanges and
brokers; less liquidity and greater volatility of securities of foreign
companies; or imposition of foreign taxes. Therefore, the Fund intends to invest
primarily in the companies organized under the laws of those nations which are
considered to have relatively stable and friendly governments, e.g., major
industrialized nations such as the United Kingdom, France, Canada, Germany and
Japan. In connection with its investments in foreign securities and in order to
protect itself against uncertainty in future exchange rates, the Fund may engage
in forward foreign currency exchange contracts. See the Statement of Additional
Information.

LENDING OF PORTFOLIO SECURITIES

     The Fund may seek to increase its income by lending portfolio securities,
provided that the value of the securities loaned would not exceed one-third of
the value of the total


                                        6

<PAGE>

assets of the Fund. Under present regulatory policies, such loans may be made to
institutions, such as certain broker-dealers, and are required to be secured
continuously by collateral in cash, cash equivalents, or U.S. government
securities maintained on a current basis in an amount at least equal to the
market value of the securities loaned. The Fund may experience loss or delay in
the recovery of its securities if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.

WHEN ISSUED SECURITIES

   
     The Fund may also purchase and sell securities on a "when issued" and
"delayed delivery" basis. These transactions are subject to market fluctuation;
the value at the time of delivery may be more or less than the purchase price.
Since the Fund will rely on the buyer or seller, as the case may be, to
consummate the transaction, failure by the other party to complete the
transaction may result in the Fund missing the opportunity of obtaining a price
or yield considered to be advantageous. No interest accrues to the Fund prior to
delivery. When the Fund is the buyer in such a transaction it will maintain, in
a segregated account with its custodian, cash, U.S. government securities, or
high-grade liquid debt obligations having an aggregate value equal to the amount
of such purchase commitments until payment is made. The Fund will make
commitments to purchase securities on such basis only with the intention of
actually acquiring these securities, but the Fund may sell such securities prior
to the settlement date if such sales are considered to be advisable. To the
extent the Fund engages in when issued and delayed delivery transactions, it
will do so for the purpose of acquiring securities for the Fund's portfolio
consistent with the Fund's investment objective and policies and not for the
purpose of investment leverage.    

REPURCHASE AGREEMENTS

     A repurchase agreement is an instrument under which the purchaser acquires
ownership of the obligation but the seller agrees, at the time of sale, to
repurchase the obligation at a mutually agreed upon time and price. The resale
price is in excess of the purchase price and reflects an agreed upon market rate
unrelated to the coupon rate on the purchased security. Such transactions afford
an opportunity for the Fund to invest temporarily available cash. In the event
of the insolvency of the seller, or an order to stay execution of an agreement
by a court or regulatory authority, the Fund could incur costs before being able
to sell the underlying obligations and the Fund's realization of the underlying
obligations could be delayed or limited, which could adversely affect the price
the Fund receives for such obligations. There is also a risk that the seller may
fail to repurchase the underlying obligations in which case the Fund may incur
possible disposition costs and a loss if the proceeds of the sale of such
obligations to a third party are less than the repurchase price. To guard
against these possibilities, PMC, under guidelines established by the Fund's
Board of Trustees, will evaluate the creditworthiness of the seller. The Fund
will enter into repurchase agreements only with those institutions that PMC
believes present minimal credit risks and which furnish collateral at least
equal in value or market price to the amount of the repurchase obligations.
Repurchase agreements maturing in more than seven days are considered by the
Fund to be illiquid.

RISK FACTORS

     Because prices of securities fluctuate from day to day, the value of an
investment in the Fund will vary based upon the Fund's investment performance.
The value of your shares in the Fund may, at any time, be higher or lower than
your original cost. The Fund may invest in debt securities with varying
maturities. In general, the longer the maturity of a security, the higher the
yield and the greater the potential for price fluctuations. A decline in
interest rates generally produces an increase in the value of debt securities in
the Fund's portfolio, while an increase in interest rates usually reduces the
value of these securities.

ADDITIONAL RESTRICTIONS

     In addition to the investment objective and policies discussed above, the
Fund's investments are subject to other restrictions which are described in its
Statement of Additional Information. Unless otherwise stated, the Fund's
investment objective and restrictions are considered fundamental and cannot be
changed without shareholder approval. Unless expressly designated as a
fundamental policy, the Fund's investment policies may be changed without
shareholder approval by the Board of Trustees of the Fund.

IV. MANAGEMENT OF THE FUND

     The Board of Trustees of the Fund has overall responsibility for management
and supervision of the Fund. The Board meets at least quarterly. By virtue of
the functions performed by PMC as the Fund's investment adviser, the Fund
requires no employees other than its executive officers, all of whom receive
their compensation from PMC or other sources. The Statement of Additional
Information contains the name and general business and professional background
information of each Trustee and executive officer of the Fund.

   
     Mr. David Tripple, President and Chief Investment Officer of PMC and
Executive Vice President of each Pioneer mutual fund, has general responsibility
for PMC's investment operations and chairs a committee of PMC's equity managers
which reviews PMC's research and portfolio operations, including those of the
Fund. Mr. Tripple joined PMC in 1974. Theresa Hamacher, Senior Vice President of
PMC, oversees U.S. equity research and portfolio management.    

     Research and management of the Fund is the responsibility of a team of
portfolio managers and analysts focusing on equity securities. Members of the
team meet regularly to discuss holdings, prospective investments and portfolio
composition.

     Day-to-day management of the Fund has been the responsibility of Mr.
Jeffrey B. Poppenhagen, a Vice President of PMC and Vice President of the Fund,
since February 1996. Mr. Poppenhagen joined PMC in 1996 and has 10 years of
investment experience.

     The Fund is managed under a contract with PMC. PMC serves as investment
adviser to the Fund and is responsible for the overall management of the Fund's
business affairs,


                                        7

<PAGE>

   
subject only to the authority of the Fund's Board of Trustees. PMC is a wholly
owned subsidiary of The Pioneer Group, Inc. ("PGI"), a publicly traded Delaware
corporation. Pioneer Funds Distributor, Inc. ("PFD"), an indirect wholly owned
subsidiary of PGI, is the principal underwriter of the Fund. Prior to December
1, 1993, FMC acted as investment adviser and principal underwriter to the Fund.
    

     In addition to the Fund, PMC also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. PMC's and PFD's executive offices are located at 60
State Street, Boston, Massachusetts 02109. In an effort to avoid conflicts of
interest with the Fund, the Fund and PMC have adopted a Code of Ethics that is
designed to maintain a high standard of personal conduct by directing that all
personnel defer to the interests of the Fund and its shareholders in making
personal securities transactions.

   
     Under the terms of its contract with the Fund, PMC provides the Fund with
an investment program consistent with its investment objective and policies. PMC
furnishes the Fund with office space, equipment and personnel for managing the
affairs of the Fund. PMC also pays all expenses in connection with the
management of the affairs of the Fund except (a) 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;
(b) the charges and expenses of auditors; (c) the charges and expenses of any
custodian, transfer agent, plan agent, dividend disbursing agent and registrar
appointed by the Fund; (d) issue and transfer taxes chargeable to the Fund in
connection with securities transactions to which the Fund is a party; (e)
insurance premiums, interest charges, dues and fees for membership in trade
associations and all taxes and corporate fees payable by the Fund to federal,
state or other governmental agencies; (f) fees and expenses involved in
registering and maintaining registrations of the Fund and/or its shares with the
SEC, state securities agencies and foreign jurisdictions, including the
preparation of prospectuses and statements of additional information for filing
with such regulatory agencies; (g) 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;
(h) charges and expenses of legal counsel to the Fund and the Trustees; (i) if
applicable, distribution fees paid by the Fund to a Plan of Distribution in
accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940 Act; (j)
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 PFD; (k)
the cost of preparing and printing share certificates; and (l) interest on
borrowed money, if any. The Fund also pays all brokers' and underwriting
commissions chargeable to the Fund in connection with securities transactions to
which the Fund is a party.

     Orders for the Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances in which two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker-dealer provides investment research or brokerage services or sells shares
of any Pioneer mutual fund or other funds for which PMC or any affiliate serves
as investment adviser or manager. See the Statement of Additional Information
for a further description of PMC's brokerage allocation practices.

     As compensation for its management services and certain expenses which PMC
incurs, PMC is entitled to a management fee from the Fund at the annual rates
set forth below as a percentage of average daily net assets:    

   
<TABLE>
<CAPTION>
                      NET ASSETS                          ANNUAL FEE
                      ----------                          ----------
<S>                                                           <C>
For assets up to $250,000,000                                 .50%
For assets in excess of $250,000,000 to $300,000,000          .48%
Over $300,000,000                                             .45%
</TABLE>
    

   
     See "Expense Information" in this Prospectus and "Investment Adviser" in
the Statement of Additional Information for more information.

     John F. Cogan, Jr., Chairman and President of the Fund, President and a
Director of PGI, and Chairman and a Director of PMC and PFD, owned approximately
14% of the outstanding capital stock of PGI as of the date of this Prospectus.

     Certain information technology experts currently predict the possibility of
a widespread failure of computer systems and certain other equipment which will
be triggered on or after certain dates--primarily January 1, 2000--due to a
systemic inability to process date-related information. This scenario, commonly
known as the "Year 2000 Problem," could have an adverse impact on individuals
and businesses, including the Fund and other mutual funds and financial
organizations. PMC and its affiliates are taking steps believed to be adequate
to address the Year 2000 Problem with respect to the systems and equipment
controlled by the Fund's investment adviser, broker-dealer and transfer agent.
In addition, other entities providing services to the Fund and its shareholders
are being asked to provide assurances that they have undertaken similar measures
with respect to their systems and equipment. Although PMC is not expecting any
adverse impact on it or its clients from the Year 2000 Problem, it cannot
provide complete assurances that its efforts or the efforts of its key vendors
will be successful.    

V. FUND SHARE ALTERNATIVES

   
     The Fund continuously offers four Classes of shares designated as Class A,
Class B, Class C and Class Y shares. Information with regard the Class Y shares
of the Fund is available in a separate prospectus. Class A, Class B and Class C
shares are described more fully in "How to Buy Fund Shares." If you do not
specify in your instructions to the Fund which Class of shares you wish to
purchase, exchange or redeem, the Fund will assume that your instructions apply
to Class A shares.

     CLASS A SHARES. If you invest less than $1 million in Class A shares, you
will pay an initial sales charge. Certain purchases may qualify for reduced
initial sales charges. If you invest $1 million or more in Class A shares, no
sales charge will be imposed at the time of purchase; however, shares redeemed
within 12 months of purchase may be subject to a     


                                        8

<PAGE>


   
CDSC. Class A shares are subject to distribution and service fees at a combined
annual rate of up to 0.25% of the Fund's average daily net assets attributable
to Class A shares.    

     CLASS B SHARES. If you plan to invest up to $250,000, Class B shares are
available to you. Class B shares are sold without an initial sales charge, but
are subject to a CDSC of up to 4% if redeemed within six years. Class B shares
are subject to distribution and service fees at a combined annual rate of 1.00%
of the Fund's average daily net assets attributable to Class B shares. Your
entire investment in Class B shares is available to work for you from the time
you make your investment, but the higher distribution fee paid by Class B shares
will cause your Class B shares (until conversion) to have a higher expense ratio
and to pay lower dividends, to the extent dividends are paid, than Class A
shares. Class B shares will automatically convert to Class A shares, based on
relative net asset value, eight years after the initial purchase.

   
     CLASS C SHARES. Class C shares are sold without an initial sales charge,
but are subject to a 1% CDSC if they are redeemed within the first year after
purchase. Class C shares are subject to distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to Class C shares. Your entire investment in Class C shares is
available to work for you from the time you make your investment, but the higher
distribution fee paid by Class C shares will cause your Class C shares to have a
higher expense ratio and to pay lower dividends, to the extent dividends are
paid, than Class A shares. Class C shares have no conversion feature.    

     SELECTING A CLASS OF SHARES. The decision as to which Class to purchase
depends on the amount you invest, the intended length of the investment and your
personal situation. If you are making an investment that qualifies for reduced
sales charges, you might consider Class A shares. If you prefer not to pay an
initial sales charge on an investment of $250,000 or less and you plan to hold
the investment for at least six years, you might consider Class B shares. If you
prefer not to pay an initial sales charge and you plan to hold your investment
for one to eight years, you may prefer Class C shares.

   
     Investment dealers or their representatives may receive different
compensation depending on which Class of shares they sell. Shares may be
exchanged only for shares of the same Class of another Pioneer mutual fund, and
shares acquired in the exchange will continue to be subject to any CDSC
applicable to the shares of the Fund originally purchased. Shares sold outside
the U.S. to persons who are not U.S. citizens may be subject to different sales
charges, CDSCs and dealer compensation arrangements in accordance with local
laws and business practices.    

VI. SHARE PRICE

   
     Shares of the Fund are sold at the public offering price, which is the net
asset value per share, plus any applicable sales charge. Net asset value per
share of a Class of the Fund is determined by dividing the value of its assets,
less liabilities attributable to that Class, by the number of shares of that
Class outstanding. The net asset value is computed once daily, on each day the
New York Stock Exchange (the "Exchange") is open, as of the close of regular
trading on the Exchange.

     Securities are valued at the last sale price on the principal exchange or
market where they are traded. Securities which have not traded on the date of
valuation or securities for which sales prices are not generally reported are
valued at the mean between the current bid and asked prices. Securities quoted
in foreign currencies are converted to U.S. dollars utilizing foreign exchange
rates employed by the Fund's independent pricing services. Generally, trading in
foreign securities is substantially completed each day at various times prior to
the close of regular trading on the Exchange. The values of such securities used
in computing the net asset value of the Fund's shares are determined as of such
times. Foreign currency exchange rates are also generally determined prior to
the close of regular trading on the Exchange. Occasionally, events which affect
the values of such securities and such exchange rates may occur between the
times at which they are determined and the close of regular trading on the
Exchange and will therefore not be reflected in the computation of the Fund's
net asset value. If events materially affecting the value of such securities
occur during such period, then these securities may be valued at their fair
value as determined in good faith by the Trustees. All assets of the Fund for
which there is no other readily available valuation method are valued at their
fair value as determined in good faith by the Trustees.    

VII. HOW TO BUY FUND SHARES

   
     YOU MAY BUY FUND SHARES FROM ANY SECURITIES BROKER-DEALER WHICH HAS A SALES
AGREEMENT WITH PFD. IF YOU DO NOT HAVE A SECURITIES BROKER-DEALER, PLEASE CALL
1-800-225-6292. SHARES WILL BE PURCHASED AT THE PUBLIC OFFERING PRICE, THAT IS,
THE NET ASSET VALUE PER SHARE NEXT COMPUTED AFTER RECEIPT OF A PURCHASE ORDER,
PLUS ANY APPLICABLE SALES CHARGE, EXCEPT AS SET FORTH BELOW.

     The minimum initial investment is $1,000 for Class A, Class B and Class C
shares except as specified below. The minimum initial investment is $50 for
Class A accounts being established to utilize monthly bank drafts, government
allotments, payroll deduction and other similar automatic investment plans.
Separate minimum investment requirements apply to retirement plans and to
telephone and wire orders placed by broker-dealers; no sales charges or minimum
requirements apply to the reinvestment of dividends or capital gains
distributions. The minimum subsequent investment is $50 for Class A shares and
$500 for Class B and Class C shares, except that the subsequent minimum
investment amount for Class B and Class C share accounts may be as little as $50
if an automatic investment plan is established (see "Automatic Investment
Plans").    

     TELEPHONE PURCHASES. Your account is automatically authorized to have the
telephone purchase privilege unless you indicate otherwise on your Account
Application or by writing to Pioneering Services Corporation ("PSC"). The
telephone purchase option may be used to purchase additional shares for an
existing Pioneer mutual fund account; it may not be used to establish a new
account. Proper account identification will be required for each telephone
purchase. A


                                        9

<PAGE>

maximum of $25,000 per account may be purchased by telephone each day. The
telephone purchase privilege is available to Individual Retirement Accounts
("IRAs") but may not be available to other types of retirement plan accounts.
Call PSC for more information.

     YOU ARE STRONGLY URGED TO CONSULT WITH YOUR FINANCIAL REPRESENTATIVE PRIOR
TO REQUESTING A TELEPHONE PURCHASE. To purchase shares by telephone, you must
establish your bank account of record by completing the appropriate section of
your Account Application or an Account Options Form. PSC will electronically
debit the amount of each purchase from this predesignated bank account.
Telephone purchases may not be made for 30 days after the establishment of your
bank of record or any change to your bank information.

   
     Telephone purchases will be priced at the net asset value plus any
applicable sales charge next determined after PSC's receipt of a telephone
purchase instruction and receipt of good funds (usually three days after the
purchase instruction). You may always elect to deliver purchases to PSC by mail.
See "Telephone Transactions" for additional information.    

CLASS A SHARES

   
     You may buy Class A shares at the public offering price, including a sales
charge, as follows:    

<TABLE>
<CAPTION>
                                     SALES CHARGE AS A % OF     DEALER
                                    -----------------------    ALLOWANCE
                                                     NET       AS A % OF
                                     OFFERING      AMOUNT      OFFERING
        AMOUNT OF PURCHASE             PRICE      INVESTED       PRICE
- - ---------------------------------   ----------   ----------   ----------
<S>                                 <C>          <C>          <C>
Less than $50,000                   5.75%        6.10%        5.00%
$50,000 but less than $100,000      4.50%        4.71%        4.00%
$100,000 but less than $250,000     3.50%        3.63%        3.00%
$250,000 but less than $500,000     2.50%        2.56%        2.00%
$500,000 but less than
  $1,000,000                        2.00%        2.04%        1.75%
$1,000,000 or more                   -0-          -0-         see below
</TABLE>

     The schedule of sales charges above is applicable to purchases of Class A
shares of the Fund by (i) an individual, (ii) an individual and his or her
spouse and children under the age of 21 and (iii) a trustee or other fiduciary
of a trust estate or fiduciary account or related trusts or accounts including
pension, profit-sharing and other employee benefit trusts qualified under
Section 401 or 408 of the Internal Revenue Code of 1986, as amended (the
"Code"), although more than one beneficiary is involved. The sales charges
applicable to a current purchase of Class A shares of the Fund by a person
listed above is determined by adding the value of shares to be purchased to the
aggregate value (at the then current offering price) of shares of any of the
other Pioneer mutual funds previously purchased and then owned, provided PFD is
notified by such person or his or her broker-dealer each time a purchase is made
which would qualify. Pioneer mutual funds include all mutual funds for which PFD
serves as principal underwriter. At the sole discretion of PFD, holdings of
funds domiciled outside the U.S., but which are managed by affiliates of PMC,
may be included for this purpose.

     No sales charge is payable at the time of purchase on investments of $1
million or more or for purchases by participants in certain group plans
(described below) subject to a CDSC of 1% which may be imposed in the event of a
redemption of Class A shares within 12 months of purchase. See "How to Sell Fund
Shares." PFD may, in its discretion, pay a commission to broker-dealers who
initiate and are responsible for such purchases as follows: 1% on the first $5
million invested; 0.50% on the next $45 million; and 0.25% on the excess over
$50 million. These commissions will not be paid if the purchaser is affiliated
with the broker-dealer or if the purchase represents the reinvestment of a
redemption made during the previous 12 calendar months. Broker-dealers who
receive a commission in connection with Class A share purchases at net asset
value by 401(a) or 401(k) retirement plans with 1,000 or more eligible
participants or with at least $10 million in plan assets will be required to
return any commission paid or a pro rata portion thereof if the retirement plan
redeems its shares within 12 months of purchase. See also "How to Sell Fund
Shares." In connection with PGI's acquisition of FMC and contingent upon the
achievement of certain sales objectives, PFD may pay to Mutual of Omaha Investor
Services, Inc. 50% of PFD's retention of any sales commission on sales of the
Fund's Class A shares through such dealer. From time to time, PFD may elect to
reallow the entire initial sales charge to participating dealers for all sales
of Class A shares with respect to which orders are placed during a particular
period. Dealers to whom substantially the entire sales charge is reallowed may
be deemed to be underwriters under the federal securities laws.

   
     QUALIFYING FOR A REDUCED SALES CHARGE. Class A shares of the Fund may be
sold at a reduced or eliminated sales charge to certain group plans ("Group
Plans") under which a sponsoring organization makes recommendations to, permits
group solicitation of, or otherwise facilitates purchases by, its employees,
members or participants. Class A shares of the Fund may be sold at net asset
value per share without a sales charge to 401(k) retirement plans with 100 or
more participants or at least $500,000 in plan assets. Information about such
arrangements is available from PFD.    

     Class A shares of the Fund may also be sold at net asset value per share
without a sales charge to: (a) current or former Trustees and officers of the
Fund and partners and employees of its legal counsel; (b) current or former
directors, officers, employees or sales representatives of PGI or its
subsidiaries; (c) current or former directors, officers, employees or sales
representatives of any subadviser or predecessor investment adviser to any
investment company for which PMC serves as investment adviser, and the
subsidiaries or affiliates of such persons; (d) current or former officers,
partners, employees or registered representatives of broker-dealers which have
entered into sales agreements with PFD; (e) members of the immediate families of
any of the persons above; (f) any trust, custodian, pension, profit-sharing or
other benefit plan of the foregoing persons; (g) insurance company separate
accounts; (h) certain "wrap accounts" for the benefit of clients of financial
planners adhering to standards established by PFD; (i) other funds and accounts
for which PMC or any affiliate serves as investment adviser or manager; and (j)
certain unit investment trusts. Shares so purchased are purchased for investment
purposes and may not be resold except through redemption or repurchase by or on
behalf of the Fund. The availability of this privilege is conditioned upon the
receipt by PFD of written notification of eligibility.


                                       10

<PAGE>


     Class A shares of the Fund may be sold at net asset value per share without
a sales charge to Optional Retirement Program (the "Program") participants if
(i) the employer has authorized a limited number of investment company providers
for the Program, (ii) all authorized investment company providers offer their
shares to Program participants at net asset value, (iii) the employer has agreed
in writing to actively promote the authorized investment providers to Program
participants and (iv) the Program provides for a matching contribution for each
participant contribution. Shares of the Fund may also be sold at net asset value
without a sales charge in connection with certain reorganization, liquidation or
acquisition transactions involving other investment companies or personal
holding companies.

     Reduced sales charges are available for purchases of $50,000 or more of
Class A shares (excluding any reinvestments of dividends and capital gains
distributions) made within a 13-month period pursuant to a Letter of Intent
("LOI") which may be established by completing the Letter of Intent section of
the Account Application. The reduced sales charge will be the charge that would
be applicable to the purchase of the specified amount of Class A shares as if
the shares hadall been purchased at the same time. A purchase not made pursuant
to an LOI may be included if the LOI is submitted to PSC within 90 days of such
purchase. You may also obtain the reduced sales charge by including the value
(at current offering price) of all your Class A shares in the Fund and all other
Pioneer mutual funds held of record as of the date of your LOI in the amount
used to determine the applicable sales charge for the Class A shares to be
purchased under the LOI. Five percent of your total intended purchase amount
will be held in escrow by PSC, registered in your name, until the terms of the
LOI are fulfilled.

     You are not obligated to purchase the amount specified in your LOI. If,
however, the amount actually purchased during the 13-month period is more or
less than that indicated in your LOI, an adjustment in the sales charge will be
made. If a payment to cover actual sales charges is due, it must be paid to PFD
within 20 days after PFD or your dealer sends you a written request otherwise
PFD will direct PSC to liquidate sufficient shares from your escrow account to
cover the amount due. See the Statement of Additional Information for more
information.

     Investors who are clients of a broker-dealer with a current sales agreement
with PFD may purchase Class A shares of the Fund at net asset value, without a
sales charge, to the extent that the purchase price is paid out of proceeds from
one or more redemptions by the investor of shares of certain other mutual funds.
In order for a purchase to qualify for this privilege, the investor must
document to the broker-dealer that the redemption occurred within the 60 days
immediately preceding the purchase of Class A shares; that the client paid a
sales charge on the original purchase of the shares redeemed; and that the
mutual fund whose shares were redeemed also offers net asset value purchases to
redeeming shareholders of any of the Pioneer mutual funds. Further details may
be obtained from PFD.

CLASS B SHARES

     You may buy Class B shares at the net asset value per share next computed
after receipt of a purchase order without the imposition of an initial sales
charge; however, Class B shares redeemed within six years of purchase will be
subject to a CDSC at the rates shown in the table below. The charge will be
assessed on the amount equal to the lesser of the current market value or the
original purchase cost of the shares being redeemed. No CDSC will be imposed on
increases in account value above the initial purchase price, including shares
derived from the reinvestment of dividends or capital gains distributions.

     The amount of the CDSC, if any, will vary depending on the number of years
from the time of purchase until the time of redemption of Class B shares. For
the purpose of determining the number of years from the time of any purchase,
all payments during a quarter will be aggregated and deemed to have been made on
the first day of that quarter. In processing redemptions of Class B shares, the
Fund will first redeem shares not subject to any CDSC, and then shares held
longest during the six-year period. As a result, you will pay the lowest
possible CDSC.

     The CDSC for Class B shares subject to a CDSC upon redemption will be
determined as follows:

   
<TABLE>
<CAPTION>
                                      CDSC AS A %
YEAR SINCE                          OF DOLLAR AMOUNT
PURCHASE                            SUBJECT TO CDSC
- - --------                            ---------------
<S>                                       <C>
First ..........................          4.0%
Second .........................          4.0%
Third ..........................          3.0%
Fourth .........................          3.0%
Fifth ..........................          2.0%
Sixth ..........................          1.0%
Seventh and thereafter .........          none
</TABLE>
    

   
     Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to the
Fund in connection with the sale of Class B shares, including the payment of
compensation to broker-dealers.

     Class B shares will automatically convert into Class A shares at the
beginning of the calendar quarter that is eight years after the purchase date,
except as noted below. Class B shares acquired by exchange from Class B shares
of another Pioneer mutual fund will convert into Class A shares based on the
date of the initial purchase and the applicable CDSC. Class B shares acquired
through reinvestment of distributions will convert into Class A shares based on
the date of the initial purchase to which such shares relate. For this purpose,
Class B shares acquired through reinvestment of distributions will be attributed
to particular purchases of Class B shares in accordance with such procedures as
the Trustees may determine from time to time. The conversion of Class B shares
to Class A shares is subject to the continuing availability of a ruling from the
Internal Revenue Service (the "IRS") that such conversions will not constitute
taxable events for federal tax purposes. The conversion of Class B shares to
Class A shares will not occur if such ruling is not available and, therefore,
Class B shares would continue to be subject to higher expenses than Class A
shares for an indeterminate period.    


                                       11

<PAGE>


CLASS C SHARES
   
     You may buy Class C shares at net asset value per share next computed after
receipt of a purchase order without the imposition of an initial sales charge;
however, Class C shares redeemed within one year of purchase will be subject to
a CDSC of 1%. The charge will be assessed on the amount equal to the lesser of
the current market value or the original purchase cost of the shares being
redeemed. No CDSC will be imposed on increases in account value above the
initial purchase price, including shares derived from the reinvestment of
dividends or capital gains distributions. Class C shares do not convert to any
other Class of Fund shares.    

     For the purpose of determining the time of any purchase, all payments
during a quarter will be aggregated and deemed to have been made on the first
day of that quarter. In processing redemptions of Class C shares, the Fund will
first redeem shares not subject to any CDSC, and then shares held for the
shortest period of time during the one-year period. As a result, you will pay
the lowest possible CDSC.

   
     Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to the
Fund in connection with the sale of Class C shares, including the payment of
compensation to broker-dealers.

     WAIVER OR REDUCTION OF CONTINGENT DEFERRED SALES CHARGE. The CDSC on Class
B shares may be waived or reduced for non-retirement accounts if: (a) the
redemption results from the death of all registered owners of an account (in the
case of an UGMA, an UTMA or a trust account, the waiver applies upon the death
of all beneficial owners) or a total and permanent disability (as defined in
Section 72 of the Code) of all registered owners occurring after the purchase of
the shares being redeemed or (b) the redemption is made in connection with
limited automatic redemptions as set forth in "Systematic Withdrawal Plans"
(limited in any year to 10% of the value of the account in the Fund at the time
the withdrawal plan is established).    

     The CDSC on Class B shares may be waived or reduced for retirement plan
accounts if: (a) the redemption results from the death or a total and permanent
disability (as defined in Section 72 of the Code) occurring after the purchase
of the shares being redeemed of a shareholder or participant in an employer-
sponsored retirement plan; (b) the distribution is to a participant in an IRA,
403(b) or employer-sponsored retirement plan, is part of a series of
substantially equal payments made over the life expectancy of the participant or
the joint life expectancy of the participant and his or her beneficiary or as
scheduled periodic payments to a participant (limited in any year to 10% of the
value of the participant's account at the time the distribution amount is
established; a required minimum distribution due to the participant's attainment
of age 701/2 may exceed the 10% limit only if the distribution amount is based
on plan assets held in Pioneer mutual funds); (c) the distribution is from a
401(a) or 401(k) retirement plan and is a return of excess employee deferrals or
employee contributions or a qualifying hardship distribution as defined by the
Code or results from a termination of employment (limited with respect to a
termination to 10% per year of the value of the plan's assets in the Fund as of
the later of the prior December 31 or the date the account was established
unless the plan's assets are being rolled over to or reinvested in the same
class of shares of a Pioneer mutual fund subject to the CDSC of the shares
originally held); (d) the distribution is from an IRA, 403(b) or
employer-sponsored retirement plan and is to be rolled over to or reinvested in
the same class of shares in a Pioneer mutual fund and which will be subject to
the applicable CDSC upon redemption; (e) the distribution is in the form of a
loan to a participant in a plan which permits loans (each repayment of the loan
will constitute a new sale which will be subject to the applicable CDSC upon
redemption); or (f) the distribution is from a qualified defined contribution
plan and represents a participant's directed transfer (provided that this
privilege has been pre-authorized through a prior agreement with PFD regarding
participant directed transfers).

     The CDSC on Class C shares and on any Class A shares subject to a CDSC may
be waived or reduced as follows: (a) for automatic redemptions as described in
"Systematic Withdrawal Plans" (limited to 10% of the value of the account); (b)
if the redemption results from the death or a total and permanent disability (as
defined in Section 72 of the Code) occurring after the purchase of the shares
being redeemed of a shareholder or participant in an employer-sponsored
retirement plan; (c) if the distribution is part of a series of substantially
equal payments made over the life expectancy of the participant or the joint
life expectancy of the participant and his or her beneficiary; or (d) if the
distribution is to a participant in an employer-sponsored retirement plan and is
(i) a return of excess employee deferrals or contributions, (ii) a qualifying
hardship distribution as defined by the Code, (iii) from a termination of
employment, (iv) in the form of a loan to a participant in a plan which permits
loans, or (v) from a qualified defined contribution plan and represents a
participant's directed transfer (provided that this privilege has been
pre-authorized through a prior agreement with PFD regarding participant directed
transfers).

