PIONEER GROWTH SHARES, DEFS14A, 1999-08-03

PIONEER GROWTH SHARES
DEFS14A, 1999-08-03

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

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

[X] Definitive Proxy Statement

[X] Definitive Additional Materials

[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

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

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

<PAGE>

PIONEER GROWTH SHARES
60 STATE STREET
BOSTON, MASSACHUSETTS 02109

1-800-732-6583

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

SCHEDULED FOR SEPTEMBER 28, 1999

This is the formal agenda for your fund's shareholder meeting. It tells
you the matters you will be asked to vote on and the time and place of the
meeting, in case you want to attend in person.

To the shareholders of Pioneer Growth Shares:

A meeting of shareholders of your fund will be held at the offices of
Hale and Dorr LLP, 60 State Street, 26th Floor, Boston, Massachusetts 02109, on
September 28, 1999, at 2:00 p.m., Boston time, to consider the following:

1. To elect the nine trustees named in the attached proxy statement
to serve on the board of trustees until their successors have
been duly elected and qualified.

2. A proposal to approve a new management contract between the fund
and Pioneer Investment Management, Inc., your fund's
investment adviser ("Pioneer"), increasing the rate at which
management fees are payable to Pioneer and providing for a
performance fee adjustment;

3(a)-(c). Proposals to approve amendments to your fund's fundamental investment
restrictions, as described in the attached proxy statement; and

4. Any other business that may properly come before the meeting.

Shareholders of record as of the close of business on July 19, 1999 are
entitled to vote at the meeting and any related follow-up meetings.

By order of the board of trustees

Joseph P. Barri, SECRETARY

Boston, Massachusetts
July 30, 1999

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY CARD.
0799-6776
<PAGE>

PROXY STATEMENT
OF
PIONEER GROWTH SHARES
60 STATE STREET
BOSTON, MASSACHUSETTS 02109

1-800-732-6583

SPECIAL MEETING OF SHAREHOLDERS

This proxy statement contains the information you should have before
voting on the proposals as summarized below.

PIONEER GROWTH SHARES WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL
REPORT OR SEMIANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST. SHAREHOLDERS WHO
WANT TO OBTAIN A COPY OF THESE REPORTS SHOULD DIRECT ALL WRITTEN REQUESTS TO THE
ATTENTION OF THE FUND, AT THE ADDRESS LISTED ABOVE, OR SHOULD CALL PIONEERING
SERVICES CORPORATION, THE FUND'S TRANSFER AGENT, AT 1-800-225-6292.

INTRODUCTION

This proxy statement is being used by the board of trustees of your
fund to solicit proxies to be voted at a special meeting of shareholders of your
fund. This meeting will be held at the offices of Hale and Dorr LLP, 60 State
Street, 26th Floor, Boston, Massachusetts 02109, at 2:00 p.m., Boston time on
Tuesday, September 28, 1999, and at any adjournments of the meeting to a later
date. The purpose of this meeting is to consider:

1. The election of nine trustees named in this proxy statement to
serve on the board of trustees until their successors have
been duly elected and qualified.

2. A proposal to approve a new management contract between the
fund and Pioneer Investment Management, Inc., your fund's
investment adviser ("Pioneer"), increasing the rate at which
management fees are payable to Pioneer and providing for a
performance fee adjustment;

3(a)-(c). Proposals to approve the elimination or amendment of certain
of your fund's fundamental investment restrictions, as
described in this proxy statement; and

4. Any other business that may properly come before the meeting.

This proxy statement and proxy are being mailed to shareholders on or
about July 30, 1999. The annual report for the fund for the fiscal period ended
December 31, 1998 was previously mailed to shareholders.

WHO IS ELIGIBLE TO VOTE?

Shareholders of record of the fund as of the close of business on July
19, 1999 (the "record date") are entitled to vote on all of the fund's business
at the meeting or any adjournments thereof. Each share is entitled to one vote.
Shares represented by properly executed proxies, unless revoked before or at the
meeting, will be voted according to shareholders' instructions. If you sign a
proxy, but do not fill in a vote, your shares will be voted to approve the
proposals. If any other business comes before the meeting, your shares will be
voted at the discretion of the persons named as proxies.

1
<PAGE>

PROPOSAL 1

ELECTION OF BOARD OF TRUSTEES

All of the nominees for election currently serve as trustees for your
fund. Each trustee will be elected to hold office until the next meeting of
shareholders or until his or her successor is elected and qualified. Each
nominee has consented to being named in this proxy statement and indicated his
or her willingness to serve if elected. If any nominee should be unable to
serve, an event which is not anticipated, the persons named as proxies may vote
for such other person as shall be designated by the board of trustees of the
fund. The persons named on the accompanying proxy card intend to vote at the
meeting (unless otherwise directed) for the election of the nine nominees named
below as trustees of the fund.

The following table sets forth each nominee's position(s) with the
fund, age, address, principal occupation and employment during the past five
years and any other directorships held. The table also indicates the year
during which he or she first became a trustee of the fund and the number of
shares of the fund beneficially owned by each nominee, directly or indirectly,
on May 31, 1999.

<TABLE>
<CAPTION>
NAME, AGE, POSITION(S) WITH PRINCIPAL OCCUPATION OR EMPLOYMENT FIRST BECAME NUMBER OF SHARES
THE FUND AND TRUSTEESHIPS(1) A TRUSTEE OWNED AND
AND ADDRESS PERCENTAGE OF
TOTAL SHARES
OUTSTANDING ON
MAY 31, 1999
- ------------------------------ -------------------------------------------------- --------------- ------------------
<S> <C> <C> <C>

JOHN F. COGAN, JR.* (73) President, Chief Executive Officer and a 1993 7,606.75 (less
CHAIRMAN OF THE BOARD, Director of The Pioneer Group, Inc. ("PGI"); than 0.01%)
PRESIDENT AND TRUSTEE Chairman and a Director of Pioneer Investment
60 State Street Management, Inc. ("Pioneer"), Pioneer Funds
Boston, MA 02109 Distributor, Inc. ("PFD"), Pioneer Goldfields
Limited, Teberebie Goldfields Limited, Closed
Joint-Stock Company "Amgun-Forest," Closed
Joint-Stock Company "Udinskoye" and Closed
Joint-Stock Company "Tas-Yurjah" Mining Company;
Director of Pioneer Real Estate Advisors, Inc.
("PREA"), Pioneer Forest, Inc., Pioneer
Explorer, Inc., Pioneer Management (Ireland)
Ltd. ("PMIL"), Pioneer First Investment Fund 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. and
Pioneer Omega, Inc. ("Pioneer Omega"); Chairman
of the Supervisory Board of Pioneer Fonds
Marketing, GmbH, Pioneer First Polish Investment
Fund Joint Stock Company, S.A. ("Pioneer First
Polish") and Pioneer Czech

2
<PAGE>

<CAPTION>
NAME, AGE, POSITION(S) WITH PRINCIPAL OCCUPATION OR EMPLOYMENT FIRST BECAME NUMBER OF SHARES
THE FUND AND TRUSTEESHIPS(1) A TRUSTEE OWNED AND
AND ADDRESS PERCENTAGE OF
TOTAL SHARES
OUTSTANDING ON
MAY 31, 1999
- ------------------------------ -------------------------------------------------- --------------- ------------------
<S> <C> <C> <C>
Investment Company,
A.S. ("Pioneer Czech"); Member of the
Supervisory Board of Pioneer Universal Pension
Fund Company; Chairman, President and Trustee of
all of the Pioneer mutual funds; Director of
Pioneer Global Equity Fund Plc,
Pioneer Global Bond Fund Plc, Pioneer Euro
Reserve Fund Plc, Pioneer European Equity Fund
Plc, Pioneer Emerging Europe Fund Plc, Pioneer US
Real Estate Fund Plc, Pioneer U.S. Growth Fund
Plc and Pioneer America Fund Plc (collectively,
the "Irish Funds"); and Partner, Hale and Dorr
LLP (counsel to PGI and the fund).

MARY K. BUSH President, Bush & Co. (international financial 1997 0 (0%)
(51) advisory firm); Director and/or Trustee of
TRUSTEE Mortgage Guaranty Insurance Corporation, Novecon
4201 Cathedral Ave. NW Management Company, Hoover Institution, Folger
Apt. 1016E Shakespeare Library, March of Dimes, Project
Washington, DC 20016 2000, Inc. (not-for-profit educational
organization), Wilberforce University and
Texaco, Inc.; Advisory Board Member, Washington
Mutual Investors Fund (registered investment
company); and Trustee of all of the Pioneer
mutual funds, except Pioneer Variable Contracts
Trust.

