File Nos. 33-34801
811-06106
As filed with the Securities and Exchange Commission on October 30, 1998
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. 12 / X /
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
---
Amendment No. 13 / X /
---
(Check appropriate box or boxes)
PIONEER CAPITAL GROWTH FUND
(Exact Name of Registrant as Specified in Charter)
60 State Street, Boston, Massachusetts 02109
(Address of Principal Executive Office) (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):
___ immediately upon filing pursuant to paragraph (b)
X on October 30, 1998 pursuant to paragraph (b)
---
___ 60 days after filing pursuant to paragraph (a)(1)
___ on [date] 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>
STATEMENT OF INCORPORATION BY REFERENCE
The following documents are incorporated herein by reference in their
entirety:
As filed with
Document the SEC on Accession Number
- ---------------------------------- ---------------- --------------------
Prospectus dated 7/1/98 6/30/98 0001016964-98-000074
Prospectus supplement
dated 10/19/98 10/15/98 0001016964-98-000114
Class Y prospectus dated 7/2/98 6/30/98 0001016964-98-000074
Class Y prospectus supplement
dated 10/23/98 10/22/98 0001016964-98-000119
Statement of additional informa-
tion (SAI) dated 7/2/98 6/30/98 0001016964-98-000074
Financial statements at 10/31/97
and independent auditors'
report 12/24/97 0000863334-97-000018
Financial statements at 4/30/98
and independent auditors'
report 6/22/98 0000863334-98-000014
SAI supplement dated 10/30/98 10/29/98 0001016964-98-000135
<PAGE>
File Nos. 33-34801
811-06106
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
See Statement of Incorporation by Reference.
(b) Exhibits:
1.1. Agreement and Declaration of Trust 1
1.2. Certificate of Trust 1
1.3. Form of Establishment and Designation of Class
A, Class B, Class C and Class Y Shares of
Beneficial Interest 1
2. By-Laws 1
3. None
4. Form of Specimen Share Certificate 1
5. Form of Management Contract 1
6.1. Form of Underwriting Agreement +
6.2. Form of Dealer Sales Agreement 1
7. None
8. Form of Custodian Agreement 1
9.1. Form of Investment Company Service Agreement 1
9.2. Form of Agreement and Plan of Reorganization 1
10. Opinion of Counsel 1
11. Consent of Arthur Andersen LLP +
12. None
13. None
14. None
15.1. Class A Distribution Plan 1
15.2. Form of Class B Distribution Plan +
15.3. Class C Distribution Plan 1
16. None
17. Financial Data Schedules +
18. Form of Multiclass Plan Pursuant to
Rule 18f-3 1
19. Powers of Attorney 1
- ------------------
+ Filed herewith.
1 Incorporated herein by reference from Post-Effective Amendment No. 11 to
the Registrant's Registration Statement (File Nos. 33-34801; 811-06106) as
filed with the Securities and Exchange Commission on June 30, 1998
(Accession Number 0001016964-98-000074).
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
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:
BUSINESS
FUND TRUST
Pioneer International Growth Fund MA
Pioneer World Equity Fund DE
Pioneer Europe Fund MA
Pioneer Emerging Markets Fund DE
Pioneer Indo-Asia Fund DE
Pioneer Capital Growth Fund DE
Pioneer Equity-Income Fund DE
Pioneer Gold Shares DE
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 Fund 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
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
Not applicable.
Item 27. Indemnification
Except for the Agreement and Declaration of Trust (the "Declaration"),
dated January 8, 1998, 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.
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) Directors and Officers of PFD:
Positions and Offices Positions and Offices
Name with Underwriter with 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
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 principle 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) The Registrant hereby 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.
<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. 12 (the
"Amendment") to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused the Amendment to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts, on the 30th day of October, 1998.
PIONEER CAPITAL GROWTH FUND
By: /s/ John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman and President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed below by the following persons in the capacities and on the date
indicated:
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 )
)
)
Margaret BW 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. Dated: October 30, 1998)
John F. Cogan, Jr.
Attorney-in-fact
<PAGE>
Exhibit Index
Exhibit
Number Document Title
6.1. Form of Underwriting Agreement
11. Consent of Arthur Andersen LLP
15.2. Form of Class B Distribution Plan
17. Financial Data Schedules
<TABLE>
<S> <C>
Pioneer World Equity Fund Exhibit 6.1. Pioneer International Growth Fund Exhibit 6.1
Pioneer II Exhibit 6.1 Pioneer Micro-Cap Fund Exhibit 6.1
Pioneer Mid-Cap Fund Exhibit 6.1 Pioneer Fund Exhibit 6.1
Pioneer Europe Fund Exhibit 6.1 Pioneer Intermediate Tax-Free Fund Exhibit 6.1
Pioneer Indo-Asia Fund Exhibit 6.1 Pioneer Money Market Trust Exhibit 6.