     The CDSC on any shares subject to a CDSC may be waived or reduced for
either non-retirement or retirement plan accounts if the redemption is made
pursuant to each Fund's right to liquidate or involuntarily redeem shares in a
shareholder's account. The CDSC on any shares subject to a CDSC will not be
applicable if the selling broker-dealer elects, with PFD's approval, to waive
receipt of the commission normally paid at the time of the sale.

   
     BROKER-DEALERS. An order for any Class of Fund shares received by a
broker-dealer prior to the close of regular trading on the Exchange is confirmed
at the price appropriate for that Class as determined at the close of regular
trading on the Exchange on the day the order is received, provided the order is
received by PFD prior to PFD's close of business (usually, 5:30 p.m. Eastern
time). It is the responsibility of broker-dealers to transmit orders so that
they will be received by PFD prior to its close of business. PFD or its
affiliates may provide additional compensation to certain dealers or such
dealers' affiliates based on certain objective criteria established from time to
time by PFD. All such payments are made out of PFD's or the affiliate's own
assets. These payments will not change     


                                       12

<PAGE>


   
the price an investor will pay for shares or the amount that the Fund will
receive from such sale.    

   
     GENERAL. The Fund reserves the right in its sole discretion to withdraw all
or any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund. An order to
purchase shares is not binding on, and may be rejected by, PFD until it has been
confirmed in writing by PFD and payment has been received.    

VIII. HOW TO SELL FUND SHARES

     You can arrange to sell (redeem) Fund shares on any day the Exchange is
open by selling either some or all of your shares to the Fund.

     You may sell your shares either through your broker-dealer or directly to
the Fund. Please note the following:

   
[bullet] If you are selling shares from a retirement account, other than an IRA,
         you must make your request in writing (except for exchanges to other
         Pioneer mutual funds which can be requested by phone or in writing).
         Call 1-800-622-0176 for more information.

[bullet] If you are selling shares from a non-retirement account or IRA, you may
         use any of the methods described below.

     Your shares will be sold at the share price next calculated after your
order is received in good order less any applicable CDSC. Sale proceeds
generally will be sent to you by check, bank wire, or electronic funds transfer
normally within seven days after your order is received in good order. The Fund
reserves the right to withhold payment of the sale proceeds until checks
received by the Fund in payment for the shares being sold have cleared, which
may take up to 15 calendar days from the purchase date.

     IN WRITING. You may sell your shares by delivering a written request,
signed by all registered owners, in good order to PSC; however, you must use a
written request, including a signature guarantee, to sell your shares if any of
the following applies:    

[bullet] you wish to sell over $100,000 worth of shares,

[bullet] your account registration or address has changed within the last 30
         days,

[bullet] the check is not being mailed to the address on your account (address
         of record),

[bullet] the check is not being made out to the account owners, or

[bullet] the sale proceeds are being transferred to a Pioneer mutual fund
         account with a different registration.

     Your request should include your name, the Fund's name, your fund account
number, the Class of shares to be redeemed, the dollar amount or number of
shares to be redeemed, and any other applicable requirements as described below.
Unless instructed otherwise, PSC will send the proceeds of the sale to the
address of record. Fiduciaries and corporations are required to submit
additional documents. For more information, contact PSC at 1-800-225-6292.

     Written requests will not be processed until they are received in good
order by PSC. Good order means that there are no outstanding claims or requests
to hold redemptions on the account, any certificates are endorsed by the record
owner(s) exactly as the shares are registered and the signature(s) are
guaranteed by an eligible guarantor. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union (if authorized under state
law), securities exchange or association, clearing agency or savings
association. A notary public cannot provide a signature guarantee. Signature
guarantees are not accepted by facsimile ("fax"). For additional information
about the necessary documentation for redemption by mail, please contact PSC at
1-800-225-6292.

   
     BY TELEPHONE OR BY FAX. Your account is automatically authorized to have
the telephone redemption privilege unless you indicate otherwise on your Account
Application or by writing to PSC. Proper account identification will be required
for each telephone redemption. The telephone redemption option is not available
to retirement plan accounts, except IRAs. You may redeem up to $100,000 per
account per day of your shares by telephone or fax and receive the proceeds by
check or bank wire or electronic funds transfer. To receive the proceeds by
check: the check must be made payable exactly as the account is registered and
the check must be sent to the address of record which must not have changed in
the last 30 days. To receive the proceeds by bank wire or by electronic funds
transfer: the proceeds must be sent to your bank address of record which must
have been properly predesignated either on your Account Application or on an
Account Options Form and which must not have changed in the last 30 days. To
redeem by fax send your redemption request to 1-800-225-4240. You may always
elect to deliver redemption instructions to PSC by mail. See "Telephone
Transactions" below. Telephone and fax redemptions will be priced as described
above. YOU ARE STRONGLY URGED TO CONSULT WITH YOUR FINANCIAL REPRESENTATIVE
PRIOR TO REQUESTING A TELEPHONE REDEMPTION.    

     SELLING SHARES THROUGH YOUR BROKER-DEALER. The Fund has authorized PFD to
act as its agent in the repurchase of shares of the Fund from qualified
broker-dealers and reserves the right to terminate this procedure at any time.
Your broker-dealer must receive your request before the close of business on the
Exchange and transmit it to PFD before PFD's close of business to receive that
day's redemption price. Your broker-dealer is responsible for providing all
necessary documentation to PFD and may charge you for its services.

     SMALL ACCOUNTS. The minimum account value is $500. If you hold shares of
the Fund in an account with a net asset value of less than the minimum required
amount due to redemptions or exchanges, the Fund may redeem the shares held in
this account at net asset value if you have not increased the net asset value of
the account to at least the minimum required amount within six months of notice
by the Fund to you of the Fund's intention to redeem the shares.

     CDSC ON CLASS A SHARES. Purchases of Class A shares of $1 million or more,
or by participants in a Group Plan which were not subject to an initial sales
charge, may be subject to


                                       13

<PAGE>

a CDSC upon redemption. A CDSC is payable to PFD on these investments in the
event of a share redemption within 12 months following the share purchase, at
the rate of 1% of the lesser of the value of the shares redeemed (exclusive of
reinvested dividend and capital gain distributions) or the total cost of such
shares. Shares subject to the CDSC which are exchanged into another Pioneer
mutual fund will continue to be subject to the CDSC until the original 12-month
period expires. However, no CDSC is payable upon redemption with respect to
Class A shares purchased by 401(a) or 401(k) retirement plans with 1,000 or more
eligible participants or with at least $10 million in plan assets.

     GENERAL. Redemptions may be suspended or payment postponed during any
period in which any of the following conditions exist: the Exchange is closed or
trading on the Exchange is restricted; an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably practicable or
it is not reasonably practicable for the Fund to fairly determine the value of
the net assets of its portfolio; or the SEC, by order, so permits.

     Redemptions and repurchases are taxable transactions to shareholders. The
net asset value per share received upon redemption or repurchase may be more or
less than the cost of shares to an investor, depending on the market value of
the portfolio at the time of redemption or repurchase.

IX. HOW TO EXCHANGE FUND SHARES

          WRITTEN EXCHANGES. You may exchange your shares by sending a letter of
     instruction to PSC. Your letter should include your name, the name of the
     Pioneer mutual fund out of which you wish to exchange and the name of the
     Pioneer mutual fund into which you wish to exchange, your fund account
     number(s), the Class of shares to be exchanged and the dollar amount or
     number of shares to be exchanged. Written exchange requests must be signed
     by all record owner(s) exactly as the shares are registered.

   
          TELEPHONE EXCHANGES. Your account is automatically authorized to have
     the telephone exchange privilege unless you indicate otherwise on your
     Account Application or by writing to PSC. Proper account identification
     will be required for each telephone exchange. Telephone exchanges may not
     exceed $500,000 per account per day. Each telephone exchange request,
     whether by voice or by FactFone(SM), will be recorded. YOU ARE STRONGLY
     URGED TO CONSULT WITH YOUR FINANCIAL REPRESENTATIVE PRIOR TO REQUESTING A
     TELEPHONE EXCHANGE. See "Telephone Transactions" below.    

          AUTOMATIC EXCHANGES. You may automatically exchange shares from one
     Pioneer mutual fund account for shares of the same Class in another Pioneer
     mutual fund account on a monthly or quarterly basis. The accounts must have
     identical registrations and the originating account must have a minimum
     balance of $5,000. The exchange will be effective on the day of the month
     designated on your Account Application or Account Options Form.

     GENERAL. Exchanges must be at least $1,000. You may exchange your
investment from one Class of Fund shares at net asset value, without a sales
charge, for shares of the same Class of any other Pioneer mutual fund. Not all
Pioneer mutual funds offer more than one Class of shares. A new Pioneer mutual
fund account opened through an exchange must have a registration identical to
that on the original account.

     Shares which would normally be subject to a CDSC upon redemption will not
be charged the applicable CDSC at the time of an exchange. Shares acquired in an
exchange will be subject to the CDSC of the shares originally held. For purposes
of determining the amount of any applicable CDSC, the length of time you have
owned shares acquired by exchange will be measured from the date you acquired
the original shares and will not be affected by any subsequent exchange.

   
     Exchange requests received by PSC before 4:00 p.m. Eastern time will be
effective on that day if the requirements above have been met, otherwise, they
will be effective on the next business day. PSC will process exchanges only
after receiving an exchange request in good order. There are currently no fees
or sales charges imposed at the time of an exchange. An exchange of shares may
be made only in states where legally permitted. For federal and (generally)
state income tax purposes, an exchange is considered to be a sale of the shares
of the fund exchanged and a purchase of shares in another Pioneer mutual fund.
Therefore, an exchange could result in a gain or loss on the shares sold,
depending on the tax basis of these shares and the timing of the transaction,
and special tax rules may apply.    

     You should consider the differences in objectives and policies of the
Pioneer mutual funds, as described in each fund's current prospectus, before
making any exchange. For the protection of the Fund's performance and
shareholders, the Fund and PFD reserve the right to refuse any exchange request
or restrict, at any time without notice, the number and/or frequency of
exchanges to prevent abuses of the exchange privilege. Such abuses may arise
from frequent trading in response to short-term market fluctuations, a pattern
of trading by an individual or group that appears to be an attempt to "time the
market," or any other exchange request which, in the view of management, will
have a detrimental effect on the Fund's portfolio management strategy or its
operations. In addition, the Fund and PFD reserve the right to charge a fee for
exchanges or to modify, limit, suspend or discontinue the exchange privilege
with notice to shareholders as required by law.

X. DISTRIBUTION PLANS

   
     The Fund has adopted a Plan of Distribution for each Class of shares except
Class Y shares (the "Class A Plan," "Class B Plan," and "Class C Plan") in
accordance with Rule 12b-1 under the 1940 Act pursuant to which certain
distribution and service fees are paid to PFD.    

   
     Pursuant to the Class A Plan, the Fund reimburses PFD for its actual
expenditures to finance any activity primarily intended to result in the sale of
Class A shares or to provide services to holders of Class A shares, provided the
categories of expenses for which reimbursement is made are approved by the
Fund's Board of Trustees. As of the date of this Prospectus, the Board of
Trustees has approved the following categories of expenses for Class A shares of
the Fund: (i) a service fee to be paid to qualified broker-dealers in an amount
not to exceed 0.25% per annum of the Fund's aver-     


                                       14

<PAGE>

   
age daily net assets attributable to Class A shares; (ii) reimbursement to PFD
for its expenditures for broker-dealer commissions and employee compensation on
certain sales of the Fund's Class A shares with no initial sales charge (see
"How to Buy Fund Shares"); and (iii) reimbursement to PFD for expenses incurred
in providing services to Class A shareholders and supporting broker-dealers and
other organizations (such as banks and trust companies) in their efforts to
provide such services. Banks are currently prohibited under the Glass-Steagall
Act from providing certain underwriting or distribution services. If a bank was
prohibited from acting in any capacity or providing any of the described
services, management would consider what action, if any, would be appropriate.
    

     Expenditures of the Fund pursuant to the Class A Plan are accrued daily and
may not exceed 0.25% of the Fund's average daily net assets attributable to
Class A shares. Distribution expenses of PFD are expected to substantially
exceed the distribution fees paid by the Fund in a given year. The Class A Plan
may not be amended to increase materially the annual percentage limitation of
average net assets which may be spent for the services described therein without
approval of the Fund's Class A shareholders.

   
     Both the Class B Plan and the Class C Plan provide that the Fund will
compensate PFD by paying a distribution fee at the annual rate of 0.75% of the
Fund's average daily net assets attributable to the applicable Class of shares
and will pay PFD a service fee at the annual rate of 0.25% of the Fund's average
daily net assets attributable to that Class of shares. The distribution fee is
intended to compensate PFD for its Class B and Class C distribution services to
the Fund. The service fee is intended to be additional compensation for personal
services and/or account maintenance services with respect to Class B and Class C
shares. PFD also receives the proceeds of any CDSC imposed on the redemption of
Class B and Class C shares.    

   
     Commissions of 4%, equal to 3.75% of the amount invested and a first year's
service fee equal to 0.25% of the amount invested in Class B shares, are paid to
broker-dealers who have sales agreements with PFD. PFD may advance to dealers
the first-year service fee at a rate up to 0.25% of the purchase price of such
shares and, as compensation therefor, PFD may retain the service fee paid by the
Fund with respect to such shares for the first year after purchase. Dealers will
become eligible for additional service fees with respect to such shares
commencing in the 13th month following the purchase. Commissions of up to 1% of
the amount invested in Class C shares, consisting of 0.75% of the amount
invested and a first year's service fee of 0.25% of the amount invested, are
paid to broker-dealers who have sales agreements with PFD. PFD may advance to
dealers the first-year service fee at a rate up to 0.25% of the purchase price
of such shares and, as compensation therefor, PFD may retain the service fee
paid by the Fund with respect to such shares for the first year after purchase.
Commencing in the 13th month following the purchase of Class C shares, dealers
will become eligible for additional annual distribution fees and service fees of
up to 0.75% and 0.25%, respectively, of the net asset value of such shares.    

     When a broker-dealer sells Class B or Class C shares and elects, with PFD's
approval, to waive its right to receive the commission normally paid at the time
of the sale, PFD may cause all or a portion of the distribution fees described
above to be paid to the broker-dealer.

     Dealers may from time to time be required to meet certain criteria in order
to receive service fees. PFD or its affiliates are entitled to retain all
service fees payable under the Class B Plan or the Class C Plan for which there
is no dealer of record or for which qualification standards have not been met as
partial consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.

XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION

     The Fund has elected to be treated, has qualified, and intends to qualify
each year as a "regulated investment company" under Subchapter M of the Code, so
that it will not pay federal income tax on income and capital gains distributed
to shareholders as required under the Code.

     Under the Code, the Fund will be subject to a nondeductible 4% federal
excise tax on a portion of its undistributed ordinary income and capital gains
if it fails to meet certain distribution requirements with respect to each
calendar year. The Fund intends to make distributions in a timely manner and
accordingly does not expect to be subject to the excise tax.

   
     The Fund's policy is to pay to shareholders dividends from net investment
income, if any, and to make distributions from net long-term capital gains, if
any, usually in December. Distributions from net short-term capital gains, if
any, may be paid with such dividends; dividends from income and/or capital gains
may also be paid at such other times as may be necessary for the Fund to avoid
federal income or excise tax. Generally, dividends from the Fund's net
investment income, market discount income, net short-term capital gains and
certain net foreign exchange gains are taxable under the Code as ordinary
income, and dividends from the Fund's net long-term capital gains are taxable as
long-term capital gains. The Fund's distributions of long-term capital gains to
individuals or other noncorporate taxpayers are subject to different maximum tax
rates (which will be indicated in the annual tax information the Fund provides
to shareholders), depending generally upon the sources of, and the Fund's
holding periods for the assets that produce, the gains.    

     UNLESS SHAREHOLDERS SPECIFY OTHERWISE, ALL DISTRIBUTIONS WILL BE
AUTOMATICALLY REINVESTED IN ADDITIONAL FULL AND FRACTIONAL SHARES OF THE FUND.
FOR FEDERAL INCOME TAX PURPOSES, ALL DIVIDENDS ARE TAXABLE AS DESCRIBED ABOVE
WHETHER A SHAREHOLDER TAKES THEM IN CASH OR REINVESTS THEM IN ADDITIONAL SHARES
OF THE FUND. Information as to the federal tax status of dividends and
distributions will be provided to shareholders annually. For further information
on the distribution options available to shareholders, see "Distribution
Options" and "Directed Dividends" below.

   
     Distributions by the Fund of the dividend income it receives from U.S.
corporations may qualify for the dividends-received deduction for corporate
shareholders, subject to holding-     


                                       15

<PAGE>

   
period requirements and debt-financing restrictions under the Code.    

     The Fund may be subject to foreign withholding taxes or other foreign taxes
on income (possibly including, in some cases, capital gains) from certain of its
foreign investments, which will reduce the yield on or return from those
investments. If, as anticipated, the Fund does not qualify to pass such taxes
through to its shareholders, they will neither treat such taxes as additional
income nor be entitled to any associated foreign tax credits or deductions.

     Dividends and other distributions and the proceeds of redemptions,
exchanges or repurchases of Fund shares paid to individuals and other non-exempt
payees will be subject to 31% backup withholding of federal income tax if the
Fund is not provided with the shareholder's correct taxpayer identification
number and certification that the number is correct and that the shareholder is
not subject to backup withholding or if the Fund receives notice from the IRS or
a broker that such withholding applies. Please refer to the Account Application
for additional information.

   
     The description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or U.S.
corporations, partnerships, trusts or estates and who are subject to U.S.
federal income tax. Non-U.S. shareholders and tax-exempt shareholders are
subject to tax treatment that is not described above. Shareholders should
consult their own tax advisors regarding state, local and other applicable tax
laws, including the effect of recent federal tax legislation, in their
particular circumstances.    

XII. SHAREHOLDER SERVICES

   
     PSC is the shareholder services and transfer agent for shares of the Fund.
PSC, a Massachusetts corporation, is a wholly owned subsidiary of PGI. PSC's
offices are located at 60 State Street, Boston, Massachusetts 02109, and
inquiries to PSC should be mailed to Shareholder Services, Pioneering Services
Corporation, P.O. Box 9014, Boston, Massachusetts 02205-9014. Brown Brothers
Harriman & Co. (the "Custodian") serves as custodian of the Fund's portfolio
securities and other assets. The principal business address of the mutual fund
division of the Custodian is 40 Water Street, Boston, Massachusetts 02109.    

ACCOUNT AND CONFIRMATION STATEMENTS

     PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing the
details of transactions are sent to shareholders as transactions occur, except
Automatic Investment Plan transactions which are confirmed quarterly. The
Pioneer Combined Account Statement, mailed quarterly, is available to
shareholders who have more than one Pioneer mutual fund account.

   
     Shareholders whose shares are held in the name of an investment
broker-dealer or other party will not normally have an account with the Fund and
might not be able to utilize some of the services available to shareholders of
record. Examples of services which might not be available are purchases,
exchanges or redemptions of shares by mail or telephone, automatic reinvestment
of dividends and capital gains distributions, withdrawal plans, LOIs, rights of
accumulation and newsletters.    

ADDITIONAL INVESTMENTS

     You may add to your account by sending a check (minimum of $50 for Class A
shares and $500 for Class B and Class C shares) to PSC (account number and Class
of shares should be clearly indicated). The bottom portion of a confirmation
statement may be used as a remittance slip to make additional investments.

     Additions to your account, whether by check or through a Pioneer
Investomatic Plan, are invested in full and fractional shares of the Fund at the
applicable offering price in effect as of the close of regular trading on the
Exchange on the day of receipt.

AUTOMATIC INVESTMENT PLANS

   
     You may arrange for regular automatic investments of $50 or more through
government/military allotments, payroll deduction or through a Pioneer
Investomatic Plan. A Pioneer Investomatic Plan provides for a monthly or
quarterly investment by means of a preauthorized electronic funds transfer from
your bank account. Pioneer Investomatic Plan investments are voluntary, and you
may discontinue your plan at any time or change your plan elections for the
dollar amount, frequency or investment date by calling PSC at 1-800-225-6292, or
by sending a written request to Shareholder Services, Pioneering Services
Corporation, P.O. Box 9014, Boston, Massachusetts 02205-9014. You should allow
up to five business days for PSC to make changes to an established plan. PSC
acts as agent for the purchaser, the broker-dealer and PFD in maintaining these
plans.    

FINANCIAL REPORTS AND TAX INFORMATION

     As a shareholder, you will receive financial reports at least semiannually.
In January of each year, the Fund will mail you information about the tax status
of dividends and distributions.

DISTRIBUTION OPTIONS

     Dividends and capital gains distributions, if any, will automatically be
invested in additional shares of the Fund, at the applicable net asset value per
share, unless you indicate another option on the Account Application. Two other
options available are (a) dividends in cash and capital gains distributions in
additional shares; and (b) all dividends and capital gains distributions in
cash. These two options are not available, however, for retirement plans or for
an account with a net asset value of less than $500. Changes in your
distribution options may be made by written request to PSC.

   
     If you elect to receive either dividends or dividends and capital gains in
cash and a distribution check issued to you is returned by the U.S. Postal
Service as not deliverable or a distribution check remains uncashed for six
months or more, the amount of the check may be reinvested in your account. Such
additional shares will be purchased at the then current net asset value.
Furthermore, the distribution option on the account will automatically be
changed to the reinvestment option until such time as you request a different
option by writing to PSC.    


                                       16

<PAGE>

DIRECTED DIVIDENDS

     You may elect (in writing) to have the dividends paid by one Pioneer mutual
fund account invested in a second Pioneer mutual fund account. The value of this
second account must be at least $1,000 ($500 for Pioneer Fund or Pioneer II).
Invested dividends may be in any amount, and there are no fees or charges for
this service. Retirement plan shareholders may only direct dividends to accounts
with identical registrations.

DIRECT DEPOSIT

     If you have elected to take distributions, whether dividends or dividends
and capital gains, in cash, or have established a Systematic Withdrawal Plan,
you may choose to have those cash payments deposited directly into your savings,
checking or NOW bank account. You may establish this service by completing the
appropriate section on the Account Application when opening a new account or the
Account Options Form for an existing account.

VOLUNTARY TAX WITHHOLDING

     You may request (in writing) that PSC withhold 28% of the dividends and
capital gains distributions paid from your account (before any reinvestment) and
forward the amount withheld to the IRS as a credit against your federal income
taxes. This option is not available for retirement plan accounts or for accounts
subject to backup withholding.

   
TELEPHONE TRANSACTIONS

     Your account is automatically authorized to have telephone transaction
privileges unless you indicate otherwise on your Account Application or by
writing to PSC. You may purchase, sell or exchange Fund shares by telephone. See
"How to Buy Fund Shares," "How to Sell Fund Shares" and "How to Exchange Fund
Shares" for more information. For personal assistance, call 1-800-225-6292
between 8:00 a.m. and 9:00 p.m. Eastern time on weekdays. Computer-assisted
transactions may be available to shareholders who have pre-recorded certain bank
information (see "FactFoneSM"). YOU ARE STRONGLY URGED TO CONSULT WITH YOUR
FINANCIAL REPRESENTATIVE PRIOR TO REQUESTING ANY TELEPHONE TRANSACTION.

     To confirm that each transaction instruction received by telephone is
genuine, PSC will record each telephone transaction, require the caller to
provide the personal identification number ("PIN") for the account and send you
a written confirmation of each telephone transaction. Different procedures may
apply to accounts that are registered to non-U.S. citizens or that are held in
the name of an institution or in the name of an investment broker-dealer or
other third party. If reasonable procedures, such as those described above, are
not followed, the Fund may be liable for any loss due to unauthorized or
fraudulent instructions. The Fund may implement other procedures from time to
time. In all other cases, neither the Fund, PSC nor PFD will be responsible for
the authenticity of instructions received by telephone; therefore, you bear the
risk of loss for unauthorized or fraudulent telephone transactions.    

     During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the Fund by
telephone to institute a redemption or exchange. You should communicate with the
Fund in writing if you are unable to reach the Fund by telephone.

FACTFONE(SM)

   
     FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer mutual fund shareholders by dialing 1-800-225-4321.
FactFone(SM) allows you to obtain current information on your Pioneer mutual
fund accounts and to inquire about the prices and yields of all publicly
available Pioneer mutual funds. In addition, you may use FactFone(SM) to make
computer-assisted telephone purchases, exchanges and redemptions from your
Pioneer mutual fund accounts if you have activated your PIN. Telephone purchases
and redemptions require the establishment of a bank account of record. YOU ARE
STRONGLY URGED TO CONSULT WITH YOUR FINANCIAL REPRESENTATIVE PRIOR TO REQUESTING
ANY TELEPHONE TRANSACTION. Shareholders whose accounts are registered in the
name of a broker-dealer or other third party may not be able to use
FactFone(SM). See "How to Buy Fund Shares," "How to Exchange Fund Shares," "How
to Sell Fund Shares" and "Telephone Transactions." Call PSC for assistance.

RETIREMENT PLANS

     You should contact the Retirement Plans Department of PSC at 1-800-622-0176
for information relating to tax-deferred retirement plans for individuals,
businesses and tax-exempt organizations. The Account Application accompanying
this Prospectus should not be used to establish any of these plans. Separate
applications are required.    

TELECOMMUNICATIONS DEVICE FOR THE DEAF (TDD)

   
     If you have a hearing disability and access to TDD keyboard equipment, you
can call our TDD number toll-free at 1-800-622-1997, weekdays from 8:30 a.m. to
5:30 p.m. Eastern time, to contact our telephone representatives with questions
about your account.    

SYSTEMATIC WITHDRAWAL PLANS

   
     If your account has a total value of at least $10,000, you may establish a
Systematic Withdrawal Plan ("SWP") providing for fixed payments at regular
intervals. Withdrawals from Class B and Class C share accounts are limited to
10% of the value of the account at the time the SWP is implemented. See "Waiver
or Reduction of Contingent Deferred Sales Charge" for more information.

     Periodic payments of $50 or more will be sent to you, or any person
designated by you, monthly or quarterly, and your periodic redemptions of shares
may be taxable to you. Payments can be made either by check or electronic
transfer to a bank account designated by you. If you direct that withdrawal
payments be paid to another person after you have opened your account, a
signature guarantee must accompany your instructions. Purchases of Class A
shares of the Fund at a time when you have a SWP in effect may result in the
payment of unnecessary sales charges and may, therefore, be disadvantageous.

     You may obtain additional information by calling PSC at 1-800-225-6292 or
by referring to the Statement of Additional Information.    

REINSTATEMENT PRIVILEGE (CLASS A SHARES ONLY)

   
     If you redeem all or part of your Class A shares of the Fund, you may
reinvest all or part of the redemption proceeds without a sales charge in Class
A shares of the Fund if you     


                                       17

<PAGE>

   
send a written request to PSC not more than 90 days after your shares were
redeemed. Your redemption proceeds will be reinvested at the next determined net
asset value of the Class A shares of the Fund after receipt of the written
request for reinstatement. You may realize a gain or loss for federal income tax
purposes as a result of the redemption, and special tax rules may apply if a
reinstatement occurs. In addition, if a redemption resulted in a loss and an
investment is made in shares of the Fund within 30 days before or after the
redemption, you may not be able to recognize the loss for federal income tax
purposes. Subject to the provisions outlined under "How to Exchange Fund Shares"
above, you may also reinvest in Class A shares of other Pioneer mutual funds; in
this case you must meet the minimum investment requirements for each fund you
enter.

     The 90-day reinstatement period may be extended by PFD for periods of up to
one year for shareholders living in areas that have experienced a natural
disaster, such as a flood, hurricane, tornado or earthquake.    

     THE OPTIONS AND SERVICES AVAILABLE TO SHAREHOLDERS, INCLUDING THE TERMS OF
THE EXCHANGE PRIVILEGE AND THE PIONEER INVESTOMATIC PLAN, MAY BE REVISED,
SUSPENDED OR TERMINATED AT ANY TIME BY PFD OR BY THE FUND. YOU MAY ESTABLISH THE
SERVICES DESCRIBED IN THIS SECTION WHEN YOU OPEN YOUR ACCOUNT. YOU MAY ALSO
ESTABLISH OR REVISE MANY OF THEM ON AN EXISTING ACCOUNT BY COMPLETING AN ACCOUNT
OPTIONS FORM, WHICH YOU MAY REQUEST BY CALLING 1-800-225-6292.

XIII. THE FUND

   
     The Fund, an open-end, diversified management investment company (commonly
referred to as a mutual fund), was established as a Nebraska corporation on
January 16, 1968 and reorganized as a Delaware business trust on June 30, 1994.
The Fund has authorized an unlimited number of shares of beneficial interest. As
an open-end management investment company, the Fund continuously offers its
shares to the public and under normal conditions must redeem its shares upon the
demand of any shareholder at the then current net asset value per share less any
applicable CDSC. See "How to Sell Fund Shares." The Fund is not required, and
does not intend, to hold annual shareholder meetings although special meetings
may be called for the purposes of electing or removing Trustees, changing
fundamental investment restrictions or approving a management contract.

     The Fund reserves the right to create and issue additional series of
shares. The Trustees have the authority, without further shareholder approval,
to classify and reclassify the shares of the Fund, or any new series, into one
or more classes. As of the date of this Prospectus, the Trustees have authorized
the issuance of four classes of shares, designated as Class A, Class B, Class C
and Class Y. The shares of each class represent an interest in the same
portfolio of investments of the Fund. Each class has equal rights as to voting,
redemption, dividends and liquidation, except that each class bears different
distribution and transfer agent fees and may bear other expenses properly
attributable to the particular class. Class A, Class B and Class C shareholders
have exclusive voting rights with respect to the Rule 12b-1 distribution plans
adopted by holders of those shares in connection with the distribution of
shares.    

     In addition to the requirements under Delaware law, the Declaration of
Trust provides that a shareholder of the Fund may bring a derivative action on
behalf of the Fund only if the following conditions are met: (a) shareholders
eligible to bring such derivative action under Delaware law who hold at least
10% of the outstanding shares of the Fund, or 10% of the outstanding shares of
the series or class to which such action relates, shall join in the request for
the Trustees to commence such action; and (b) the Trustees must be afforded a
reasonable amount of time to consider such shareholder request and investigate
the basis of such claim. The Trustees shall be entitled to retain counsel or
other advisers in considering the merits of the request and shall require an
undertaking by the shareholders making such request to reimburse the Fund for
the expense of any such advisers in the event that the Trustees determine not to
bring such action.

   
     When issued and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information, shares of the Fund are fully paid and
non-assessable. Shares will remain on deposit with the Fund's transfer agent and
certificates will not normally be issued. The Fund reserves the right to charge
a fee for the issuance of Class A share certificates; certificates will not be
issued for Class B or Class C shares.    

XIV. INVESTMENT RESULTS

   
     The average annual total return (for a designated period of time) on an
investment in the Fund may be included in advertisements, and furnished to
existing or prospective shareholders. The average annual total return for each
class is computed in accordance with the SEC's standardized formula. The
calculation for all classes assumes the reinvestment of all dividends and
distributions at net asset value and does not reflect the impact of federal or
state income taxes. In addition, for Class A shares the calculation assumes the
deduction of the maximum sales charge of 5.75%; for Class B and Class C shares
the calculation reflects the deduction of any applicable CDSC. The periods
illustrated would normally include one, five and ten years (or since the
commencement of the public offering of the shares of a class, if shorter)
through the most recent calendar quarter.    