RICHARD H. EGDAHL, M.D. Alexander Graham Bell Professor of Health Care 1993 0 (0%)
(72) Entrepreneurship, Boston University; Professor
TRUSTEE of Management, Boston University School of
Boston University Health Management; Professor of Public Health, Boston
Policy Institute University School of Public Health; Professor of
53 Bay State Road Surgery, Boston University School of Medicine,
Boston, MA 02215 University Program for Health Care
Entrepreneurship, CORE (management of workers'
compensation and disability costs - Nasdaq
National Market) and 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.

3
<PAGE>

MARGARET B.W. GRAHAM Founding Director, The Winthrop Group, Inc. 1993 0 (0%)
(52) (consulting firm); Manager of Research
TRUSTEE Operations, Xerox Palo Alto Research Center,
The Keep from 1991 to 1994; Professor of Operations
P.O. Box 110 Management and Management of Technology and
Little Deer Isle, ME 04650 Associate Dean, Boston University School of
Management, from 1989 to 1993; and Trustee of all
of the Pioneer mutual funds, except Pioneer
Variable Contracts Trust.

JOHN W. KENDRICK Professor Emeritus, George Washington 1993 1,604.79 (less
(81) University; Director, American Productivity and than 0.01%)
TRUSTEE Quality Center; Adjunct Scholar, American
636 Waterway Drive Enterprise Institute; Economic Consultant; and
Falls Church, VA 22044 Trustee of all of the Pioneer mutual funds,
except Pioneer Variable Contracts Trust[.]

MARGUERITE A. PIRET President, Newbury, Piret & Company, Inc. 1993 481.56 (less
(51) (merchant banking firm); Trustee of Boston than 0.01%)
TRUSTEE Medical Center; Member of the Board of Governors
One Boston Place of the Investment Company Institute; Director,
26th Floor Organogenesis Inc. (tissue engineering company);
Boston, MA 02108 and Trustee of all of the Pioneer mutual funds.

DAVID D. TRIPPLE* Executive Vice President and a Director of PGI; 1993 3,822.27 (less
(55) President and a Director of Pioneer and PFD; than 0.01%)
EXECUTIVE VICE PRESIDENT AND Director of Pioneering Services Corporation
TRUSTEE ("PSC"), PIntl, PREA, Pioneer Omega, PMIL,
60 State Street Pioneer First Investment Fund and the Irish
Boston, MA 02109 Funds; Member of the Supervisory Board of
Pioneer First Polish and Pioneer Czech; and
Executive Vice President and Trustee of all of
the Pioneer mutual funds.

STEPHEN K. WEST Of Counsel, Sullivan & Cromwell (law firm); 1993 582.47 (less
(70) Director, Kleinwort Benson Australian Income than 0.01%)
TRUSTEE Fund, Inc., The Swiss Helvetia Fund, Inc.
125 Broad Street (investment companies), AMVESCAP PLC (investment
New York, NY 10004 managers) and ING American Insurance Holdings,
Inc.; Trustee, The Winthrop Focus Funds (mutual
funds); and Trustee of all of the Pioneer mutual
funds.

4
<PAGE>

JOHN WINTHROP President, John Winthrop & Co., Inc. (private 1993 1,131.82 (less
(63) investment firm); Director, of NUI Corp. (energy than 0.01%)
TRUSTEE sales, services and distribution); and Trustee
One North Adgers Wharf of all of the Pioneer mutual funds, except
Charleston, SC 29401 Pioneer Variable Contracts Trust.

- ------------------
* Messrs. Cogan and Tripple are "interested persons" of the fund and
Pioneer within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940 (the "1940 Act").

(1) Each nominee also serves as a trustee for each of the open-end
investment companies (mutual funds) in the Pioneer family of mutual
funds, for Pioneer Interest Shares, a closed-end investment company,
and for each of the 13 portfolios of the Pioneer Variable Contracts
Trust (except as noted). Each trustee was most recently elected by the
shareholders of the fund in 1998.

(2) As of May 31, 1999, the trustees and officers of the fund beneficially
owned, directly or indirectly, in the aggregate less than 1% of the
fund's outstanding shares.
</TABLE>

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

During the fiscal year ended December 31, 1998, the board of trustees
held 12 meetings, the audit committee held 12 meetings and the nominating
committee held no meetings. All of the current trustees and committee members
then serving attended at least 75% of the meetings of the board of trustees or
applicable committee, if any, held during the fiscal year ended December 31,
1998.

As of May 31, 1999, Mr. Cogan owned approximately 13.36% and Mr.
Tripple owned approximately 1.19% of the outstanding common stock of PGI, and
none of the other nominees owned PGI common stock.

OTHER EXECUTIVE OFFICERS

In addition to Messrs. Cogan and Tripple, who serve as executive
officers of the fund, the following table provides information with respect to
the other executive officers of the fund. Each executive officer is elected by
the board of trustees and

5
<PAGE>

serves until his successor is chosen and qualified or until his resignation
or removal by the board. The business address of all officers of the fund is 60
State Street, Boston, Massachusetts 02109.

<TABLE>
<CAPTION>
NAME, AGE AND POSITION WITH THE FUND PRINCIPAL OCCUPATION(S)
- ----------------------------------------------------------- --------------------------------------------------------
<S> <C>
ERIC W. RECKARD, (43), Treasurer Executive Vice President, Chief Financial Officer and
Treasurer of PGI since June 1999; Treasurer of
Pioneer, PFD, PSC, PIntl, PREA and Pioneer Omega since
June 1999; Vice President-Corporate Finance of PGI
from February 1999 to June 1999; Manager of Business
Planning and Internal Audit of PGI since September
1996; Manager of Fund Accounting of Pioneer since May
1994; Manager of Auditing, Compliance and Business
Analysis for PGI prior to May 1994; and Treasurer of
all of the Pioneer mutual funds (Assistant Treasurer
prior to June 1999).

VINCENT NAVE (54), Assistant Treasurer Vice President-Fund Accounting, Administration and
Custody Services of Pioneer (Manager from September
1996 to February 1999); Senior Vice President of The
Boston Company's Investor Services Group prior to July
1994; and Assistant Treasurer of all of the Pioneer
mutual funds since June 1999.

JOSEPH P. BARRI, (52), Secretary Corporate Secretary of PGI and most of its
subsidiaries; Secretary of all of the Pioneer mutual
funds; and Partner, Hale and Dorr LLP.

ROBERT P. NAULT, (35), Assistant Secretary Senior Vice President, General Counsel and Assistant
Secretary of PGI since 1995; Assistant Secretary of
Pioneer, certain other PGI subsidiaries and all of the
Pioneer mutual funds; Assistant Clerk of PFD and PSC;
and junior partner of Hale and Dorr LLP prior to 1995.
</TABLE>

6
<PAGE>

REMUNERATION OF TRUSTEES AND OFFICERS

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

<TABLE>
<CAPTION>
TRUSTEE AGGREGATE COMPENSATION TOTAL COMPENSATION FROM THE FUND AND
FROM THE FUND+ OTHER FUNDS IN THE PIONEER FAMILY OF
MUTUAL FUNDS++
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
John F. Cogan, Jr. $ 750 $ 18,750
Mary K. Bush 3,629 77,125
Richard H. Egdahl, M.D. 3,628 79,125
Margaret B.W. Graham 3,940 81,750
John W. Kendrick 3,116 65,900
Marguerite A. Piret 4,683 98,750
David D. Tripple 750 18,750
Stephen K. West 4,004 85,050
John Winthrop 4,073 85,875
------- --------
Totals $28,573 $611,075
======= ========
- ------------------
+ For the fiscal year ended December 31, 1998.
++ For the calendar year ended December 31, 1998.
</TABLE>

INVESTMENT ADVISER

Pioneer and PFD, whose executive offices are located at 60 State
Street, Boston, Massachusetts 02109, serve as investment adviser and principal
underwriter, respectively, to the fund.

REQUIRED VOTE

In accordance with the fund's agreement and declaration of trust, the
vote of a plurality of all of the shares of the fund voted at the meeting is
sufficient to elect the nominees. This means that the nine nominees receiving
the greatest number of votes will be elected to the board.

