April 3, 1995

                                   SUPPLEMENT
                            to the prospectuses for:


Pioneer II                                       January 27, 1995
Pioneer Three                                    January 27, 1995
Pioneer Capital Growth Fund                      February 24, 1995
Pioneer Equity-Income Fund                       February 24, 1995
Pioneer Gold Shares                              February 24, 1995
Pioneer Europe Fund                              February 28, 1995
Pioneer Bond Fund                                October 28, 1994
Pioneer California Double Tax-Free Fund          January 27, 1995
Pioneer Massachusetts Double Tax-Free Fund       January 27, 1995
Pioneer New York Triple Tax-Free Fund            January 27, 1995
 


                             How to Buy Fund Shares


In addition to the exceptions listed in each Fund's  prospectus,  Class A shares
of a Fund may be sold at net asset  value per  share  without a sales  charge to
Optional  Retirement  Program  participants if (i) the employer has authorized a
limited  number  of  investment  company  providers  for the  Program,  (ii) all
authorized   investment   company   providers  offer  their  shares  to  Program
participants  at net asset  value,  (iii) the  employer has agreed in writing to
actively  promote  the  authorized   investment  company  providers  to  Program
participants and (iv) the Program provides for a matching  contribution for each
participant contribution.







                                        0495-2419
                                        (c) Pioneer Funds Distributor, Inc.






[Pioneer logo]

Pioneer Capital 
Growth Fund 
Class A and Class B Shares 
Prospectus 
February 24, 1995 



Pioneer Capital Growth Fund (the "Fund") seeks capital appreciation by 
investing in a diversified portfolio of securities consisting primarily of 
common stocks. Any current income generated from these securities is 
incidental to the investment objective of the Fund. 


In order to achieve its investment objective, the Fund may invest a 
significant portion of its assets in foreign securities. See "Investment 
Objective and Policies" in this Prospectus. There is, of course, no assurance 
that the Fund will achieve its investment objective. The Fund is one of three 
series of Pioneer Growth Trust (the "Trust"). 

Fund returns and share prices fluctuate and the value of your account upon 
redemption may be more or less than your purchase price. Shares in the Fund 
are not deposits or obligations of, or guaranteed or endorsed by, any bank or 
other depository institution, and the shares are not federally insured by the 
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other 
government agency. 


This Prospectus (Part A of the Registration Statement) provides information 
about the Fund that you should know before investing. Please read and retain 
it for your future reference. More information about the Fund is included in 
Part B, the Statement of Additional Information, also dated February 24, 
1995, which is incorporated into this Prospectus by reference. A copy of the 
Statement of Additional Information may be obtained free of charge by calling 
Shareholder Services at 1-800-225-6292 or by written request to the Trust at 
60 State Street, Boston, Massachusetts 02109. Additional information about 
the Trust has been filed with the Securities and Exchange Commission (the 
"SEC") and is available upon request and without charge. 



                TABLE OF CONTENTS                                          PAGE 
I.              EXPENSE INFORMATION                                           2 
II.             FINANCIAL HIGHLIGHTS                                          3 
III.            INVESTMENT OBJECTIVE AND POLICIES                             4 
                 Risk Factors                                                 4 
IV.             MANAGEMENT OF THE FUND                                        5 
V.              FUND SHARE ALTERNATIVES                                       5 
VI.             SHARE PRICE                                                   6 
VII.            HOW TO BUY FUND SHARES                                        6 
                 Class A Shares                                               6 
                 Class B Shares                                               7 
VIII.           HOW TO SELL FUND SHARES                                       9 
IX.             HOW TO EXCHANGE FUND SHARES                                  10 
X.              DISTRIBUTION PLANS                                           10 
XI.             DIVIDENDS, DISTRIBUTIONS AND TAXATION                        11 
XII.            SHAREHOLDER SERVICES                                         11 
                 Account and Confirmation Statements                         11 
                 Additional Investments                                      12 
                 Automatic Investment Plans                                  12 
                 Financial Reports and Tax Information                       12 
                 Distribution Options                                        12 
                 Directed Dividends                                          12 
                 Direct Deposit                                              12 
                 Voluntary Tax Withholding                                   12 
                 Telephone Transactions and Related 
                  Liabilities                                                12 
                 Retirement Plans                                            12 
                 Telecommunications Device for the Deaf (TDD)                12 
                 Systematic Withdrawal Plans                                 13 
                 Reinstatement Privilege (Class A only)                      13 
XIII.           THE TRUST                                                    13 
XIV.            INVESTMENT RESULTS                                           13 
                APPENDIX                                                     14 