     One or more additional measures and assumptions, including but not limited
to historical total returns; distribution returns; results of actual or
hypothetical investments; changes in dividends, distributions or share values;
or any graphic illustration of such data may also be used. These data may cover
any period of the Fund's existence and may or may not include the impact of
sales charges, taxes or other factors.

   
     Other investments or savings vehicles and/or unmanaged market indices,
indicators of economic activity or averages of mutual fund results may be cited
or compared with the investment results of the Fund. The Fund may also include
securities industry or comparative performance information generally and in
advertising or materials marketing the Fund's shares. Such performance
information may include rankings or listings by magazines, newspapers or
independent statistical or ratings services, such as Lipper Analytical Services,
Inc. or Ibbotson Associates.    


                                       18

<PAGE>

   
     The Fund's investment results will be calculated separately for each class
of shares and will vary from time to time depending on market conditions, the
composition of the Fund's portfolio, operating expenses of the Fund and expenses
attributed to a specific class of shares. All quoted investment results are
historical and should not be considered representative of what an investment in
the Fund may earn in any future period. For further information about the
calculation methods and uses of the Fund's investment results, see the Statement
of Additional Information.    


                                       19

<PAGE>


[Pioneer Logo]


Pioneer Growth
Shares

60 STATE STREET
BOSTON, MASSACHUSETTS 02109

OFFICERS
JOHN F. COGAN, JR., CHAIRMAN AND PRESIDENT
DAVID D. TRIPPLE, EXECUTIVE VICE PRESIDENT
JEFFREY B. POPPENHAGEN, VICE PRESIDENT
WILLIAM H. KEOUGH, TREASURER
JOSEPH P. BARRI, SECRETARY

INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION

PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.

CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.

INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP

LEGAL COUNSEL
HALE AND DORR LLP


SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: 1-800-225-6292

SERVICES INFORMATION
   
If you would like information on the following, please call:    

Existing and new accounts, prospectuses,
 applications, service forms and
 telephone transactions........................................ 1-800-225-6292
FactFone(SM)
   
 Automated fund yields and prices and    
 account information........................................... 1-800-225-4321
Retirement plans............................................... 1-800-622-0176
Toll-free fax.................................................. 1-800-225-4240
Telecommunications Device for the Deaf (TDD)................... 1-800-225-1997
   
Visit our website.........................................www.pioneerfunds.com
    





   
0598-4604
(C)Pioneer Funds Distributor, Inc.
    


<PAGE>


   
Pioneer Growth                                                   [Pioneer Logo]
Shares


CLASS Y SHARES

PROSPECTUS
APRIL 30, 1998


      PIONEER GROWTH SHARES (the "Fund") seeks appreciation of capital through
investments in common stocks, together with preferred stocks, bonds and
debentures which are convertible into common stocks.

      FUND RETURNS AND SHARE PRICES FLUCTUATE AND THE VALUE OF YOUR ACCOUNT UPON
REDEMPTION MAY BE MORE OR LESS THAN YOUR PURCHASE PRICE. SHARES IN THE FUND ARE
NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER
DEPOSITORY INSTITUTION, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.

      This Prospectus provides information about the Fund that you should know
before investing. Please read and retain it for your future reference. More
information about the Fund is included in the Statement of Additional
Information, dated April 30, 1998, as supplemented or revised from time to time,
which is incorporated by reference into this Prospectus. A copy of the Statement
of Additional Information may be obtained free of charge by calling Shareholder
Services at 1-800-225-6292 or by written request to the Fund at 60 State Street,
Boston, Massachusetts 02109. Other information about the Fund has been filed
with the Securities and Exchange Commission (the "SEC") and is available upon
request and without charge by calling 1-800-225-6292 or through the SEC's
Internet web site (http://www.sec.gov).

<TABLE>
<CAPTION>
          TABLE OF CONTENTS                                   PAGE
          -------------------------------------------------   -----
<S>       <C>                                                   <C>
I.        EXPENSE INFORMATION .............................      2
II.       FINANCIAL HIGHLIGHTS ............................      3
III.      INVESTMENT OBJECTIVE AND POLICIES ...............      3
IV.       MANAGEMENT OF THE FUND ..........................      4
V.        FUND SHARES .....................................      5
VI.       SHARE PRICE .....................................      6
VII.      PURCHASING CLASS Y SHARES .......................      6
VIII.     REDEEMING CLASS Y SHARES ........................      7
IX.       EXCHANGING CLASS Y SHARES .......................      8
X.        DISTRIBUTION OF CLASS Y SHARES ..................      8
XI.       DIVIDENDS, DISTRIBUTIONS AND TAXATION ...........      9
XII.      SHAREHOLDER SERVICES ............................      9
           Account and Confirmation Statements ............      9
           Financial Reports and Tax Information ..........      9
           Distribution Options ...........................      9
           Telephone Transactions .........................     10
           FactFone(SM) ...................................     10
XIII.     THE FUND ........................................     10
XIV.      INVESTMENT RESULTS ..............................     11
</TABLE>


                             --------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

I. EXPENSE INFORMATION

     This table is designed to help investors understand the charges and
expenses that an investor will bear directly or indirectly when investing in the
Fund. Operating expenses for Class Y shares are based on expenses that would
have been incurred for the fiscal year ended December 31, 1997 had such shares
been outstanding for the entire fiscal year.+

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES:                             Class Y
<S>                                                            <C>
 Maximum Initial Sales Charge on Purchases
   (as a percentage of offering price) .....................   None
 Maximum Sales Charge on Reinvestment of Dividends .........   None
 Maximum Deferred Sales Charge
   (as a percentage of original purchase price
    or redemption proceeds, as applicable) .................   None
 Redemption Fee ............................................   None
 Exchange Fee ..............................................   None
ANNUAL OPERATING EXPENSES
  (As a Percentage of Average Net Assets):
 Management Fee ............................................   0.48%
 12b-1 Fee .................................................   None
 Other Expenses (estimated)
   (including accounting and transfer agent fees,
   custodian fees and printing expenses)(1) ................   0.24%
                                                               ----
TOTAL OPERATING EXPENSES ...................................   0.72%
                                                               ====
</TABLE>


- - --------------------

+  Class Y shares were first offered April 30, 1998.
(1)Expenses are net of amounts paid in connection with third-party brokerage/
   service and certain expense offset arrangements. In the absence of such
   arrangements "Total Operating Expenses" would be 0.74%.

     EXAMPLE:

     You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return, reinvestment of all dividends and distributions and that the
percentage amounts listed under "Annual Operating Expenses" remain the same each
year.

<TABLE>
<CAPTION>
                    1 YEAR     3 YEARS     5 YEARS     10 YEARS
                   --------   ---------   ---------   ---------
<S>                   <C>        <C>         <C>         <C>
Class Y Shares        $7         $23         $40         $89
</TABLE>

     THE EXAMPLE IS DESIGNED FOR INFORMATION PURPOSES ONLY, AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURN. ACTUAL FUND
EXPENSES AND RETURN VARY FROM YEAR TO YEAR AND MAY BE HIGHER OR LOWER THAN THOSE
SHOWN.

     For further information regarding management fees and other expenses of the
Fund, see "Management of the Fund" and "Distribution of Class Y Shares" in this
Prospectus and "Management of the Fund" and "Underwriting Agreement and
Distribution Plans" in the Statement of Additional Information.


                                       2

<PAGE>

II. FINANCIAL HIGHLIGHTS

     Class Y shares are a new class of shares; financial highlights are not
currently available for Class Y shares. Arthur Andersen LLP's report on the
Fund's audited financial statements as of December 31, 1997 for Class A, Class B
and Class C shares appears in the Fund's Annual Report which is incorporated by
reference into the Statement of Additional Information. The Annual Report
includes more information about the Fund's performance and is available free of
charge by calling Shareholder Services at 1-800-225-6292.

III. INVESTMENT OBJECTIVES AND POLICIES

     THE INVESTMENT OBJECTIVE OF THE FUND IS TO OBTAIN APPRECIATION OF CAPITAL.
The Fund invests in common stocks, together with preferred stocks, bonds and
debentures which are convertible into common stocks. Current income will be
incidental to the Fund's primary objective. In selecting securities for
investment, Pioneering Management Corporation ("PMC"), the Fund's investment
adviser, attempts to identify companies that have better-than-average earnings
growth potential and those industries that stand to enjoy the greatest benefit
from the predicted economic environment. The Fund seeks to purchase the
securities of companies that are thought to be best situated in those industry
groupings. The Fund invests in companies in a variety of industries in an
attempt to reduce its overall exposure to investment and market risks.

     In pursuing its objective, the Fund purchases portfolio securities with the
view of retaining them on a long-term basis. However, securities in the Fund's
portfolio will be sold whenever PMC believes that it is necessary without regard
to the length of time the particular security may have been held. A high
portfolio turnover rate (100% or more) involves greater expenses to the Fund and
may increase the possibility of shareholders realizing taxable income and/or
capital gains. See "Financial Highlights" for actual portfolio turnover rates.

     Part or all of the Fund's assets may be temporarily invested in securities
of the U.S. government, its agencies or instrumentalities, commercial paper,
bank certificates of deposit and time deposits, bankers' acceptances, other
fixed income securities and repurchase agreements with banks and broker-dealers
with respect to any of the foregoing instruments. At times, PMC believes that
such investments are desirable due to present or anticipated market or economic
conditions which are affecting or could affect the values of the Fund's
investments, as well as for liquidity purposes or as a temporary investment
pending investment in equity and equity-related securities. The Fund may invest
in lower rated or unrated securities. These securities involve greater risks of
default and price fluctuations due to credit, economic, liquidity and market
concerns.

     The Fund may invest in warrants as described in the Statement of Additional
Information. Although the Fund does not have a formal percentage limitation on
investments in warrants, it is not expected that PMC will invest more than 5% of
the Fund's net assets in such securities. The Fund may also invest in investment
companies limited to the extent permitted under the Investment Company Act of
1940, as amended (the "1940 Act").

RESTRICTED AND ILLIQUID SECURITIES

     The Fund may invest in restricted securities (i.e., securities that would
be required to be registered prior to distribution to the public), including
securities eligible for resale to "qualified institutional buyers" in accordance
with Rule 144A under the Securities Act of 1933, as amended (the "1933 Act"). In
addition, the Fund will not invest more than 15% of its net assets in illiquid
securities, which includes repurchase agreements maturing in more than seven
days, securities that are not readily marketable and restricted securities sold
and offered under Rule 144A that are illiquid either as a result of legal or
contractual restrictions or the absence of a trading market.

     The Board of Trustees of the Fund may adopt guidelines and delegate to PMC
the daily function of determining and monitoring the liquidity of restricted
securities. The Board of Trustees, however, will retain sufficient oversight and
be ultimately responsible for the determinations. Since it is not possible to
predict with assurance exactly how the market for restricted securities eligible
for resale pursuant to Rule 144A will continue to develop, the Board of Trustees
will carefully monitor the Fund's investments in these securities, focusing on
such important factors, among others, as valuation, liquidity and availability
of information. This investment practice could have the effect of increasing the
level of illiquidity in the Fund to the extent that qualified institutional
buyers become, for a time, uninterested in purchasing these restricted
securities.

     The purchase price and subsequent valuation of restricted securities
normally reflect a discount from the price at which such securities trade when
they are not restricted to the extent that the restriction makes them less
liquid. The amount of the discount from the prevailing market price is expected
to vary depending upon the type of security, the character of the issuer, the
party who will bear the expenses of registering the securities under the 1993
Act and prevailing supply and demand conditions.

FOREIGN SECURITIES

     The Fund may invest up to 30% of its total assets at the time of investment
in listed and unlisted foreign securities. While such investments are intended
to reduce risk by permitting greater diversification of the Fund's portfolio,
investments in securities of foreign issuers entail certain risks not associated
with investments in U.S. issuers. Such risks include fluctuations in foreign
currency exchange rates; possible expropriation or nationalization of foreign
companies; imposition of exchange control regulations; currency blockage or
dividends or interest withheld at the source; unfavorable price spreads on
currency exchanges; higher transaction costs; less public information about
issuers of securities; lack of uniform auditing, accounting and financial
reporting standards; less governmental regulation of foreign stock exchanges and
brokers; less liquidity and greater volatility of securities of foreign
companies; or imposition of foreign taxes. Therefore, the Fund intends to invest
primarily in the companies organized under the laws of those nations which are
considered to have relatively stable and friendly 



                                       3

<PAGE>


governments, e.g., major industrialized nations such as the United Kingdom,
France, Canada, Germany and Japan. In connection with its investments in foreign
securities and in order to protect itself against uncertainty in future exchange
rates, the Fund may engage in forward foreign currency exchange contracts. See
the Statement of Additional Information.

LENDING OF PORTFOLIO SECURITIES

     The Fund may seek to increase its income by lending portfolio securities,
provided that the value of the securities loaned would not exceed one-third of
the value of the total assets of the Fund. Under present regulatory policies,
such loans may be made to institutions, such as certain broker-dealers, and are
required to be secured continuously by collateral in cash, cash equivalents, or
U.S. government securities maintained on a current basis in an amount at least
equal to the market value of the securities loaned. The Fund may experience loss
or delay in the recovery of its securities if the institution with which it has
engaged in a portfolio loan transaction breaches its agreement with the Fund.

WHEN ISSUED SECURITIES

     The Fund may also purchase and sell securities on a "when issued" and
"delayed delivery" basis. These transactions are subject to market fluctuation;
the value at the time of delivery may be more or less than the purchase price.
Since the Fund will rely on the buyer or seller, as the case may be, to
consummate the transaction, failure by the other party to complete the
transaction may result in the Fund missing the opportunity of obtaining a price
or yield considered to be advantageous. No interest accrues to the Fund prior to
delivery. When the Fund is the buyer in such a transaction it will maintain, in
a segregated account with its custodian, cash, U.S. government securities, or
high-grade liquid debt obligations having an aggregate value equal to the amount
of such purchase commitments until payment is made. The Fund will make
commitments to purchase securities on such basis only with the intention of
actually acquiring these securities, but the Fund may sell such securities prior
to the settlement date if such sales are considered to be advisable. To the
extent the Fund engages in when issued and delayed delivery transactions, it
will do so for the purpose of acquiring securities for the Fund's portfolio
consistent with the Fund's investment objective and policies and not for the
purpose of investment leverage.

REPURCHASE AGREEMENTS

     A repurchase agreement is an instrument under which the purchaser acquires
ownership of the obligation but the seller agrees, at the time of sale, to
repurchase the obligation at a mutually agreed upon time and price. The resale
price is in excess of the purchase price and reflects an agreed upon market rate
unrelated to the coupon rate on the purchased security. Such transactions afford
an opportunity for the Fund to invest temporarily available cash. In the event
of the insolvency of the seller, or an order to stay execution of an agreement
by a court or regulatory authority, the Fund could incur costs before being able
to sell the underlying obligations and the Fund's realization of the underlying
obligations could be delayed or limited, which could adversely affect the price
the Fund receives for such obligations. There is also a risk that the seller may
fail to repurchase the underlying obligations in which case the Fund may incur
possible disposition costs and a loss if the proceeds of the sale of such
obligations to a third party are less than the repurchase price. To guard
against these possibilities, PMC, under guidelines established by the Fund's
Board of Trustees, will evaluate the creditworthiness of the seller. The Fund
will enter into repurchase agreements only with those institutions that PMC
believes present minimal credit risks and which furnish collateral at least
equal in value or market price to the amount of the repurchase obligations.
Repurchase agreements maturing in more than seven days are considered by the
Fund to be illiquid.

RISK FACTORS

     Because prices of securities fluctuate from day to day, the value of an
investment in the Fund will vary based upon the Fund's investment performance.
The value of your shares in the Fund may, at any time, be higher or lower than
your original cost. The Fund may invest in debt securities with varying
maturities. In general, the longer the maturity of a security, the higher the
yield and the greater the potential for price fluctuations. A decline in
interest rates generally produces an increase in the value of debt securities in
the Fund's portfolio, while an increase in interest rates usually reduces the
value of these securities.

ADDITIONAL RESTRICTIONS

     In addition to the investment objective and policies discussed above, the
Fund's investments are subject to other restrictions which are described in its
Statement of Additional Information. Unless otherwise stated, the Fund's
investment objective and restrictions are considered fundamental and cannot be
changed without shareholder approval. Unless expressly designated as a
fundamental policy, the Fund's investment policies may be changed without
shareholder approval by the Board of Trustees of the Fund.

IV. MANAGEMENT OF THE FUND

     The Fund's Board of Trustees has overall responsibility for the management
and supervision of the Fund. The Board meets at least quarterly. By virtue of
the functions performed by PMC as investment adviser, the Fund requires no
employees other than its executive officers, all of whom receive their
compensation from PMC or other sources. The Statement of Additional Information
contains the name and general business and professional background of each
Trustee and executive officer of the Fund.

     Mr. David Tripple, President and Chief Investment Officer of PMC and
Executive Vice President of each Pioneer mutual fund, has general
responsibility for PMC's investment operations and chairs a committee of PMC's
equity managers which reviews PMC's research and portfolio operations,
including those of the Fund. Mr. Tripple joined PMC in 1974. Theresa Hamacher,
Senior Vice President of PMC, oversees U.S. equity research and portfolio
management.

     Research and management of the Fund is the responsibility of a team of
portfolio managers and analysts focusing on



                                       4

<PAGE>


equity securities. Members of the team meet regularly to discuss holdings,
prospective investments and portfolio composition.

     Day-to-day management of the Fund has been the responsibility of Mr.
Jeffrey B. Poppenhagen, a Vice President of PMC and Vice President of the Fund,
since February 1996. Mr. Poppenhagen joined PMC in 1996 and has 10 years of
investment experience.

     The Fund is managed under a contract with PMC. 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 Fund's Board of Trustees.
PMC is a wholly owned subsidiary of The Pioneer Group, Inc. ("PGI"), a publicly
traded Delaware corporation. Pioneer Funds Distributor, Inc. ("PFD"), an
indirect wholly owned subsidiary of PGI, is the principal underwriter of the
Fund. Prior to December 1, 1993, FMC acted as investment adviser and principal
underwriter to the Fund.

     In addition to the Fund, PMC also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. PMC's and PFD's executive offices are located at 60
State Street, Boston, Massachusetts 02109. In an effort to avoid conflicts of
interest with the Fund, the Fund and PMC have adopted a Code of Ethics that is
designed to maintain a high standard of personal conduct by directing that all
personnel defer to the interests of the Fund and its shareholders in making
personal securities transactions.

     Under the terms of its contract with the Fund, PMC provides the Fund with
an investment program consistent with its investment objective and policies. PMC
furnishes the Fund with office space, equipment and personnel for managing the
affairs of the Fund. PMC also pays all expenses in connection with the
management of the affairs of the Fund except (a) 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;
(b) the charges and expenses of auditors; (c) the charges and expenses of any
custodian, transfer agent, plan agent, dividend disbursing agent and registrar
appointed by the Fund; (d) issue and transfer taxes chargeable to the Fund in
connection with securities transactions to which the Fund is a party; (e)
insurance premiums, interest charges, dues and fees for membership in trade
associations and all taxes and corporate fees payable by the Fund to federal,
state or other governmental agencies; (f) fees and expenses involved in
registering and maintaining registrations of the Fund and/or its shares with the
SEC, state securities agencies and foreign jurisdictions, including the
preparation of prospectuses and statements of additional information for filing
with such regulatory agencies; (g) 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;
(h) charges and expenses of legal counsel to the Fund and the Trustees; (i) if
applicable, distribution fees paid by the Fund to a Plan of Distribution in
accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940 Act; (j)
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 PFD; (k)
the cost of preparing and printing share certificates; and (l) interest on
borrowed money, if any. The Fund also pays all brokers' and underwriting
commissions chargeable to the Fund in connection with securities transactions to
which the Fund is a party.

     Orders for the Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances in which two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker-dealer provides investment research or brokerage services or sells shares
of any Pioneer mutual fund or other funds for which PMC or any affiliate serves
as investment adviser or manager. See the Statement of Additional Information
for a further description of PMC's brokerage allocation practices.

     As compensation for its management services and certain expenses which PMC
incurs, PMC is entitled to a management fee from the Fund at the annual rates
set forth below as a percentage of average daily net assets:

<TABLE>
<CAPTION>
                      NET ASSETS                          ANNUAL FEE
- - ------------------------------------------------------    ----------
<S>                                                           <C>
For assets up to $250,000,000                                 .50%
For assets in excess of $250,000,000 to $300,000,000          .48%
Over $300,000,000                                             .45%
</TABLE>

     See "Expense Information" in this Prospectus and "Investment Adviser" in
the Statement of Additional Information for more information.

     John F. Cogan, Jr., Chairman and President of the Fund, President and a
Director of PGI, and Chairman and a Director of PMC and PFD, owned approximately
14% of the outstanding capital stock of PGI as of the date of this Prospectus.

     Certain information technology experts currently predict the possibility of
a widespread failure of computer systems and certain other equipment which will
be triggered on or after certain dates--primarily January 1, 2000--due to a
systemic inability to process date-related information. This scenario, commonly
known as the "Year 2000 Problem," could have an adverse impact on individuals
and businesses, including the Fund and other mutual funds and financial
organizations. PMC and its affiliates are taking steps believed to be adequate
to address the Year 2000 Problem with respect to the systems and equipment
controlled by the Fund's investment adviser, broker-dealer and transfer agent.
In addition, other entities providing services to the Fund and its shareholders
are being asked to provide assurances that they have undertaken similar measures
with respect to their systems and equipment. Although PMC is not expecting any
adverse impact to it or its clients from the Year 2000 Problem, it cannot
provide complete assurances that its efforts or the efforts of its key vendors
will be successful.

V. FUND SHARES

     The Fund continuously offers four Classes of shares designated as Class A,
Class B, Class C and Class Y shares. Class A, Class B and Class C shares are
offered in a separate prospectus which may be obtained by contacting your sales



                                       5

<PAGE>

representative or by calling Pioneering Services Corporation ("PSC") at
1-800-225-6292.

     Class Y shares are sold at net asset value, without either an initial sales
charge or a contingent deferred sales charge. Class Y shares are not subject to
any ongoing service fee or distribution fee and do not convert to any other
class of shares. Class Y shares are described more fully in "Purchasing Class Y
Shares" in this Prospectus.

     Investment dealers or their representatives may receive different
compensation depending on which Class of shares they sell. Shares may be
exchanged only for shares of the same Class of another Pioneer mutual fund .
Shares sold outside the U.S. to persons who are not U.S. citizens may be subject
to different sales charges, contingent deferred sales charges and dealer
compensation arrangements in accordance with local laws and business practices.

VI. SHARE PRICE

     Class Y shares of the Fund are sold at the net asset value per share. The
net asset value per share of each Class of the Fund is determined by dividing
the value of its assets, less liabilities attributable to that Class, by the
number of shares of that Class outstanding. The net asset value is computed once
daily, on each day the New York Stock Exchange (the "Exchange") is open, as of
the close of regular trading on the Exchange. The net asset value per share of
Class Y shares will generally be higher than the net asset value per share of
the Fund's other three classes of shares because Class Y shares are not subject
to any ongoing distribution fee, and certain other expenses are expected to be
lower.

     Securities are valued at the last sale price on the principal exchange or
market where they are traded. Securities which have not traded on the date of
valuation or securities for which sales prices are not generally reported are
valued at the mean between the current bid and asked prices. Securities quoted
in foreign currencies are converted to U.S. dollars utilizing foreign exchange
rates employed by the Fund's independent pricing services. Generally, trading in
foreign securities is substantially completed each day at various times prior to
the close of regular trading on the Exchange. The values of such securities used
in computing the net asset value of the Fund's shares are determined as of such
times. Foreign currency exchange rates are also generally determined prior to
the close of regular trading on the Exchange. Occasionally, events which affect
the values of such securities and such exchange rates may occur between the
times at which they are determined and the close of regular trading on the
Exchange and will therefore not be reflected in the computation of the Fund's
net asset value. If events materially affecting the value of such securities
occur during such period, then these securities may be valued at their fair
value as determined in good faith by the Trustees. All assets of the Fund for
which there is no other readily available valuation method are valued at their
fair value as determined in good faith by the Trustees.

VII. PURCHASING CLASS Y SHARES

     To open an account for an individual or other non-institutional investor, a
completed Account Application must be received by PSC by mail or by fax prior to
the purchase of Class Y shares. All other investors should call PSC at
1-888-294-4480 to obtain an account set-up kit and to obtain an account number.
A bank wire address of record (your predesignated bank account) must be provided
to PSC at the time an account is established.

     The minimum initial investment for Class Y shares is $5 million which may
be invested in one or more of the Pioneer mutual funds that currently offer
Class Y shares. There is no minimum additional investment amount. Class Y shares
will be purchased at the net asset value per share next computed after receipt
of a purchase order without the imposition of an initial sales charge and are
not subject to a contingent deferred sales charge. All purchases must be made in
U.S. dollars.

     The $5 million minimum investment requirement will be waived if:

(i)   a trust company or bank trust department is initially investing at least
      $1 million in any of the Pioneer mutual funds and, at the time of the
      purchase, such assets are held in a fiduciary, advisory, custodial or
      similar capacity over which the trust company or bank trust department has
      full or shared investment discretion; or

(ii)  the investment is made by an employer sponsored retirement plan that meets
      the requirements of Sections 401, 403 or 457 of the Code, provided that
      the number of employees covered by the plan is 5,000 or more or the plan
      has assets of $25 million or more; or

(iii) the investment is at least $1 million in any of the Pioneer mutual funds
      and the purchaser is an insurance company separate account; or

(iv)  the investment is made by an employer sponsored retirement plan
      established for the benefit of (1) employees of PGI or employees of PGI's
      affiliates or (2) employees or affiliates of broker-dealers who have a
      Class Y shares sales agreement with PFD.

     PAYMENT BY WIRE. Funds may be wired in payment of a request to purchase
Class Y shares provided that such funds are wired to a Class Y shares account.
See above for information on establishing an account. To wire funds in payment
of a request to purchase Class Y shares instruct your bank to wire funds to:

<TABLE>
<S>                        <C>
Receiving Bank             State Street Bank and Trust Company
Address                    225 Franklin Street
                           Boston, MA 02101
ABA Routing No.            011000028
For further credit to:     Shareholder Name
                           Existing Pioneer Account No.
                           Pioneer Growth Shares
</TABLE>

     A request to purchase shares must be received by PSC or by your
broker-dealer by the close of regular trading on the Exchange (currently 4:00
p.m. Eastern time) in order to purchase shares at the price determined on that
day. Funds wired in payment of such requests must be received by State Street
Bank and Trust Company by 11:00 a.m. Eastern time on the next business day
following receipt of the request to purchase shares. IF WIRED FUNDS ARE NOT
RECEIVED BY STATE STREET BANK AND TRUST COMPANY BY 11:00 A.M. ON THE NEXT
BUSINESS DAY FOLLOWING


                                       6

<PAGE>

RECEIPT OF THE REQUEST TO PURCHASE SHARES, THE TRANSACTION WILL BE CANCELED AT
THE EXPENSE AND RISK OF THE PURCHASER. Wire transfers normally take two or more
hours to complete and a fee may be charged by the sending bank. Wire transfers
may be restricted on holidays and at certain other times. Questions on wire
transfers should be directed to PSC or your broker-dealer.

     BY MAIL. Purchases of Class Y shares may always be made by mail. For
accounts registered to individuals or non-institutional investors, make your
check payable to Pioneer Growth Shares and mail a completed Account Application
to PSC at: P.O. Box 9150, Boston, Massachusetts 02205-8573. For accounts
registered to institutions, completed account set-up kit materials must be sent
to PSC with payment. Checks written on non-U.S. banks will delay purchases
until U.S. funds are received and a collection charge may be imposed.

     BROKER-DEALERS. An order for Class Y shares received by a broker-dealer
prior to the close of regular trading on the Exchange is confirmed at the price
for Class Y shares as determined at the close of regular trading on the Exchange
on the day the order is received, provided the order is received by PFD from the
broker-dealer prior to PFD's close of business (usually, 5:30 p.m. Eastern
time), except as described above for wire transfers. It is the responsibility of
broker-dealers to transmit orders so that they will be received by PFD prior to
its close of business.

     GENERAL. The Fund reserves the right in its sole discretion to withdraw all
or any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund. An order to
purchase shares is not binding on, and may be rejected by, PFD until it has been
confirmed in writing by PFD and payment has been received.

VIII. REDEEMING CLASS Y SHARES

     Class Y shares will be redeemed at the share price next calculated after a
redemption request is received in good order as described below. Redemption
proceeds generally will be sent to the registered owner by check or by wire
transfer, normally within seven days after the request is received in good
order. The Fund reserves the right to withhold payment of the redemption
proceeds until checks or wire transfers received by the Fund in payment for the
shares being sold have cleared, which may take up to 15 calendar days from the
purchase date.

     IN WRITING. Class Y shares may be redeemed by delivering a written request,
signed by all registered owners, in good order to PSC. A written request,
including a signature guarantee, must be used to redeem Class Y shares if any of
the following applies:

   [bullet] the requested redemption is for over $100,000 and there is no
            record of a predesignated bank account,

   [bullet] the requested redemption is for over $100,000 and the account
            registration or address of record has changed within the last 30
            days,

   [bullet] the requested redemption is for over $5 million,

   [bullet] the check for the amount of the redemption proceeds is not being
            mailed to the address of record,

   [bullet] the check for the amount of the redemption proceeds is not being
            made payable to the account's record owners, or

   [bullet] the redemption proceeds are being transferred to a Pioneer mutual
            fund account with a different registration.

     Include in the request the account's registration name, the Fund's name,
the Fund account number, the Class of shares to be redeemed, the dollar amount
or number of shares to be redeemed, and any other applicable requirements as
described below. Redemption requests for accounts registered in the name of a
corporation or other fiduciary must name an authorized person and must be
accompanied by a certified copy of a current corporate resolution, certificate
of incumbency or similar legal document showing that the named individual is
authorized to act on behalf of the record owner. Unless instructed otherwise,
PSC will send the proceeds of the redemption by check to the address of record.
For more information, contact PSC at 1-888-294-4480.

     Written requests will not be processed until they are received in good
order by PSC. Good order means that there are no outstanding claims or requests
to hold redemptions on the account, any share certificates are endorsed by the
record owner(s) exactly as the shares are registered and the signature(s) on the
share certificate are guaranteed by an eligible guarantor. A bank, broker,
dealer, credit union (if authorized under state law), securities exchange or
association, clearing agency or savings association will generally be able to
provide a signature guarantee. A notary public cannot provide a signature
guarantee. Signature guarantees are not accepted by facsimile ("fax"). For
additional information about the necessary documentation for redemption by mail,
please contact PSC at 1-888-294-4480.

     A signature guarantee must also accompany any request to change your
predesignated bank account information.