Pioneer Capital Growth Fund Exhibit 6.1. Pioneer America Income Trust Exhibit 6.1
Pioneer Equity-Income Fund Exhibit 6.1. Pioneer Real Estate Shares Exhibit 6.1
Pioneer Gold Shares Exhibit 6.1. Pioneer Growth Shares Exhibit 6(a)
Pioneer Small Company Fund Exhibit 6.1. Pioneer Balanced Fund Exhibit 6.1
Pioneer Short-Term Income Trust Exhibit 6.1 Pioneer Tax-Free Income Fund Exhibit (6)
Pioneer Emerging Markets Fund Exhibit 6.1
</TABLE>
AMENDED AND RESTATED UNERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this ____ day of ____, 199_ and
amended and restated as of the 30th day of September 1998, by and between
Pioneer _________, a ______________ business trust (the "Trust"), and Pioneer
Funds Distributor, Inc., a Massachusetts corporation (the "Underwriter")
WITNESSETH
WHEREAS, the Trust is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and has filed a registration statement (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") for the purpose of registering shares of beneficial interest for
public offering under the Securities Act of 1933, as amended;
WHEREAS, the Underwriter engages in the purchase and sale of securities
both as a broker and a dealer and is registered as a broker-dealer with the
Commission and is a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD");
WHEREAS, the parties hereto deem it mutually advantageous that the
Underwriter should act as Principal Underwriter, as defined in the 1940 Act, for
the sale to the public of the shares of beneficial interest of the securities
portfolio of each series of the Trust which the Trustees may establish from time
to time (individually, a "Portfolio" and collectively, the "Portfolios"); and
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Underwriter do hereby agree as follows:
1. The Trust hereby grants to the Underwriter the right and option to purchase
shares of beneficial interest of each class of each Portfolio of the Trust (the
"Shares") for sale to investors either directly or indirectly through other
broker-dealers. The Underwriter is not required to purchase any specified number
of Shares, but will purchase from the Trust only a sufficient number of Shares
as may be necessary to fill unconditional orders received from time to time by
the Underwriter from investors and dealers.
2. The Underwriter shall offer Shares to the public at an offering price based
upon the net asset value of the Shares, to be calculated for each class of
shares as described in the Registration Statement, including the Prospectus,
filed with the Commission and in effect at the time of the offering, plus sales
charges as approved by the Underwriter and the Trustees of the Trust and as
further outlined in the Trust's Prospectus. The offering price shall be subject
to any provisions set forth in the Prospectus from time to time with respect
thereto, including, without
<PAGE>
limitation, rights of accumulation, letters of intent, exchangeability of
shares, reinstatement privileges, net asset value purchases by certain persons
and reinvestments of dividends and capital gain distributions.
3. In the case of all Shares sold to investors through other broker-dealers, a
portion of applicable sales charges will be reallowed to such broker-dealers who
are members of the NASD or, in the case of certain sales by banks or certain
sales to foreign nationals, to brokers or dealers exempt from registration with
the Commission. The concession reallowed to broker-dealers shall be set forth in
a written sales agreement and shall be generally the same for broker-dealers
providing comparable levels of sales and service.
4. This Agreement shall terminate on any anniversary hereof if its terms and
renewal have not been approved by a majority vote of the Trustees of the Trust
voting in person, including a majority of its Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Underwriting Agreement (the "Qualified Trustees"), at a
meeting of Trustees called for the purpose of voting on such approval. This
Agreement may also be terminated at any time, without payment of any penalty, by
the Trust or 60 days' written notice to the Underwriter, or by the Underwriter
upon similar notice to the Trust. This Agreement may also be terminated by a
party upon five (5) days' written notice to the other party in the event that
the Commission has issued an order or obtained an injunction or other court
order suspending effectiveness of the Registration Statement covering the Shares
of the Trust. Finally, this Agreement may also be terminated by the Trust upon
five (5) days' written notice to the Underwriter provided either of the
following events has occurred: (i) the NASD has expelled the Underwriter or
suspended its membership in that organization; or (ii) the qualification,
registration, license or right of the Underwriter to sell Shares in a particular
state has been suspended or cancelled in a state in which sales of the Shares
during the most recent 12-month period exceeded 10% of all Shares held by the
Underwriter during such period.