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


 

I. EXPENSE INFORMATION 
This table is designed to help you understand the charges and expenses that 
you, as a shareholder, will bear directly or indirectly when you invest in 
the Fund. The table reflects estimated annual operating expenses based on 
actual expenses for the fiscal year ended October 31, 1994. 
                                                                           
 Shareholder Transaction Expenses:                              Class A          Class B 
 Maximum Initial Sales Charge on 
   Purchases (as a percentage of offering price)                5.75%(1)         None 
 Maximum Sales Charge on 
   Reinvestment of Dividends                                    None             None 
 Maximum Deferred Sales Charge                                  None(1)          4.00% 
 Redemption Fee(2)                                              None             None 
 Exchange Fee                                                   None             None 
Annual Operating Expenses (As a Percentage 
  of Net Assets):(3) 
 Management Fees                                                0.65%            0.65% 
 12b-1 Fees                                                     0.24%            1.00% 
 Other Expenses (including accounting and  transfer 
  agent fees, custodian fees and  printing expenses)            0.37%            0.39% 
Total Operating Expenses:                                       1.26%            2.04% 





(1) Purchases of $1,000,000 or more and purchases by participants in certain 
group plans are not subject to an initial sales charge but may be subject to 
a contingent deferred sales charge as further described under "How to Sell 
Fund Shares." 
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and 
international wire transfers of redemption proceeds. 
(3) For Class B shares, percentages are based on estimated expenses that 
would have been incurred during the previous fiscal year had Class B shares 
been outstanding for the entire period. 


Example: 
You would pay the following dollar amounts on a $1,000 investment in the 
Fund, assuming 5% annual return and redemption at the end of each of the time 
periods: 


                                 1 Year      3 Years      5 Years      10 Years 
                                                            
Class A Shares                    $70         $95          $123         $201 
Class B Shares 
- --Assuming complete 
  redemption at end of period     $61         $94          $130         $217* 
- --Assuming no redemption          $21         $64          $110         $217* 


* Class B shares convert to Class A shares eight years after purchase; 
therefore, Class A expenses are used after year eight. 

The example above assumes the reinvestment of all dividends and distributions 
and that the percentage amounts listed under "Annual Operating Expenses" 
remain the same each year. 

The example is designed for information purposes only, and should not be 
considered a representation of future expenses or return. Actual Fund 
expenses and return will vary from year to year and may be higher or lower 
than those shown. 

For further information regarding management fees, 12b-1 fees and other 
expenses of the Fund, including information regarding the basis upon which 
management fees and 12b-1 fees are paid, see "Management of the Fund," 
"Distribution Plans" and "How To Buy Fund Shares" in this Prospectus and 
"Management of the Funds" and "Underwriting Agreement and Distribution Plans" 
in the Statement of Additional Information. The Fund's imposition of a Rule 
12b-1 fee may result in long-term shareholders indirectly paying more than 
the economic equivalent of the maximum sales charge permitted under Rules of 
Fair Practice of the National Association of Securities Dealers, Inc. 
("NASD"). 


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



                                      2 

 

II. FINANCIAL HIGHLIGHTS 
The following information has been derived from financial statements of the 
Fund which have been audited by Arthur Andersen LLP, independent public 
accountants, in connection with their examination of the Fund's financial 
statements. Arthur Andersen LLP's report on the Fund's financial statements 
as of October 31, 1994 appears in the Fund's Annual Report which is 
incorporated by reference into the Statement of Additional Information. The 
information listed below should be read in conjunction with the financial 
statements contained in the Annual Report. The Annual Report includes more 
information about the Fund's performance and is available free of charge by 
calling Shareholder Services at 1-800-225-6292. 