     BY TELEPHONE OR FAX. Class Y share accounts are automatically authorized to
have the telephone redemption privilege unless indicated otherwise on the
Account Application or by writing to PSC. Proper account identification will be
required for each telephone redemption. A maximum of $5 million per account per
day may be redeemed by telephone or fax if PSC has a predesignated bank account
number on record. If there is no predesignated bank account number on file, a
maximum of $100,000 may be redeemed by telephone or fax. The proceeds of a
telephone or fax redemption may be received by bank wire, electronic funds
transfer or by check. Proceeds of a telephone or fax request will normally be
mailed or transmitted the next business day.

     To redeem by telephone, see "Shareholder Services-- Telephone Transactions"
for more information.

     To redeem by fax, send your redemption request to 1-888-294-4485.

     To receive the proceeds by bank wire: the proceeds must be sent to the bank
wire address of record which must have been properly predesignated either on
your Account


                                       7

<PAGE>

Application or on an Account Options Form and which must not have changed in the
last 30 days.

     To receive the proceeds by check: the check must be made payable exactly as
the account is registered and the check must be sent to the address of record
which must not have changed in the last 30 days.

     You may always elect to deliver redemption instructions to PSC by mail.

     REDEEMING SHARES THROUGH A BROKER-DEALER. The Fund has authorized PFD to
act as its agent in the repurchase of shares of the Fund from qualified
broker-dealers and reserves the right to terminate this procedure at any time.
Broker-dealers must receive redemption requests prior to the close of business
of the Exchange and must transmit each redemption request to PFD before PFD's
close of business to receive that day's redemption price. Broker-dealers are
responsible for providing all necessary documentation to PFD and may charge for
their services.

     GENERAL. Redemptions may be suspended or payment postponed during any
period in which any of the following conditions exist: the Exchange is closed or
trading on the Exchange is restricted; an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably practicable or
it is not reasonably practicable for the Fund to fairly determine the value of
the net assets of its portfolio; or the SEC, by order, so permits.

     Redemptions and repurchases are taxable transactions to shareholders unless
the account qualifies as tax-exempt. The net asset value per share received upon
redemption or repurchase may be more or less than the cost of shares to an
investor, depending on the market value of the portfolio at the time of
redemption or repurchase.

IX. EXCHANGING CLASS Y SHARES

     Exchanges of Class Y shares must be at least $1,000. You may exchange your
investment from one Class of Fund shares at net asset value, without a sales
charge, for shares of the same Class of any other Pioneer mutual fund. Not all
Pioneer mutual funds offer Class Y shares. A new Pioneer mutual fund account
opened through an exchange must have a registration identical to that on the
original account.

     PSC will process exchanges only after receiving an exchange request in good
order. Exchange requests received by PSC before the close of the Exchange,
generally 4:00 p.m. Eastern time, will be effective on that day if the
requirements above have been met, otherwise, they will be effective on the next
business day. There are currently no fees or sales charges imposed at the time
of an exchange. An exchange of shares may be made only in states where legally
permitted. For federal and (generally) state income tax purposes, an exchange is
considered to be a sale of the shares of the Fund exchanged and a purchase of
shares in another Pioneer mutual fund. Therefore, an exchange could result in a
gain or loss on the shares sold, depending on the tax basis of these shares and
the timing of the transaction, and special tax rules may apply.

     You should consider the differences in objectives and policies of the
Pioneer mutual funds, as described in each fund's current prospectus, before
making any exchange. For the protection of the Fund's performance and
shareholders, the Fund and PFD reserve the right to refuse any exchange request
or restrict, at any time without notice, the number and/or frequency of
exchanges to prevent abuses of the exchange privilege. Such abuses may arise
from frequent trading in response to short-term market fluctuations, a pattern
of trading by an individual or group that appears to be an attempt to "time the
market," or any other exchange request which, in the view of management, will
have a detrimental effect on the Fund's portfolio management strategy or its
operations. In addition, the Fund and PFD reserve the right to charge a fee for
exchanges or to modify, limit, suspend or discontinue the exchange privilege
with notice to shareholders as required by law.

     TELEPHONE AND FAX EXCHANGES. Class Y share accounts are automatically
authorized to have the telephone exchange privilege unless indicated otherwise
on the Account Application or by writing to PSC. Proper account identification
will be required for each telephone exchange. Telephone exchanges or fax
exchanges of Class Y shares may not exceed $5 million per account per day. Each
telephone exchange request will be recorded. See "Telephone Transactions" below.

     WRITTEN EXCHANGES. Class Y shares may be exchanged by sending a letter of
instruction to PSC. Include in your letter the record name on the account, the
name of the Pioneer mutual fund out of which to exchange and the name of the
Pioneer mutual fund into which to exchange, the fund account number(s), the
Class of shares to be exchanged and the dollar amount or number of shares to be
exchanged. Written exchange requests must be signed by all record owner(s)
exactly as the shares are registered. Written documentation may be required for
accounts registered in the name of a corporation or fiduciary.

X. DISTRIBUTION OF CLASS Y SHARES

     PFD incurs the expenses of distributing the Fund's Class Y shares, none of
which are reimbursed or paid for by the Fund. These expenses include fees paid
to, or on account of, broker-dealers and other qualifying institutions which
have sales agreements with PFD, advertising expenses, the cost of printing and
mailing prospectuses to potential investors and other direct and indirect
expenses associated with the sale of Fund's Class Y shares.

     PFD or its affiliates may make payments out of its own resources to dealers
and other persons who distribute shares of the Fund, including Class Y shares.
Such payments may be calculated by reference to the net asset value of shares
sold by such person or otherwise. Dealers and other persons may from time to
time be required to meet certain criteria in order to receive such payments.
Banks are currently prohibited under the Glass-Steagall Act from providing
certain underwriting or distribution services. If a bank was prohibited from
acting in any capacity or providing any of the described services, management
would consider what action, if any, would be appropriate.

     The Fund has adopted a Plan of Distribution for each Class of shares, other
than Class Y shares, in accordance with Rule


                                       8

<PAGE>

12b-1 under the 1940 Act pursuant to which certain distribution fees are paid to
PFD. For more information, see "Underwriting Agreement and Distribution Plans"
in the Statement of Additional Information.

XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION

     The Fund has elected to be treated, has qualified and intends to qualify
each year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code of 1986, as amended, (the "Code"), so that it will not pay federal
income tax on income and capital gains distributed to shareholders as required
under the Code.

     Under the Code, the Fund will be subject to a nondeductible 4% federal
excise tax on a portion of its undistributed ordinary income and capital gains
if it fails to meet certain distribution requirements with respect to each
calendar year. The Fund intends to make distributions in a timely manner and
accordingly does not expect to be subject to the excise tax.

     The Fund's policy is to pay to shareholders dividends from net investment
income, if any, and to make distributions from net long-term capital gains, if
any, usually in December. Distributions from net short-term capital gains, if
any, may be paid with such dividends; dividends from income and/or capital gains
may also be paid at such other times as may be necessary for the Fund to avoid
federal income or excise tax. Generally, dividends from the Fund's net
investment income, market discount income, net short-term capital gains and
certain net foreign exchange gains are taxable under the Code as ordinary
income, and dividends from the Fund's net long-term capital gains are taxable as
long-term capital gains. The Fund's distributions of long-term capital gains to
individuals or other noncorporate taxpayers are subject to different maximum tax
rates (which will be indicated in the annual tax information the Fund provides
to shareholders), depending generally upon the sources of, and the Fund's
holding periods for the assets that produce, the gains.

     UNLESS SHAREHOLDERS SPECIFY OTHERWISE, ALL DISTRIBUTIONS WILL BE
AUTOMATICALLY REINVESTED IN ADDITIONAL FULL AND FRACTIONAL SHARES OF THE FUND.
FOR FEDERAL INCOME TAX PURPOSES, ALL DIVIDENDS ARE TAXABLE AS DESCRIBED ABOVE
WHETHER A SHAREHOLDER TAKES THEM IN CASH OR REINVESTS THEM IN ADDITIONAL SHARES
OF THE FUND. Information as to the federal tax status of dividends and
distributions will be provided to shareholders annually. For further information
on the distribution options available to shareholders, see "Distribution
Options" below.

     Distributions by the Fund of the dividend income it receives from U.S.
corporations may qualify for the dividends-received deduction for corporate
shareholders, subject to holding-period requirements and debt-financing
restrictions under the Code.

     The Fund may be subject to foreign withholding taxes or other foreign taxes
on income (possibly including, in some cases, capital gains) from certain of its
foreign investments, which will reduce the yield on or return from those
investments. If, as anticipated, the Fund does not qualify to pass such taxes
through to its shareholders, they will neither treat such taxes as additional
income nor be entitled to any associated foreign tax credits or deductions.

     Dividends and other distributions and the proceeds of redemptions,
exchanges or repurchases of Fund shares paid to individuals and other non-exempt
payees will be subject to 31% backup withholding of federal income tax if the
Fund is not provided with the shareholder's correct taxpayer identification
number and certification that the number is correct and that the shareholder is
not subject to backup withholding or if the Fund receives notice from the IRS or
a broker that such withholding applies. Please refer to the Account Application
for additional information. 

     The description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or U.S.
corporations, partnerships, trusts or estates and who are subject to U.S.
federal income tax. Non-U.S. shareholders and tax-exempt shareholders are
subject to tax treatment that is not described above. Shareholders should
consult their own tax advisors regarding state, local and other applicable tax
laws, including the effect of recent federal tax legislation, in their
particular circumstances.

XII. SHAREHOLDER SERVICES

     PSC is the shareholder services and transfer agent for shares of the Fund.
PSC, a Massachusetts corporation, is a wholly owned subsidiary of PGI. PSC's
offices are located at 60 State Street, Boston, Massachusetts 02109, and
inquiries to PSC should be mailed to Shareholder Services, Pioneering Services
Corporation, P.O. Box 9150, Boston, Massachusetts 02205-8573. Brown Brothers
Harriman & Co. (the "Custodian") serves as the custodian of the Fund's portfolio
securities and other assets. The principal business address of the Mutual Fund
Division of the Custodian is 40 Water Street, Boston, Massachusetts 02109.

ACCOUNT AND CONFIRMATION STATEMENTS

     PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing the
details of transactions are sent to shareholders as transactions occur.

FINANCIAL REPORTS AND TAX INFORMATION

     As a shareholder, you will receive financial reports at least semiannually.
In January of each year the Fund will mail to you information about the tax
status of dividends and distributions.

DISTRIBUTION OPTIONS

     Dividends and capital gains distributions, if any, will automatically be
invested in additional shares of the Fund, at the applicable net asset value per
share, unless you indicate another option on the Account Application.

     Two other options available are (a) dividends in cash and capital gains
distributions in additional shares; and (b) all dividends and capital gains
distributions in cash. These two options are not available, however, for
retirement plans or an account with a net asset value of less than $500. Changes
in the distribution option may be made by written request to PSC.


                                       9

<PAGE>

     If you elect to receive either dividends or dividends and capital gains in
cash and a distribution check issued to you is returned by the U. S. Postal
Service as not deliverable or a distribution check remains uncashed for six
months or more, the amount of the check may be reinvested in your account. Such
additional shares will be purchased at the then current net asset value.
Furthermore, the distribution option on the account will automatically be
changed to the reinvestment option until such time as you request a different
option by writing to PSC.

TELEPHONE TRANSACTIONS

     Class Y accounts are automatically authorized to have telephone transaction
privileges as described above . To redeem or exchange Class Y shares by
telephone, call 1-888-294-4480 between the hours of 9:00 a.m. and 6:00 p.m.
Eastern time on weekdays. See "Selling Class Y Shares" and "Exchanging Class Y
Shares" for more information.

     To confirm that each transaction instruction received by telephone is
genuine, the Fund will record each telephone transaction, require the caller to
provide the personal identification number ("PIN") for the account and send you
a written confirmation of each telephone transaction. Different procedures may
apply to accounts that are registered to non-U.S. citizens or that are held in
the name of an institution or in the name of an investment broker-dealer or
other third party. If reasonable procedures, such as those described above, are
not followed, the Fund may be liable for any loss due to unauthorized or
fraudulent instructions. In all other cases, neither the Fund, PSC nor PFD will
be responsible for the authenticity of instructions received by telephone;
therefore, you bear the risk of loss for unauthorized or fraudulent telephone
transactions. The Fund may implement other procedures from time to time.

     During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the Fund by
telephone to institute a redemption or exchange. You should communicate with the
Fund in writing if you are unable to reach the Fund by telephone.

FACTFONE(SM)

     FactFone(SM)  is an  automated  inquiry and  telephone  transaction  system
available to Pioneer shareholders by dialing 1-800-225-4321. FactFone(SM) allows
shareholder access to current information on Pioneer mutual fund accounts and to
the prices and yields of all publicly  available Pioneer mutual funds.  Computer
assisted  telephone  purchases,  exchanges and redemptions of Class Y shares are
not currently available through FactFone(SM).

     The options and services available to shareholders may be revised,
suspended, or terminated at any time by PFD or by the Fund. You may establish
the services described in this section when you open your account. You may also
establish or revise many of them on an existing account by completing an Account
Options Form, which you may obtain by calling 1-888-294-4480.

XIII. THE FUND

     The Fund, an open-end, diversified management investment company (commonly
referred to as a mutual fund), was established as a Nebraska corporation on
January 16, 1968 and reorganized as a Delaware business trust on June 30, 1994.
The Fund has authorized an unlimited number of shares of beneficial interest. As
an open-end management investment company, the Fund continuously offers its
shares to the public and under normal conditions must redeem its shares upon the
demand of any shareholder at the then current net asset value per share less any
applicable CDSC. See "Redeeming Class Y Shares." The Fund is not required, and
does not intend, to hold annual shareholder meetings although special meetings
may be called for the purposes of electing or removing Trustees, changing
fundamental investment restrictions or approving a management contract. 

     The Fund reserves the right to create and issue additional series of
shares. The Trustees have the authority, without further shareholder approval,
to classify and reclassify the shares of the Fund, or any additional series of
the Fund, into one or more classes. As of the date of this Prospectus, the
Trustees have authorized the issuance of four classes of shares, designated
Class A, Class B, Class C and Class Y. The shares of each class represent an
interest in the same portfolio of investments of the Fund. Each class has equal
rights as to voting, redemption, dividends and liquidation, except that each
class bears different distribution and transfer agent fees and may bear other
expenses properly attributable to the particular class. Class A, Class B and
Class C shareholders have exclusive voting rights with respect to the Rule 12b-1
distribution plans adopted by holders of those shares in connection with the
distribution of shares. A Rule 12b-1 distribution plan has not been adopted with
respect to the Class Y shares of the Fund (see "Distribution of Class Y Shares"
for more information).

     In addition to the requirements under Delaware law, the Declaration of
Trust provides that a shareholder of the Fund may bring a derivative action on
behalf of the Fund only if the following conditions are met: (a) shareholders
eligible to bring such derivative action under Delaware law who hold at least
10% of the outstanding shares of the Fund, or 10% of the outstanding shares of
the series or class to which such action relates, shall join in the request for
the Trustees to commence such action; and (b) the Trustees must be afforded a
reasonable amount of time to consider such shareholder request and investigate
the basis of such claim. The Trustees shall be entitled to retain counsel or
other advisers in considering the merits of the request and shall require an
undertaking by the shareholders making such request to reimburse the Fund for
the expense of any such advisers in the event that the Trustees determine not to
bring such action.

     When issued and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information, shares of the Fund are fully paid and
non-assessable. Shares will remain on deposit with the Fund's transfer agent and
certificates will not normally be issued. The Fund reserves the right to charge
a fee for the issuance of Class A shares certificates; certificates will not be
issued for Class B, Class C or Class Y shares.


                                       10

<PAGE>


XIV. INVESTMENT RESULTS

     The average annual total return (for a designated period of time) on an
investment in the Fund may be included in advertisements, and furnished to
existing or prospective shareholders. The average annual total return for each
Class is computed in accordance with the SEC's standardized formula. The
calculation for all classes assumes the reinvestment of all dividends and
distributions at net asset value and does not reflect the impact of federal or
state income taxes. The periods illustrated would normally include one, five and
ten years (or since the commencement of the public offering of the shares of a
class, if shorter) through the most recent calendar quarter.

     One or more additional measures and assumptions, including but not limited
to historical total returns; distribution returns; results of actual or
hypothetical investments; changes in dividends, distributions or share values;
or any graphic illustration of such data may also be used. These data may cover
any period of the Fund's existence and may or may not include the impact of
sales charges, taxes or other factors.

     Other investments or savings vehicles and/or unmanaged market indices,
indicators of economic activity or averages of mutual fund results may be cited
or compared with the investment results of the Fund. The Fund may also include
securities industry or comparative performance information generally and in
advertising or materials marketing the Fund's shares. Such performance
information may include rankings or listings by magazines, newspapers or
independent statistical or ratings services, such as Lipper Analytical Services,
Inc. or Ibbotson Associates.

     The Fund's investment results will be calculated separately for each class
of shares and will vary from time to time depending on market conditions, the
composition of the Fund's portfolio, operating expenses of the Fund and expenses
attributed to a specific class of shares. All quoted investment results are
historical and should not be considered representative of what an investment in
the Fund may earn in any future period. For further information about the
calculation methods and uses of the Fund's investment results, see the Statement
of Additional Information. 



                                       11

<PAGE>


Pioneer Growth                                                   [Pioneer Logo]
Shares

60 STATE STREET
BOSTON, MASSACHUSETTS 02109

OFFICERS
JOHN F. COGAN, JR., CHAIRMAN AND PRESIDENT
DAVID D. TRIPPLE, EXECUTIVE VICE PRESIDENT

JEFFREY B. POPPENHAGEN, VICE PRESIDENT
WILLIAM H. KEOUGH, TREASURER

JOSEPH P. BARRI, SECRETARY


PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.


CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.


INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP


LEGAL COUNSEL
HALE AND DORR LLP

INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION


SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: 1-888-294-4480


SERVICE INFORMATION
If you would like information on the following, please call:
Existing and new accounts, prospectuses,
 applications, service forms
 and telephone transactions................................... 1-888-294-4480
FactFone(SM)
 Automated fund yields and automated prices and
 account information.......................................... 1-800-225-4321
Toll-free fax................................................. 1-888-294-4485
Visit our website:...................................... www.pioneerfunds.com



0498-4971
(C)Pioneer Funds Distributor, Inc.

    


<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                              PIONEER GROWTH SHARES
                                 60 State Street
                           Boston, Massachusetts 02109

                  CLASS A, CLASS B, CLASS C AND CLASS Y SHARES

   
                                 April 30, 1998    


This Statement of Additional Information is not a Prospectus, but should be read
in conjunction with the Class A, Class B and Class C Prospectus and the Class Y
Prospectus (each, a "Prospectus" and together, the "Prospectuses") dated May 1,
1998, as amended and/or supplemented from time to time, of Pioneer Growth Shares
(the "Fund"). A copy of each Prospectus can be obtained free of charge by
calling Shareholder Services at 1-800-225-6292 or by written request to the Fund
at 60 State Street, Boston, Massachusetts 02109. The most recent Annual Report
to Shareholders is attached to this Statement of Additional Information and is
hereby incorporated by reference.

                                TABLE OF CONTENTS
                                                                           PAGE

   
 1.      Investment Objective and Policies...........................         2
 2.      Investment Restrictions.....................................         5
 3.      Management of the Fund......................................         6
 4.      Investment Adviser..........................................        10
 5.      Underwriting Agreement and Distribution Plans...............        11
 6.      Shareholder Servicing/Transfer Agent........................        14
 7.      Custodian...................................................        14
 8.      Principal Underwriter.......................................        14
 9.      Independent Public Accountants..............................        15
10.      Portfolio Transactions......................................        15
11.      Tax Status..................................................        16
12.      Description of Shares.......................................        20
13.      Certain Liabilities.........................................        21
14.      Determination of Net Asset Value............................        21
15.      Systematic Withdrawal Plan..................................        22
16.      Letter of Intent............................................        23
17.      Investment Results..........................................        23
18.      Financial Statements........................................        26
         Appendix A - -Description of Bond Ratings...................        27
         Appendix B - -Performance Statistics........................        32
         Appendix C - -Other Pioneer Information.....................        45
    

          THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS
                AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE
            INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN EFFECTIVE
                                   PROSPECTUS.


                                       1


<PAGE>


1.       INVESTMENT OBJECTIVE AND POLICIES

   
         See "Investment Objective and Policies" in the Prospectuses for more
information concerning the investment objective and policies of the Fund.
Additional investment policies and a further description of some of the policies
described in the Prospectuses appear below. This Statement of Additional
Information should be read in conjunction with the Prospectuses. Capitalized
terms not otherwise defined herein have the meaning given to them in the
Prospectuses.    

RESTRICTED AND ILLIQUID SECURITIES

         With respect to liquidity determinations generally, the Board of
Trustees has the ultimate responsibility for determining whether specific
securities, including Rule 144A securities, are liquid or illiquid. The Board
has delegated the function of making day to day determinations of liquidity to
Pioneering Management Corporation ("PMC"), pursuant to guidelines reviewed by
the Trustees. PMC takes into account a number of factors in reaching liquidity
decisions. These factors may include but are not limited to: (i) the frequency
of trading in the security; (ii) the number of dealers who make quotes in the
securities; (iii) the number of dealers who have undertaken to make a market in
the security; (iv) the number of potential purchasers; and (v) the nature of the
security and how trading is effected (e.g., the time needed to sell the
security, how offers are solicited and the mechanics of transfer). PMC will
monitor the liquidity of securities in the Fund's portfolio and report
periodically on such decisions to the Trustees.

         Since it is not possible to predict with assurance exactly how the
market for restricted securities sold and offered under Rule 144A will develop,
the Board will carefully monitor the Fund's investments in these securities,
focusing on such important factors, among others, as valuation, liquidity and
availability of information. This investment practice could have the effect of
increasing the level of illiquidity in the Fund to the extent that qualified
institutional buyers become for a time uninterested in purchasing these
restricted securities.

LOWER QUALITY DEBT OBLIGATIONS

         The Fund may invest up to 5% of its net assets in debt securities which
are rated in the lowest rating categories by Standard & Poor's Ratings Group
("Standard & Poor's") or by Moody's Investors Service, Inc. ("Moody's") (i.e.,
ratings of BB or lower by Standard & Poor's or Ba or lower by Moody's) or, if
unrated by such rating organizations, determined to be of comparable quality by
PMC. In addition, the Fund may invest in medium quality debt securities (i.e.,
securities rated BBB by Standard & Poor's or Baa by Moody's, or unrated
securities determined by PMC to be of comparable quality).

         Bonds rated BB or Ba or below or comparable unrated securities are
commonly referred to as "junk bonds" and are considered speculative and may be
questionable as to principal and interest payments. In some cases, such bonds
may be highly speculative, have poor prospects for reaching investment standing
and be in default. As a result, investment in such bonds will entail greater
speculative risks than those associated with investment in investment grade
bonds (i.e., bonds rated BBB or better by Standard & Poor's or Baa or better by
Moody's or, if unrated by such rating organizations, determined to be of
comparable quality by PMC).

         The amount of junk bond securities outstanding has proliferated in
conjunction with the increase in merger and acquisition and leveraged buyout
activity. An economic downturn could severely affect the ability of highly
leveraged issuers to service their debt obligations or to repay their
obligations upon maturity. Factors having an adverse impact on the market value
of lower quality securities will have an adverse effect on the Fund's net asset
value to the extent that it invests in such securities. In addition, the


                                       2


<PAGE>


Fund may incur additional expenses to the extent it is required to seek
recovery upon a default in payment of principal or interest on its portfolio
holdings.

         The secondary market for junk bond securities, which is concentrated in
relatively few market makers, may not be as liquid as the secondary market for
more highly rated securities, a factor which may have an adverse effect on the
Fund's ability to dispose of a particular security when necessary to meet its
liquidity needs. Under adverse market or economic conditions, the secondary
market for junk bond securities could contract further, independent of any
specific adverse changes in the condition of a particular issuer. As a result,
the Fund could find it more difficult to sell these securities or may be able to
sell the securities only at prices lower than if such securities were widely
traded. Prices realized upon the sale of such lower rated or unrated securities,
under these circumstances, may be less than the prices used in calculating the
Fund's net asset value.

         Certain proposed and recently enacted federal laws including the
required divestiture by federally insured savings and loan associations of their
investments in junk bonds and proposals designed to limit the use, or tax and
other advantages, of junk bond securities could adversely affect the Fund's net
asset value and investment practices. Such proposals could also adversely affect
the secondary market for junk bond securities, the financial condition of
issuers of these securities and the value of outstanding junk bond securities.
The form of such proposed legislation and the possibility of such legislation
being passed are uncertain.

         Since investors generally perceive that there are greater risks
associated with the medium to lower quality debt securities of the type in which
the Fund may invest a portion of its assets, the yields and prices of such
securities may tend to fluctuate more than those for higher rated securities. In
the lower quality segments of the debt securities market, changes in perceptions
of issuers' creditworthiness tend to occur more frequently and in a more
pronounced manner than do changes in higher quality segments of the debt
securities market, resulting in greater yield and price volatility.

         Medium-to-lower rated and comparable unrated debt securities tend to
offer higher yields than higher rated securities with the same maturities
because the historical financial condition of the issuers of such securities may
not have been as strong as that of other issuers. Since medium to lower rated
securities generally involve greater risks of loss of income and principal than
higher rated securities, investors should consider carefully the relative risks
associated with investment in securities which carry medium to lower ratings and
in comparable unrated securities. PMC will attempt to reduce these risks through
portfolio diversification and by analysis of each issuer and its ability to make
timely payments of income and principal, as well as broad economic trends and
corporate developments.

         The prices of all debt securities generally fluctuate in response to
the general level of interest rates. Another factor which causes fluctuations in
the prices of debt securities is the supply and demand for similarly rated
securities. Fluctuations in the prices of portfolio securities subsequent to
their acquisition will not affect any cash income from such securities but will
be reflected in the Fund's net asset value.

FORWARD FOREIGN CURRENCY TRANSACTIONS

   
         The Fund may engage in forward foreign currency transactions. These
transactions may be conducted on a spot, i.e., cash basis, at the spot rate for
purchasing or selling currency prevailing in the foreign exchange market. The
Fund also has authority to enter into in forward foreign currency exchange
contracts involving currencies of the different countries in which the Fund will
invest as a hedge against possible variations in the foreign exchange rate
between these currencies and the U.S. dollar. This is accomplished through
contractual agreements to purchase or sell a specified currency at a specified
future date and price set at the time of the contract. The Fund's transactions
in forward foreign currency contracts


                                       3


<PAGE>


will be limited to hedging either specific transactions or portfolio
positions. Transaction hedging is the purchase or sale of forward foreign
currency contracts with respect to specific receivables or payables of the Fund,
accrued in connection with the purchase and sale of its portfolio securities
denominated in foreign currencies. Portfolio hedging is the use of forward
foreign currency contracts to offset portfolio security positions denominated or
quoted in such foreign currencies. There is no guarantee that the Fund will be
engaged in hedging activities when adverse exchange rate movements occur. The
Fund will not attempt to hedge all of its foreign portfolio positions, and will
enter into such transactions only to the extent, if any, deemed appropriate by
the investment adviser. The Fund will not enter into speculative forward foreign
currency contracts.    

         If the Fund enters into a forward contract to purchase foreign
currency, the custodian bank will segregate cash or high grade liquid debt
securities in a separate account in an amount equal to the value of the total
assets committed to the consummation of such forward contract. Those assets will
be valued at market daily and if the value of the assets in the separate account
declines, additional cash or securities will be placed in the accounts so that
the value of the account will equal the amount of the Fund's commitment with
respect to such contracts.

   
         Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also limit the opportunity
for gain if the value of the hedged currency should rise. Moreover, it may not
be possible for the Fund to hedge against a devaluation that is so generally
anticipated that the Fund is not able to contract to sell the currency at a
price above the devaluation level it anticipates.    

         The cost to the Fund of engaging in foreign currency transactions
varies with such factors as the currency involved, the size of the contract, the
length of the contract period and the market conditions then prevailing. Since
transactions in foreign currency  and forward contracts are usually conducted on
a principal basis, no fees or commissions are involved. The Fund may close out a
forward position in a currency by selling the forward contract or by entering
into an offsetting forward contract.

WARRANTS

   
         The Fund may invest in warrants, which are securities permitting, but
not obligating, their holder to subscribe for other securities. Warrants do not
carry with them the right to dividends or voting rights with respect to the
securities that they entitle their holders to purchase, and they do not
represent any rights in the assets of the issuer. As a result, an investment in
warrants may be considered more speculative than certain other types of
investments. In addition, the value of a warrant does not necessarily change
with the value of the underlying securities and a warrant expires worthless if
it is not exercised on or prior to its expiration date. Although the Fund does
not have a formal percentage limitation on such investments, it is not expected
that PMC will invest more than 5% of the Fund's net assets in such securities.

OTHER INVESTMENT COMPANIES

Under the 1940 Act, the Fund may not acquire the securities of other domestic or
foreign investment companies or investment funds if, as a result, (i) more than
10% of the Fund's total assets would be invested in securities of other
investment companies, (ii) such purchase would result in more than 3% of the
total outstanding voting securities of any one investment company being held by
the Fund, or (iii) more than 5% of the Fund's total assets would be invested in
any one investment company. These limitations do not apply to the purchase of
shares of any investment company in connection with a merger, consolidation,
reorganization or acquisition of substantially all the assets of another
investment


                                       4


<PAGE>


company. The Fund as shareholder in the securities of another investment
companies, will bear its pro rata portion of the other investment company's
expenses, including advisory fees. These expenses are in addition to the direct
expenses of the Fund's own operations.    

PORTFOLIO TURNOVER RATE

         The Fund will limit portfolio turnover to the extent practicable and
consistent with its investment objective and policies. In any event, the Fund
does not consider the rate of portfolio turnover a limiting factor where
management considers changes necessary and as the Fund may deem it advisable to
take advantage of short-term trends by purchases and sales of securities. The
Fund's investment policy from time to time may result in the portfolio turnover
being higher than that of investment companies with investment objectives
different from that of the Fund. A higher portfolio turnover rate may result in
correspondingly higher transaction costs.

2.       INVESTMENT RESTRICTIONS

   
         FUNDAMENTAL INVESTMENT RESTRICTIONS. The Fund considers the investment
objective, the investment policy under the caption "Restricted and Illiquid
Securities," and the following restrictions as fundamental policies which cannot
be changed without approval by a "majority of the outstanding voting securities
(as defined in Section 2(a)(42) of the 1940 Act) of the Fund. All other
investment policies and restrictions are considered non-fundamental and may be
changed by approval of the Trustees without the vote of shareholders.    