7
<PAGE>

PROPOSAL 2

APPROVAL OF A NEW MANAGEMENT CONTRACT

SUMMARY

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

At meetings of the board of trustees held on July 6 and July 20, 1999,
the trustees, including all of the trustees who are not "interested persons" of
the fund or Pioneer, unanimously approved and voted to recommend that the
shareholders of the fund approve a proposal to terminate the fund's existing
management contract between Pioneer and the fund (the "existing contract") and
to adopt a new management contract (the "proposed contract"). The existing
contract and the proposed contract are also each referred to below as a
"contract." Under the proposed contract, there will be an increase in the basic
rate of management fees paid by the fund to Pioneer. As described more fully
below, depending on the fund's investment performance relative to a selected
securities index, this basic fee will be increased or decreased. In all cases,
the fee ultimately paid by the fund will be higher than that paid under the
existing contract.

A proposal for a new management contract and performance fee was
considered by fund shareholders in 1998. While such contract had the support of
a majority of the shares voted at that meeting, it did not obtain a sufficient
numbers of votes to be approved under the 1940 Act. The trustees are again
recommending a proposal for a new management contract. The asset levels ("break
points") at which the base fee is reduced are lower under the proposed contract
than under the contract proposed in 1998 and the comparative index is also
different. There has also been a substantial increase in the fund's assets under
management since 1998.The lower break points potentially result in a lower
overall fee than that contained in the contract proposed in 1998. The trustees
believe that the conditions meriting approval of the proposed contract continue
to exist.

Pioneer believes that the proposed fee increase is justified both
because of the fund's investment performance and in light of the fees being paid
by similar funds to other investment advisers. The fund has had above average
performance over the past several years. The following table compares the total
return of the fund's Class A shares at net asset value for the one-, three- and
five-year periods ended June 30, 1999 to the total return during the same
periods for the Standard & Poor's 500 Index, the fund's benchmark, and
investment companies in the Lipper Growth Funds universe, which consists of
funds that have a growth orientation similar to the fund's.

8
<PAGE>

The universe consists of 1,065 funds for the one-year period, 653 funds for
the three-year period and 399 funds for the five-year period ending June 30,
1999.

<TABLE>
<CAPTION>
LIPPER GROWTH
PIONEER GROWTH SHARES S&P 500 FUNDS UNIVERSE
- ------------------------------ ---------------------------- --------------------------- ----------------------------
<S> <C> <C> <C>
One year . . . . . . . . . . . 19.17% 22.72% 18.87%
Three years . . . . . . . . . 31.07% 29.05% 22.75%
Five years . . . . . . . . . . 33.08% 27.81% 22.64%
</TABLE>

The fund also pays Pioneer an advisory fee that is lower than the
majority of growth funds. During the 12 months ended December 31, 1998, the fund
paid Pioneer a management fee at an annual rate of 0.456% of average daily net
assets. Assuming an asset size of $1 billion, the median management fee for
investment companies in the Lipper Growth Funds universe is 0.750% of average
daily net assets. For the funds in the Lipper universe of approximately the same
size as the fund, the median management fee is 0.684%. If the proposed increase
in base fee is approved and without giving effect to any performance adjustment,
the fund would pay Pioneer a base fee of 0.675% assuming average daily net
assets of $1 billion. Consequently, Pioneer is currently paid at a rate that is
substantially below the median for its peer group and if the proposed contract
is approved, would be paid a base fee that is still below the median fee for the
fund's peer group.

TERMS OF EXISTING AND PROPOSED CONTRACTS

Except for the different fee rates, effective dates and renewal dates,
the terms of the existing and proposed contracts are substantially identical.
Pursuant to the terms of each contract, Pioneer serves as investment adviser to
the fund and is responsible for the overall management of the fund's business
affairs subject only to the authority of the board of trustees. Pioneer is
authorized to buy and sell securities for the account of the fund and to
designate brokers to carry out such transactions. Pioneer may not make any
purchase the cost of which exceeds funds currently available for the fund and
may not make any purchase which would violate any fundamental policy or
restriction in the fund's prospectus or statement of additional information as
in effect from time to time.

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

9
<PAGE>

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

EXISTING CONTRACT

The existing contract was approved by the shareholders of the fund on
November 23, 1993, in connection with the acquisition of Mutual of Omaha Fund
Management Company, the fund's prior investment adviser. The existing contract
was approved by your fund's board and its renewal was most recently approved by
the board at a meeting held on April 6, 1999. The existing contract is renewable
annually by the vote of a majority of the fund's board, including a majority of
the trustees who are not "interested persons" (as defined in the 1940 Act) of
the fund, Pioneer or PFD, cast in person at a meeting called for the purpose of
voting on such renewal. The existing contract terminates if assigned (as defined
in the 1940 Act) and may be terminated without penalty by either party by vote
of its board or a majority of the fund's outstanding voting securities and upon
60 days' written notice.

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

PROPOSED CONTRACT

The terms of the proposed contract differ materially from those of the
existing contract only in respect of the management fees payable to Pioneer.

BASIC FEE INCREASE

As compensation for its management services and certain expenses which
Pioneer incurs on behalf of the fund, the fund would pay Pioneer an annual

10
<PAGE>

management fee under the proposed contract (the "basic fee") equal to 0.70% of
the fund's average daily net assets up to $500 million, 0.65% of the next $500
million and 0.625% of the excess over $1 billion. The basic fee would be
computed daily and paid monthly. At June 30, 1999, the fund had net assets of
approximately $3,370,599,625. For information on management fees paid by other
funds managed by Pioneer with similar objectives, see the appendix.

The basic fee represents an increase in the management fee rate payable
to Pioneer over the rate under the existing contract. The board determined that
the basic fee with the application of the performance fee adjustment described
below is fair and reasonable. That adjustment provides for increases or
decreases in the basic fee, based upon the fund's performance. However, even
assuming a maximum downward adjustment due to performance, the proposed fee will
be higher than the current fee.

The effective date of the proposed contract is expected to be October
1, 1999 (the "effective date"). Accordingly, the basic fee will take effect on
the effective date if the proposed contract is approved at the meeting.

PERFORMANCE FEE ADJUSTMENT

The board of trustees is proposing the implementation of a performance
adjustment to accompany the basic fee. The performance adjustment will either
increase or decrease the monthly basic fee paid by the fund to Pioneer based on
the performance of the fund as compared to the investment record (the "record")
over the same period of a securities index determined by the trustees to be
appropriate. The trustees initially have designated the Russell 1000(R) Index
(the "Index") for this purpose. The Index is a recognized measure of the
performance of the 1,000 largest stocks in the Russell 3000(R) Index.

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

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

The board determined that it would be appropriate to increase Pioneer's
compensation and that the amount of the increase should be greater when the
fund's performance exceeds that of an objective index and, conversely, lower
when the fund's performance is poorer than the record of that index. The Index
was deemed appropriate for this comparison because it is composed of stocks
similar to the securities in which the fund is permitted to invest. The board
believes that a

11
<PAGE>

performance adjustment is appropriate for the fund and that providing
incentives to Pioneer based on its performance benefits shareholders.

The board is proposing that there be a performance adjustment which
would increase or decrease the basic fee based on the performance of the Class A
shares of the fund calculated at net asset value. The basic fee would be subject
to upward or downward adjustment depending on whether, and to what extent, the
investment performance of the Class A shares of the fund for the relevant
performance period exceeds, or is exceeded by, the record of the Index over the
same period. This performance comparison would be made at the end of each month.
Each percentage point of difference (up to a maximum difference of +/- 10
percentage points) would result in a performance rate adjustment of 0.01%. The
maximum rate adjustment is therefore +/- 0.10%. An appropriate percentage of
this rate (based upon the number of days in the current month) would then be
multiplied by the average daily net assets of the fund over the entire
performance period, giving the dollar amount which will be added to (or
subtracted from) the basic fee. The monthly performance adjustment will be
further adjusted to the extent necessary to insure that the total of such
adjustments to the basic fee does not exceed +/- 0.10% of average daily net
assets for that year.

IMPLEMENTATION OF PERFORMANCE ADJUSTMENT. The board is proposing that
the performance adjustment be implemented beginning on October 1, 2000. Until
October 1, 2000, the basic fee would remain unadjusted. During the period from
October 1, 2000 until September 30, 2002, fund performance would be measured
over an increasing period covering the current month and the prior months dating
back to the effective date (the "performance period"). Beginning October 1,
2002, the duration of the performance period would become fixed at 36 months.
Thereafter, fund performance would be measured over a rolling 36-month period
covering the current month and the prior 35 months. If the effective date is
delayed, the periods referred to above will be correspondingly adjusted.