5. The compensation for the services of the Underwriter as a principal
underwriter under this Agreement shall be:
With respect to Class A Shares (i) that part of the sales charge which
is retained by the Underwriter after allowance of discounts to dealers
as set forth, if required, in the Registration Statement, including the
Prospectus, filed with the Commission and in effect at the time of the
offering, as amended, and (ii) those amounts payable to the Underwriter
as reimbursement of expenses pursuant to any distribution plan which
may be in effect.
With respect to Class B Shares (i) the Underwriter's Allocable Portion
(as defined in Section 9) of the Distribution Fee, if any, payable from
time to time to the Underwriter under the Trust's Class B Distribution
Plan and (ii) the contingent deferred sales charge payable with respect
to Class B Shares sold through the Underwriter as set forth in the
Registration Statement, including the Prospectus, filed with the
Commission and in effect at the time of the sale of such Class B
Shares.
<PAGE>
With respect to Class C Shares (i) the Distribution Fee, if any,
payable from time to time to the Underwriter under the Trust's Class C
Distribution Plan and (ii) the contingent deferred sales charge payable
with respect to Class C Shares sold through the Underwriter as set
forth in the Registration Statement, including the Prospectus, filed
with the Commission and in effect at the time of the sale of such Class
C Shares.
With respect to Class Y Shares, the Underwriter shall not be entitled
to any compensation.
With respect to any future class of shares, the Underwriter shall be
entitled to such consideration as the Trust and the Underwriter shall
agree at the time such class of Shares is established.
Notwithstanding anything to the contrary herein, subsequent to the issuance of a
Class B Share the Trust agrees not take any action to waive or change any
contingent deferred sales charge (including, without limitation, by change in
the rules applicable to conversion of Class B Shares into another class) in
respect of such Class B Shares, except (i) as provided in the Trust's Prospectus
or Statement of Additional Information in effect on September 30, 1998, or (ii)
as required by a change in the 1940 Act and the rules and regulations
thereunder, the Conduct Rules of the NASD or any order of any court or
governmental agency enacted, issued or promulgated after September 30, 1998.
Neither the termination of the Underwriter's role as principal underwriter of
the Class B Shares nor the termination of this Agreement nor the termination or
modification of the Class B Distribution Plan shall terminate the Underwriter's
right to the contingent deferred sales charge with respect to Class B Shares
sold through said Underwriter or Class B Shares issued through one or a series
of exchanges of shares of another investment company for which the Underwriter
acts as principal underwriter, in each case with respect to Class B Shares or
their predecessors initially issued prior to such termination or modification
("Pre-Amendment Class B Shares"). Except as provided in the preceding sentences
and notwithstanding any other provisions of the Agreement or the Class B
Distribution Plan, the Underwriter's entitlement to its Allocable Portion of the
contingent deferred sales charges payable in respect of the Pre-Amendment Class
B Shares shall be absolute and unconditional and shall not be subject to
dispute, offset, counterclaim or any defense whatsoever, at law or equity,
including, without limitation, any of the foregoing based on the insolvency or
bankruptcy of such Underwriter.
6. Notwithstanding anything to the contrary set forth in the Distribution Plan
or this Agreement, the Trust agrees to comply with respect to Pre-Amendment
[Class B] Shares with the provision of Sections 1(b), (d), (g) and (h) and
Section 4 and Section 6 of the Trust's Amended and Restated Class B
Distribution Plan as thought such provision were set forth in this Agreement.
7. Nothing contained herein shall relieve the Trust of any obligation under its
management contract or any other contract with any affiliate of the Underwriter.
8. Notwithstanding anything to the contrary set forth in the Class B
Distribution Plan or this Agreement the Trust acknowledges that the Underwriter
may assign, sell or pledge
<PAGE>
(collectively, "Transfer") its rights to Distribution Fees and contingent
deferred sales charges with respect to Class B Shares. Upon receipt of notice of
such Transfer, the Trust shall pay to the assignee, purchaser or pledgee
(collectively with their subsequent transferees, "Transferees"), as third party
beneficiaries, such portion of the Distribution Fees and contingent deferred
sales charges payable to the Underwriter as provided in written instructions
(the "Allocation Instructions") from the Underwriter to the Trust and shall pay
the balance, if any, to the Underwriter. In the absence of Allocation
Instructions, the Trust shall have no obligations to a Transferee.
9. Payments of the Distribution Fee and contingent deferred sales charges with
respect to Class B Shares shall be allocated between the Underwriter (or its
Transferee) and such co- or successor principal underwriter (each an "Allocable
Portion"), as provided in the Allocation Procedures attached hereto.