THE FUND MAY NOT:

   
         (1) Concentrate the investment of its assets in any one industry or
group of industries and therefore will not invest 25% or more of its total
assets in any one industry;    

         (2) Purchase securities on margin, but it may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities;

         (3) Make short sales of securities unless at the time of such sale it
owns or has the right to acquire as a result of the ownership of convertible or
exchangeable securities, and without the payment of further consideration, an
equal amount of such securities which it will retain so long as it is in a short
position. At no time will more than 10% of the value of the Fund's assets be
committed to short sales;

         (4) 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;

         (5) 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;

         (6) Act as an underwriter, except as it may be deemed to be an
underwriter in a sale of restricted securities held in its portfolio, or 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;


                                       5


<PAGE>


         (7) Purchase any security (other than obligations of the U.S.
Government, its agencies or instrumentalities), if as a result: (a) more than
25% of the value of the Fund's total assets would then be invested in securities
of any single issuer, or (b) as to 75% of the value of the Fund's total assets:
(i) more than 5% of the value of the Fund's total assets would then be invested
in securities of any single issuer, or (ii) the Fund would own more than 10% of
the voting securities of any single issuer;

         (8) 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.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS.

         It is not the policy of the Fund to invest in any company for the
purpose of acquiring or exercising management or control of such company. This
policy is non-fundamental and may be changed by approval of the Trustees without
the vote of the shareholders. In view of the risks of loss inherent in investing
in equity securities, there is no assurance that the investment objective of the
Fund will be achieved or that shareholders will be protected from incurring any
losses on their investments.

         If a percentage restriction on investment or utilization of assets set
forth in any of the above is adhered to at the time an investment is made, a
later change in percentage resulting from changing values or a change in the
rating of a portfolio security will not be considered a violation of policy.

3.         MANAGEMENT OF THE FUND

           The Fund's Board of Trustees provides broad supervision over the
affairs of the Fund. The officers of the Fund are responsible for the Fund's
operations. The Trustees and executive officers of the Fund are listed below,
together with their principal occupations during the past five years. An
asterisk indicates those Trustees who are interested persons of the Fund within
the meaning of the 1940 Act.

JOHN F. COGAN, JR.*, CHAIRMAN OF THE BOARD, PRESIDENT AND TRUSTEE,
DOB: JUNE 1926
   
         President, Chief Executive Officer and a Director of The Pioneer Group,
Inc. ("PGI"); Chairman and a Director of Pioneering Management Corporation
("PMC") and Pioneer Funds Distributor, Inc. ("PFD"); Director of Pioneering
Services Corporation ("PSC"), Pioneer Capital Corporation ("PCC"), Pioneer Real
Estate Advisors, Inc., 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
First Polish Investment Fund Joint Stock Company, S.A. and Pioneer Czech
Investment Company, A.S.; Chairman, President and Trustee of all of the Pioneer
mutual funds; Director of Pioneer Global Equity Fund Plc, Pioneer Global Bond
Fund Plc,


                                       6


<PAGE>


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).    

MARY K. BUSH, TRUSTEE, DOB: APRIL 1948
4201 CATHEDRAL AVENUE, NW, WASHINGTON, DC  20016
   
         President, Bush & Co., an international financial advisory firm;
Director and/or Trustee of Mortgage Guaranty Insurance Corporation, Novecon
Management Company, Hoover Institution, Folger Shakespeare Library, March of
Dimes, Project 2000, Inc. (not-for-profit educational organization), Small
Enterprise Assistance Fund and Wilberforce University; Advisory Board Member,
Washington Mutual Investors Fund, a registered investment company; and Trustee
of all the Pioneer mutual funds, except Pioneer Variable Contracts Trust.    

RICHARD H. EGDAHL, M.D., TRUSTEE, DOB: DECEMBER 1926
BOSTON UNIVERSITY HEALTH POLICY INSTITUTE, 53 BAY STATE ROAD, BOSTON, MA  02115
   
         Alexander Graham Bell Professor of Health Care Entrepreneurship, Boston
University; Professor of Management, Boston University School of Management;
Professor of Public Health, Boston University School of Public Health; Professor
of Surgery, Boston University School of Medicine; University Professor, Boston
University; Director, Boston University Health Policy Institute and Boston
University Program for Health Care Entrepreneurship; Director, CORE (management
of workers' compensation and disability costs - NASDAQ); Director, WellSpace
(provider of complementary health care); Trustee, Boston Medical Center;
Honorary Trustee, Franciscan Children's Hospital; and Trustee of all of the
Pioneer mutual funds.    

MARGARET B.W. GRAHAM, TRUSTEE, DOB: MAY 1947
THE KEEP, P.O. BOX 110, LITTLE DEER ISLE, ME  04650
         Founding Director, The Winthrop Group, Inc. (consulting firm); Manager
of Research Operations, Xerox Palo Alto Research Center, from 1991 to 1994;
Professor of Operations Management and Management of Technology and Associate
Dean, Boston University School of Management, from 1989 to 1993; and Trustee of
all the Pioneer mutual funds, except Pioneer Variable Contracts Trust.

JOHN W. KENDRICK, TRUSTEE, DOB: JULY 1917
6363 WATERWAY DRIVE, FALLS CHURCH, VA  22044
         Professor Emeritus, George Washington University; Director, American
Productivity and Quality Center; Adjunct Scholar, American Enterprise Institute;
and Trustee of all of the Pioneer mutual funds, except Pioneer Variable
Contracts Trust.

MARGUERITE A. PIRET, TRUSTEE, DOB: MAY 1948
ONE BOSTON PLACE, SUITE 2635, BOSTON, MA  02108
         President, Newbury, Piret & Company, Inc. (merchant banking firm);
Trustee of Boston Medical Center; Member of the Board of Governors of the
Investment Company Institute; and Trustee of all of the Pioneer mutual funds.


                                       7


<PAGE>


DAVID D. TRIPPLE*, TRUSTEE AND EXECUTIVE VICE PRESIDENT, DOB: FEBRUARY 1944
   
         Executive Vice President and a Director of PGI; President, Chief
Investment Officer and a Director of PMC; Director of PFD, PCC, PIntl, First
Russia, Omega, Pioneer SBIC Corporation ("Pioneer SBIC"), PMIL, 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 Executive Vice President and Trustee of all of the
Pioneer mutual funds.    

STEPHEN K. WEST, TRUSTEE, DOB: SEPTEMBER 1928
125 BROAD STREET, NEW YORK, NY  10004
   
         Of Counsel to Sullivan & Cromwell (law firm); Trustee, The Winthrop
Focus Funds (mutual funds); and Trustee of all of the Pioneer mutual funds.    

JOHN WINTHROP, TRUSTEE, DOB: JUNE 1936
ONE NORTH ADGERS WHARF, CHARLESTON, SC  29401
     President, John Winthrop & Co., Inc. (private investment firm); Director of
NUI Corp. (energy sales, services and distribution); and Trustee of all of the
Pioneer mutual funds, except Pioneer Variable Contracts Trust.

WILLIAM H. KEOUGH, TREASURER, DOB: APRIL 1937
         Senior Vice President, Chief Financial Officer and Treasurer of PGI;
Treasurer of PFD, PMC, PSC, PCC, PIntl, PMT, PGL, First Russia, Omega and
Pioneer SBIC; and Treasurer of all of the Pioneer mutual funds.

JOSEPH P. BARRI, SECRETARY, DOB: AUGUST 1946
         Corporate Secretary of PGI and most of its subsidiaries; Secretary of
all of the Pioneer mutual funds; and Partner, Hale and Dorr LLP.

ERIC W. RECKARD, ASSISTANT TREASURER, DOB: JUNE 1956
   
         Manager of Business Planning and Internal Audit of PMC since September
1998; Manager of Fund Accounting of PMC since May 1994; Manager of Auditing,
Compliance and Business Analysis for PGI prior to May 1994; and Assistant
Treasurer of all of the Pioneer mutual funds.    

ROBERT P. NAULT, ASSISTANT SECRETARY, DOB: MARCH 1964
         General Counsel and Assistant Secretary of PGI since 1995; Assistant
Secretary of PMC, PIntl, PGL, First Russia, Omega and all of the Pioneer mutual
funds; Assistant Clerk of PFD and PSC; and junior partner of Hale and Dorr LLP
prior to 1995.

JEFFREY B. POPPENHAGEN, VICE PRESIDENT, DOB: MARCH 1962
   
           Vice President of PMC since February 1996; Vice President of the
Growth Shares Portfolio of Pioneer Variable Contracts Trust; and formerly a
portfolio manager for a number of equity portfolios.

           The Fund's Agreement and Declaration of Trust, dated June 16, 1994
(the "Declaration"), provides that the holders of two-thirds of its outstanding
shares may vote to remove a Trustee of the Fund at any meeting of shareholders.
See "Description of Shares" below. The business address of all officers is 60
State Street, Boston, Massachusetts 02109.

           All of the outstanding capital stock of PFD, PMC and PSC is owned,
directly or indirectly, by PGI, a publicly owned Delaware corporation. PMC, the
Fund's investment adviser, serves as the


                                       8


<PAGE>


investment adviser for the Pioneer mutual funds listed below and manages
the investments of certain institutional accounts.    

           The table below lists all the Pioneer mutual funds currently offered
to the public and the investment adviser and principal underwriter for each
fund.
                                         Investment                   Principal
FUND NAME                                  ADVISER                   UNDERWRITER

   
Pioneer World Equity Fund                    PMC                         PFD
Pioneer International Growth Fund            PMC                         PFD
Pioneer Europe Fund                          PMC                         PFD
Pioneer Emerging Markets Fund                PMC                         PFD
Pioneer India Fund                           PMC                         PFD
Pioneer Capital Growth Fund                  PMC                         PFD
Pioneer Mid-Cap Fund                         PMC                         PFD
Pioneer Growth Shares                        PMC                         PFD
Pioneer Micro-Cap Fund                       PMC                         PFD
Pioneer Small Company Fund                   PMC                         PFD
Pioneer Independence Fund                    PMC                       Note 1
Pioneer Gold Shares                          PMC                         PFD
Pioneer Equity-Income Fund                   PMC                         PFD
Pioneer Fund                                 PMC                         PFD
Pioneer II                                   PMC                         PFD
Pioneer Real Estate Shares                   PMC                         PFD
Pioneer Balanced Fund                        PMC                         PFD
Pioneer Short-Term Income Trust              PMC                         PFD
Pioneer America Income Trust                 PMC                         PFD
Pioneer Bond Fund                            PMC                         PFD
Pioneer Intermediate Tax-Free Fund           PMC                         PFD
Pioneer Tax-Free Income Fund                 PMC                         PFD
Pioneer Cash Reserves Fund                   PMC                         PFD
Pioneer Interest Shares                      PMC                        Note 2
Pioneer Variable Contracts Trust             PMC                       Note 32
    

- - ------------
   
Note 1 This fund is available to the general public only through Pioneer
Independence Plans, a systematic investment plan sponsored by PFD.

Note 2 This fund is a closed-end fund.

Note 3 This is a series of ten separate portfolios designed to provide
investment vehicles for the variable annuity and variable life insurance
contracts of various insurance companies or for certain qualified pension plans.

         As of March 31, 1998, to the knowledge of the Fund, no officer or
Trustee of the Fund owned 5% or more of the issued and outstanding shares of
PGI, except Mr. Cogan who then owned approximately 14% of such shares. As of
March 31, 1998 the officers and Trustees owned beneficially in aggregate less
than 1% of the outstanding shares of the Fund. As of March 31, 1998, Tommie D.
Thompson, Trustee for Mutual of Omaha 401(k) Long-Term Savings Plan, Mutual of
Omaha Plaza, Omaha, NE 68175 owned approximately 3,179,672 (7.79%) of the Class
A shares of the Fund; and Merrill Lynch Pierce Fenner & Smith, Inc. for the Sole
Benefit of its Customers, Mutual Fund Administration, 4800 Deer Lake Drive East,
Third Floor, Jacksonville, FL 32246-6484 owned


                                       9


<PAGE>


approximately 2,108,317 (13.78%) of the Class B shares of the Fund and
855,722 (27.14%) of the Class C shares of the Fund.

         COMPENSATION OF OFFICERS AND TRUSTEES. The Fund pays no salaries or
compensation to any of its officers; however, the Fund pays an annual trustee's
fee to each Trustee who is not affiliated with PMC, PGI, PFD or PSC consisting
of two components: (a) a base fee of $500 and (b) a variable fee, calculated on
the basis of the average net assets of the Fund. In addition, the Fund pays a
per meeting fee of $100 to each Trustee who is not affiliated with PMC, PGI, PFD
or PSC and pays an annual trustee's fee of $500 plus expenses to each Trustee
affiliated with PMC, PGI, PFD or PSC. . The Fund also pays an annual committee
participation fee to Trustees who serve as members of committees established to
act on behalf of one or more of the Pioneer mutual funds. Committee fees are
allocated to the Fund on the basis of the Fund's average net assets. Each
Trustee who is a member of the Audit Committee for the Pioneer mutual funds
receives an annual fee equal to 10% of the aggregate annual trustee's fee,
except the Committee Chair who receive an annual trustee's fee equal to 20% of
the aggregate annual trustee's fee. Members of the Pricing Committee for the
Pioneer mutual funds, as well as any other committee which renders material
functional services to the Boards of Trustees for the Pioneer mutual funds,
receive an annual fee equal to 5% of the annual trustee's fee, except the
Committee Chair who receives an annual trustee's fee equal to 10% of the annual
trustee's fee. Each Trustee who is not affiliated with PMC, PGI, PFD or PSC
receives $375 per meeting for attendance at meetings of the Non-Interested
Trustees, except for the Committee Chair who will receive an additional $375 per
meeting. Any such fees paid to interested Trustees are reimbursed to the Fund
under its management contract.

         The following table sets forth certain information with respect to the
compensation of each Trustee for the year ended December 31, 1997:    
                                                               Total Compensa-
                                                                tion from the
   
                                             Pension or        Fund and Other
    
                            Aggregate        Retirement
                          Compensation        Benefits            Pioneer
   
NAME OF TRUSTEE           FROM THE FUND    ACCRUED AS PART      MUTUAL FUNDS
                                          of Fund Expenses    

   
John F. Cogan, Jr.             $  500             $0              $12,000
Mary K. Bush                   $1,136              0               30,000
Richard H. Egdahl, M.D.         2,212              0               62,000
Margaret B.W. Graham            2,212              0               60,000
John W. Kendrick                2,052              0               55,800
Marguerite A. Piret             2,726              0               80,000
David D. Tripple                  500              0               12,000
Stephen K. West                 2,242              0               63,800
John Winthrop                   2,516              0               69,000
                                     ------------------------------------

  Totals                      $16,096             $0             $444,600
                              =======             ==             ========    

4.       INVESTMENT ADVISER

   
         As stated in the Prospectus, PMC, 60 State Street, Boston,
Massachusetts 02109, serves as the Fund's investment adviser. PMC became the
Fund's investment adviser on December 1, 1993. Prior to that date, Mutual of
Omaha Fund Management Company ("FMC") served as the Fund's investment adviser.
The term of the management contract is one year and is renewable annually by the
vote of a majority of the Board of Trustees of the Fund (including a majority of
the Board of Trustees who are not parties to the contract or interested persons
of any such parties) cast in person at a meeting called for the purpose of
voting on such renewal. This contract terminates if assigned and may be
terminated without


                                       10


<PAGE>


penalty by either party by vote of its Board of Directors or Trustees or
vote of a majority of the Fund's outstanding securities and the giving of 60
days' written notice. Pursuant to the management 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 securities on the recommendation of PMC. PMC, however, is not
protected against liability by reason of 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 the management contract.

         As compensation for its management services and expenses incurred, PMC
is entitled to a management fee at the following rates per annum of the Fund's
average daily net assets. This fee is computed and accrued daily and paid
monthly.

NET ASSETS..............................ANNUAL RATE
- - ---------------------------------------------------

For assets up to $250,000,000...........      0.50%
For assets in excess of $250,000,000
 to $300,000,000........................      0.48%
Over $300,000,000.......................      0.45%    

         The Fund paid $879,379, $1,284,948 and $2,401,013 in management fees to
PMC for the fiscal years ended December 31, 1995, December 31, 1996 and December
31, 1997, respectively.

5    UNDERWRITING AGREEMENT AND DISTRIBUTION PLANS

   
     The Fund entered into an underwriting agreement with PFD. The
underwriting agreement will continue from year to year if annually approved by
the Trustees. The underwriting agreement provides that PFD will bear certain
distribution expenses not borne by the Fund.    

   
PFD bears all expenses it incurs in providing services under the
underwriting agreement. Such expenses include compensation to its employees and
representatives and to securities dealers for distribution-related services
performed for the Fund. PFD also pays certain expenses in connection with the
distribution of the Fund's shares, including the cost of preparing, printing and
distributing advertising or promotional materials, and the cost of printing and
distributing prospectuses and supplements to prospective shareholders. The Fund
bears the cost of registering its shares under federal and state securities law.
The Fund and PFD have agreed to indemnify each other against certain
liabilities, including liabilities under the 1933 Act. Under the underwriting
agreement, PFD will use its best efforts in rendering services to the Fund.    

     The Fund has adopted a Plan of Distribution for each Class of shares
(except Class Y shares) in accordance with Rule 12b-1 under the 1940 Act (the
"Class A Plan," the "Class B Plan" and the "Class C Plan") (together, the
"Plans") pursuant to which certain distribution fees are paid to PFD.

CLASS A PLAN

   
     Pursuant to the Class A Plan, the Fund may reimburse PFD for its
expenditures in financing any activity primarily intended to result in the sale
of Class A shares of the Fund. Certain categories of such expenditures have been
approved by the Board of Trustees and are set forth in the Prospectus. See
"Distribution Plans" in the Prospectus. The expenses of the Fund pursuant to the
Class A Plan are accrued on a fiscal year basis and may not exceed, with respect
to the Class A shares, the annual rate of 0.25% of the Fund's average daily net
assets attributable to Class A shares.    

         The Class A Plan does not provide for the carryover of reimbursable
expenses beyond 12 months from the time the Fund is first invoiced for an
expense. The limited carryover provision in the Class A


                                       11


<PAGE>


Plan may result in an expense invoiced to the Fund in one fiscal year being
paid in the subsequent fiscal year and thus being treated for purposes of
calculating the maximum expenditures of the Fund as having been incurred in the
subsequent fiscal year. In the event of termination or non-continuance of the
Class A Plan, the Fund has 12 months to reimburse any expense which it incurs
prior to such termination or non-continuance, provided that payments by the Fund
during such 12-month period shall not exceed 0.25% of the Fund's average daily
net assets attributable to the Class A shares during such period.

CLASS B PLAN

     The Class B Plan provides that the Fund shall pay PFD, as the Fund's
distributor for its Class B shares, a daily distribution fee equal on an annual
basis to 0.75% of the Fund's average daily net assets attributable to Class B
shares and will pay PFD a service fee equal to 0.25% of the Fund's average daily
net assets attributable to Class B shares (which PFD will in turn pay to
securities dealers which enter into a sales agreement with PFD at a rate of up
to 0.25% of the Fund's average daily net assets attributable to Class B shares
owned by investors for whom that securities dealer is the holder or dealer of
record). This service fee is intended to be in consideration for personal
services and/or account maintenance services rendered by the dealer with respect
to Class B shares. PFD will advance to dealers the first-year service fee at a
rate equal to 0.25% of the amount invested. As compensation therefor, PFD may
retain the service fee paid by the Fund with respect to such shares for the
first year after purchase. Dealers will become eligible for additional service
fees with respect to such shares commencing in the thirteenth month following
purchase. Dealers may from time to time be required to meet certain other
criteria in order to receive service fees. PFD or its affiliates are entitled to
retain all service fees payable under the Class B Plan for which there is no
dealer of record or for which qualification standards have not been met as
partial consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.

   
     The purpose of distribution payments to PFD under the Class B Plan is to
compensate PFD for its distribution services with respect to Class B shares of
the Fund. PFD pays commissions to dealers as well as expenses of printing
prospectuses and reports used for sales purposes, expenses with respect to the
preparation and printing of sales literature and other distribution-related
expenses, including, without limitation, the cost necessary to provide
distribution-related services or personnel, travel, office expenses and
equipment. The Class B Plan also provides that PFD will receive all CDSCs
attributable to Class B shares. (See "Distribution Plans" in the Prospectus.).
When a broker-dealer sells Class B shares and elects, with PFD's approval, to
waive its right to receive the commission normally paid at the time of the sale,
PFD may cause all or a portion of the distribution fees described above to be
paid to the broker-dealer.    

CLASS C PLAN

   
     The Class C Plan provides that the Fund will pay PFD, as the Fund's
distributor for its Class C shares, a distribution fee accrued daily and paid
quarterly, equal on an annual basis to 0.75% of the Fund's average daily net
assets attributable to Class C shares and will pay PFD a service fee equal to
0.25% of the Fund's average daily net assets attributable to Class C shares. PFD
will in turn pay to securities dealers which enter into a sales agreement with
PFD a distribution fee and a service fee at rates of up to 0.75% and 0.25%,
respectively, of the Fund's average daily net assets attributable to Class C
shares owned by investors for whom that securities dealer is the holder or
dealer of record. The service fee is intended to be in consideration of personal
services and/or account maintenance services rendered by the dealer with respect
to Class C shares. PFD will advance to dealers the first-year service fee at a
rate equal to 0.25% of the amount invested. As compensation therefor, PFD may
retain the service fee paid by the Fund with respect to such shares for the
first year after purchase. Commencing in the thirteenth month following a
purchase of Class C shares, dealers will become eligible for additional service
fees at a rate of up to 0.25% of the current value of the amount invested and
additional


                                       12

<PAGE>


compensation at a rate of up to 0.75% of the average net asset value with
respect to such shares. Dealers may from time to time be required to meet
certain other criteria in order to receive service fees. PFD or its affiliates
are entitled to retain all service fees payable under the Class C Plan for which
there is no dealer of record or for which qualification standards have not been
met as partial consideration for personal services and/or account maintenance
services performed by PFD or its affiliates for shareholder accounts.

     The purpose of distribution payments to PFD under the Class C Plan is to
compensate PFD for its distribution services with respect to the Class C shares
of the Fund. PFD pays commissions to dealers as well as expenses of printing
prospectuses and reports used for sales purposes, expenses with respect to the
preparation and printing of sales literature and other distribution-related
expenses, including, without limitation, the cost necessary to provide
distribution-related services, or personnel, travel, office expenses and
equipment. The Class C Plan also provides that PFD will receive all CDSCs
attributable to Class C shares. (See "Distribution Plans" in the Prospectus.)
When a broker-dealer sells Class C shares and elects, with PFD's approval, to
waive its right to receive the commission normally paid at the time of the sale,
PFD may cause all or a portion of the distribution fees described above to be
paid to the broker-dealer.    

     PFD incurs the expenses of distributing the Fund's Class Y shares, none of
which are reimbursed or paid for by the Fund. These expenses include any
commissions or account servicing fees paid to, or on account of, broker-dealers
which have sales agreements with PFD and certain qualifying registered
investment advisers and other financial institutions.

GENERAL

   
     In accordance with the terms of the Plans, PFD provides to the Fund for
review by the Trustees a quarterly written report of the amounts expended under
the respective Plans and the purpose for which such expenditures were made. In
the Trustees' quarterly review of the Plans, they will consider the continued
appropriateness and the level of reimbursement or compensation the Plans
provide.    

         No interested person of the Fund, nor any Trustee of the Fund who is
not an interested person of the Fund, has any direct or indirect financial
interest in the operation of the Plans except to the extent that PFD and certain
of its employees may be deemed to have such an interest as a result of receiving
a portion of the amounts expended under the Plans by the Fund and except to the
extent certain officers may have an interest in PFD's ultimate parent, PGI.

   
         The Plans were adopted by a majority vote of the Board of Trustees,
including all of the Trustees who are not, and were not at the time they voted,
"interested persons" of the Fund, as defined in the 1940 Act (none of whom had
or have any direct or indirect financial interest in the operation of the
Plans), cast in person at a meeting called for the purpose of voting on the
Plans. In approving the Plans, the Trustees identified and considered a number
of potential benefits which the Plans may provide. The Board of Trustees
believes that there is a reasonable likelihood that the Plans will benefit the
Fund and its current and future shareholders. Under their terms, the Plans
remain in effect from year to year provided such continuance is approved
annually by vote of the Trustees in the manner described above. The Plans may
not be amended to increase materially the annual percentage limitation of
average net assets which may be spent for the services described therein without
approval of the shareholders of the Fund affected thereby, and material
amendments to the Plans must also be approved by the Trustees in the manner
described above. A Plan may be terminated at any time, without payment of any
penalty, by vote of the majority of the Trustees who are not interested persons
of the Fund and have no direct or indirect financial interest in the operations
of the Plan, or by a vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities (as defined in the 1930 Act) of the respective
class of the Fund. A Plan will automatically terminate in the event of its
assignment (as defined in the 1940 Act).


                                       13


<PAGE>


     During the fiscal year ended December 31, 1997, the Fund incurred total
distribution fees pursuant to the Fund's Class A Plan, Class B Plan and Class C
Plan, respectively, as follows: $1,018,801, $804,344 and $126,321. Distribution
fees were paid by the Fund to PFD in reimbursement of or as compensation for
expenses related to servicing shareholder accounts and to compensate dealers and
sales personnel.

     Redemptions of each class of shares (except Class Y shares) may be subject
to a CDSC. A CDSC of 1.00% may be imposed on redemptions of certain net asset
value purchases of Class A shares within one year of purchase. Class B shares
that are redeemed within six years of purchase are subject to a CDSC at
declining rates beginning at 4% based on the lower of the cost or market value
of the shares being redeemed. Redemptions of Class C shares within one year of
purchase are subject to a CDSC of 1.00%. See "How to Buy Fund Shares" in the
Prospectus. During the fiscal year ended December 31, 1997, CDSCs in the amount
of $145,214 were paid to PFD.    

6    SHAREHOLDER SERVICING/TRANSFER AGENT

     The Fund has contracted with PSC, 60 State Street, Boston, Massachusetts
02109 to act as shareholder servicing agent and transfer agent for the Fund.
This contract may be terminated without penalty by either party upon 90 days'
written notice.   

     Under the terms of its contract with the Fund, PSC services shareholder
accounts, and its duties will include: (i) processing sales, redemptions and
exchanges of shares of the Fund; (ii) distributing dividends and capital gains
associated with Fund portfolio accounts; and (iii) maintaining account records
and responding to routine shareholder inquiries.    


   
     PSC receives an annual fee of $22.75 per Class A, Class B and Class C
shareholder account from the Fund as compensation for the services described
above. PSC is also reimbursed by the Fund for its out-of-pocket expenditures.
The annual fee is set at an amount determined by vote of a majority of the
Trustees (including a majority of the Trustees who are not parties to the
contract with PSC or interested persons of any such parties) to be comparable to
fees for such services being paid by other investment companies. The Fund may
compensate entities which have agreed to provide certain sub-accounting services
such as specific transaction processing and recordkeeping services. Any such
payments by the Fund would be in lieu of the per account fee which would    
otherwise be paid by the Fund to PSC.

7    CUSTODIAN

   
     Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts
02109, is the custodian (the "Custodian") of the Fund's assets. The Custodian's
responsibilities include safekeeping and controlling the Fund's cash and
securities, handling the receipt and delivery of securities, and collecting
interest and dividends on the Fund's investments.The Custodian does not
determine the investment policies of the Fund or decide which securities the
Fund will buy or sell. The Fund may invest in securities issued by the
Custodian, deposit cash in the Custodian and deal with the Custodian as a
principal in securities transactions. Portfolio securities may be deposited into
the Federal Reserve-Treasury Department Book Entry System or the Depository
Trust Company.    

8    PRINCIPAL UNDERWRITER

   
     PFD, 60 State Street, Boston, Massachusetts 02109, serves as the principal
underwriter for the Fund in connection with the continuous offering of its
shares. During the fiscal years ended December 31, 1995, 1996 and 1997, net
underwriting commissions retained by PFD in connection with


                                       14

<PAGE>


its offering of Fund shares were $152,621, $142,688 and $611,581,
respectively. Commissions reallowed to dealers during such periods were
$2,313,042, $944,143 and $4,018,610, respectively.    

     The Fund will not generally issue Fund shares for consideration other than
cash. At the Fund's sole discretion, however, it may issue Fund shares for
consideration other than cash in connection with a bona fide reorganization,
statutory merger, or other acquisition of portfolio securities.

   
9    INDEPENDENT PUBLIC ACCOUNTANTS

     Effective January 1, 1994, Arthur Andersen LLP, 225 Franklin Street,
Boston, MA 02110 was selected as the independent public accountants for the
Fund. Previously, Coopers & Lybrand had served as independent public accountant
to the Fund. Arthur Andersen LLP provides audit services, tax return review, and
assistance and consultation with respect to the preparation of filings with the
SEC.    

10   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 management
contract. In selecting brokers or dealers, PMC considers various relevant
factors, including, but not limited to, the size and type of the transaction;
the nature and character of the markets for 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. In addition, consistent with Section 28(e) of the Securities Act of 1934,
as amended, the Fund may pay commissions to such broker-dealers in an amount
greater than the amount another firm might charge. Such services may 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; providing stock price quotation services;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, performance of accounts and
comparative fund statistics and credit rating service information; and effecting
securities transactions and performing functions incidental thereto (such as
clearance and settlement). PMC maintains a listing of broker-dealers who provide
such services on a regular basis. However, because many transactions on behalf
of the Fund and other investment companies or accounts managed by PMC are placed
with broker-dealers (including broker-dealers on the listing) without regard to
the furnishing of such services, it is not possible to estimate the proportion
of such transactions directed to such dealers solely because such services were
provided. Management believes that no exact dollar amount can be calculated for
such services.

         The research received from broker-dealers may be useful to PMC in
rendering investment management services to the Fund and other investment
companies or accounts managed by PMC, although not all such research may be
useful to the Fund. Conversely, such information provided by brokers or dealers
who have executed transaction orders on behalf of such other PMC clients may be
useful to PMC in carrying out its obligations to the Fund. The receipt of such
research has not reduced PMC's normal independent research activities; however,
it enables PMC to avoid the additional expenses which might otherwise be
incurred if it were to attempt to develop comparable information through its own
staff.

     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


                                       15


<PAGE>


execute all portfolio transactions through all broker-dealers that sell
shares of the Fund. For the fiscal years ended December 31, 1995, 1996 and 1997,
the Fund paid or accrued aggregate brokerage commissions of $682,232, $595,133
and $544,026, respectively.

     In addition to the Fund, PMC acts as investment adviser to other Pioneer
mutual funds and certain private accounts with investment objectives similar to
that of the Fund. As such, securities may frequently meet the investment
objective of the Fund, such other mutual funds and such private accounts. In
such cases, the decision to recommend a purchase to one mutual fund or account
rather than another is based on a number of factors. The determining factors in
most cases are the amount of securities of the issuer then outstanding, the
value of those securities and the market for them. Other factors considered in
the investment recommendations include other investments which each fund or
account presently has in a particular industry and the availability of
investment funds in each fund or account.