PERFORMANCE ADJUSTMENT EXAMPLE

The following hypothetical example illustrates the application of the
performance adjustment.

For proposes of the example, any dividends or capital gains
distributions paid by the fund are treated as if reinvested in shares of the
fund at net asset value, and any dividends paid on the stocks in the Index are
treated as if reinvested in the Index. The example assumes fund assets of up to
$500 million.

12
<PAGE>

The example also makes these assumptions:

<TABLE>
<CAPTION>
YOUR FUND'S
FOR THE YOUR FUND'S INDEX'S PERFORMANCE RELATIVE
PERFORMANCE PERIOD INVESTMENT PERFORMANCE CUMULATIVE CHANGE TO THE INDEX
- --------------------------- --------------------------- ----------------------- ------------------------
<S> <C> <C> <C>
First day $10 100
Last day $13 123
Absolute change +$3 +$23
Actual change +30% +23% +7 percentage points
</TABLE>

Based on these assumptions, the fund would calculate Pioneer's
management fee rate for the last month of the performance period as follows:

o The portion of the annual basic fee rate of 0.70% applicable to that month
is multiplied by the fund's average daily net assets for the month. This
results in the dollar amount of the basic fee.
o The +7 percentage point difference between the performance of your fund's
Class A shares and the record of the Index is multiplied by the performance
rate adjustment of 0.01% producing a rate of 0.07%.
o The 0.07% rate (adjusted for the number of days in the month) is
multiplied by the fund's average daily net assets for the performance
period. This results in the dollar amount of the performance adjustment.
o The dollar amount of the performance adjustment is added to the dollar
amount of the basic fee producing the adjusted management fee.

If the record of the Index during the performance period exceeded the fund's
performance, the dollar amount of the performance adjustment would be deducted
from the dollar amount of the basic fee.

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

EFFECTIVE DATE OF PERFORMANCE ADJUSTMENT

The basic fee will take effect on the effective date if the proposed
contract is approved at the meeting. Accordingly, (1) from October 1, 1999
through September 30, 2000 the fund will pay management fees at a rate equal to
the basic fee (0.70% assuming assets up to $500 million); (2) from October 1,
2000 through September 30, 2002, the fund will pay management fees at a rate
equal to the basic fee plus or minus the amount of the performance adjustment
based upon the current

13
<PAGE>

month and the preceding months dating back to the effective date; and (3)
beginning on October 1, 2002, the fund will pay management fees at a rate equal
to the basic fee plus or minus the amount of the performance adjustment based
upon the current month and the preceding 35 months. Because the performance
adjustment will be calculated no earlier than 12 months after the effective date
and because the performance adjustment will not reflect the fund's performance
prior to the effective date, the effect of the initial performance adjustment
(and all subsequent adjustments) is unknown and cannot reasonably be estimated
at the time of this proposal.

EFFECT OF THE NEW MANAGEMENT FEE STRUCTURE

Under the existing contract, the fund paid management fees at an
effective annual rate of 0.46% based on average daily net assets of
$1,414,076,701 for the fiscal year ended December 31, 1998. Under the proposed
contract, assuming asset levels during the fund's prior fiscal year and
implementation of the performance adjustment, the fund would pay a maximum
annual fee of 0.76% and a minimum annual fee of 0.56% based upon the fund's
performance relative to the record of the Index as described above.

Set forth below is a table showing the dollar amount of actual
management fees paid during the fund's fiscal year ended December 31, 1998 under
the existing contract and the amount of fees that would have been paid under the
proposed contract at the maximum, basic and minimum fee rates. The table also
shows the percentage differences between the amounts that would have been paid
under the proposed contract and the amount actually paid under the existing
contract. Also set forth below is a comparative fee table showing the amount of
fees and expenses paid by the fund under the existing contract as a percentage
of average daily net assets and the amount of fees and expenses shareholders
would have paid if the maximum, basic and minimum fees under the proposed
contract had been in effect. The figures shown for the basic fee represent the
amounts that actually would have been paid during the 12 months under the
proposed contract when the performance adjustment would not be in effect. The
maximum and minimum fees, calculated at December 31, 1998 asset levels, would
apply only in the second or subsequent years under the proposed contract when
the performance adjustment would be in effect.

<TABLE>
<CAPTION>
DOLLAR AMOUNT OF MANAGEMENT FEES PAID
(FISCAL YEAR ENDED DECEMBER 31, 1998)

PROPOSED CONTRACT
-----------------
EXISTING
CONTRACT MAXIMUM BASIC MINIMUM
--------- ------- ----- -------
<S> <C> <C> <C> <C>

Amount of Fees Paid or that
Would Have Been Paid . . . . . . . . . . . $6,484,820 $10,752,056 $9,337,979 $7,923,903
Percentage Difference from Amount
Paid under Existing Contract . . . . . . . N/A +65.80% +44.00% +22.19%
</TABLE>

14
<PAGE>

<TABLE>
<CAPTION>
COMPARATIVE FEE TABLES
(FISCAL YEAR ENDED DECEMBER 31, 1998)

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

CLASS A SHARES

PROPOSED CONTRACT
-----------------
EXISTING
CONTRACT MAXIMUM BASIC MINIMUM
-------- ------- ----- -------
<S> <C> <C> <C> <C>
Management Fee . . . . . . . . . . . . . . . . . . 0.46 0.76 0.66 0.56
Distribution and Service (12b-1) Fee . . . . . . . 0.25 0.25 0.25 0.25
Other Expenses . . . . . . . . . . . . . . . . . . 0.24 0.24 0.24 0.24
Total Annual Fund Operating Expenses . . . . . . . 0.95 1.25 1.15 1.05
<CAPTION>
CLASS B SHARES
PROPOSED CONTRACT
-----------------
EXISTING
CONTRACT MAXIMUM BASIC MINIMUM
-------- ------- ----- -------
<S> <C> <C> <C> <C>
Management Fee . . . . . . . . . . . . . . . . . . 0.46 0.76 0.66 0.56
Distribution and Service (12b-1) Fee . . . . . . . 1.00 1.00 1.00 1.00
Other Expenses . . . . . . . . . . . . . . . . . . 0.28 0.28 0.28 0.28
Total Annual Fund Operating Expenses . . . . . . . 1.74 2.04 1.94 1.84
<CAPTION>
CLASS C SHARES
PROPOSED CONTRACT
-----------------
EXISTING
CONTRACT MAXIMUM BASIC MINIMUM
-------- ------- ----- -------
<S> <C> <C> <C> <C>
Management Fee . . . . . . . . . . . . . . . . . . 0.46 0.76 0.66 0.56
Distribution and Service (12b-1) Fee . . . . . . . 1.00 1.00 1.00 1.00
Other Expenses . . . . . . . . . . . . . . . . . . 0.25 0.25 0.25 0.25
Total Annual Fund Operating Expenses . . . . . . . 1.71 2.01 1.91 1.81
<CAPTION>
CLASS Y SHARES
PROPOSED CONTRACT
-----------------
EXISTING
CONTRACT MAXIMUM BASIC MINIMUM
-------- ------- ----- -------
<S> <C> <C> <C> <C>
Management Fee . . . . . . . . . . . . . . . . . . 0.46 0.76 0.66 0.56
Distribution and Service (12b-1) Fee . . . . . . . N/A N/A N/A N/A
Other Expenses . . . . . . . . . . . . . . . . . . 0.05 0.05 0.05 0.05
Total Annual Fund Operating Expenses . . . . . . . 0.51 0.81 0.71 0.61
</TABLE>

EXAMPLES

<TABLE>
<CAPTION>
The following examples help you compare the costs of investing in the
fund with the cost of investing in other mutual funds. They assume that: a) you
invest $10,000 in the fund for the time periods shown, b) you reinvest all
dividends and distributions,

15
<PAGE>

c) your investment has a 5% return each year and d) the fund's operating
expenses remain the same.