Pioneer Capital Growth Fund 
Financial Highlights for Each Class A Share Outstanding Throughout Each 
Period: 



                                                                                                                        
7/25/90 
                                                                                                                     
(Commencement 
                                                                                   Year Ended                        of 
Operations) 
                                                             October 31,       October 31,   October 31,   October 
31,     to 
                                                                 1994              1993          1992          1991     
10/31/90 
                                                                                                         
Net asset value, beginning of period                          $16.1700          $12.4200      $11.5800      $ 7.5000    
$10.5000 
Income from investment operations-- 
 Net investment income (loss)--net                            $(0.0500)         $(0.0201)     $(0.0074)     $ 0.0664    
$(0.0397) 
 Net realized and unrealized gain (loss) on 
  investments                                                   2.8000            4.4301        1.2074        4.0136     
(2.9603) 
  Total income (loss) from investment operations              $ 2.7500          $ 4.4100      $ 1.2000      $ 4.0800    
$(3.0000) 
Distribution to shareholders from: 
 Net investment income                                              --                --       (0.0400)           
- --          -- 
 Net realized capital gains                                    (1.6600)          (0.6600)      (0.3200)           
- --          -- 
Net increase (decrease) in net asset value                    $ 1.0900          $ 3.7500      $ 0.8400      $ 4.0800    
$(3.0000) 
Net asset value, end of period                                $17.2600          $16.1700      $12.4200      $11.5800    $ 
7.5000 
Total return*                                                    19.03%            36.59%        10.88%        54.40%     
(28.57%) 
Ratio of net operating expenses to average net assets             1.26%             1.27%         1.48%         
1.69%       7.12%** 
Ratio of net investment income (loss) to average net 
  assets                                                         (0.44%)           (0.26%)       (0.20%)        
0.69%      (2.18%)** 
Portfolio turnover rate                                          47.10%            68.09%        62.00%        
37.76%       0.00% 
Net assets, end of period (in thousands)                      $405,904          $194,670      $ 75,796      $ 21,013    
$  2,483 
Ratios assuming no waiver of management fees or assumption
  of expenses by PMC 
  Net operating expenses                                            --                --            --          
2.78%         -- 
  Net investment loss                                               --                --            --         
(0.40%)        -- 

Financial Highlights for Each Class B Share Outstanding Throughout the Period: 
                                                           April 4, 1994 to 
                                                         October 31, 1994*** 
Net asset value, beginning of period                          $  14.94 
Income from investment operations: 
 Net investment loss                                          $  (0.04) 
 Net realized and unrealized gain on investments                  2.30 
  Total income from investment operations                     $   2.26 
Distribution to shareholders                                        -- 
Net increase in net asset value                               $   2.26 
Net asset value, end of period                                $  17.20 
Total return*                                                    15.13% 
Ratio of net operating expenses to average net 
  assets**                                                        2.04% 
Ratio of net investment loss to average net assets**             (1.12%) 
Portfolio turnover rate                                          47.10% 
Net assets, end of period (in thousands)                      $  42,459 



  *Assumes initial investment at net asset value at the beginning of each 
period, reinvestment of all distributions, the complete redemption of the 
investment at net asset value at the end of each period, and no sales 
charges. Total return would be reduced if sales charges were taken into 
account. 
 **Annualized. 
***Class B shares were first offered on April 4, 1994. 