         It is possible that at times identical securities will be held by more
than one fund and/or account. However, positions in the same issue may vary and
the length of time that any fund or account may choose to hold its investment in
the same issue may likewise vary. To the extent that the Fund, another Pioneer
mutual fund or a private account managed by PMC seeks to acquire the same
security at about the same time, the Fund may not be able to acquire as large a
position in such security as it desires or it may have to pay a higher price for
the security. Similarly, the Fund may not be able to obtain as large an
execution of an order to sell or as high a price for any particular portfolio
security if PMC decides to sell on behalf of another account the same portfolio
security at the same time. On the other hand, if the same securities are bought
or sold at the same time by more than one fund or account, the resulting
participation in volume transactions could produce better executions for the
Fund or the account. In the event more than one account purchases or sells the
same security on a given date, the purchases and sales will normally be made as
nearly as practicable on a pro rata basis in proportion to the amounts desired
to be purchased or sold by each.

     The Trustees periodically review PMC's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
Fund.    

11   TAX STATUS

     It is the Fund's policy to meet the requirements of Subchapter M of the
Code, for qualification as a regulated investment company. These requirements
relate to the sources of the Fund's income, the diversification of its assets
and the distribution of its income to shareholders. If the Fund meets all such
requirements and distributes to its shareholders, in accordance with the Code's
timing requirements, all investment company taxable income and net capital gain,
if any, which it earns, the Fund will be relieved of the necessity of paying
federal income tax.

   
         In order to qualify as a regulated investment company under Subchapter
M, the Fund must, among other things, derive at least 90% of its annual gross
income from dividends, interest, payments with respect to securities loans,
gains from the sale or other disposition of stock, securities or foreign
currencies, or other income including gains from currency forward contracts)
derived with respect to its business of investing in such stock, securities or
currencies (the "90% income test") and satisfy certain annual distribution and
quarterly diversification requirements.

         Dividends from investment company taxable income, which includes net
investment income, net short-term capital gain in excess of net long-term
capital loss, and certain net foreign exchange gains, are taxable as ordinary
income, whether received in cash or reinvested in additional shares. Dividends
from net long-term capital gain in excess of net short-term capital loss ("net
capital gain"), if any, whether received in cash or reinvested in additional
shares, are taxable to the Fund's shareholders as long-term capital gains for
federal income tax purposes without regard to the length of time shares of the
Fund have


                                       16


<PAGE>


been held. As a result of the enactment of the Taxpayer Relief Act of 1997
(the "1997 TRA") on August 5, 1997, gain recognized after May 6, 1997 from the
sale of a capital asset is taxable to individual (noncorporate) investors at
different maximum federal income tax rates, depending generally upon the tax
holding period for the asset, the federal income tax bracket of the taxpayer,
and the dates the asset was acquired and/or sold. The Treasury Department has
issued guidance under the 1997 TRA that (subject to possible modification by
future "technical corrections" legislation) enables the Fund to pass through to
its shareholders the benefits of the capital gains tax rates enacted in the 1997
TRA. The Fund will provide appropriate information to its shareholders about its
distributions, including the tax rate(s) applicable to its distributions from
long-term capital gains, in accordance with this and any future guidance.
Shareholders should consult their own tax advisers on the correct application of
these new rules in their particular circumstances.    

     Any dividend declared by the Fund in October, November or December as of a
record date in such a month and paid during the following January will be
treated for federal income tax purposes as received by shareholders on December
31 of the calendar year in which it is declared.

   
         Foreign exchange gains and losses realized by the Fund in connection
with certain transactions involving foreign currency-denominated debt
securities, foreign currencies foreign currency forward contracts, or payables
or receivables denominated in a foreign currency are subject to Section 988 of
the Code, which generally causes such gains and losses to be treated as ordinary
income and losses and may affect the amount, timing and character of
distributions to shareholders. Under future regulations, any transactions in
foreign currency or currency forward contracts that are not directly related to
the Fund's investments in stock or securities may need to be limited in order to
enable the Fund to satisfy the 90% income test. If the net foreign exchange loss
for a year were to exceed the Fund's investment company taxable income (computed
without regard to such loss), the resulting ordinary loss for such year would
not be deductible by the Fund or its shareholders in future years.

         Certain foreign currency forward contracts may cause the Fund to
recognize gains or losses from marking-to-market even though such forward
contracts may not have been performed or closed out. Forward contracts relating
to foreign currency are subject to Section 988, as described above, and may
accordingly produce ordinary income or loss. Additionally, the Fund may be
required to recognize gain if an option, futures contract, forward contract, or
other transaction that is not subject to the mark to market rules is treated as
a "constructive sale" of an "appreciated financial position" held by the Fund
under Section 1259 of the Code. Any net mark to market gains and/or gains from
constructive sales may also have to be distributed to satisfy the distribution
requirements referred to above even though no corresponding cash amounts may
concurrently be received, possibly requiring the disposition of portfolio
securities or borrowing to obtain the necessary cash. Losses on certain forward
contracts and/or offsetting positions (portfolio securities or other positions
with respect to which the Fund's risk of loss is substantially diminished by one
or more forward contracts) may also be deferred under the tax straddle rules of
the Code, which may also affect the characterization of capital gains or losses
from straddle positions and certain successor positions as long-term or
short-term. Certain tax elections may be available that would enable the Fund to
ameliorate some adverse effects of the tax rules described in this paragraph.
The tax rules applicable to forward contracts and straddles may affect the
amount, timing and character of the Fund's income and losses and hence of its
distributions to shareholders.

     If the Fund acquires any equity interest (under proposed regulations,
generally including not only stock but also an option to acquire stock such as
inherent in a convertible bond) in certain foreign corporations that receive at
least 75% of their annual gross income from passive sources (such as interest,
dividends, certain rents and royalties, or capital gains) or hold at least 50%
of their assets in investments producing such passive income ("passive foreign
investment companies"), the Fund could be subject to federal income tax and
additional interest charges on "excess distributions" received from such
companies or gain from the sale of stock in such companies, even if all income
or gain actually received by the Fund is timely distributed to its shareholders.
The Fund would not be able to pass through to its


                                       17


<PAGE>


shareholders any credit or deduction for such a tax. An election may
generally be available that would ameliorate these adverse tax consequences, but
any such election could require the Fund to recognize taxable income or gain
(subject to tax distribution requirements) without the concurrent receipt of
cash. These investments could also result in the treatment of associated capital
gains as ordinary income. The Fund may limit and/or manage its holdings in
passive foreign investment companies to minimize its tax liability or maximize
its return from these investments.    

         The Fund may invest in debt obligations that are in the lowest rating
categories or are unrated, including debt obligations of issuers not currently
paying interest or who are in default. Investments in debt obligations that are
at risk of or in default present special tax issues for the Fund. Tax rules are
not entirely clear about issues such as when the Fund may cease to accrue
interest, original issue discount, or market discount, when and to what extent
deductions may be taken for bad debts or worthless securities, how payments
received on obligations in default should be allocated between principal and
income, and whether exchanges of debt obligations in a workout context are
taxable. These and other issues will be addressed by the Fund, in the event it
invests in such securities, in order to seek to ensure that it distributes
sufficient income to preserve its status as a regulated investment company and
does not become subject to federal income or excise tax.

         If the Fund invests in certain pay-in-kind securities ("PIKs"), zero
coupon securities, deferred interest securities or, in general, any other
securities with original issue discount (or with market discount if the Fund
elects to include market discount in income currently), the Fund must accrue
income on such investments for each taxable year, which generally will be prior
to the receipt of the corresponding cash payments. However, the Fund must
distribute, at least annually, all or substantially all of its net income,
including such accrued income, to shareholders to qualify as a regulated
investment company under the Code and avoid federal income and excise taxes.
Therefore, the Fund may have to dispose of its portfolio securities under
disadvantageous circumstances to generate cash, or may have to leverage itself
by borrowing the cash, to satisfy distribution requirements.

     For federal income tax purposes, the Fund is permitted to carry forward a
net capital loss for any year to offset its capital gains, if any, during the
eight years following the year of the loss. To the extent subsequent capital
gains are offset by such losses, they would not result in federal income tax
liability to the Fund and therefore are not expected to be distributed as such
to shareholders. As of the end of its most recent taxable year, the Fund had no
capital loss carryforwards.

         At the time of an investor's purchase of Fund shares, a portion of the
purchase price may be attributable to realized or unrealized appreciation in the
Fund's portfolio or undistributed taxable income of the Fund. Consequently,
subsequent distributions by the Fund on these shares from such appreciation or
income may be taxable to such investor even if the net asset value of the
investor's shares is, as a result of the distributions, reduced below the
investor's cost for such shares and the distributions economically represent a
return of a portion of the investment.

         Redemptions and exchanges are taxable events for shareholders that are
subject to tax. Shareholders should consult their own tax advisers with
reference to their individual circumstances to determine whether any particular
transaction in Fund shares is properly treated as a sale for tax purposes, as
the following discussion assumes, and the character of and tax rate applicable
to any gains or losses recognized in such transactions under the new rate
structure enacted in the 1997 TRA. Any loss realized by a shareholder upon the
redemption, exchange or other disposition of shares with a tax holding period of
six months or less will be treated as a long-term capital loss to the extent of
any amounts treated as distributions of long-term capital gain with respect to
such shares.

         In addition, if Class A shares redeemed or exchanged have been held for
less than 91 days, (1) in the case of a reinvestment in the Fund at net asset
value pursuant to the reinvestment privilege, the sales charge paid on such
shares is not included in their tax basis under the Code, and (2) in the case of
an


                                       18


<PAGE>


exchange, all or a portion of the sales charge paid on such shares is not
included in their tax basis under the Code, to the extent a sales charge that
would otherwise apply to the shares received is reduced pursuant to the exchange
privilege. In either case, the portion of the sales charge not included in the
tax basis of the shares redeemed or surrendered in an exchange is included in
the tax basis of the shares acquired in the reinvestment or exchange. Losses on
redemptions or other dispositions of shares may be disallowed under "wash sale"
rules in the event of other investments in the Fund (including those made
pursuant to reinvestment of dividends and/or capital gain distributions) within
a period of 61 days beginning 30 days before and ending 30 days after a
redemption or other disposition of shares. In such a case, the disallowed
portion of any loss would be included in the federal tax basis of the shares
acquired in the other investments.

   
         For purposes of the 70% dividends-received deduction generally
available to corporations under the Code, dividends received by the Fund from
U.S. corporations in respect of any share of stock with a tax holding period of
at least 46 days (91 days in the case of certain preferred stock) extending
before and after each dividend held in an unleveraged position and distributed
and designated by the Fund may be treated as qualifying dividends. Any corporate
shareholder should consult its tax advisor regarding the possibility that its
tax basis in its shares may be reduced, for federal income tax purposes, by
reason of "extraordinary dividends" received with respect to the shares and, to
the extent such basis would be reduced below zero, current recognition of income
may be required. In order to qualify for the deduction, corporate shareholders
must meet the minimum holding period requirement stated above with respect to
their Fund shares, taking into account any holding period reductions from
certain hedging or other transactions or positions that diminish their risk of
loss with respect to their Fund shares, and, if they borrow to acquire or
otherwise incur debt attributable to Fund shares, they may be denied a portion
of the dividends-received deduction. The entire qualifying dividend, including
the otherwise deductible amount, will be included in determining the excess (if
any) of a corporation's adjusted current earnings over its alternative minimum
taxable income, which may increase a corporation's alternative minimum tax
liability.    

     The Fund may be subject to withholding and other taxes imposed by foreign
countries including taxes on interest, dividends and capital gains with respect
to its investments in those countries. Tax conventions between certain countries
and the U.S. may reduce or eliminate such taxes in some cases. The Fund does not
expect to satisfy the requirements for passing through to its shareholders their
pro rata shares of qualified foreign taxes paid by the Fund, with the result
that shareholders will not include such taxes in their gross incomes and will
not be entitled to a tax deduction or credit for such taxes on their own tax
returns.

     Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions, and certain prohibited transactions, is accorded to accounts
maintained as qualified retirement plans. Shareholders should consult their tax
advisers for more information.

         A state income (and possibly local income and/or intangible property)
tax exemption is generally available to the extent (if any) the Fund's
distributions are derived from interest on (or, in the case of intangible
property taxes, the value of its assets is attributable to) certain U.S.
Government obligations, provided in some states that certain thresholds for
holdings of such obligations and/or reporting requirements are satisfied. The
Fund will not seek to satisfy any threshold or reporting requirements that may
apply in particular taxing jurisdictions, although the Fund may in its sole
discretion provide relevant information to shareholders.

   
         Federal law requires that the Fund withhold (as "backup withholding")
31% of reportable payments, including dividends, capital gain dividends and the
proceeds of redemptions (including exchanges) and repurchases to shareholders
who have not complied with IRS regulations. In order to avoid this withholding
requirement, shareholders must certify on their Account Applications, or on


                                       19


<PAGE>


separate IRS Forms W-9, that the Social Security Number or other Taxpayer
Identification Number they provide is their correct number and that they are not
currently subject to backup withholding, or that they are exempt from backup
withholding. The Fund may nevertheless be required to withhold if it receives
notice from the IRS or a broker that the number provided is incorrect or backup
withholding is applicable as a result of previous underreporting of interest or
dividend income.

     If, as anticipated, the Fund continues to qualify as a regulated investment
company under the Code, it will not be required to pay any Massachusetts income,
corporate excise or franchise taxes or any Delaware corporation income tax.    

   
     The description of certain federal tax provisions above relates only to
U.S. federal income tax consequences for shareholders who are U.S. persons,
i.e., U.S. citizens or residents or U.S. corporations, partnerships, trusts or
estates, and who are subject to U.S. federal income tax. This description does
not address the special tax rules that may be applicable to particular types of
investors, such as financial institutions, insurance companies, securities
dealers, or tax-exempt or tax-deferred plans, accounts or entities. Investors
other than U.S. persons may be subject to different U.S. tax treatment,
including a possible 30% non-resident alien U.S. withholding tax (or
non-resident alien withholding tax at a lower treaty rate) on amounts treated as
ordinary dividends from the Fund and, unless an effective IRS Form W-8 or
authorized substitute for Form W-8 is on file, to 31% backup withholding on
certain other payments from the Fund. Shareholders should consult their own tax
advisers on these matters and on state, local and other applicable tax laws.

12   DESCRIPTION OF SHARES    

     The Fund is an open-end investment company established as a Nebraska
corporation in 1968 and reorganized as a Delaware business trust in June 1994.
Prior to December 1, 1993, the Fund was called Mutual of Omaha Growth Fund, Inc.
and prior to June 30, 1994, the Fund was called Pioneer Growth Shares, Inc.
Reference to the Fund includes both the Delaware business trust and the Nebraska
corporation.

   
     The Declaration permits its Board of Trustees to authorize the issuance of
an unlimited number of full and fractional shares of beneficial interest
(without par value) which may be divided into such separate series as the
Trustees may establish. Currently, the Fund consists of only one series. The
Trustees may establish additional series of shares, and may divide or combine
the shares into a greater or lesser number of shares without thereby changing
the proportionate beneficial interests in the Fund. The Declaration further
authorizes the Trustees to classify or reclassify any series of the shares into
one or more classes. Pursuant thereto, the Trustees have authorized the issuance
of four classes of shares of the Fund, designated Class A, Class B, Class C and
Class Y shares. Each share of a class represents an equal proportionate interest
in the assets of the Fund allocable to that class. Upon liquidation of the Fund,
shareholders of each class of the Fund are entitled to share pro rata in the
Fund's net assets allocable to such class available for distribution to
shareholders. The Fund reserves the right to create and issue additional series
or classes of shares, in which case the shares of each class of a series would
participate equally in the earnings, dividends and assets allocable to that
class of the particular series.

     Shareholders are entitled to one vote for each share held and may vote in
the election of Trustees and on other matters submitted to meetings of
shareholders. Although Trustees are not elected annually by the shareholders,
shareholders have, under certain circumstances, the right to remove one or more
Trustees.


                                       20


<PAGE>


     The shares of each series of the Fund are entitled to vote separately to
approve investment advisory agreements or changes in investment restrictions,
but shareholders of all series vote together in the election and selection of
Trustees and accountants. Shares of all series of the Fund vote together as a
class on matters that affect all series of the Fund in substantially the same
manner. As to matters affecting a single series or class, shares of such series
or class will vote separately. No amendment adversely affecting the rights of
shareholders may be made to the Declaration without the affirmative vote of a
majority of its shares. Shares have no preemptive or conversion rights. Shares
are fully paid and non-assessable by the Fund, except as stated below.

13   CERTAIN LIABILITIES

     The Fund is organized as a Delaware business trust. Generally, Delaware
business trust shareholders are not personally liable for obligations of the
Delaware business trust under Delaware law. The Delaware Business Trust Act (the
"Delaware Act") provides that a shareholder of a Delaware business trust shall
be entitled to the same limitation of liability extended to shareholders of
private for-profit corporations. The Declaration expressly provides that the
Fund is organized under the Delaware Act and that the Declaration is to be
governed by Delaware law. There is nevertheless a remote possibility that a
Delaware business trust, such as the Fund, might become a party to an action in
another state whose courts refused to apply Delaware law, in which case the
trust's shareholders could become subject to personal liability.

         To guard against this risk, the Declaration (i) contains an express
disclaimer of shareholder liability for acts or obligations of the Fund and
provides that notice of such disclaimer may be given in each agreement,
obligation or instrument entered into or executed by the Fund or its Trustees,
(ii) provides for the indemnification out of Fund property of any shareholders
held personally liable for any obligations of the Fund or any series of the Fund
and (iii) provides that the Fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the Fund and
satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss beyond his or her investment because of shareholder liability is
limited to circumstances in which all of the following factors are present: (1)
a court refused to apply Delaware law; (2) the liability arose under tort law
or, if not, no contractual limitation of liability was in effect; and (3) the
Fund itself would be unable to meet its obligations. In light of Delaware law,
the nature of the Fund's business and the nature of its assets, the risk of
personal liability to a Fund shareholder is remote.

         The Declaration further provides that the Fund shall indemnify each of
its Trustees and officers against liabilities and expenses reasonably incurred
by them, in connection with, or arising out of, any action, suit or proceeding,
threatened against or otherwise involving such Trustee or officer, directly or
indirectly, by reason of being or having been a Trustee or officer of the Fund.
The Declaration does not authorize the Fund to indemnify any Trustee or officer
against any liability to which he or she would otherwise be subject by reason of
or for willful misfeasance, bad faith, gross negligence or reckless disregard of
such person's duties.

14   DETERMINATION OF NET ASSET VALUE

     The net asset value per share of each class of the Fund is determined as of
the close of regular trading on the Exchange (normally 4:00 p.m., Eastern time)
on each day the Exchange is open for trading. As of the date of this Statement
of Additional Information, the Exchange is open for trading every weekday except
for the following holidays: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The net asset value per share of each class
of the Fund is also determined on any other day in which


                                       21


<PAGE>


the level of trading in its portfolio securities is sufficiently high so
that the current net asset value per share might be materially affected by
changes in the value of its portfolio securities. The net asset value per share
of the Fund is not determined on any day in which no purchase orders in good
order for the shares of the Fund are received and no shares are tendered for
redemption.    

     The net asset value per share of each class of the Fund is computed by
taking the value of all of the Fund's assets attributable to a class, less the
Fund's liabilities attributable to that class, and dividing the result by the
number of outstanding shares of the class. For purposes of determining net asset
value, expenses of the classes of the Fund are accrued daily and taken into
account.

         In determining the value of the assets of the Fund for the purpose of
obtaining the net asset value, securities listed or traded on a national or
foreign securities exchange shall be valued at their last sales price on the day
of valuation or, if there are no sales on that day, at the latest bid quotation.
Equity securities traded over-the-counter for which the last sales price on the
day of valuation is available shall be valued at that price. All other
over-the-counter equity securities for which reliable quotations are readily
available shall be valued at their latest bid quotation. Convertible securities
traded over-the-counter for which reliable quotations are readily available
shall be valued on the basis of valuations furnished by pricing services which
utilize electronic data processing techniques to determine the valuations for
normal institutional-size trading units of such securities. Securities not
valued by the pricing service for which reliable quotations are readily
available shall be valued at market values furnished by recognized dealers in
such securities. Short-term obligations with remaining maturities of 60 days or
less shall be valued at amortized cost. Securities and other assets for which
reliable quotations are not readily available shall be valued at their fair
value as determined in good faith under consistently applied guidelines
established by and under the general supervision of the Board of Trustees of the
Fund, although the actual calculations may be made by persons acting pursuant to
the direction of the Board.

     The Fund's maximum offering price per Class A share is determined by adding
the maximum sales charge to the net asset value per Class A share. Class B and
Class C shares are offered at net asset value without the imposition of an
initial sales charge. Class Y shares are offered without an initial sales charge
and are not subject to a CDSC.

   
15   SYSTEMATIC WITHDRAWAL PLAN (CLASS A, CLASS B AND CLASS C SHARES ONLY)

     The Systematic Withdrawal Plan ("SWP") is designed to provide a convenient
method of receiving fixed payments at regular intervals from shares of the Fund
deposited by the applicant under the SWP. The applicant must deposit or purchase
for deposit with PSC shares of the Fund having a total value of not less than
$10,000. Periodic payments of $50 or more will be deposited monthly or quarterly
directly into a bank account designated by the applicant, or will be sent to the
applicant, or any person designated by the applicant. Class B accounts must meet
the minimum initial investment requirement prior to establishing a SWP.
Withdrawals from Class B and Class C accounts are limited to 10% of the value of
the account at the time the withdrawal plan is established. See "Waiver or
Reduction of Contingent Deferred Sales Charge" in the Prospectus. Designation of
another person to receive the payments subsequent to opening an account must be
accompanied by a signature guarantee.    

     Any income dividends or capital gains distributions on shares under the SWP
will be credited to the SWP account on the payment date in full and fractional
shares at the net asset value per share in effect on the record date.

   
     SWP payments are made from the proceeds of the redemption of shares
deposited under the SWP in a SWP account. To the extent that such redemptions
for periodic withdrawals exceed dividend income reinvested in the SWP account,
such redemptions will reduce and may ultimately exhaust the number of


                                       22


<PAGE>


shares deposited in the SWP account. Redemptions are potentially taxable
transactions to shareholders. In addition, the amounts received by a shareholder
cannot be considered as an actual yield or income on his or her investment
because part of such payments may be a return of his or her investment.    

     The SWP may be terminated at any time (1) by written notice to PSC or from
PSC to the shareholder; (2) upon receipt by PSC of appropriate evidence of the
shareholder's death; or (3) when all shares under the SWP have been redeemed.

   
16   LETTER OF INTENT (CLASS A SHARES ONLY)_

         A Letter of Intent ("LOI") may be established by completing the LOI
section of the Account Application. When you sign the Account Application, you
agree to irrevocably appoint PSC your attorney-in-fact to surrender for
redemption any or all shares held in escrow with full power of substitution. An
LOI is not a binding obligation upon the investor to purchase, or the Fund to
sell, the full amount indicated.    

         If the total purchases, less redemptions, exceed the amount specified
under the LOI and are in an amount which would qualify for a further quantity
discount, all transactions will be recomputed on the expiration date of the LOI
to effect the lower sales charge. Any difference in the sales charge resulting
from such recomputation will be either delivered to you in cash or invested in
additional shares at the lower sales charge. The dealer, by signing the Account
Application, agrees to return to PFD, as part of such retroactive adjustment,
the excess of the commission previously reallowed or paid to the dealer over
that which is applicable to the actual amount of the total purchases under the
LOI.

         If the total purchases, less redemptions, are less than the amount
specified under the LOI, you must remit to PFD any difference between the sales
charge on the amount actually purchased and the amount originally specified in
the LOI section of the Account Application. When the difference is paid, the
shares held in escrow will be deposited to your account. If you do not pay the
difference in sales charge within 20 days after written request from PFD or your
dealer, PSC, after receiving instructions from PFD, will redeem the appropriate
number of shares held in escrow to realize the difference and release any
excess. See "How to Purchase Fund Shares Letter of Intent" in the Prospectus for
more information.

   
17.      INVESTMENT RESULTS    

QUOTATIONS, COMPARISONS, AND GENERAL INFORMATION

   
         From time to time, in advertisements, in sales literature, or in
reports to shareholders, the past performance of the Fund may be illustrated
and/or compared with that of other mutual funds with similar investment
objectives and to stock or other relevant indices. For example, total return of
the Fund's classes may be compared to averages or rankings prepared by LIPPER
ANALYTICAL SERVICES, INC., a widely recognized independent service which
monitors mutual fund performance; STANDARD & POOR'S 500 STOCK INDEX (the "S&P
500"), an index of unmanaged groups of common stock; the DOW JONES INDUSTRIAL
AVERAGE, a recognized unmanaged index of common stocks of 30 industrial
companies listed on the Exchange; or the RUSSELL U.S. EQUITY INDEXES or the
WILSHIRE TOTAL MARKET VALUE INDEX, which are recognized unmanaged indices of
broad based common stocks.    

         In addition, the performance of the classes of the Fund may be compared
to alternative investment or savings vehicles and/or to indices or indicators of
economic activity, e.g., inflation or interest rates. Performance rankings and
listings reported in newspapers or national business and financial publications,
such as BARRON'S, BUSINESS WEEK, CONSUMERS DIGEST, CONSUMER REPORTS, FINANCIAL
WORLD, FORBES, FORTUNE, INVESTORS BUSINESS DAILY, KIPLINGER'S PERSONAL FINANCE
MAGAZINE, MONEY MAGAZINE, NEW YORK TIMES, SMART MONEY, USA TODAY, U.S. NEWS AND
WORLD REPORT, THE WALL STREET JOURNAL, and


                                       23


<PAGE>


WORTH may also be cited (if the Fund is listed in any such publication) or
used for comparison, as well as performance listings and rankings from various
other sources including BLOOMBERG FINANCIAL MARKETS, CDA/WIESENBERGER,
DONOGHUE'S MUTUAL FUND ALMANAC, INVESTMENT COMPANY DATA, INC., JOHNSON'S CHARTS,
KANON BLOCH CARRE AND CO., LIPPER ANALYTICAL SERVICES, INC., MICROPAL, INC.,
MORNINGSTAR, INC., SCHABACKER INVESTMENT MANAGEMENT and TOWERS DATA SYSTEMS,
INC.

   
         In addition, from time to time quotations from articles from financial
publications such as those listed above may be used in advertisements, in sales
literature, or in reports to shareholders of the Fund.    

         The Fund may also present, from time to time, historical information
depicting the value of a hypothetical account in one or more classes of the Fund
since the Fund's inception.

         In presenting investment results, the Fund may also include references
to certain financial planning concepts, including (a) an investor's need to
evaluate his financial assets and obligations to determine how much to invest;
(b) his need to analyze the objectives of various investments to determine where
to invest; and (c) his need to analyze his time frame for future capital needs
to determine how long to invest. The investor controls these three factors, all
of which affect the use of investments in building assets.

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN QUOTATIONS

         One of the primary methods used to measure the performance of a class
of the Fund is "total return." Total return will normally represent the
percentage change in value of an account, or of a hypothetical investment in a
class of the Fund, over any period up to the lifetime of that class of the Fund.
Total return calculations will usually assume the reinvestment of all dividends
and capital gains distributions and will be expressed as a percentage increase
or decrease from an initial value, for the entire period or for one or more
specified periods within the entire period. Total return percentages for periods
of less than one year will usually be annualized; total return percentages for
periods longer than one year will usually be accompanied by total return
percentages for each year within the period and/or by the average annual
compounded total return for the period. The income and capital components of a
given return may be separated and portrayed in a variety of ways in order to
illustrate their relative significance. Performance may also be portrayed in
terms of cash or investment values, without percentages. Past performance cannot
guarantee any particular future result.

   
         The Fund's average annual total return quotations for each of its
classes as that information may appear in the Prospectus, this Statement of
Additional Information or in advertising are calculated by standard methods
prescribed by the SEC.

         Average annual total return quotations for each class of Fund shares
are computed by finding the average annual compounded rates of return that would
cause a hypothetical investment in the class made on the first day of a
designated period (assuming all dividends and distributions are reinvested) to
equal the ending redeemable value of such hypothetical investment on the last
day of the designated period in accordance with the following formula:    

           P(1+T)n[superscript]  =  ERV

   
Where:     P       =      a hypothetical initial payment of $1000, less the
                          maximum sales load of $75.50 for Class A Shares or the
                          deduction of any CDSC applicable to Class B or Class C
                          Shares at the end of the period; for Class Y Shares,
                          no sales load or deduction of a CDSC is applicable    

           T       =      average annual total return


                                       24


<PAGE>


           n       =      number of years

           ERV     =      ending redeemable value of the hypothetical $1000
                          initial payment made at the beginning of the
                          designated period (or fractional portion thereof)

         For purposes of the above computation, it is assumed that all dividends
and distributions made by the Fund are reinvested at net asset value during the
designated period. The average annual total return quotation is determined to
the nearest 1/100 of 1%.

   
         In determining the average annual total return (calculated as provided
above), recurring fees, if any, that are charged to all shareholder accounts of
a particular class of shares are taken into consideration. For any account fees
that vary with the size of the account, the account fee used for purposes of the
above computation is assumed to be the fee that would be charged to the class'
mean account size.

         The average annual total returns for Class A, Class B and Class C
shares of the Fund as of December 31, 1997 are as follows:    

                                Average Annual Total Return (%)

                    ONE YEAR     FIVE YEARS     TEN YEARS     Commencement*

   
Class A Shares        35.56         18.74          19.31           9.98
Class B Shares        38.75         N/A            N/A            31.81
Class C Shares        43.44         N/A            N/A            35.88
Class Y Shares         N/A          N/A            N/A            N/A

*Commencement was May 17, 1968 for Class A shares; April 28, 1995 for Class B
shares; and January 31, 1996 for Class C shares. Class Y shares were first
offered on April 30, 1998.    

AUTOMATED INFORMATION LINE

         FactFone(SM), Pioneer's 24-hour automated information line,
allows shareholders to dial toll-free 1-800-225-4321 and hear recorded fund
information, including:

         o        net asset value prices for all Pioneer mutual funds;

         o        annualized 30-day yields on Pioneer fixed income funds;

   
         o        annualized 7-day yields and 7-day effective (compound) yields
                  for Pioneer Cash Reserves Fund; and    

         o        dividends and capital gains distributions for all Pioneer
                  mutual funds.

         Yields are calculated in accordance with SEC mandated standard
formulas.

   
         In addition, by using a personal identification number (PIN),
shareholders may enter purchases, exchanges and redemptions, access their
account balances and last three transactions and may order a duplicate
statement. See FactFone(SM) in the Prospectus for more information.


                                       25


<PAGE>


         All performance numbers communicated through FactFone(SM)
represent past performance and include the applicable maximum sales charge. A
shareholder's actual yield and total return will vary with changing market
conditions. The value of Class A, Class B, Class C and Class Y Shares (except
for Pioneer Cash Reserves Fund, which seeks to maintain a stable $1.00 share
price) will also vary, and such shares may be worth more or less at redemption
than their original cost. Certain FactFone(SM) features are not available to
Class Y shareholders.    