IF YOU SELL YOUR SHARES IF YOU DO NOT SELL YOUR SHARES
-------------------------------------------------- ---------------------------------------------------
NUMBER OF YEARS YOU OWN YOUR SHARES
------------------------------------------------------------------------------------------------------
1 3 5 10 1 3 5 10
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
Basic $686 $919 $1,172 $1,893 $686 $919 $1,172 $1,893
Maximum 695 949 1,222 2,000 695 949 1,222 2,000
Minimum 676 890 1,121 1,784 676 890 1,121 1,784
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------ ------------
CLASS B
Basic 597 909 1,247 2,060 197 609 1,047 2,060
Maximum 607 940 1,298 2,166 207 640 1,098 2,166
Minimum 587 879 1,196 1,952 187 579 996 1,952
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------ ------------
CLASS C
Basic 294 600 1,032 2,233 194 600 1,032 2,233
Maximum 304 631 1,083 2,338 204 631 1,083 2,338
Minimum 284 570 980 2,127 184 570 980 2,127
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------ ------------
CLASS Y
Basic 73 227 395 883 73 227 395 883
Maximum 83 259 450 1,002 83 259 450 1,002
Minimum 62 195 340 763 62 195 340 763
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------ ------------
</TABLE>

OTHER PROVISIONS UNDER THE EXISTING AND PROPOSED CONTRACTS

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

PIONEER'S AUTHORITY. Each contract provides that Pioneer shall have
full discretion to act for the fund in connection with purchase and sale
transactions subject only to the declaration of trust, bylaws, currently
effective registrations under the 1940 Act and the Securities Act of 1933, as
amended, investment objective, policies and restrictions of the fund in effect
from time to time, and specific policies and instructions established from time
to time by the trustees.

PORTFOLIO TRADING. Each contract expressly permits Pioneer to engage in
such activity. For a more detailed description of the fund's current portfolio
brokerage practices, see the appendix.

EXPENSE LIMITATION. Each contract provides that if the operating
expenses of the fund exceed the limits established by state "blue sky"
administrators, Pioneer's fee will be reduced (but not below $0) to the extent
required by such limits. No such

16
<PAGE>

limits are currently in force. Each contract also provides that Pioneer may
from time to time agree not to impose all or a portion of its fee or otherwise
take action to reduce expenses of the fund. Any such fee limitation or expense
reduction is voluntary and may be discontinued or modified by Pioneer at any
time.

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

MISCELLANEOUS

If approved, the proposed contract will become effective on October 1,
1999 (or if approved after that date, on the first day of the first month
following the approval date) and will continue in effect until May 31, 2001 and
thereafter will continue from year to year subject to annual approval by the
board of trustees in the same manner as the existing contract. The proposed
contract terminates if assigned (as defined in the 1940 Act) and may terminate
without penalty by either party, by vote of its board or by a vote of a majority
of the outstanding voting securities of the fund and upon 60 days' written
notice.

ADDITIONAL INFORMATION PERTAINING TO PIONEER

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

FACTORS CONSIDERED BY THE TRUSTEES

The trustees determined that the terms of the proposed contract are
fair and reasonable and that approval of the proposed contract on behalf of the
fund is in the best interests of the fund. The trustees considered a number of
factors in deciding to recommend an increase in the management fee and a
performance fee adjustment, giving the greatest weight to the adequacy of the
present and proposed fees, Pioneer's performance and the potential benefits from
a performance fee structure. In approving the performance aspect of the fee
proposed by management, the trustees considered its structure and the Index on
which it is based. They believe that it provides an appropriate range of
incentives for Pioneer and joins its interest with those of the shareholders for
good relative investment performance.

17
<PAGE>

At their July 6 and 20, 1999 meetings, the trustees who are not
"interested" persons of the fund or Pioneer were advised by fund counsel. When
the trustees were presented with the proposed fee arrangements, they requested
and were furnished with substantial information to assist in their evaluation.

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

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

The time periods to be used in determining any performance adjustment
were also judged to be of appropriate length to ensure proper correlation and to
prevent fee

18
<PAGE>

adjustments from being based upon random or insignificant differences
between the fund and the Index. In this regard, the trustees concluded that it
would be appropriate for the basic fee rate to remain unadjusted for 12 months
before implementation of the performance adjustment, and that once implemented,
the performance adjustment should reflect the fund's performance only subsequent
to the effective date. Moreover, the trustees believe that upon reaching the
36th month, the performance period would be fully implemented and that the
performance adjustment should thereafter be based upon a 36-month rolling
performance period.

Based upon all of the above considerations, the trustees determined
that both the basic fee and the amount of any performance adjustments would be
equitable and fair to the shareholders of the fund and that their adoption will
make it more likely that the objectives of continued levels of good service and
investment performance currently and in the future will be achieved.

TRUSTEES' RECOMMENDATION

Based on its evaluation of the materials presented and assisted by the
advice of independent counsel, the trustees who were present at the meetings on
July 6 and July 20, 1999, including all of the trustees who are not "interested
persons" of the fund or Pioneer, unanimously concluded that the proposed
contract was sufficient to provide the resources necessary for the objectives
described above and was fair and reasonable and in the best interests of the
fund's shareholders and by a vote cast at the meeting, approved and voted to
recommend to the shareholders of the fund that they approve the proposal to
terminate the existing contract and to adopt the proposed contract.

REQUIRED VOTE

Adoption of Proposal 2 requires the approval of a majority of the
outstanding voting securities of the fund, which under the 1940 Act, means the
affirmative vote of the lesser of (i) 67% or more of the shares of the fund
represented at the meeting, if at least 50% of all outstanding shares of the
fund are represented at the meeting, or (ii) 50% or more of the outstanding
shares of the fund entitled to vote at the meeting (a "1940 Act majority vote").

If Proposal 2 is not approved by the shareholders of the fund, the
existing contract will continue in effect.

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

19
<PAGE>

PROPOSALS 3(A) THROUGH 3(C)

ELIMINATION OR AMENDMENT OF
VARIOUS INVESTMENT RESTRICTIONS

GENERAL

Pioneer and your board of trustees recommend that three changes be made
to modernize your fund's fundamental investment restrictions. We are asking you
to vote on these changes because the restrictions described below are
fundamental and may be changed only with shareholder approval.

The 1940 Act requires mutual funds to adopt fundamental investment
restrictions covering certain types of investment practices. Your fund, however,
is also subject to a number of other fundamental restrictions that are not
required by the 1940 Act or any other current laws. Two of the investment
restrictions that the trustees propose to modify were adopted to reflect certain
regulatory, business or industry conditions which are no longer in effect,
especially the "blue sky" laws formerly imposed by state securities regulations.
The fundamental restriction on borrowing would be liberalized to the extent
permitted under the 1940 Act.

Pioneer expects that you will benefit from these proposed changes to
the fund's investment restrictions in several ways. The fund would have the same
degree of flexibility to respond to new developments and changing trends in the
marketplace that other comparable funds typically have. Pioneer believes that
this added flexibility will make your fund more competitive among its peer group
of funds. The proposed changes to the fund's investment restrictions are also
designed to produce a clearer and more concise set of restrictions. These
revised restrictions parallel the investment restrictions of other funds managed
by Pioneer, which will facilitate Pioneer's compliance efforts.

20
<PAGE>

PROPOSED AMENDMENTS TO INVESTMENT RESTRICTIONS

The table below sets forth the fund's current fundamental restrictions
in the left-hand column and the proposed amended restrictions in the right-hand
column. The current restrictions are presented in the same order as they are
listed in the fund's statement of additional information. The amended
restrictions, if approved, will be revised in the fund's amended statement of
additional information. Pioneer does not anticipate that the approval of these
changes will result in any material modification of the fund's operations at the
present time.

PROPOSAL CURRENT RESTRICTION AMENDED RESTRICTION
<S> <C> <C>

3(a) The fund may not purchase securities on margin, but THE FOLLOWING WOULD BE ADOPTED AS A
it may obtain such short-term credits as may be NON-FUNDAMENTAL INVESTMENT RESTRICTION:
necessary for the clearance of purchases and sales of
securities. The fund may not 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.

EXPLANATION. The 1940 Act does not require that this restriction be
fundamental. The restriction would continue to be a fund policy but
would be reclassified as a non-fundamental restriction that could
be amended or eliminated in the future without shareholder
approval.
<CAPTION>
PROPOSAL CURRENT RESTRICTION AMENDED RESTRICTION
<S> <C> <C>

3(b) The fund may not make short sales of securities ELIMINATE AS A FUNDAMENTAL INVESTMENT
unless at the time of such sale it owns or has the RESTRICTION.
right to acquire as a result of the ownership of
convertible or exchangeable securities, and without THE FOLLOWING WOULD BE ADOPTED AS A
the payment of further consideration, an equal amount NON-FUNDAMENTAL POLICY:
of such securities which it will retain so long as it
is in a short position. At no time will more than 10% The fund may not engage in short sales,
of the value of the fund's assets be committed to except short sales against-the-box.
short sales.