                                      3 

 

III. INVESTMENT OBJECTIVE AND POLICIES 
The Fund is managed in accordance with the "Investing for Value" investment 
philosophy of Pioneering Management Corporation ("PMC"), the Fund's 
investment adviser. This approach consists of developing a diversified 
portfolio of securities consistent with the Fund's investment objective and 
selected primarily on the basis of PMC's judgment that the securities have an 
underlying value, or potential value, which exceeds their current prices. The 
analysis and quantification of the economic worth, or basic value, of 
individual companies reflects PMC's assessment of a company's assets and the 
company's prospects for earnings growth over the next 1-1/2-to-3 years. PMC 
relies primarily on the knowledge, experience and judgment of its own 
research staff, but also receives and uses information from a variety of 
outside sources, including brokerage firms, electronic data bases, 
specialized research firms and technical journals. 


The investment objective of the Fund is to seek capital appreciation by 
investing in a diversified portfolio of securities consisting primarily of 
common stocks. 

In addition to common stocks, the Fund also invests in securities with common 
stock characteristics, such as convertible bonds and preferred stocks. While 
there is no requirement to do so, the Fund generally invests at least 80% of 
its assets in common stocks and limits investments in foreign securities to 
no more than 25% of its assets. Any current income produced by a security is 
not a primary factor in the selection of investments. The Fund's portfolio 
often includes a number of securities which are owned by other equity mutual 
funds managed by PMC. See "Investment Policies and Restrictions" in the 
Statement of Additional Information for more information. 

The Fund's fundamental investment objective and the fundamental investment 
restrictions set forth in the Statement of Additional Information may not be 
changed without shareholder approval. Certain other investment policies and 
strategies and restrictions on investment are noted throughout the Prospectus 
and are set forth in the Statement of Additional Information. These 
investment policies and strategies and restrictions may be changed at any 
time by a vote of the Board of Trustees. 

The Fund is substantially fully invested at all times. It is the policy of 
the Fund not to engage in trading for short-term profits. Nevertheless, 
changes in the portfolio will be made promptly when determined to be 
advisable by reason of developments not foreseen at the time of the initial 
investment decision, and usually without reference to the length of time a 
security has been held. Accordingly, portfolio turnover rate is not 
considered a limiting factor in the execution of investment decisions. 
Short-term, temporary investments do not normally represent more than 10% of 
the Fund's assets. A short-term investment is considered to be an investment 
with a maturity of one year or less from the date of issuance. 

The Fund may enter into repurchase agreements, not to exceed seven days, with 
broker-dealers and any member bank of the Federal Reserve System. The Board 
of Trustees of the Trust will review and monitor the creditworthiness of any 
institution which enters into a repurchase agreement with the Fund. Such 
repurchase agreements will be fully collateralized with United States 
("U.S.") Treasury and/or agency obligations with a market value of not less 
than 100% of the obligations, valued daily. Collateral will be held by the 
Fund's custodian in a segregated, safekeeping account for the benefit of the 
Fund. In the event that a repurchase agreement is not fulfilled, the Fund 
could suffer a loss to the extent that the value of the collateral falls 
below the repurchase price. 


The Fund may lend portfolio securities to member firms of the New York Stock 
Exchange (the "Exchange"). As with other extensions of credit, there are 
risks of delay in recovery or even loss of rights in the collateral should 
the borrower of the securities fail financially. The Fund will lend portfolio 
securities only to firms which have been approved in advance by the Board of 
Trustees, which will monitor the creditworthiness of any such firms. At no 
time would the value of the securities loaned exceed 30% of the value of the 
Fund's total assets. These investment strategies are also described in the 
Statement of Additional Information. 


In pursuit of its objective, Fund may employ certain active investment 
management techniques including forward foreign currency exchange contracts, 
options and futures contracts on currencies, securities and securities 
indices and options on such futures contracts. These techniques may be 
employed in an attempt to hedge foreign currency and other risks associated 
with the Fund's portfolio securities. See the Appendix to this Prospectus and 
the Statement of Additional Information for a description of these investment 
practices and associated risks. 