10. The parties to this Agreement acknowledge and agree that all liabilities
arising hereunder, whether direct or indirect, of any nature whatsoever,
including without limitation, liabilities arising in connection with any
agreement of the Trustor its Trustees as set forth herein to indemnify any party
to this Agreement or any other person, if any, shall be satisfied out of the
assets of the Trust and that no Trustee, officer or holder of shares shall be
personally liable for any of the foregoing liabilities. The Trust's [Agreement
and] Declaration of Trust describes in detail the respective responsibilities
and limitations on liability of the Trustees, officers, and holders of Shares.
10. This Agreement shall automatically terminate in the event of its assignment
(as that term is defined in the 1940 Act).
11. In the event of any dispute between the parties, this Agreement shall be
construed according to the laws of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers and their seals to be hereto
affixed as of the day and year first above written.
ATTEST: PIONEER _________
By:
Joseph P. Barri John F. Cogan, Jr.
Secretary President
ATTEST: PIONEER FUNDS DISTRIBUTOR, INC.
By:
Joseph P. Barri
Clerk President
<PAGE>
[Allocation Procedures]
<TABLE>
<S> <C>
Pioneer World Equity Fund Exhibit 15.2. Pioneer International Growth Fund Exhibit 15.2
Pioneer II Exhibit 15.2 Pioneer Micro-Cap Fund Exhibit 15.2
Pioneer Mid-Cap Fund Exhibit 15.2 Pioneer Fund Exhibit 15.2
Pioneer Europe Fund Exhibit 15.2 Pioneer Intermediate Tax-Free Fund Exhibit 15.1
Pioneer Indo-Asia Fund Exhibit 15.2 Pioneer Money Market Trust Exhibit 15.2
Pioneer Capital Growth Fund Exhibit 15.2. Pioneer America Income Trust Exhibit 15.2
Pioneer Equity-Income Fund Exhibit 15.2. Pioneer Real Estate Shares Exhibit 15.2
Pioneer Gold Shares Exhibit 15.2. Pioneer Growth Shares Exhibit 15(b)
Pioneer Small Company Fund Exhibit 15.2. Pioneer Balanced Fund Exhibit 15.2
Pioneer Short-Term Income Trust Exhibit 15.2 Pioneer Tax-Free Income Fund Exhibit (15)(b)
Pioneer Emerging Markets Fund Exhibit 15.2
</TABLE>
AMENDED AND RESTATED CLASS B SHARES DISTRIBUTION PLAN
[NAME OF FUND]
CLASS B SHARES DISTRIBUTION PLAN, dated as of __________ __, 199_ and
amended and restated as of September 30, 1998, of Pioneer
________________________, a ____________ business trust (the "Trust")
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end[,
diversified,] management investment company and is registered under the
Investment Company Act of 1940, as amended (collectively with the rules and
regulations promulgated thereunder, the "1940 Act");
WHEREAS, the Trust intends to distribute shares of beneficial interest
(the "Class B Shares") of the Trust in accordance with Rule 12b-1 promulgated by
the Securities and Exchange Commission under the 1940 Act ("Rule 12b-1"), and
desires to adopt this Class B Shares distribution plan (the "Class B Plan") as a
plan of distribution pursuant to such Rule;
WHEREAS, the Trust desires that Pioneer Funds Distributor, Inc., a
Massachusetts corporation ("PFD") or such other persons as may be appointed
principal underwriter from time to time, provide certain distribution services
for the Trust's Class B Shares in connection with the Class B Plan (PFD and any
successor principal underwriter of the Trust's shares being referred to as an
"Underwriter");
WHEREAS, the Trust has entered into an underwriting agreement (in a
form approved by the Trust's Board of Trustees in a manner specified in Rule
12b-1) with the Underwriter, whereby the Underwriter provides facilities and
personnel and renders services to the Trust in connection with the offering and
distribution of Class B Shares (the "Underwriting Agreement");
WHEREAS, the Trust also recognizes and agrees that (a) the Underwriter
may retain the services of firms or individuals to act as dealers or wholesalers
(collectively, the "Dealers") of the Class B Shares in connection with the
offering of Class B Shares, (b) the Underwriter may compensate any Dealer that
sells Class B Shares in the manner and at the rate or rates to be set forth in
an agreement between the Underwriter and such Dealer and (c) the Underwriter may
make such payments to the Dealers for distribution services out of the fee paid
to the Underwriter hereunder, any deferred sales charges imposed by the
Underwriter in connection with the repurchase of Class B Shares, its profits or
any other source available to it;
<PAGE>
WHEREAS, the Trust recognizes and agrees that the Underwriter may
impose certain deferred sales charges in connection with the repurchase of Class
B Shares by the Trust, and the Underwriter may retain (or receive from the
Trust, as the case may be) all such deferred sales charges; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Class B Plan, has evaluated such
information as it deemed necessary to an informed determination whether this
Class B Plan should be adopted and implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision to use assets of
the Trust for such purposes, and has determined that there is a reasonable
likelihood that the adoption and implementation of this Class B Plan will
benefit the Trust and its Class B shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Class B Plan for the Trust as a plan of distribution of Class B Shares in
accordance with Rule 12b-1, on the following terms and conditions:
1. (a) The Trust is authorized to compensate the Under-
writer for (1) distribution services and (2) personal and
account maintenance services performed and expenses incurred
by the Underwriter in connection with the Trust's Class B
Shares. Such compensation shall be calculated and accrued
daily and paid monthly or at such other intervals as the Board
of Trustees may determine.