18.      FINANCIAL STATEMENTS

   
         The Fund's Annual Report, filed with the SEC on February 20, 1998
(Accession No. 0000069404-98-000006), is incorporated by reference into this
Statement of Additional Information. The financial statements in the Fund's
Annual Report, including the financial highlights, for the period ended December
31, 1997, included or incorporated by reference into the Prospectus for the
Fund's Class A, Class B and Class C shares and this Statement of Additional
Information, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect to the financial
statements, and are included in reliance upon the authority of Arthur Andersen
LLP as experts in accounting and auditing in giving their report.    


                                       26


<PAGE>


   
                                   APPENDIX A

           DESCRIPTION OF SHORT-TERM DEBT AND CORPORATE BOND RATINGS1

MOODY'S INVESTORS SERVICE, INC SHORT-TERM PRIME RATING SYSTEM - TAXABLE DEBT
AND DEPOSITS GLOBALLY

Moody's short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations. These obligations have an original maturity
not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:

         Leading market positions in well-established industries.
         High rates of return on funds employed.
         Conservative capitalization structure with moderate reliance on debt
         and ample asset protection.
         Broad margins in earnings coverage of fixed financial charges and high
         internal cash generation.
         Well-established access to a range of financial markets and assured
         sources of alternate liquidity.

PRIME-2: Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

PRIME-3: Issuers rated Prime-3 (or supporting institutions) have an acceptable
ability for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the level of debt protection
measurements and may require relatively high financial leverage. Adequate
alternate liquidity is maintained.

NOT PRIME: Issuers rated Not Prime do not fall within any of the Prime rating
categories.

Obligations of a branch of a bank are considered to be domiciled in the country
in which the branch is located. Unless noted as an exception, Moody's rating on
a bank's ability to repay senior obligations extends only to branches located in
countries which carry a Moody's Sovereign Rating for Bank Deposits.


- - --------
1 The ratings indicated herein are believed to be the most recent ratings
available at the date of this Statement of Additional Information for the
securities listed. Ratings are generally given to securities at the time of
issuance. While the rating agencies may from time to time revise such ratings,
they undertake no obligation to do so, and the ratings indicated do not
necessarily represent ratings which will be given to these securities on the
date of the Fund's fiscal year-end.


                                       27


<PAGE>

Such branch obligations are rated at the lower of the bank's rating or
Moody's Sovereign Rating for Bank Deposits for the country in which the branch
is located.

When the currency in which an obligation is denominated is not the same as the
currency of the country in which the obligation is domiciled, Moody's ratings do
not incorporate an opinion as to whether payment of the obligation will be
affected by actions of the government controlling the currency of denomination.
In addition, risks associated with bilateral conflicts between an investor's
home country and either the issuer's home country or the country where an
issuer's branch is located are not incorporated into Moody's short-term debt
ratings.

If an issuer represents to Moody's that its short-term debt obligations are
supported by the credit of another entity or entities, then the name or names of
such supporting entity or entities are listed within the parenthesis beneath the
name of the issuer, or there is a footnote referring the reader to another page
for the name or names of the supporting entity or entities. In assigning ratings
to such issuers, Moody's evaluates the financial strength of the affiliated
corporations, commercial banks, insurance companies, foreign governments or
other entities, but only as one factor in the total rating assessment.

MOODY'S CORPORATE BOND RATINGS

AAA: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

BAA: Bonds which are rated Baa are considered as medium-grade obligations (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.


                                       28


<PAGE>


B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA: Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

NOTE: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicated that the obligation
ranks in the higher end of its generic rating category; the modifier 2 indicated
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.

STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS

A-1: A short-term obligation rated A-1 is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated A-3 exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.

B: A short-term obligation rated B is regarded as having significant speculative
characteristics. The obligor currently has the capacity to meet its financial
commitment on the obligation; however, it faces major ongoing uncertainties
which could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.

C: A short-term obligation rated C is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated D is in payment default. The D rating category
is used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.


                                       29


<PAGE>


STANDARD & POOR'S CORPORATE BOND RATINGS

AAA: An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA: An obligation rated AA differs from the highest-rated obligations only
in a small degree. The obligor's capacity to meet its financial commitment on
the obligation is very strong.

A: An obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB: An obligation rated BBB exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.

Obligations rated BB, B, CCC, CC, and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and C
the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.

BB: An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic conditions which could lead to the
obligor's capacity to meet its financial commitment on the obligation.

B: An obligation rated B is more vulnerable to nonpayment than obligations rated
BB, but the obligor currently has the capacity to meet its financial commitment
on the obligation. Adverse business, financial, or economic conditions will
likely impair the obligor's capacity or willingness to meet its financial
commitment on the obligation.

CCC: An obligation rated CCC is currently vulnerable to nonpayment and is
dependent upon favorable business, financial and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial or economic conditions, the obligor is not likely to
have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated CC is currently highly vulnerable to nonpayment.

C: The C rating may be used to cover a situation where a bankruptcy petition has
been filed or similar action has been taken, but payments on this obligation are
being continued.

D: An obligation rated D is in payment default. The D rating category is used
when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments are jeopardized.

PLUS (+) OR MINUS (-): The rating from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major categories.


                                       30


<PAGE>


R: This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk, such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.    


                                       31


<PAGE>


   
                                   APPENDIX B

                             PERFORMANCE STATISTICS

                     PIONEER GROWTH SHARES - CLASS A SHARES
    

<TABLE>
<CAPTION>

     DATE             INITIAL          OFFERING      SALES CHARGE        SHARES         NET ASSET       INITIAL NET
                    INVESTMENT          PRICE          INCLUDED        PURCHASED          VALUE            ASSET
                                                                                        PER SHARE          VALUE
<S>               <C>                <C>           <C>               <C>              <C>             <C>

   
   12/31/86          $10,000          $7.5200           5.75%          1,329.787         $7.0900           $9,425
    
</TABLE>


                     Dividends and Capital Gains Reinvested

<TABLE>
<CAPTION>

                                                  VALUE OF SHARES

            DATE               FROM INVESTMENT       FROM CAP GAINS        FROM DIVIDENDS        TOTAL VALUE
                                                       REINVESTED            REINVESTED
<S>       <C>                <C>                <C>                      <C>                   <C>

   
          12/31/87                     $    8,338              $    677              $    89           $    9,104
          12/31/88                          9,827                 1,171                  201               11,199
          12/31/89                         11,901                 2,690                  373               14,964
          12/31/90                         10,066                 3,197                  448               13,711
          12/31/91                         16,316                 5,181                  766               22,263
          12/31/92                         16,515                 5,245                  775               22,535
          12/31/93                         16,782                 6,885                  787               24,454
          12/31/94                         11,769                11,498                  552               23,819
          12/31/95                         13,457                16,765                  700               30,922
          12/31/96                         15,573                22,874                  810               39,257
          12/31/97                         21,742                33,571                1,132               56,445
    
</TABLE>


                                       32


<PAGE>


   
                     PIONEER GROWTH SHARES - CLASS B SHARES
    
<TABLE>
<CAPTION>

   DATE         INITIAL       OFFERING PRICE     SALES CHARGE    SHARES PURCHASED  NET ASSET VALUE   INITIAL NET
               INVESTMENT                          INCLUDED                                             ASSET
                                                                                      PER SHARE         VALUE
<S>          <C>            <C>                <C>             <C>               <C>                  <C>

  4/28/95       $10,000           $9.6800            0.00%           1,033.058         $9.6800         $10,000

</TABLE>

                     Dividends and Capital Gains Reinvested

<TABLE>
<CAPTION>

                                                  VALUE OF SHARES

                                    FROM CAP. GAINS     FROM DIVIDENDS        CONTINGENT
                       FROM                                                 DEFERRED SALES   
     DATE              INVESTMENT      REINVESTED         REINVESTED            CHARGE             TOTAL VALUE       CDSC %
<S>                  <C>          <C>                 <C>                 <C>                    <C>               <C>

   12/31/95           $10,403            $1,388              $35                 $400              $11,426            4.00%
   12/31/96          $11,931            $2,926              $40                 $400              $14,497            4.00%
   12/31/97          $16,529            $4,681              $55                 $300              $20,965            3.00%
    
</TABLE>


                                       32


<PAGE>


   
                     PIONEER GROWTH SHARES - CLASS C SHARES
    

<TABLE>
<CAPTION>

                                                                                   NET ASSET VALUE
                INITIAL                          SALES CHARGE    SHARES PURCHASED    PER SHARES      INITIAL NET
   DATE        INVESTMENT     OFFERING PRICE       INCLUDED                                          ASSET VALUE
<S>          <C>            <C>                <C>              <C>              <C>               <C>

  1/31/96       $10,000          $10.1000            0.00%            990.099         $10.1000         $10,000

</TABLE>

                     Dividends and Capital Gains Reinvested

<TABLE>
<CAPTION>

                                                  VALUE OF SHARES


                                  FROM CAP.        FROM DIVIDENDS        CONTINGENT
                    FROM            GAINS            REINVESTED        DEFERRED SALES      TOTAL VALUE          CDSC
    DATE         INVESTMENT       REINVESTED                               CHARGE                            PERCENTAGE
<S>            <C>              <C>              <C>                 <C>                 <C>               <C>

   
  12/31/96        $11,436          $1,125               $0                 $100             $12,431           1.00%
  12/31/97        $15,921          $2,096               $0                  $0              $18,018           0.00%
    
</TABLE>


                                       34


<PAGE>


   
                             COMPARATIVE PERFORMANCE
                               INDEX DESCRIPTIONS


The following securities indices are well known, unmanaged measures of market
performance. Advertisements and sales literature for the Fund may refer to these
indices or may present comparisons between the performance of the Fund and one
or more of the indices. Other indices may also be used, if appropriate. The
indices are not available for direct investment. The data presented are not
meant to be indicative of the performance of the Fund, do not reflect past
performance and do not guarantee future results.

S&P 500
This index is a readily available, carefully constructed, market value weighted
benchmark of common stock performance. Currently, the S&P 500 includes 500 of
the largest stocks (in terms of stock market value) in the U.S.

DOW JONES INDUSTRIAL AVERAGE
This is a total return index based on the performance of stocks of 30 blue chip
companies widely held by individuals and institutional investors. The 30 stocks
represent about a fifth of the $8 trillion-plus market value of all U.S. stocks
and about a fourth of the value of stocks listed on the New York Stock Exchange
(NYSE).

U.S. SMALL STOCK INDEX
This index is a market value weighted index of the ninth and tenth deciles of
the NYSE, plus stocks listed on the American Stock Exchange and over the counter
with the same or less capitalization as the upper bound of the NYSE ninth
decile.

U.S. INFLATION
THE CONSUMER PRICE INDEX FOR ALL URBAN CONSUMERS (CPI-U), not seasonally
adjusted, is used to measure inflation, which is the rate of change of consumer
goods prices. Unfortunately, the inflation rate as derived by the CPI is not
measured over the same period as the other asset returns. All of the security
returns are measured from one month-end to the next month-end. CPI commodity
prices are collected during the month. Thus, measured inflation rates lag the
other series by about one-half month. Prior to January 1978, the CPI (as
compared with CPI-U) was used. Both inflation measures are constructed by the
U.S. Department of Labor, Bureau of Labor Statistics, Washington, DC.

S&P/BARRA INDEXES
The S&P/BARRA GROWTH AND VALUE INDEXES are constructed by dividing the stocks in
the S&P 500 according to price-to-book ratios. The GROWTH INDEX contains stocks
with higher price-to-book ratios, and the VALUE INDEX contains stocks with lower
price-to-book ratios. Both indexes are market capitalization weighted.

MERRILL LYNCH MICRO-CAP INDEX
The MERRILL LYNCH MICRO-CAP INDEX represents the performance of 2,036 stocks
ranging in market capitalization from $50 million to $220 million. Index returns
are calculated monthly.


                                       35


<PAGE>


LONG-TERM U.S. GOVERNMENT BONDS
The total returns on long-term government bonds after 1977 are constructed with
data from The Wall Street Journal and are calculated as the change in the flat
price or and-interest price. From 1926 to 1976, data are obtained from the
government bond file at the Center for Research in Security Prices (CRSP),
Graduate School of Business, University of Chicago. Each year, a one-bond
portfolio with a term of approximately 20 years and a reasonably current coupon
was used and whose returns did not reflect potential tax benefits, impaired
negotiability or special redemption or call privileges. Where callable bonds had
to be used, the term of the bond was assumed to be a simple average of the
maturity and first call dates minus the current date. The bond was "held" for
the calendar year and returns were computed.

INTERMEDIATE-TERM U.S. GOVERNMENT BONDS
Total returns of intermediate-term government bonds after 1987 are calculated
from The Wall Street Journal prices, using the change in flat price. Returns
from 1934 to 1986 are obtained from the CRSP government bond file.

Each year, one-bond portfolios are formed, the bond chosen is the shortest
noncallable bond with a maturity not less than five years, and this bond is
"held" for the calendar year. Monthly returns are computed. (Bonds with impaired
negotiability or special redemption privileges are omitted, as are partially or
fully tax-exempt bonds starting with 1943.) From 1934 to 1942, almost all bonds
with maturities near five years were partially or fully tax-exempt and were
selected using the rules described above. Personal tax rates were generally low
in that period, so that yields on tax-exempt bonds were similar to yields on
taxable bonds. From 1926 to 1933, there are few bonds suitable for construction
of a series with a five-year maturity. For this period, five-year bond yield
estimates are used.

MORGAN STANLEY CAPITAL INTERNATIONAL ("MSCI")
MSCI's international indices are based on the share prices of approximately
1,700 companies listed on stock exchanges in the 22 countries that make up the
MSCI World Index. MSCI's emerging market indices are comprised of approximately
1000 stocks from 26 countries.

Countries in the MSCI EAFE INDEX are: Australia, Austria, Belgium, Denmark,
Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia,
Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland and
United Kingdom.

Countries in the MSCI EMERGING MARKETS FREE INDEX are: Argentina, Brazil, Chile,
China Free, Czech Republic, Colombia, Greece, Hungary, India, Indonesia Free,
Israel, Jordan, Korea (at 50%), Malaysia Free, Mexico Free, Pakistan, Peru,
Philippines Free, Poland, Portugal, South Africa, Sri Lanka, Taiwan (at 50%),
Thailand Free, Turkey and Venezuela.

6-MONTH CDS
Data sources include the Federal Reserve Bulletin and The Wall Street Journal.

LONG-TERM U.S. CORPORATE BONDS
Since 1969, corporate bond total returns are represented by the Salomon Brothers
Long-Term High-Grade Corporate Bond Index. As most large corporate bond
transactions take place over the counter, a major dealer is the natural source
of these data. The index includes nearly all Aaa- and Aa-rated bonds with at
least 10 years to maturity. If a bond is downgraded during a particular month,
its return for the month is included in the index before removing the bond from
future portfolios.


                                       36


<PAGE>


From 1926 to 1968 the total returns were calculated by summing the capital
appreciation returns and the income returns. For the period 1946 to 1968,
Ibbotson and Sinquefield backdated the Salomon Brothers' index, using Salomon
Brothers' monthly yield data with a methodology similar to that used by Salomon
Brothers for 1969 to 1995. Capital appreciation returns were calculated from
yields assuming (at the beginning of each monthly holding period) a 20-year
maturity, a bond price equal to par, and a coupon equal to the
beginning-of-period yield. For the period 1926 to 1945, Standard & Poor's
monthly high-grade corporate composite yield data were used, assuming a 4%
coupon and a 20-year maturity. The conventional present-value formula for bond
price for the beginning and end-of-month prices was used. (This formula is
presented in Ross, Stephen A., and Westerfield, Randolph W., Corporate Finance,
Times Mirror/Mosby, St. Louis, 1990, p. 97 ["Level-Coupon Bonds"].) The monthly
income return was assumed to be one-twelfth the coupon.

U.S. (30-DAY) TREASURY BILLS
For the U.S. TREASURY BILL INDEX, data from The Wall Street Journal are used
after 1977; the CRSP government bond file is the source until 1976. Each month a
one-bill portfolio containing the shortest-term bill having not less than one
month to maturity is constructed. (The bill's original term to maturity is not
relevant.) To measure holding period returns for the one-bill portfolio, the
bill is priced as of the last trading day of the previous month-end and as of
the last trading day of the current month.

NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUSTS ("NAREIT")EQUITY REIT
INDEX
All of the data are based upon the last closing price of the month for all
tax-qualified REITs listed on the NYSE, AMEX and NASDAQ. The data are
market-value-weighted. Prior to 1987 REITs were added to the index the January
following their listing. Since 1987 newly formed or listed REITs are added to
the total shares outstanding figure in the month that the shares are issued.
Only common shares issued by the REIT are included in the index. The total
return calculation is based upon the weighting at the beginning of the period.
Only those REITs listed for the entire period are used in the total return
calculation. Dividends are included in the month based upon their payment date.
There is no smoothing of income. Liquidating dividends, whether full or partial,
are treated as income.

RUSSELL U.S. EQUITY INDEXES
The RUSSELL 3000(R) INDEX (the "Russell 3000") is comprised of the 3,000 largest
U.S. companies as determined by market capitalization representing approximately
98% of the U.S. equity market. The average market capitalization is
approximately $2.8 billion. The RUSSELL 2500TM INDEX measures performance of the
2,500 smallest companies in the Russell 3000. The average market capitalization
is approximately $733.4 million, and the largest company in the index has an
approximate market capitalization of $2.9 billion. The RUSSELL 2000(R) INDEX
measures performance of the 2,000 smallest stocks in the Russell 3000; the
largest company in the index has a market capitalization of approximately $1.1
billion. The RUSSELL 1000(R) INDEX (the "Russell 1000") measures the performance
of the 1,000 largest companies in the Russell 3000. The average market
capitalization is approximately $7.6 billion. The smallest company in the index
has an approximate market capitalization of $1.1 billion. The RUSSELL MIDCAPTM
Index measures performance of the 800 smallest companies in the Russell 1000.
The largest company in the index has an approximate market capitalization of
$8.0 billion.

The Russell indexes are reconstituted annually as of July 1, based on May 31
market capitalization rankings.


                                       37


<PAGE>


WILSHIRE REAL ESTATE SECURITIES INDEX
The WILSHIRE REAL ESTATE SECURITIES INDEX is a market capitalization weighted
index of 120 publicly traded real estate securities, such as REITs, real estate
operating companies ("REOCs") and partnerships.

The index contains performance data on five major categories of property:
office, retail, industrial, apartment and miscellaneous. The companies in the
index are 91.66% equity and hybrid REITs and 8.33% REOCs.

STANDARD & POOR'S MIDCAP 400 INDEX
The S&P 400 is a market-capitalization-weighted index. The performance data for
the index were calculated by taking the stocks presently in the index and
tracking them backwards in time as long as there were prices reported. No
attempt was made to determine what stocks "might have been" in the S&P 400 five
or ten years ago had it existed. Dividends are reinvested on a monthly basis
prior to June 30, 1991, and are reinvested daily thereafter.

LIPPER BALANCED FUNDS INDEX
This index represents equally weighted performance, adjusted for capital gains
distributions and income dividends, of approximately 30 of the largest funds
with a primary objective of conserving principal by maintaining at all times a
balanced portfolio of stocks and bonds. Typically, the stock/bond ratio ranges
around 60%/40%.

BANK SAVINGS ACCOUNT
Data sources include the U.S. League of Savings Institutions Sourcebook; average
annual yield on savings deposits in FSLIC [FDIC] insured savings institutions
for the years 1963 to 1987; and The Wall Street Journal thereafter.

Sources: Ibbotson Associates, Towers Data Systems, Lipper Analytical Services,
Inc., Merrill Lynch and PGI    


                                       38


<PAGE>





<TABLE>
<CAPTION>

   
                  PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

                               DOW                                        S&P/          S&P/
                 S&P          JONES        U.S. SMALL                    BARRA          BARRA        MERRILL LYNCH
                 500        INDUSTRIAL        STOCK         U.S.          500            500           MICRO-CAP
                             AVERAGE          INDEX       INFLATION      GROWTH         VALUE            INDEX
    
- - ----------------------------------------------------------------------------------------------------------------------
   
<S>           <C>            <C>            <C>           <C>           <C>            <C>              <C>

Dec 1925         N/A           N/A             N/A           N/A          N/A            N/A              N/A
Dec 1926        11.62          N/A            0.28          -1.49         N/A            N/A              N/A
Dec 1927        37.49          N/A            22.10         -2.08         N/A            N/A              N/A
Dec 1928        43.61          55.38          39.69         -0.97         N/A            N/A              N/A
Dec 1929        -8.42         -13.64         -51.36          0.20         N/A            N/A              N/A
Dec 1930       -24.90         -30.22         -38.15         -6.03         N/A            N/A              N/A
Dec 1931       -43.34         -49.02         -49.75         -9.52         N/A            N/A              N/A
Dec 1932        -8.19         -16.88          -5.39        -10.30         N/A            N/A              N/A
Dec 1933        53.99          73.72         142.87          0.51         N/A            N/A              N/A
Dec 1934        -1.44          8.08           24.22          2.03         N/A            N/A              N/A
Dec 1935        47.67         43.77           40.19          2.99         N/A            N/A              N/A
Dec 1936        33.92         30.23           64.80          1.21         N/A            N/A              N/A
Dec 1937       -35.03        -28.88          -58.01          3.10         N/A            N/A              N/A
Dec 1938        31.12         33.16           32.80         -2.78         N/A            N/A              N/A
Dec 1939        -0.41          1.31            0.35         -0.48         N/A            N/A              N/A
Dec 1940        -9.78         -7.96           -5.16          0.96         N/A            N/A              N/A
Dec 1941       -11.59         -9.88           -9.00          9.72         N/A            N/A              N/A
Dec 1942        20.34         14.13           44.51          9.29         N/A            N/A              N/A
Dec 1943        25.90         19.06           88.37          3.16         N/A            N/A              N/A
Dec 1944        19.75         17.19           53.72          2.11         N/A            N/A              N/A
Dec 1945        36.44         31.60           73.61          2.25         N/A            N/A              N/A
Dec 1946        -8.07         -4.40          -11.63         18.16         N/A            N/A              N/A
Dec 1947         5.71          7.61            0.92          9.01         N/A            N/A              N/A
Dec 1948         5.50          4.27           -2.11          2.71         N/A            N/A              N/A
Dec 1949        18.79         20.92           19.75         -1.80         N/A            N/A              N/A
Dec 1950        31.71         26.40           38.75          5.79         N/A            N/A              N/A
Dec 1951        24.02         21.77            7.80          5.87         N/A            N/A              N/A
Dec 1952        18.37         14.58            3.03          0.88         N/A            N/A              N/A
Dec 1953        -0.99          2.02           -6.49          0.62         N/A            N/A              N/A
Dec 1954        52.62         51.25           60.58         -0.50         N/A            N/A              N/A
Dec 1955        31.56         26.58           20.44          0.37         N/A            N/A              N/A
Dec 1956         6.56          7.10            4.28          2.86         N/A            N/A              N/A
Dec 1957       -10.78         -8.63          -14.57          3.02         N/A            N/A              N/A
Dec 1958        43.36         39.31           64.89          1.76         N/A            N/A              N/A
Dec 1959        11.96         20.21           16.40          1.50         N/A            N/A              N/A
Dec 1960         0.47         -6.14           -3.29          1.48         N/A            N/A              N/A
Dec 1961        26.89         22.60           32.09          0.67         N/A            N/A              N/A
Dec 1962        -8.73         -7.43          -11.90          1.22         N/A            N/A              N/A
Dec 1963        22.80         20.83           23.57          1.65         N/A            N/A              N/A
    
</TABLE>


                                       39


<PAGE>

<TABLE>
<CAPTION>

   
                  PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

                               DOW                                        S&P/          S&P/
                 S&P          JONES        U.S. SMALL                  BARRA 500        BARRA        MERRILL LYNCH
                 500        INDUSTRIAL        STOCK         U.S.         GROWTH          500           MICRO-CAP
                             AVERAGE          INDEX       INFLATION                     VALUE            INDEX
    
- - ----------------------------------------------------------------------------------------------------------------------
<S>           <C>           <C>             <C>           <C>           <C>            <C>              <C>

   
Dec 1964        16.48         18.85           23.52         1.19          N/A            N/A              N/A
Dec 1965        12.45         14.39           41.75         1.92          N/A            N/A              N/A
Dec 1966       -10.06        -15.78           -7.01         3.35          N/A            N/A              N/A
Dec 1967        23.98         19.16           83.57         3.04          N/A            N/A              N/A
Dec 1968        11.06          7.93           35.97         4.72          N/A            N/A              N/A
Dec 1969        -8.50        -11.78          -25.05         6.11          N/A            N/A              N/A
Dec 1970         4.01          9.21          -17.43         5.49          N/A            N/A              N/A
Dec 1971        14.31          9.83           16.50         3.36          N/A            N/A              N/A
Dec 1972        18.98         18.48            4.43         3.41          N/A            N/A              N/A
Dec 1973       -14.66        -13.28          -30.90         8.80          N/A            N/A              N/A
Dec 1974       -26.47        -23.58          -19.95        12.20          N/A            N/A              N/A
Dec 1975        37.20         44.75           52.82         7.01         31.72          43.38             N/A
Dec 1976        23.84         22.82           57.38         4.81         13.84          34.93             N/A
Dec 1977        -7.18        -12.84           25.38         6.77        -11.82          -2.57             N/A
Dec 1978         6.56          2.79           23.46         9.03          6.78           6.16            27.76
Dec 1979        18.44         10.55           43.46        13.31         15.72          21.16            43.18
Dec 1980        32.42         22.17           39.88        12.40         39.40          23.59            32.32
Dec 1981        -4.91         -3.57           13.88         8.94         -9.81           0.02             9.18
Dec 1982        21.41         27.11           28.01         3.87         22.03          21.04            33.62
Dec 1983        22.51         25.97           39.67         3.80         16.24          28.89            42.44
Dec 1984         6.27          1.31           -6.67         3.95          2.33          10.52           -14.97
Dec 1985        32.16         33.55           24.66         3.77         33.31          29.68            22.89
Dec 1986        18.47         27.10            6.85         1.13         14.50          21.67             3.45
Dec 1987         5.23          5.48           -9.30         4.41          6.50           3.68           -13.84
Dec 1988        16.81         16.14           22.87         4.42         11.95          21.67            22.76
Dec 1989        31.49         32.19           10.18         4.65         36.40          26.13             8.06
Dec 1990        -3.17         -0.56          -21.56         6.11          0.20          -6.85           -29.55
Dec 1991        30.55         24.19           44.63         3.06         38.37          22.56            57.44
Dec 1992         7.67          7.41           23.35         2.90          5.07          10.53            36.62
Dec 1993         9.99         16.94           20.98         2.75          1.68          18.60            31.32
Dec 1994         1.31          5.06            3.11         2.67          3.13          -0.64             1.81
Dec 1995        37.43         36.84           34.46         2.54         38.13          36.99            30.70
Dec 1996        23.07         28.84           17.62         3.32         23.96          21.99            13.88
Dec 1997        33.36         24.88           22.78         1.92         36.52          29.98            24.61
    
</TABLE>


                                       40


<PAGE>


<TABLE>
<CAPTION>

   
                  PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

                  LONG-       INTERMEDIATE-      MSCI                      LONG-
                  TERM          TERM U.S.        EAFE         6-         TERM U.S.          U.S.
               U.S. GOV'T      GOVERNMENT       (Net of      MONTH       CORPORATE         T-BILL
                  BONDS           BONDS         Taxes)        CDS          BONDS          (30-Day)
    
- - ------------------------------------------------------------------------------------------------------
<S>             <C>             <C>             <C>         <C>           <C>             <C>

   
Dec 1925           N/A             N/A            N/A         N/A           N/A             N/A
Dec 1926          7.77            5.38            N/A         N/A           7.37            3.27
Dec 1927          8.93            4.52            N/A         N/A           7.44            3.12
Dec 1928          0.10            0.92            N/A         N/A           2.84            3.56
Dec 1929          3.42            6.01            N/A         N/A           3.27            4.75
Dec 1930          4.66            6.72            N/A         N/A           7.98            2.41
Dec 1931         -5.31           -2.32            N/A         N/A          -1.85            1.07
Dec 1932         16.84            8.81            N/A         N/A          10.82            0.96
Dec 1933         -0.07            1.83            N/A         N/A          10.38            0.30
Dec 1934         10.03            9.00            N/A         N/A          13.84            0.16
Dec 1935          4.98            7.01            N/A         N/A           9.61            0.17
Dec 1936          7.52            3.06            N/A         N/A           6.74            0.18
Dec 1937          0.23            1.56            N/A         N/A           2.75            0.31
Dec 1938          5.53            6.23            N/A         N/A           6.13           -0.02
Dec 1939          5.94            4.52            N/A         N/A           3.97            0.02
Dec 1940          6.09            2.96            N/A         N/A           3.39            0.00
Dec 1941          0.93            0.50            N/A         N/A           2.73            0.06
Dec 1942          3.22            1.94            N/A         N/A           2.60            0.27
Dec 1943          2.08            2.81            N/A         N/A           2.83            0.35
Dec 1944          2.81            1.80            N/A         N/A           4.73            0.33
Dec 1945         10.73            2.22            N/A         N/A           4.08            0.33
Dec 1946         -0.10            1.00            N/A         N/A           1.72            0.35
Dec 1947         -2.62            0.91            N/A         N/A          -2.34            0.50
Dec 1948          3.40            1.85            N/A         N/A           4.14            0.81
Dec 1949          6.45            2.32            N/A         N/A           3.31            1.10
Dec 1950          0.06            0.70            N/A         N/A           2.12            1.20
Dec 1951         -3.93            0.36            N/A         N/A          -2.69            1.49
Dec 1952          1.16            1.63            N/A         N/A           3.52            1.66
Dec 1953          3.64            3.23            N/A         N/A           3.41            1.82
Dec 1954          7.19            2.68            N/A         N/A           5.39            0.86
Dec 1955         -1.29           -0.65            N/A         N/A           0.48            1.57
Dec 1956         -5.59           -0.42            N/A         N/A          -6.81            2.46
Dec 1957          7.46            7.84            N/A         N/A           8.71            3.14
Dec 1958         -6.09           -1.29            N/A         N/A          -2.22            1.54
Dec 1959         -2.26           -0.39            N/A         N/A          -0.97            2.95
Dec 1960         13.78           11.76            N/A         N/A           9.07            2.66
    
</TABLE>


                                       41


<PAGE>


<TABLE>
<CAPTION>
   
                  PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

                  LONG-       INTERMEDIATE-      MSCI                      LONG-
                  TERM          TERM U.S.        EAFE         6-         TERM U.S.          U.S.
               U.S. GOV'T      GOVERNMENT       (Net of      MONTH       CORPORATE         T-BILL
                  BONDS           BONDS         Taxes)        CDS          BONDS          (30-Day)
    
- - ------------------------------------------------------------------------------------------------------
<S>             <C>             <C>             <C>         <C>           <C>             <C>