Risk Factors 
The Fund may invest in securities issued by foreign companies. Investing in 
securities of foreign companies involves certain considerations and risks 
which are not typically associated with investing in securities of domestic 
companies. Foreign companies are not subject to uniform accounting, auditing 
and financial standards and requirements comparable to those applicable to 
U.S. companies. There may also be less publicly available information about 
foreign companies compared to reports and ratings published about U.S. 
companies. In addition, foreign securities markets have substantially less 
volume than domestic markets and securities of some foreign companies are 
less liquid and more volatile than securities of comparable U.S. companies. 
There may also be less government supervision and regulation of foreign 
securities exchanges, brokers and listed companies than exists in the United 
States. Dividends paid by foreign issuers may be subject to withholding and 
other foreign taxes which will decrease the net return on such investments as 
compared to dividends paid to the Fund by domestic companies. Finally, there 
may be the possibility of expropriations, confiscatory taxation, political, 
economic or social instability or diplomatic developments which could 
adversely affect assets of the Fund held in foreign countries. 

The value of foreign securities may also be adversely affected by 
fluctuations in the relative rates of exchange between the currencies of 
different nations and by exchange control regulations. For example, the value 
of a foreign security held by the Fund as measured in U.S. dollars will 

                                      4 

 
decrease if the foreign currency in which the security is denominated 
declines in value against the U.S. dollar. In such event, this will cause an 
overall decline in the Fund's net asset value and net investment income and 
capital gains, if any, to be distributed in U.S. dollars to shareholders of 
the Fund. 

IV. MANAGEMENT OF THE FUND 
The Board of Trustees of the Trust has overall responsibility for management 
and supervision of the Fund. There are currently eight Trustees, six of whom 
are not "interested persons" of the Trust as defined in the Investment 
Company Act of 1940, as amended (the "1940 Act"). The Board meets at least 
quarterly. By virtue of the functions performed by PMC as investment adviser, 
the Fund requires no employees other than its executive officers, all of whom 
receive their compensation from PMC or other sources. The Statement of 
Additional Information contains the names and general business and 
professional background of each Trustee and executive officer of the Trust. 


Investment advisory services are provided to the Fund by PMC pursuant to a 
management contract between PMC and the Trust, on behalf of the Fund. PMC 
serves as investment adviser to the Fund and is responsible for the overall 
management of the Fund's business affairs, subject only to the authority of 
the Board of Trustees. PMC is a wholly-owned subsidiary of The Pioneer Group, 
Inc. ("PGI"), a publicly-traded Delaware corporation. Pioneer Funds 
Distributor, Inc. ("PFD"), a wholly-owned subsidiary of PGI, is the principal 
underwriter of the Fund. 



Each domestic equity portfolio managed by PMC, including this Fund, is 
overseen by an Equity Committee, which consists of PMC's most senior equity 
professionals, and a Portfolio Management Committee, which consists of PMC's 
domestic equity portfolio managers. Both committees are chaired by Mr. David 
Tripple, PMC's President and Chief Investment Officer and Executive Vice 
President of each of the Funds. Mr. Tripple Joined PMC in 1974 and has had 
general responsibility for PMC's investment operations and specific portfolio 
assignments for more than the last five years. 


Day-to-day management of the Fund's investments is the responsibility of 
Warren J. Isabelle, Vice President of the Fund and of PMC. Mr. Isabelle 
joined PMC in 1984 and has managed the Fund since its inception. 

In addition to the Fund, PMC also manages and serves as the investment 
adviser for other mutual funds and is an investment adviser to certain other 
institutional accounts. PMC's and PFD's executive offices are located at 60 
State Street, Boston, Massachusetts 02109. 