(b) The amount of compensation payable to the
Underwriter during any one year for distribution services with
respect to Class B Shares shall be its Allocable Portion (as
defined in Section 14 below) of .75% of the Trust's average
daily net assets attributable to Class B Shares for such year
(the "Distribution Fee"). Notwithstanding anything to the
contrary set forth in this Distribution Plan or any
Underwriting Agreement, the Distribution Fee shall not be
terminated or modified (including a modification by change in
the rules relating to the conversion of Class B Shares into
Class A Shares of the Trust) with respect to Class B Shares
(or the assets of the Trust attributable to such Class B
Shares) either (x) issued prior to the date of any termination
or modification or (y) attributable to Class B Shares issued
through one or a series of exchanges of shares of another
investment company for which the Underwriter acts as principal
underwriter which were initially issued prior to the date of
such termination or modification or (z) issued as a dividend
or distribution upon Class B Shares initially issued or
attributable to Class B Shares issued prior to the date of any
such termination or modification (the "Pre-Amendment Class B
Shares") except:
-2-
<PAGE>
(i) to the extent required by a change in the
Investment Company 1940 Act, the rules or regulations
under the Act, the Conduct Rules of the National
Association of Securities Dealers, Inc. (the "NASD"),
or an order of any court or governmental agency, in
each case enacted, issued or promulgated after
September 30, 1998,
(ii) in connection with a "Complete Termination" of
this Plan. For purposes of this Plan, a "Complete
Termination" shall have occurred if: (x) this Plan
and the distribution plan for Class B Shares of any
successor trust or fund or any trust or fund
acquiring substantially all of the assets of the
Trust (collectively, the "Affected Funds") is
terminated with respect to all Class B Shares of the
Trust and each Affected Fund then outstanding or
subsequently issued, (y) the payment by the Trust of
Distribution Fees with respect to all Class B Shares
of the Trust and each Affected Fund is terminated and
(z) neither the Trust nor any Affected Fund
establishes concurrently with or subsequent to such
termination of this Plan another class of shares
which has substantially similar characteristics to
the current Class B Shares of the Trust, including
the manner of payment and amount of contingent
deferred sales charge paid directly or indirectly by
the holders of such shares (all of such classes of
shares "Class B Shares"), or
(iii) on a basis, determined by the Board of
Trustees, including a majority of the Qualified
Trustees (as hereinafter defined), acting in good
faith, so long as from and after the effective date
of such modification or termination: (x) neither (1)
the Trust, (2) any Affected Fund nor (3) the
investment advisor or any other sponsor entity (or
their affiliates) of the Trust or any Affected Fund
pay, directly or indirectly, a fee, a trailer fee, or
expense reimbursement to any person for the provision
of personal and account maintenance services (as such
terms are used in the Conduct Rules of the NASD) to
the holder of Class B Shares of the Trust or any
Affected Fund (but the forgoing shall not prevent
payments for transfer agency or subaccounting
services), and (y) the termination or modification of
the Distribution Fee applies with equal effect to
both Pre-Amendment Class B Shares and Post-Amendment
Class B Shares (as defined in Section 7) outstanding
from time to time of the Trust and all Affected
Funds.
-3-
<PAGE>
(c) Distribution services and expenses for which an
Underwriter may be compensated pursuant to this Plan include,
without limitation: compensation to and expenses (including
allocable overhead, travel and telephone expenses) of (i)
Dealers, brokers and other dealers who are members of the NASD
or their officers, sales representatives and employees, (ii)
the Underwriter and any of its affiliates and any of their
respective officers, sales representatives and employees,
(iii) banks and their officers, sales representatives and
employees, who engage in or support distribution of the
Trust's Class B Shares; printing of reports and prospectuses
for other than existing shareholders; and preparation,
printing and distribution of sales literature and advertising
materials.