EXPLANATION. The 1940 Act does not require that this restriction be
fundamental. The fund would adopt a non-fundamental policy (that
could be amended or eliminated in the future without shareholder
approval) to limit short sales to short sales "against-the-box". In
a short sale "against-the-box", the fund owns or has the right to
acquire the security sold short.
<CAPTION>
PROPOSAL CURRENT RESTRICTION AMENDED RESTRICTION
<S> <C> <C>

3(c) The fund may not borrow money except from banks as a The fund may not borrow money, except the
temporary measure to facilitate the meeting of fund may: (a) borrow from banks or through
redemption requests or for extraordinary or emergency reverse repurchase agreements in an amount up
purposes and except pursuant to reverse repurchase to 33 1/3% of the fund's total assets
agreements or dollar rolls, in all cases in amounts (including the amount borrowed); (b) to the

21
<PAGE>

<CAPTION>
PROPOSAL CURRENT RESTRICTION AMENDED RESTRICTION
<S> <C> <C>
not exceeding 10% of the fund's total assets extent permitted by applicable law, borrow up
(including the amount borrowed) taken at market value. to an additional 5% of the fund's assets for
temporary purposes; (c) obtain such short-term
credits as are necessary for the clearance of
portfolio transactions; and (d) purchase securities
on margin to the extent permitted by applicable
law.

EXPLANATION: This restriction has been amended for improved clarity
and uniformity among Pioneer mutual funds. The percentage
limitation on borrowing would be revised upward from 10% to 33 1/3%
of the fund's total assets and an additional 5% authority for
temporary purposes is proposed to be added to conform to the
percentage limitation included in the 1940 Act. These changes
afford the fund additional flexibility to borrow money if Pioneer
determines that such borrowing is in the best interests of the fund
and is consistent with both the fund's investment objective and
with the requirements of the 1940 Act. The authority to obtain
short-term credits would help to facilitate the clearance of
portfolio transactions and, to the extent determined advisable for
portfolio management reasons, reduce the cash position the fund
needs to maintain. Margin purchases would also be permitted to the
extent allowed by law. The 1940 Act allows the Securities and
Exchange Commission the authority to adopt regulations restricting
the use of margin by investment companies. While no such
regulations have been adopted, the Securities and Exchange
Commission has indicated that it considers margin transactions to
involve the issuance of senior securities, which is restricted
under the 1940 Act. Any borrowing involves risk. To the extent that
the fund incurs debt to purchase additional securities, the fund
will incur a loss unless the income or gain on such investment
exceeds the interest payable with respect to the borrowing. If the
fund loses money on its investment, any indebtedness will have the
effect of increasing such loss.
</TABLE>

TRUSTEES' RECOMMENDATION

The trustees believe that the proposed amendments to the fund's
fundamental restrictions will more clearly reflect current regulatory practice
and will expand the investment opportunities available to the fund. Accordingly,
the trustees recommend that you approve the proposed changes as described above.

REQUIRED VOTE

Approval of each of Proposals 3(a) through (c) requires a 1940 Act
majority vote. If the required approval to change any restriction is not
obtained, the current investment restriction will continue in effect.

THE TRUSTEES OF YOUR FUND RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH
PROPOSAL TO AMEND THE FUND'S INVESTMENT RESTRICTIONS.

22
<PAGE>

INFORMATION CONCERNING THE MEETING

OUTSTANDING SHARES AND QUORUM

As of July 29, 1999, 89,518,813 Class A shares, 48,460,726 Class B
shares, 13,814,879 Class C shares and 328,768 Class Y shares of beneficial
interest of the fund were outstanding. Only shareholders of record on July 19,
1999 are entitled to notice of and to vote at the meeting. A majority of the
outstanding shares of the fund that are entitled to vote will be considered a
quorum for the transaction of business.

OWNERSHIP OF SHARES OF THE FUND

To the knowledge of the fund, as of June 30, 1999, the following
persons owned of record or beneficially 5% or more of the outstanding Class A,
Class B, Class C and Class Y shares of the fund.

<TABLE>
<CAPTION>
NUMBER OF SHARES OWNED AND PERCENTAGE OF
SHAREHOLDER CLASS TOTAL SHARES OUTSTANDING FOR THE CLASS
------------------------------------------------------- -------------- -------------------------------------------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated A 12,752,004 (14.11%)
for the Sole Benefit of its Customers B 6,859,368 (14.40%)
4800 Deer Lake Drive East, 2nd Floor C 3,470,752 (25.79%)
Jacksonville, FL 32246-6484

U.S. Trust Company of the Pacific Y 150,391 (51.44%)
Northwest, Trustee
Pioneer Retirement Benefit Plan
4380 S.W. Macadam Avenue
Portland, OR 97201-6407

U.S. Trust Company of the Pacific Y 133,541 (42.82%)
Northwest, Trustee
Pioneer Savings and Investment Plan
4380 S.W. Macadam Avenue
Portland, OR 97201-6407
</TABLE>

SHAREHOLDER PROPOSALS

Your fund is not required to hold annual meetings of shareholders and
does not currently intend to hold a meeting of shareholders in 2000. A
shareholder proposal intended to be presented at a future annual meeting must be
received by the fund a reasonable time before the fund prepares proxy materials
relating to that meeting.

SHARES HELD IN RETIREMENT PLANS

PGI, as trustee of profit sharing retirement and money purchase pension
plans, in the absence of voting instructions from employers, is permitted to
vote any shares held in such plans only to obtain a quorum. As custodian of
individual retirement accounts/plans and Section 403(b) retirement plans and in
the absence of voting instructions from depositors, individuals or plan
participants, PGI will vote fund shares for or against each proposal in the same
proportion as all fund shares for which it has received instructions.

23
<PAGE>

PROXIES, QUORUM AND VOTING AT THE MEETING

Any shareholder who has given his or her proxy to someone has the power
to revoke that proxy at any time prior to its exercise by executing a
superceding proxy or by submitting a notice of revocation to the secretary of
the fund. In addition, although mere attendance at the meeting will not revoke a
proxy, a shareholder present at the meeting may vote in person and shall be
deemed to have withdrawn any previously granted proxy. All properly executed and
unrevoked proxies received in time for the meeting will be voted in accordance
with the instructions contained in the proxies. If no instruction is given, the
persons name as proxies will vote the shares represented thereby in favor of the
proposals described above and will use their best judgment in connection with
the transaction of such other business as may properly come before the meeting
or any adjournment thereof.

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

Shares of your fund represented in person or by proxy, including shares
which abstain or do not vote with respect to a proposal, will be counted for
purposes of determining whether there is a quorum at the meeting. Accordingly,
an abstention from voting has the same effect as a vote against a proposal.

However, if a broker or nominee holding shares in "street name"
indicates on the proxy card that it does not have discretionary authority to
vote on a proposal, those shares will not be considered present and entitled to
vote on that proposal. Thus, a "broker non-vote" has no effect on the voting in
determining whether a proposal has been adopted in accordance with a vote that
may be approved by less than a majority of the outstanding share of the fund, if
more than 50% of the

24
<PAGE>

outstanding shares (excluding the "broker non-votes") are
present or represented at the meeting. However, for purposes of determining
whether a proposal has been adopted in accordance with a vote that requires
approval by holders of at least a majority of the outstanding shares of the
fund, a "broker non-vote" has the same effect as a vote against that proposal
because shares represented by a "broker non-vote" are considered to be
outstanding shares.

OTHER BUSINESS

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

METHOD OF SOLICITATION AND EXPENSES

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

The fund may also arrange to have votes recorded by telephone, the
internet or other electronic means. The voting procedures used in connection
with such voting methods are designed to authenticate a shareholder's identity,
to allow shareholders to authorize the voting of their shares in accordance with
their instructions and to confirm that their instructions have been properly
recorded. If these procedures were subject to a successful legal challenge, such
votes would not be counted at the meeting. The fund is unaware of any such
challenge at this time. In the case of telephone voting, shareholders would be
called at the phone number PSC has in its records for their accounts, and would
be asked for their Social Security number or other identifying information. The
shareholders would then be given an opportunity to authorize proxies to vote
their shares at the meeting in accordance with their instructions. To ensure
that the shareholders' instructions have been recorded correctly, they will also
receive a confirmation of their instructions in the mail. In the case of
internet voting, shareholders would be required to provide their Social Security
number or other identifying information and will receive a confirmation of their
instructions. A special toll-free number will be available in case the
information contained in the confirmation is incorrect.