   
Dec 1961          0.97            1.85            N/A         N/A           4.82            2.13
Dec 1962          6.89            5.56            N/A         N/A           7.95            2.73
Dec 1963          1.21            1.64            N/A         N/A           2.19            3.12
Dec 1964          3.51            4.04            N/A        4.17           4.77            3.54
Dec 1965          0.71            1.02            N/A        4.68          -0.46            3.93
Dec 1966          3.65            4.69            N/A        5.76           0.20            4.76
Dec 1967         -9.18            1.01            N/A        5.47          -4.95            4.21
Dec 1968         -0.26            4.54            N/A        6.45           2.57            5.21
Dec 1969         -5.07           -0.74            N/A        8.70          -8.09            6.58
Dec 1970         12.11           16.86          -11.66       7.06          18.37            6.52
Dec 1971         13.23            8.72           29.59       5.36          11.01            4.39
Dec 1972          5.69            5.16           36.35       5.39           7.26            3.84
Dec 1973         -1.11            4.61          -14.92       8.60           1.14            6.93
Dec 1974          4.35            5.69          -23.16      10.20          -3.06            8.00
Dec 1975          9.20            7.83           35.39       6.51          14.64            5.80
Dec 1976         16.75           12.87            2.54       5.22          18.65            5.08
Dec 1977         -0.69            1.41           18.06       6.11           1.71            5.12
Dec 1978         -1.18            3.49           32.62      10.21          -0.07            7.18
Dec 1979         -1.23            4.09            4.75      11.90          -4.18           10.38
Dec 1980         -3.95            3.91           22.58      12.33          -2.76           11.24
Dec 1981          1.86            9.45           -2.28      15.50          -1.24           14.71
Dec 1982         40.36           29.10           -1.86      12.18          42.56           10.54
Dec 1983          0.65            7.41           23.69       9.65           6.26            8.80
Dec 1984         15.48           14.02            7.38      10.65          16.86            9.85
Dec 1985         30.97           20.33           56.16       7.82          30.09            7.72
Dec 1986         24.53           15.14           69.44       6.30          19.85            6.16
Dec 1987         -2.71            2.90           24.63       6.59          -0.27            5.47
Dec 1988          9.67            6.10           28.27       8.15          10.70            6.35
Dec 1989         18.11           13.29           10.54       8.27          16.23            8.37
Dec 1990          6.18            9.73          -23.45       7.85           6.78            7.81
Dec 1991         19.30           15.46           12.13       4.95          19.89            5.60
Dec 1992          8.05            7.19          -12.17       3.27           9.39            3.51
Dec 1993         18.24           11.24           32.56       2.88          13.19            2.90
Dec 1994         -7.77           -5.14            7.78       5.40          -5.76            3.90
Dec 1995         31.67           16.80           11.21       5.21          27.20            5.60
Dec 1996         -0.93            2.10            6.05       5.21           1.40            5.21
Dec 1997         15.85            8.38            1.78       5.71          12.95            5.26
    
</TABLE>


                                       42


<PAGE>


<TABLE>
<CAPTION>

   
                  PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

                 NAREIT                                                   LIPPER           MSCI
                 EQUITY       RUSSELL       WILSHIRE                     BALANCED        EMERGING           BANK
                  REIT         2000       REAL ESTATE        S&P           FUND          MARKETS          SAVINGS
                 INDEX         INDEX       SECURITIES        400           INDEX        FREE INDEX        ACCOUNT
    
- - -----------------------------------------------------------------------------------------------------------------------
   
<S>             <C>           <C>           <C>            <C>            <C>            <C>              <C>

Dec 1925          N/A           N/A           N/A            N/A            N/A            N/A              N/A
Dec 1926          N/A           N/A           N/A            N/A            N/A            N/A              N/A
Dec 1927          N/A           N/A           N/A            N/A            N/A            N/A              N/A
Dec 1928          N/A           N/A           N/A            N/A            N/A            N/A              N/A
Dec 1929          N/A           N/A           N/A            N/A            N/A            N/A              N/A
Dec 1930          N/A           N/A           N/A            N/A            N/A            N/A              5.30
Dec 1931          N/A           N/A           N/A            N/A            N/A            N/A              5.10
Dec 1932          N/A           N/A           N/A            N/A            N/A            N/A              4.10
Dec 1933          N/A           N/A           N/A            N/A            N/A            N/A              3.40
Dec 1934          N/A           N/A           N/A            N/A            N/A            N/A              3.50
Dec 1935          N/A           N/A           N/A            N/A            N/A            N/A              3.10
Dec 1936          N/A           N/A           N/A            N/A            N/A            N/A              3.20
Dec 1937          N/A           N/A           N/A            N/A            N/A            N/A              3.50
Dec 1938          N/A           N/A           N/A            N/A            N/A            N/A              3.50
Dec 1939          N/A           N/A           N/A            N/A            N/A            N/A              3.40
Dec 1940          N/A           N/A           N/A            N/A            N/A            N/A              3.30
Dec 1941          N/A           N/A           N/A            N/A            N/A            N/A              3.10
Dec 1942          N/A           N/A           N/A            N/A            N/A            N/A              3.00
Dec 1943          N/A           N/A           N/A            N/A            N/A            N/A              2.90
Dec 1944          N/A           N/A           N/A            N/A            N/A            N/A              2.80
Dec 1945          N/A           N/A           N/A            N/A            N/A            N/A              2.50
Dec 1946          N/A           N/A           N/A            N/A            N/A            N/A              2.20
Dec 1947          N/A           N/A           N/A            N/A            N/A            N/A              2.30
Dec 1948          N/A           N/A           N/A            N/A            N/A            N/A              2.30
Dec 1949          N/A           N/A           N/A            N/A            N/A            N/A              2.40
Dec 1950          N/A           N/A           N/A            N/A            N/A            N/A              2.50
Dec 1951          N/A           N/A           N/A            N/A            N/A            N/A              2.60
Dec 1952          N/A           N/A           N/A            N/A            N/A            N/A              2.70
Dec 1953          N/A           N/A           N/A            N/A            N/A            N/A              2.80
Dec 1954          N/A           N/A           N/A            N/A            N/A            N/A              2.90
Dec 1955          N/A           N/A           N/A            N/A            N/A            N/A              2.90
Dec 1956          N/A           N/A           N/A            N/A            N/A            N/A              3.00
Dec 1957          N/A           N/A           N/A            N/A            N/A            N/A              3.30
Dec 1958          N/A           N/A           N/A            N/A            N/A            N/A              3.38
Dec 1959          N/A           N/A           N/A            N/A            N/A            N/A              3.53
Dec 1960          N/A           N/A           N/A            N/A            5.77           N/A              3.86
Dec 1961          N/A           N/A           N/A            N/A           20.59           N/A              3.90
    
</TABLE>


                                       43


<PAGE>


<TABLE>
<CAPTION>

   
                  PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

                 NAREIT                                                   LIPPER           MSCI
                 EQUITY       RUSSELL       WILSHIRE                     BALANCED        EMERGING           BANK
                  REIT         2000       REAL ESTATE        S&P           FUND          MARKETS          SAVINGS
                 INDEX         INDEX       SECURITIES        400           INDEX        FREE INDEX        ACCOUNT
    
- - -----------------------------------------------------------------------------------------------------------------------
   
<S>             <C>           <C>           <C>            <C>           <C>             <C>              <C>

Dec 1962          N/A           N/A           N/A            N/A           -6.80           N/A              4.08
Dec 1963          N/A           N/A           N/A            N/A           13.10           N/A              4.17
Dec 1964          N/A           N/A           N/A            N/A           12.36           N/A              4.19
Dec 1965          N/A           N/A           N/A            N/A            9.80           N/A              4.23
Dec 1966          N/A           N/A           N/A            N/A           -5.86           N/A              4.45
Dec 1967          N/A           N/A           N/A            N/A           15.09           N/A              4.67
Dec 1968          N/A           N/A           N/A            N/A           13.97           N/A              4.68
Dec 1969          N/A           N/A           N/A            N/A           -9.01           N/A              4.80
Dec 1970          N/A           N/A           N/A            N/A            5.62           N/A              5.14
Dec 1971          N/A           N/A           N/A            N/A           13.90           N/A              5.30
Dec 1972          8.01          N/A           N/A            N/A           11.13           N/A              5.37
Dec 1973        -15.52          N/A           N/A            N/A          -12.24           N/A              5.51
Dec 1974        -21.40          N/A           N/A            N/A          -18.71           N/A              5.96
Dec 1975         19.30          N/A           N/A            N/A           27.10           N/A              6.21
Dec 1976         47.59          N/A           N/A            N/A           26.03           N/A              6.23
Dec 1977         22.42          N/A           N/A            N/A           -0.72           N/A              6.39
Dec 1978         10.34          N/A          13.04           N/A            4.80           N/A              6.56
Dec 1979         35.86         43.09         70.81           N/A           14.67           N/A              7.29
Dec 1980         24.37         38.58         22.08           N/A           19.70           N/A              8.78
Dec 1981          6.00          2.03          7.18           N/A            1.86           N/A             10.71
Dec 1982         21.60         24.95         24.47          22.68          30.63           N/A             11.19
Dec 1983         30.64         29.13         27.61          26.10          17.44           N/A              9.71
Dec 1984         20.93         -7.30         20.64           1.18           7.46           N/A              9.92
Dec 1985         19.10         31.05         22.20          35.58          29.83           N/A              9.02
Dec 1986         19.16          5.68         20.30          16.21          18.43           N/A              7.84
Dec 1987         -3.64         -8.77         -7.86          -2.03           4.13           N/A              6.92
Dec 1988         13.49         24.89         24.18          20.87          11.18          40.43             7.20
Dec 1989          8.84         16.24          2.37          35.54          19.70          64.96             7.91
Dec 1990        -15.35        -19.51        -33.46          -5.12           0.66         -10.55             7.80
Dec 1991         35.70         46.05         20.03          50.10          25.83          59.91             4.61
Dec 1992         14.59         18.41          7.36          11.91           7.46          11.40             2.89
Dec 1993         19.65         18.91         15.24          13.96          11.95          74.83             2.73
Dec 1994          3.17         -1.82          1.64          -3.57          -2.05          -7.32             4.96
Dec 1995         15.27         28.44         13.65          30.94          24.89          -5.21             5.24
Dec 1996         35.26         16.53         36.87          19.20          13.01           6.03             4.95
Dec 1997         20.29         22.36         19.80          32.26          20.05          -11.59            5.17
    
</TABLE>


                                       44


<PAGE>


   
                                   APPENDIX C

                            OTHER PIONEER INFORMATION

The Pioneer group of mutual funds was established in 1928 with the creation of
Pioneer Fund. Pioneer is one of the oldest and most experienced money managers
in the United States.

As of December 31, 1997, PMC employed a professional investment staff of 58,
with a combined average of 12 years' experience in the financial services
industry.

Total assets of all Pioneer mutual funds at December 31, 1997, were
approximately $19.8 billion representing 1,177,148 shareholder accounts, 791,468
non-retirement accounts and 385,680 retirement accounts.


g:\edgar\sai\current\gs498sai.doc
    


                                       45


<PAGE>





                                     PART C

                                OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

   
                  (a)      The financial  highlights of the  Registrant  for the
                           fiscal year ended  December  31, 1997 are included in
                           Part  A  of  the   Registration   Statement  and  the
                           financial    statements   of   the   Registrant   for
                           the  fiscal  year ended December 31, 1997 are part of
                           the 1997  Annual  Report   to    Shareholders  (filed
                           electronically  on  February  20,  1998;   File   No.
                           811-01604; Accession No. 0000069404-98-000006)  which
                           is  incorporated  by  reference  into  Part  B of the
                           Registration Statement.    

                  (b)      Exhibits:

                       (1)(a)       Agreement and Declaration of Trust.*

                       (1)(b)       Establishment  and  Designation  of Class A,
                                    Class B and  Class C  Shares  of  Beneficial
                                    interest.*

                       (1)(c)       Establishment  and  Designation  of Class A,
                                    Class  B,  Class  C  and  Class  Y Shares of
                                    Beneficial Interest***

                       (2)          By-Laws.*

                       (3)          Inapplicable.

                       (4)          Inapplicable.

   
                       (5)          Management   Contract    with     Pioneering
                                    Management Corporation.*    

                       (6)(a)       Underwriting  Agreement  with Pioneer  Funds
                                    Distributor, Inc.*

                       (6)(b)       Form of Dealer Sales Agreement.**

                       (7)          Inapplicable.

                       (8)          Custodian   Agreement  with  Brown  Brothers
                                    Harriman & Co.**

                       (9)          Investment  Company  Service  Agreement with
                                    Pioneering  Services Corporation.**

                       (10)         Inapplicable.

   
                       (11)         Consent of  Independent  Public  Accountants
                                    (Arthur Andersen LLP).****    

                       (12)         Inapplicable.

                                       C-1


<PAGE>


                       (13)         Inapplicable.

                       (14)         Inapplicable.

                       (15)(a)      Class A Distribution Plan.*

                       (15)(b)      Form of Class B Distribution Plan.*

                       (15)(c)      Class C Distribution Plan.**

                       (16)         Inapplicable.

   
                       (17)         Financial Data Schedule.****    

                       (18)         Form of Multiple Class Plan Pursuant to Rule
                                    18f - 3  Plan  Covering  Four   Classes   of
                                    Shares.***

                       (19)         Powers of Attorney.*
                       (19)(a)      Power of Attorney for Mary K. Bush***

- - -------------------------
   
*    Previously filed.  Incorporated herein by reference from the exhibits filed
with Post - Effective Amendment  No. 54  to the Registration Statement (File No.
2-28274)  as  filed  with  the Securities and Exchange Commission (the "SEC") on
April 26, 1995 (Accession No. 0000069404-95-000008).

**   Previously filed.  Incorporated herein by reference from the exhibits filed
with Post - Effective Amendment  No. 55  to the Registration Statement (File No.
2-28274)  as  filed  with  the SEC on April 25, 1996 (Accession No.  0000069404-
96-000011).

***  Previously filed.  Incorporated herein by reference from the exhibits filed
with Post - Effective Amendment  No. 57  to the Registration Statement (File No.
2-28274) as filed  with  the SEC on February 13, 1996 (Accession No. 0001016964-
98-000007).    

   
****  Filed herewith.    

ITEM 25.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

     No person is controlled by the  Registrant.  A common control  relationship
could exist from a management  perspective because the Chairman and President of
the Registrant owns  approximately 14% of the outstanding  shares of The Pioneer
Group,  Inc. (PGI), the parent company of the Registrant's  investment  adviser,
and certain  Trustees or officers of the Registrant  (i) hold similar  positions
with  other  investment  companies  advised  by PGI and  (ii) are  directors  or
officers of PGI and/or its direct or indirect subsidiaries.  The following lists
all U.S. and the principal  non-U.S.  subsidiaries  of PGI and those  registered
investment companies with a common or similar Board of Trustees advised by PGI.

                                        OWNED BY    PERCENT    STATE/COUNTRY OF
               COMPANY                             OF SHARES     INCORPORATION
Pioneering Management Corp. (PMC)          PGI        100%        DE
Pioneer Funds Distributor, Inc. (PFD)      PMC        100%        MA
Pioneer Explorer, Inc. (PEI)               PMC        100%        DE
Pioneer Fonds Marketing GmbH (GmbH)        PFD        100%        Germany
Pioneer Forest, Inc. (PFI)                 PGI        100%        DE


                                      C-2


<PAGE>


CJSC "Forest-Starma" (Forest-Starma)       PFI        95%         Russia
Pioneer Metals and Technology, Inc. (PMT)  PGI        100%        DE
Pioneer Capital Corp. (PCC)                PGI        100%        DE
Pioneer SBIC Corp.                         PCC        100%        MA
Pioneer Real Estate Advisors, Inc. (PREA)  PGI        100%        DE
Pioneer Management (Ireland) Ltd. (PMIL)   PGI        100%        Ireland
Pioneer Plans Corporation (PPC)            PGI        100%        DE
PIOGlobal Corp. (PIOGlobal)                PGI        100%        DE
Pioneer Investments Corp. (PIC)            PGI        100%        MA
Pioneer Goldfields Holdings, Inc. (PGH)    PGI        100%        DE
Pioneer Goldfields Ltd. (PGL)              PGH        100%        Guernsey
Teberebie Goldfields Ltd. (TGL)            PGL        90%         Ghana
Pioneer Omega, Inc. (Omega)                PGI        100%        DE
Pioneer First Russia, Inc. (First Russia)  Omega      81.65%      DE
Pioneering Services Corp. (PSC)            PGI        100%        MA
Pioneer International Corp. (PIntl)        PGI        100%        DE
   
Pioneer First Polish Investment
  Fund JSC, S.A. (First Polish)            PIntl      100%        Poland    

Pioneer Czech Investment Company, A.S.
(Pioneer Czech)                            PIntl      100%        Czech Republic

Registered  investment  companies  that are parties to management contracts with
PMC:

FUNDS                                               BUSINESS TRUST
Pioneer International Growth Fund                   MA
Pioneer World Equity Fund                           DE
Pioneer Europe Fund                                 MA
Pioneer Emerging Markets Fund                       DE
Pioneer India Fund                                  DE
Pioneer Growth Trust                                MA
Pioneer Mid-Cap Fund                                DE
Pioneer Growth Shares                               DE
Pioneer Small Company Fund                          DE

   
Pioneer Independence Fund                           DE    

Pioneer Fund                                        DE
Pioneer II                                          DE
Pioneer Real Estate Shares                          DE
Pioneer Short-Term Income Trust                     MA
Pioneer America Income Trust                        MA
Pioneer Bond Fund                                   MA
Pioneer Balanced Fund                               DE
Pioneer Intermediate Tax-Free Fund                  MA
Pioneer Tax-Free Income Fund                        DE
Pioneer Money Market Trust                          DE
Pioneer Variable Contracts Trust                    DE
Pioneer Interest Shares                             DE
Pioneer Micro-Cap Fund                              DE



                                      C-3


<PAGE>

     The  following  table  lists  John  F.  Cogan,  Jr.'s  positions  with  the
investment  companies,  PGI and  principal  direct or indirect PGI  subsidiaries
referenced above and the Registrant's counsel.

                                              TRUSTEE/
         ENTITY        CHAIRMAN   PRESIDENT   DIRECTOR   OTHER

Pioneer mutual
funds                     X           X          X
PGL                       X           X          X
PGI                       X           X          X
PPC                                   X          X
PIC                                   X          X
PIntl                                 X          X
PMT                                   X          X
Omega                                 X          X
PIOGlobal                             X          X
First Russia                          X          X
PCC                                              X
PSC                                              X
PMIL                                             X
PEI                                              X
PFI                                              X
PREA                                             X
Forest-Starma                                    X
PMC                       X                      X
PFD                       X                      X
TGL                       X                      X
First Polish                                             Chairman of Supervisory
                                                         Board
GmbH                                                     Chairman of Supervisory
                                                         Board
Pioneer Czech                                            Chairman of Supervisory
                                                         Board
Hale and Dorr LLP                                        Partner

Item 26.  NUMBER OF HOLDERS OF SECURITIES

   
                   (1)
             Title of Class                       (2)
      Shares of Beneficial Interest      Number of Record Holders
           (without par value)           as of March 30, 1998
          Class A shares                          49,083
          Class B shares                          21,515
          Class C shares                           2,996
          Class Y shares                               0    

ITEM 27.  INDEMNIFICATION

     Except for the  Agreement  and  Declaration  of Trust (the  "Declaration"),
dated June 16,  1994,  establishing  the  Registrant  as a business  trust under
Delaware  law,  there is no  contract,  arrangement  or statute  under which any
Trustee, officer,  underwriter or affiliated person of the Registrant is insured
or  indemnified.  The  Declaration  provides  that no Trustee or officer will be
indemnified  against any liability to which the  Registrant  would  otherwise be
subject by reason of or for willful misfeasance,  bad faith, gross negligence or
reckless disregard of such person's duties.


                                      C-4


<PAGE>


     Insofar as  indemnification  for liability arising under the Securities Act
of 1933, as amended (the "1933 Act"), may be available to Trustees, officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise,  the  Registrant has been advised that in the opinion of the SEC such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Trustee,  officer or  controlling  person of the  Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

ITEM 28.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

     All of the information  required by this item is set forth in the Form ADV,
as amended, of PMC, the Registrant's  investment adviser. The following sections
of such Form ADV are incorporated herein by reference:

                  (a)  Items 1 and 2 of Part 2; and

                  (b)  Section 6, Business Background, of each Schedule D.

ITEM 29.  PRINCIPAL UNDERWRITER

                  (a)  See Item 25 above.

                  (b)  Trustees and Officers of PFD:

                       POSITIONS AND OFFICER WITH   POSITIONS AND OFFICER WITH
       NAME            UNDERWRITER                  REGISTRANT
John F. Cogan, Jr.     Director and Chairman        Chairman of the Board,
                                                    President and Trustee

Robert L. Butler       Director and President       None

David D. Tripple       Director                     Executive Vice President and
                                                    Trustee

Steven M. Graziano     Senior Vice President        None

Stephen W. Long        Senior Vice President        None

Barry G. Knight        Vice President               None

William A. Misata      Vice President               None

Anne W. Patenaude      Vice President               None

Elizabeth B. Bennett   Vice President               None

Gail A. Smyth          Vice President               None

Constance D. Spiros    Vice President               None

Marcy L. Supovitz      Vice President               None

Mary Kleeman           Vice President               None

Steven R. Berke        Assistant Vice President     None


                                      C-5


<PAGE>


Steven H. Forss        Assistant Vice President     None

Mary Sue Hoban         Assistant Vice President     None

Debra A. Levine        Assistant Vice President     None

Junior Roy McFarland   Assistant Vice President     None

Marie E. Moynihan      Assistant Vice President     None

William H. Keough      Treasurer                    Treasurer

Roy P. Rossi           Assistant Treasurer          None

Joseph P. Barri        Clerk                        Secretary

Robert P. Nault        Assistant Clerk              Assistant Secretary

The principal business address of each of these individuals is 60 State Street,
Boston, Massachusetts 02109-1820.

                  (c)  Not applicable.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

     The accounts and records are  maintained at the  Registrant's  office at 60
State Street, Boston, Massachusetts; contact the Treasurer.

ITEM 31.  MANAGEMENT SERVICES

         Not applicable.

ITEM 32.  UNDERTAKINGS

         (a) Not Applicable.

         (b) Not Applicable.

         (c) The Registrant  undertakes to deliver or cause to be delivered with
the Prospectus, to each person to whom the Prospectus is sent or given,  a  copy
of  the Registrant's  report to shareholders  furnished  pursuant to and meeting
the requirements  of  Rule 30d - 1 under  the Investment Company Act of 1940, as
amended,  from  which  the  specified  information is incorporated by reference,
unless  such  person  currently holds securities of the Registrant and otherwise
has received a copy of such report,  in which case the Registrant shall state in
the Prospectus that  it  will furnish,  without charge, a copy of such report on
request, and the name,  address and telephone  number of the person to whom such
a request should be directed.


                                      C-6


<PAGE>


                                   SIGNATURES


     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the requirements for  effectiveness of this  Post-Effective  Amendment No. 58 to
its Registration  Statement  pursuant to Rule 485(b) under the Securities Act of
1933 has duly caused this  Post-Effective  Amendment No. 58 to its  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized, in the City of Boston and Commonwealth of Massachusetts, on the 30th
day of April, 1998.

                                            PIONEER GROWTH SHARES



   
                                        By:  /s/ John F. Cogan, Jr.
                                             John F. Cogan, Jr.
                                             Chairman and President    

   
     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 58 to the Registrant's  Registration Statement has
been  signed  below by the  following  persons in the  capacities  indicated  on
April 30, 1998:    

Signature                   Title
   
/s/ John F. Cogan, Jr.      Chairman of the Board              )
John F. Cogan, Jr.          and President                      )
                            (Principal Executive               )
                            Officer)                           )
                                                               )
                                                               )
/s/ William H. Keough       Chief Financial Officer            )
William H. Keough           and Treasurer (Principal           )
                            Financial and Accounting           )
                            Officer)                           )
                                                               )
                                                               )
Trustees:                                                      )
                                                               )
                                                               )
Mary K. Bush*                                                  )
Mary K. Bush                                                   )
                                                               )
                                                               )
/s/ John F. Cogan, Jr.                                         )
John F. Cogan, Jr.                                             )
                                                               )
                                                               )
Richard H. Egdahl*                                             )
Richard H. Egdahl, M.D.                                        )
                                                               )
                                                               )


<PAGE>


Margaret B. W. Graham*                                         )
Margaret B. W. Graham                                          )
                                                               )
                                                               )
John W. Kendrick*                                              )
John W. Kendrick                                               )
                                                               )
                                                               )
Marguerite A. Piret*                                           )
Marguerite A. Piret                                            )
                                                               )
                                                               )
David D. Tripple*                                              )
David D. Tripple                                               )
                                                               )
                                                               )
Stephen K. West*                                               )
Stephen K. West                                                )
                                                               )
                                                               )
John Winthrop*                                                 )
John Winthrop                                                  )
                                                               )
                                                               )
*By:     /s/ John F. Cogan, Jr.                                )
         John F. Cogan, Jr.
         Attorney-in-fact    


<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number    Document Title

   
(11)      Consent of Independent Public Accountants (Arthur
          Andersen LLP)

(17)      Financial Data Schedules    





                              Arthur Andersen LLP








                    Consent of Independent Public Accountants



As independent public accountants, we hereby consent to the use of our report
on Pioneer Growth Shares dated February 2, 1998 (and to all references to our
firm) included in or made a part of Post-Effective Amendment No. 58 and
Amendment No. 29 to Registration Statement File Nos. 2-28274 and 811-01604,
respectively.



                                        /s/ Arthur Andersen LLP
                                        Arthur Andersen LLP

Boston, Massachusetts
April 27, 1998



<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE ANNUAL REPORT
ON FORM N-SAR DATED DECEMBER 31, 1997 FOR PIONEER GROWTH SHARES AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000069404
<NAME> PIONEER GROWTH SHARES
<SERIES>
   <NUMBER> 001
   <NAME> PIONEER GROWTH SHARES CLASS A
<MULTIPLIER> 1,000
       
<S>                                     <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        574931397
<INVESTMENTS-AT-VALUE>                       765898674
<RECEIVABLES>                                  6542774
<ASSETS-OTHER>                                    8978
<OTHER-ITEMS-ASSETS>                               388
<TOTAL-ASSETS>                               772450814
<PAYABLE-FOR-SECURITIES>                       5064824
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      2004951
<TOTAL-LIABILITIES>                            7069775
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     568307984
<SHARES-COMMON-STOCK>                         34682818
<SHARES-COMMON-PRIOR>                         23708651
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        6105778
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     190967277
<NET-ASSETS>                                 765381039
<DIVIDEND-INCOME>                              3089557
<INTEREST-INCOME>                               618914
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 5587457
<NET-INVESTMENT-INCOME>                      (1878986)
<REALIZED-GAINS-CURRENT>                      24440249
<APPREC-INCREASE-CURRENT>                    136683350
<NET-CHANGE-FROM-OPS>                        159244613
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     16028550
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                       16994243
<NUMBER-OF-SHARES-REDEEMED>                    6967488
<SHARES-REINVESTED>                             947412
<NET-CHANGE-IN-ASSETS>                       455143068
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      4342897
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          2401013
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                5712950
<AVERAGE-NET-ASSETS>                         410181117
<PER-SHARE-NAV-BEGIN>                            11.71
<PER-SHARE-NII>                                  (.03)
<PER-SHARE-GAIN-APPREC>                           5.16
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .49
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              16.35
<EXPENSE-RATIO>                                    .99
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE ANNUAL REPORT
ON FORM N-SAR DATED DECEMBER 31, 1997 FOR PIONEER GROWTH SHARES AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK>     0000069404
<NAME>    PIONEER GROWTH SHARES
<SERIES>
   <NUMBER>    002
   <NAME>      PIONEER GROWTH SHARES CLASS B
<MULTIPLIER> 1,000
       
<S>                                     <C>

<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        574931397
<INVESTMENTS-AT-VALUE>                       765898674
<RECEIVABLES>                                  6542774
<ASSETS-OTHER>                                    8978
<OTHER-ITEMS-ASSETS>                               388
<TOTAL-ASSETS>                               772450814
<PAYABLE-FOR-SECURITIES>                       5064824
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      2004951
<TOTAL-LIABILITIES>                            7069775
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     568307984
<SHARES-COMMON-STOCK>                         10246289
<SHARES-COMMON-PRIOR>                          2708114
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        6105778
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     190967277
<NET-ASSETS>                                 765381039
<DIVIDEND-INCOME>                              3089557
<INTEREST-INCOME>                               618914
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 5587457
<NET-INVESTMENT-INCOME>                      (1878986)
<REALIZED-GAINS-CURRENT>                      24440249
<APPREC-INCREASE-CURRENT>                    136683350
<NET-CHANGE-FROM-OPS>                        159244613
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      4596476
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        9251604
<NUMBER-OF-SHARES-REDEEMED>                    1948758
<SHARES-REINVESTED>                             235329
<NET-CHANGE-IN-ASSETS>                       455143068
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      4342897
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          2401013
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                5712950
<AVERAGE-NET-ASSETS>                          80798682
<PER-SHARE-NAV-BEGIN>                            11.55
<PER-SHARE-NII>                                  (.15)
<PER-SHARE-GAIN-APPREC>                           5.09
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .49
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              16.00
<EXPENSE-RATIO>                                   1.76
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE ANNUAL REPORT
ON FORM N-SAR DATED DECEMBER 31, 1997 FOR PIONEER GROWTH SHARES AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK>     0000069404
<NAME>    PIONEER GROWTH SHARES
<SERIES>
   <NUMBER>    003
   <NAME>      PIONEER GROWTH SHARES CLASS C
<MULTIPLIER> 1,000
       
<S>                                     <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        574931397
<INVESTMENTS-AT-VALUE>                       765898674
<RECEIVABLES>                                  6542774
<ASSETS-OTHER>                                    8978
<OTHER-ITEMS-ASSETS>                               388
<TOTAL-ASSETS>                               772450814
<PAYABLE-FOR-SECURITIES>                       5064824
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      2004951
<TOTAL-LIABILITIES>                            7069775
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     568307984
<SHARES-COMMON-STOCK>                          2132599
<SHARES-COMMON-PRIOR>                           117278
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        6105778
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     190967277
<NET-ASSETS>                                 765381039
<DIVIDEND-INCOME>                              3089557
<INTEREST-INCOME>                               618914
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 5587457
<NET-INVESTMENT-INCOME>                      (1878986)
<REALIZED-GAINS-CURRENT>                      24440249
<APPREC-INCREASE-CURRENT>                    136683350
<NET-CHANGE-FROM-OPS>                        159244613
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       980576
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        2580171
<NUMBER-OF-SHARES-REDEEMED>                     606628
<SHARES-REINVESTED>                              41778
<NET-CHANGE-IN-ASSETS>                       455143068
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      4342897
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          2401013
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                5712950
<AVERAGE-NET-ASSETS>                          12722354
<PER-SHARE-NAV-BEGIN>                            11.55
<PER-SHARE-NII>                                  (.14)
<PER-SHARE-GAIN-APPREC>                           5.16
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .49
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              16.08
<EXPENSE-RATIO>                                   1.69
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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