(d) The Underwriter shall be deemed to have performed
all services required to be performed in order to be entitled
to receive its Allocable Portion of the Distribution Fee, if
any, payable with respect to Class B Shares sold through such
Underwriter upon the settlement date of the sale of such Class
B Shares or in the case of Class B Shares issued through one
or a series of exchanges of shares of another investment
company for which the Underwriter acts as principal
underwriter or issued as a dividend or distribution upon Class
B Shares, on the settlement date of the first sale on a
commission basis of a Class B Share from which such Class B
share was derived. The Trust's obligation to pay an
Underwriter its Allocable Portion of the Distribution Fees
payable in respect of the Class B Shares shall be absolute and
unconditional and shall not be subject to dispute, offset,
counterclaim or any defense whatsoever, at law or equity,
including, without limitation, any of the foregoing based on
the insolvency or bankruptcy of such Underwriter. The
foregoing provisions of this Section 1(d) shall not limit the
rights of the Trust to modify or terminate payments under this
Class B Plan as provided in Section 1(b) with respect to
Pre-Amendment Class B Shares or Section 7 with respect to
Post-Amendment Class B Shares.
(e) The amount of compensation paid during any one
year for personal and account maintenance services and
expenses (the "Service Fee") shall be .25% of the Trust's
average daily net assets attributable to Class B Shares for
such year. As partial consideration for personal services
and/or account maintenance services provided by the
Underwriter to the Class B Shares, the Underwriter shall be
entitled to be paid any fees payable under this clause (e)
with respect to Class B Shares for which no dealer of record
exists, where less than all consideration has been paid to a
dealer of record or where qualification standards have not
been met.
-4-
<PAGE>
(f) Personal and account maintenance services for
which the Underwriter or any of its affiliates, banks or
Dealers may be compensated pursuant to this Plan include,
without limitation: payments made to or on account of the
Underwriter or any of its affiliates, banks, other brokers and
dealers who are members of the NASD, or their officers, sales
representatives and employees, who respond to inquiries of,
and furnish assistance to, shareholders regarding their
ownership of Class B Shares or their accounts or who provide
similar services not otherwise provided by or on behalf of the
Trust.
(g) The Underwriter may impose certain deferred sales
charges in connection with the repurchase of Class B Shares by
the Trust and the Underwriter may retain (or receive from the
Trust as the case may be) all such deferred sales charges.
(h) The Trust has agreed in the Underwriting
Agreement to certain restrictions on the Trust's ability to
modify or waive certain terms of the Trust's Class B Shares or
the contingent deferred sales charge with respect to
Pre-Amendment Class B Shares.
(i) Appropriate adjustments to payments made pursuant
to clauses (b) and (d) of this paragraph 1 shall be made
whenever necessary to ensure that no payment is made by the
Trust in excess of the applicable maximum cap imposed on asset
based, front-end and deferred sales charges by Section 2830(d)
the Conduct Rules of the NASD.
2. The Trust understands that agreements between the Underwriter and
Dealers may provide for payment of fees to Dealers in connection with the sale
of Class B Shares and the provision of services to shareholders of the Trust.
Nothing in this Class B Plan shall be construed as requiring the Trust to make
any payment to any Dealer or to have any obligations to any Dealer in connection
with services as a dealer of the Class B Shares. The Underwriter shall agree and
undertake that any agreement entered into between the Underwriter and any Dealer
shall provide that such Dealer shall look solely to the Underwriter for
compensation for its services thereunder and that in no event shall such Dealer
seek any payment from the Trust.
3. Notwithstanding anything to the contrary in this Distribution Plan
or any Underwriting Agreement, the Underwriter may assign, sell or pledge
(collectively, "Transfer") its rights to its Allocable Portion of any
Distribution Fees under this Plan. Upon receipt of notice of such Transfer, the
Trust shall pay to the assignee, purchaser or pledgee (collectively with their
subsequent transferees, "Transferees"), as third-party beneficiaries, such
portion of the Distribution Fees
-5-
<PAGE>
payable to the Underwriter as provided in written instructions (the "Allocation
Instructions") from the Underwriter and said Transferee to the Trust. In the
absence of Allocation Instructions, the Trust shall have no obligations to a
Transferee.
4. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to its [Agreement and] Declaration of Trust, as it may
be amended or restated from time to time, or By-Laws or any applicable statutory
or regulatory requirement to which it is subject or by which it is bound, or to
relieve or deprive the Trust's Board of Trustees of the responsibility for and
control of the conduct of the affairs of the Trust; it being understood that
actions taken pursuant to Section 1(b) shall not be considered such an action
described above.