25
<PAGE>

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

APPENDIX

ADDITIONAL INFORMATION PERTAINING TO PIONEER

OWNERSHIP OF PIONEER. Pioneer is a wholly owned subsidiary of PGI. As
of May 31, 1999, Mr. Cogan beneficially owned 3,558,044 shares (13.36%) of the
outstanding common stock of PGI. Mr. Cogan's beneficial holdings included
648,950 shares held in trusts with respect to which he may be deemed to be a
beneficial owner by reason of his interest as a beneficiary and/or position as a
trustee and shares which he has the right to acquire under outstanding options
within 60 days of May 31, 1999. At such date, David D. Tripple, Pioneer's other
director, owned beneficially 1.19% of the outstanding common stock of PGI. As of
May 31, 1999, executive officers and directors of Pioneer beneficially owned an
aggregate of 4,491,392 shares of common stock of PGI, approximately 16.62% of
the outstanding common stock of PGI.

SERVICES PROVIDED TO THE FUND BY AFFILIATES OF PIONEER. PSC serves as
the fund's transfer agent and shareholder servicing agent. Under the terms of
its contract with the fund, PSC's duties include: (i) processing sales,
redemptions and exchanges of shares of the fund; (ii) distributing dividends and
capital gains to shareholder accounts; and (iii) maintaining certain account
records and responding to routine shareholder inquires. For the fiscal year
ended December 31, 1998, the fund paid PSC approximately $2,863,153 in fees for
these services.

PFD, an indirect wholly owned subsidiary of PGI, serves as the fund's
principal underwriter. For the fiscal year ended December 31, 1998, the fund
paid PFD approximately $2,296,119 in distribution fees pursuant to the fund's
Class A distribution plan, $3,908,589 in distribution fees pursuant to the
fund's Class B distribution plan and $978,984 in distribution fees pursuant to
the fund's Class C distribution plan. Such fees were paid to PFD for servicing
shareholder accounts and compensating broker/dealers and sales personnel. No
distribution plan has been adopted with respect to the fund's Class Y shares.
For the same period, PFD earned underwriting commissions in connection with its
offering of shares of the fund in the amount of approximately $13,974,000 of
which approximately $11,351,00 was reallowed to dealers.

FEES THE FUND PAID PIONEER. During the fiscal year ended December 31,
1998, the fund paid Pioneer $6,484,820 in management fees and approximately
$248,265 in administrative service fees.

26
<PAGE>

SIMILAR FUNDS MANAGED BY PIONEER. Pioneer serves as the investment
manager to the following funds with investment objectives similar to your fund's
objective:

<TABLE>
<CAPTION>
NAME OF FUND
ANNUAL MANAGEMENT FEE RATE (NET ASSETS AS OF 6/30/99)
- --------------------------------------------------------------------------------------------------------------------
<S> <C>
0.70% of the first $500 million of average daily net assets; Pioneer Capital Growth Fund
0.65% of the next $500 million; 0.625% of average daily net assets $1,800,905,486
exceeding $1 billion; adjusted by up to + 0.10% to reflect
Pioneer Capital Growth Fund's performance

0.625% of average daily net assets, adjusted by up to + 0.20% to reflect Pioneer Mid-Cap Fund
Pioneer Mid-Cap Fund's performance $829,578,644

0.75% of average daily net assets Pioneer Independence Fund
$6,963,029

0.85% of average daily net assets Pioneer Small Company Fund
$268,330,230

1.10% of average daily net assets Pioneer Micro-Cap Fund
$91,069,240

0.65% of average daily net assets Pioneer Variable Contracts
Trust--Capital Growth Portfolio
$124,612,311

0.70% of average daily net assets Pioneer Variable Contract
Trust--Growth Shares Portfolio
$151,007,375
</TABLE>

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

Pioneer may select broker-dealers which provide brokerage and/or
research services to the fund and/or other investment companies or institutional
or other accounts managed by Pioneer. Such research services must be lawful and
must provide appropriate assistance to Pioneer in the performance of its
investment decision-making responsibilities and could include advice concerning
the value of securities; the advisability of investing in, purchasing or selling
securities; the availability of securities or the purchasers or sellers of
securities; providing stock quotation services, credit rating service
information and comparative fund statistics; furnishing analysis, electronic
information services, manuals and reports concerning

27
<PAGE>

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

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

28
<PAGE>

PROXY PROXY

PIONEER GROWTH SHARES
PROXY FOR THE MEETING OF SHAREHOLDERS
To be held September 28, 1999

VOTE VIA THE INTERNET: HTTP://PIONEER.PROXYVOTING.COM
TOUCH-TONE VOTING: 1-800-597-7836

CONTROL NUMBER: 999 9999 9999 999

I (we), having received notice of the meeting and management's proxy statement
therefor, and revoking all prior proxies, hereby appoint John F. Cogan, Jr.,
David D. Tripple, Robert P. Nault and Joseph P. Barri, and each of them, my
(our) attorneys (with full power of substitution in them and each of them) for
and in my (our) name(s) to attend the Meeting of Shareholders of my (our) fund
to be held on Tuesday, September 28, 1999, at 2:00 p.m. (Boston time) at the
offices of Hale and Dorr LLP, counsel to the fund, 60 State Street, 26th Floor,
Boston, Massachusetts 02109, and any adjourned session or sessions thereof, and
there to vote and act upon the following matters (as more fully described in the
accompanying proxy statement) in respect of all shares of the fund which I (we)
will be entitled to vote or act upon, with all the powers I (we) would possess
if personally present.

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

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

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

----------------------------------------
Signature

----------------------------------------
Signature(s)

______________________________, 1999
Date

<PAGE>

<TABLE>
<CAPTION>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF YOUR FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING:

<S> <C> <C> <C>
1. To elect Trustees. The nominees for
Trustees are: 01 M.K. Bush, 02 J.F. Cogan, FOR WITHHOLD FOR ALL EXCEPT
Jr., 03 Dr. R.H. Egdahl, 04 M.B.W. Graham, ALL ALL (as marked below)
05 J.W. Kendrick, 06 M.A. Piret, 07 D.D. /__/ /__/ /__/
Tripple, 08 S.K. West, 09 J. Winthrop

To withhold authority to vote for one or
more of the nominees, write the nominee(s)
name(s) on the line below:

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

2. To approve a new management contract FOR AGAINST ABSTAIN
between the fund and Pioneer Investment /__/ /__/ /__/
Management, Inc. ("Pioneer"), the fund's
investment adviser, increasing the rate at
which management fees are payable to
Pioneer and providing for a performance fee
adjustment.

3.a. To approve the reclassification of the /__/ /__/ /__/
fund's investment restriction regarding
purchasing securities on margin.

3.b. To approve the elimination of the fund's /__/ /__/ /__/
investment restriction on short sales.

3.c. To approve an amendment to the fund's investment /__/ /__/ /__/
restriction regarding borrowing.
</TABLE>

<PAGE>

[logo Pioneer Growth Shares
PIONEER] 60 State Street
Boston, MA 02109

August 1999

Dear Fellow Shareowner,

I am writing to let you know that a special meeting will be held September 28,
1999 for shareowners of Pioneer Growth Shares (the Fund) to vote on a number of
important proposals. As a shareowner in the Fund, you have the opportunity to
voice your opinion on these matters.

This package contains information about the proposals, along with instructions
for voting by touch-tone telephone or the internet, in addition to a proxy card
if you choose to vote by mail. Please take a moment to vote using the one method
that's easiest for you.

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

[callout: IT'S QUICK AND EASY TO VOTE YOUR SHARES. YOU CAN VOTE BY TOUCH-
TONE TELEPHONE OR INTERNET OR MAIL. ALL THE MATERIALS YOU NEED ARE ENCLOSED.]

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

[callout: THE FUND'S BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH
PROPOSAL.]

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

PROPOSAL 1:
ELECT NINE TRUSTEES TO THE BOARD. The Trustees supervise the Fund's activities
and review contractual arrangements with companies that provide services to the
Fund. All of the nominees currently serve as Trustees.

PROPOSAL 2:
APPROVE A NEW MANAGEMENT CONTRACT WITH PIONEER INVESTMENT MANAGEMENT, INC.,
including a performance-based management fee that aligns Pioneer Investments'
interests with those of the shareowner. Depending upon the Fund's investment
performance relative to a selected securities index, the fee paid by the Fund
may be lower or higher than the proposed basic fee. Any performance adjustment
would not be applied until the Fund has generated 12 months of performance with
the new fee structure in place. As proposed, the Fund would pay the basic fee
for 12 months. The basic fee would be higher than the current management fee.