5. This Class B Plan shall become effective upon approval by (i) a
"majority of the outstanding voting securities" of Class B of the Trust, (ii) a
vote of the Board of Trustees, and (iii) a vote of a majority of the Trustees
who are not "interested persons" of the Trust and who have no direct or indirect
financial interest in the operation of the Class B Plan or in any agreements
related to the Class B Plan (the "Qualified Trustees"), such votes with respect
to (ii) and (iii) above to be cast in person at a meeting called for the purpose
of voting on this Class B Plan.
6. All of the terms of this Distribution Plan, as amended and restated
as of September 30, 1998, are intended to apply in respect of all Pre-Amendment
Class B Shares and to the Distribution Fees payable in respect of any thereof.
This Class B Plan will remain in effect indefinitely, provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Class B Plan shall expire on the
annual anniversary of the adoption of this Plan following the last such
approval.
7. Subject to the limitation set forth in Section 1(b) with respect to
Pre-Amendment Class B shares, this Class B Plan may be amended at any time by
the Board of Trustees with respect to Class B Shares (and the assets
attributable to such Class B Shares) which are not Pre-Amendment Class B Shares
("Post-Amendment Class B Shares"); PROVIDED that this Class B Plan may not be
amended to increase materially the limitations on the annual percentage of
average net assets which may be expended hereunder without the approval of
holders of a "majority of the outstanding voting securities" of Class B of the
Trust and may not be materially amended in any case without a vote of a majority
of both the Trustees and the Qualified Trustees. This Class B Plan may be
terminated at any time, subject to Section 1(b), by a vote of a majority of the
Qualified Trustees or by a vote of the holders of a "majority of the outstanding
voting securities" of Class B of the Trust.
8. The Trust and the Underwriter shall provide to the Trust's Board of
Trustees, and the Board of Trustees shall review, at least quarterly, a written
report of
-6-
<PAGE>
the amounts expended under this Class B Plan and the purposes for which such
expenditures were made.
9. While this Class B Plan is in effect, the selection and nomination
of Qualified Trustees shall be committed to the discretion of the Trustees who
are not "interested persons" of the Trust.
10. For the purposes of this Class B Plan, the terms "interested
persons," "majority of the outstanding voting securities" and "specifically
approved at least annually" are used as defined in the 1940 Act.
11. The Trust shall preserve copies of this Class B Plan, and each
agreement related hereto and each report referred to in Paragraph 7 hereof
(collectively, the "Records"), for a period of not less than six (6) years from
the end of the fiscal year in which such Records were made and, for a period of
two (2) years, each of such Records shall be kept in an easily accessible place.
12. This Class B Plan shall be construed in accordance with the laws of
The Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
13. If any provision of this Class B Plan shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Class B
Plan shall not be affected thereby.
14. Payments under this Class B Plan shall be allocated between PFD and
any successor Underwriter or co-Underwriter (each an Underwriter's Allocable
Portion) as provided in the Allocation Procedures appended hereto.
<PAGE>
[Allocation Procedures]
Arthur Andersen LLP
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our reports
on Pioneer Capital Growth Fund dated December 3, 1997 and June 5, 1998 (and to
all references to our firm) included in or made a part of Post-Effective
Amendment No. 12 and Amendment No. 13 to Registration Statement File Nos.
33-34801, 811-06106, respectively.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
October 30, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE SEMIANNUAL
REPORT ON FORM N-SAR DATED APRIL 30, 1998 FOR PIONEER GROWTH TRUST AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000863334
<NAME> PIONEER GROWTH TRUST
<SERIES>
<NUMBER> 001
<NAME> PIONEER CAPITAL GROWTH FUND CLASS A
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> APR-30-1998
<INVESTMENTS-AT-COST> 2252079208
<INVESTMENTS-AT-VALUE> 2644686872
<RECEIVABLES> 18711697
<ASSETS-OTHER> 9870
<OTHER-ITEMS-ASSETS> 2065
<TOTAL-ASSETS> 2663410504
<PAYABLE-FOR-SECURITIES> 8925805
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8860044
<TOTAL-LIABILITIES> 17785849
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2003312215
<SHARES-COMMON-STOCK> 74729647
<SHARES-COMMON-PRIOR> 68530460
<ACCUMULATED-NII-CURRENT> 1964726
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 247740050
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 392607664
<NET-ASSETS> 2645624655
<DIVIDEND-INCOME> 12690360
<INTEREST-INCOME> 4091302
<OTHER-INCOME> 0
<EXPENSES-NET> 15079123
<NET-INVESTMENT-INCOME> 1702539
<REALIZED-GAINS-CURRENT> 248156014
<APPREC-INCREASE-CURRENT> 74183767
<NET-CHANGE-FROM-OPS> 324042320
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7125667
<DISTRIBUTIONS-OF-GAINS> 154432088
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9224955
<NUMBER-OF-SHARES-REDEEMED> 10277672
<SHARES-REINVESTED> 7251904
<NET-CHANGE-IN-ASSETS> 248499910
<ACCUMULATED-NII-PRIOR> 7387854
<ACCUMULATED-GAINS-PRIOR> 233738969
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6070847
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 15253488
<AVERAGE-NET-ASSETS> 1645917782
<PER-SHARE-NAV-BEGIN> 23.23
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 2.80
<PER-SHARE-DIVIDEND> .10
<PER-SHARE-DISTRIBUTIONS> 2.24
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 23.73
<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 SEMIANNUAL
REPORT ON FORM N-SAR DATED APRIL 30, 1998 FOR PIONEER GROWTH TRUST AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000863334
<NAME> PIONEER GROWTH TRUST
<SERIES>
<NUMBER>002
<NAME> PIONEER CAPITAL GROWTH FUND CLASS B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> APR-30-1998
<INVESTMENTS-AT-COST> 2252079208
<INVESTMENTS-AT-VALUE> 2644686872
<RECEIVABLES> 18711697
<ASSETS-OTHER> 9870
<OTHER-ITEMS-ASSETS> 2065
<TOTAL-ASSETS> 2663410504
<PAYABLE-FOR-SECURITIES> 8925805
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8860044
<TOTAL-LIABILITIES> 17785849
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2003312215
<SHARES-COMMON-STOCK> 34619802
<SHARES-COMMON-PRIOR> 32788073
<ACCUMULATED-NII-CURRENT> 1964726
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 247740050
<OVERDISTRIBUTION-GAINS> 0
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<DIVIDEND-INCOME> 12690360
<INTEREST-INCOME> 4091302
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<EXPENSES-NET> 15079123
<NET-INVESTMENT-INCOME> 1702539
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<NET-CHANGE-FROM-OPS> 324042320
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 73631505
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3314131
<NUMBER-OF-SHARES-REDEEMED> 4371411
<SHARES-REINVESTED> 2889009
<NET-CHANGE-IN-ASSETS> 248499910
<ACCUMULATED-NII-PRIOR> 7387854
<ACCUMULATED-GAINS-PRIOR> 233738969
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6070847
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 15253488
<AVERAGE-NET-ASSETS> 756725988
<PER-SHARE-NAV-BEGIN> 22.73
<PER-SHARE-NII> (.04)
<PER-SHARE-GAIN-APPREC> 2.75
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 2.24
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 23.20
<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 SEMIANNUAL
REPORT ON FORM N-SAR DATED APRIL 30, 1998 FOR PIONEER GROWTH TRUST AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000863334
<NAME> PIONEER GROWTH TRUST
<SERIES>
<NUMBER> 003
<NAME> PIONEER CAPITAL GROWTH FUND CLASS C
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> APR-30-1998
<INVESTMENTS-AT-COST> 2252079208
<INVESTMENTS-AT-VALUE> 2644686872
<RECEIVABLES> 18711697
<ASSETS-OTHER> 9870
<OTHER-ITEMS-ASSETS> 2065
<TOTAL-ASSETS> 2663410504
<PAYABLE-FOR-SECURITIES> 8925805
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8860044
<TOTAL-LIABILITIES> 17785849
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2003312215
<SHARES-COMMON-STOCK> 2980748
<SHARES-COMMON-PRIOR> 2654023
<ACCUMULATED-NII-CURRENT> 1964726
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 247740050
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 392607664
<NET-ASSETS> 2645624655
<DIVIDEND-INCOME> 12690360
<INTEREST-INCOME> 4091302
<OTHER-INCOME> 0
<EXPENSES-NET> 15079123
<NET-INVESTMENT-INCOME> 1702539
<REALIZED-GAINS-CURRENT> 248156014
<APPREC-INCREASE-CURRENT> 74183767
<NET-CHANGE-FROM-OPS> 324042320
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 6091340
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 676980
<NUMBER-OF-SHARES-REDEEMED> 488575
<SHARES-REINVESTED> 138320
<NET-CHANGE-IN-ASSETS> 248499910
<ACCUMULATED-NII-PRIOR> 7387854
<ACCUMULATED-GAINS-PRIOR> 233738969
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6070847
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 15253488
<AVERAGE-NET-ASSETS> 63688083
<PER-SHARE-NAV-BEGIN> 22.69
<PER-SHARE-NII> (.03)
<PER-SHARE-GAIN-APPREC> 2.73
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 2.24
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 23.15
<EXPENSE-RATIO> 1.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