THE FUND'S BOARD OF TRUSTEES, CONSIDERED MANY FACTORS BEFORE APPROVING THE
PROPOSAL:

o THIS WOULD BE THE FUND'S FIRST-EVER INCREASE IN MANAGEMENT FEE. The
current management fee has been in place since the Fund was introduced in
1968. The Trustees believe the current fee is out of date and
inappropriately low under present conditions. Extensive analysis shows that
the Fund's current fee is among the lowest 20% of fees for similar funds.

o THE PROPOSED FEE WOULD PROVIDE RESOURCES NECESSARY TO MANAGE THE FUND. The
Trustees concluded that the current fee is not adequate to maintain or
improve the level of service and performance shareowners receive. They
considered the requirements for excellence in investment management and
research, technology and other necessary systems.

o EXTENSIVE RESEARCH SHOWS THE PROPOSED FEE IS APPROPRIATE, GIVEN FEES PAID
BY OTHER, SIMILAR MUTUAL FUNDS. Extensive research was conducted using data
from Lipper, Inc. and Morningstar to analyze the proposed fee in the
context of other mutual funds. (As you may know, Lipper and Morningstar
compile and analyze a wide range of data on mutual funds.) The proposed fee
is below, or the same as, the management fee for more than half of all
capital appreciation funds. The proposed fee would place the Fund's total
expenses among the lowest 40% of similar funds.

CONTINUED ON REVERSE
0799-6832

<PAGE>

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

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

Cast your vote today. It's simple to vote by touch-tone telephone or the
internet. Simply look up the 14-digit Control Number shown on the enclosed proxy
card. Then, either call 1-800-597-7836 or visit http://Pioneer.proxyvoting.com
any time, any day. Identify yourself with your Control Number and cast your
vote. Of course, if you prefer to vote by mail, simply complete and sign the
enclosed proxy card and mail it in the postage-page envelope provided.

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

Please feel free to call Pioneer at 1-800-732-6583 if you have any questions
about the proposals or the process for voting your shares. Thank you for your
prompt response.

Sincerely,

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

0799-6832

<PAGE>

[logo Pioneer Growth Shares
PIONEER] 60 State Street
Boston, MA 02109

August 1999

Dear Fellow Shareowner,

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

[callout: VOTING YOUR SHARES BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS
ENCLOSED.]

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

[callout: THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH PROPOSAL.]

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

THE FUND'S BOARD OF TRUSTEES, CONSIDERED MANY FACTORS BEFORE APPROVING THE
PROPOSAL:

CONTINUED ON REVERSE
0799-6830

<PAGE>

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

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

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

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

Sincerely,

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

0799-6830

<PAGE>

PIONEER INVESTMENT MANAGEMENT, INC.
a division of The Pioneer Group, Inc.

60 State Street Stephen W. Long
Boston, MA 02109-1820 Senior Managing Director
617-742-7825 U.S. Fund Sales

Dear Investment Representative,

On July 6, 1999, Pioneer Growth Shares' Trustees approved a proposal to change
the Fund's management fee to a performance-based fee. The Trustees believe this
change is necessary to maintain the levels of investment management, research,
technology and service that have helped the Fund produce its impressive track
record. Most recently, for example, Pioneer Growth Shares was in the elite group
of 18 non-sector equity funds (out of 761) to beat the S&P 500 over the 3-, 5-
and 10-year periods ended June 30, 1999.*

[logo
PIONEER]

The proposal would raise the Fund's effective management fee to 0.640%, from
0.447%, based on assets of $3.4 billion, as of June 30, 1999. If adopted, this
would be the first fee increase since Pioneer Growth Shares' inception in 1968.

This proposal was approved by Fund Trustees based on Pioneer research, which
examined fee structures among six representative competitor groups: three broad-
based growth universes and three smaller asset-based growth peer groups,
categorized by Morningstar and Lipper. Here are the highlights:

[Callout: * PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. Source: Lipper,
Inc. and Pioneer research. Based on the Fund's Class A Share performance at NAV
for the year ended 6/30/99 with reinvestment of distributions at NAV; Class B,
C and Y Shares are also available. Class A Share returns, including the maximum
5.75% sales charge, for the Fund's 1-, 5- and 10-year periods were 12.29%,
31.51% and 19.59% respectively. The S&P 500 Index is an unmanaged measure of
the U.S. stock market. Investors cannot invest in any index.]

o PROPOSED FEE IS STILL LOW COMPARED TO PEERS. The current fee is in the
bottom quintile of every competitor ranking examined. Even with the
proposed increase, the management fee would rank in the bottom two
quintiles in five of the six competitor rankings. In the other instance,
it still ranked below the 0.650% median.

o PERFORMANCE ADJUSTMENTS ARE PROSPECTIVE, NOT RETROACTIVE. Any performance
adjustment would be based solely on Fund performance going forward. During
the first 12 months after the proposed fee structure is adopted, only the
basic fee will be charged, without a performance adjustment. Starting in
the 13th month, the basic fee may be adjusted up or down each month, based
on a comparison to the Russell 1000 Index(TM) over that 13-month period.
Then, each month the process would repeat - with the performance period
increasing by one month - until a 36-month performance period is reached.
Thereafter, the monthly comparison would be based on a rolling 36-month
period.

o MANAGER AND SHAREOWNER INTERESTS ARE MORE CLOSELY ALIGNED. The management
fee adjustment process described above seeks to align the Manager's
interests with those of the shareowners. Keep in mind that in the case of
underperformance, the fee would actually decrease from the basic fee.

There will be a special shareowner meeting on September 28, 1999. At the
meeting, Fund shareowners will be asked to vote on this fee proposal, as well
as two others - one to elect nine Trustees to the Board, and one to update
certain Fund investment restrictions. The Proxy Statement regarding these
proposals will be mailed to your clients in early August. Soon after, they may
be contacted, on our behalf, by Shareholder Communications Corporation.
Your clients will be encouraged to cast their vote in one of three easy methods:
Touch-Tone(TM) phone, the Internet, or by returning their proxy card in the
postage-paid envelope provided. If you have any questions about the proposal,
or need details about the voting methods, please don't hesitate to call
1-800-622-9876.

Sincerely,

/s/ Stephen W. Long
Stephen W. Long

0799-6843
FOR BROKER/DEALER USE ONLY (c) Pioneer Funds Distributor, Inc.
NOT FOR USE WITH THE PUBLIC Underwriter of Pioneer mutual funds

<PAGE>

|-------| NOW It's Even Easier to Cast Your Vote
|---------| [logo]|
| |PIONEER| You can vote by touch-tone telephone or
| |-------| internet any time, any day.
|
| Using touch-tone telephone or the internet to vote is fast, safe
| and easy. It also saves money by reducing postage and handling
| costs.
|
| [graphic: telephone] Just read your proxy statement and voting card. Then
| choose one voting method--telephone or internet--and
| follow these simple steps, 24 hours a day, seven days
| a week.
|
| |---------------------------------|
| | |
| |-----------------------|------------------------| |
| | VOTE BY TOUCH-TONE TELEPHONE AT 1-800-597-7836 | |
| |------------------------------------------------| |
| 1. Use a touch-tone phone and dial 1-800-597-7836 |
| 2. Enter your 14-digit control number, shown on your |
| proxy voting card |
| 3. Follow the easy recorded instructions |
| |-----------------------|
| [graphic: personal computer] OR |
| |
| |-----------------------|----------------------------|
| | VOTE BY INTERNET AT http://Pioneer.proxyvoting.com |
| |----------------------------------------------------|
| 1. Visit our voting website http://Pioneer.proxyvoting.com
| 2. Enter your 14-digit control number, shown on your proxy
| voting card
| 3. Follow the easy on-screen instructions
|
| Once you've voted by telephone or internet, DO NOT MAIL your
| proxy voting card.
|
| |--------------------|
|----------------| Thank you for your | 0799-6938
| prompt vote | (C) Pioneer Investment Management, Inc.
|--------------------|

<PAGE>

PIONEER GROWTH SHARES

MACHINE MESSAGE: This message is to remind you that a Special Meeting of Pioneer
Growth Shares is scheduled for September 28, 1999. To quickly vote your shares
over the telephone, simply call 1-800-732-6583. When calling please refer to
record # ______. Representatives are available until 11:00 p.m. Eastern Time and
will be happy to assist you. You may also fax your ballot to us toll free at
1-800-733-1885. Your vote is important! Thank you.