Under the terms of its contract with the Trust, PMC assists in the management 
of the Fund and is authorized in its discretion to buy and sell securities 
for the account of the Fund. PMC pays all the expenses, including executive 
salaries and the rental of certain office space, related to its services for 
the Fund, with the exception of the following which are to be paid by the 
Fund: (a) charges and expenses for fund accounting, pricing and appraisal 
services and related overhead, including, to the extent such services are 
performed by personnel of PMC or its affiliates, office space and facilities 
and personnel compensation, training and benefits; (b) the charges and 
expenses of auditors; (c) the charges and expenses of any custodian, transfer 
agent, plan agent, dividend disbursing agent and registrar appointed by the 
Trust with respect to the Fund; (d) issue and transfer taxes, chargeable to 
the Fund in connection with securities transactions to which the Fund is a 
party; (e) insurance premiums, interest charges, dues and fees for membership 
in trade associations, and all taxes and corporate fees payable by the Fund 
to federal, state or other governmental agencies; (f) fees and expenses 
involved in registering and maintaining registrations of the Fund and/or its 
shares with the SEC, individual states or blue sky securities agencies, 
territories and foreign countries, including the preparation of Prospectuses 
and Statements of Additional Information for filing with the SEC; (g) all 
expenses of shareholders' and Trustees' meetings and of preparing, printing 
and distributing prospectuses, notices, proxy statements and all reports to 
shareholders and to governmental agencies; (h) charges and expenses of legal 
counsel to the Fund and the Trustees; (i) distribution fees paid by the Fund 
in accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940 
Act; (j) compensation of those Trustees of the Trust who are not affiliated 
with or interested persons of PMC, the Trust (other than as Trustees), PGI or 
PFD; (k) the cost of preparing and printing share certificates; and (l) 
interest on borrowed money, if any. In addition to the expenses described 
above, the Fund shall pay all brokers' and underwriting commissions 
chargeable to the Fund in connection with securities transactions to which 
the Fund is a party. 


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


As compensation for its management services and certain expenses which PMC 
incurs, PMC is entitled to a management fee equal to 0.65% per annum of the 
Fund's average daily net assets up to $300 million, 0.60% of the next $200 
million, 0.50% of the next $500 million and 0.45% of the excess over $1 
billion. The fee is normally computed daily and paid monthly. 


During the fiscal year ended October 31, 1994, the Fund incurred expenses of 
$3,627,519, including management fees paid or payable to PMC of $1,805,402. 


John F. Cogan, Jr., Chairman and President of the Trust, Chairman of PFD, 
President and a Director of PGI and Chairman and a Director of PMC, owned
approximately 15% of the outstanding capital stock of PGI as of the date of 
this Prospectus. 

V. FUND SHARE ALTERNATIVES 
The Fund continuously offers two Classes of shares designated as Class A and 
Class B shares, as described more fully 

                                      5 

 
in "How to Buy Fund Shares." If you do not specify in your instructions to 
the Fund which Class of shares you wish to purchase, exchange or redeem, the 
Fund will assume that your instructions apply to Class A shares. 

Class A Shares. If you invest less than $1 million in Class A shares, you 
will pay an initial sales charge. Certain purchases may qualify for reduced 
initial sales charges. If you invest $1 million or more in Class A shares, no 
sales charge will be imposed at the time of purchase, however, shares 
redeemed within 12 months of purchase may be subject to a contingent deferred 
sales charge ("CDSC"). Class A shares are subject to distribution and service 
fees at a combined annual rate of up to 0.25% of the Fund's average daily net 
assets attributable to Class A shares. 

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

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

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


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



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


VII. HOW TO BUY FUND SHARES 
You may buy Fund shares at the public offering price from any securities 
broker-dealer which has a sales agreement with PFD. If you do not have a 
securities broker-dealer, please call 1-800-225-6292 for assistance. 

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

Class A Shares 
You may buy Class A shares at the public offering price, that is, at the net 
asset value per share next computed after receipt of a purchase order, plus a 
sales charge as follows: 

                                      6 

 


                                                          Dealer 
                             Sales Charge as a % of     Allowance 
                                             Net         as a % of 
                             Offering      Amount        Offering 
   Amount of Purchase         Price       Invested         Price 
                                                   
Less than $50,000              5.75%        6.10%           5.00% 
$50,000 but less than 
  $100,000                     4.50         4.71            4.00 
$100,000 but less than 
  $250,000                     3.50         3.63            3.00 
$250,000 but less than 
  $500,000                     2.50         2.56            2.00 
$500,000 but less than 
  $1,000,000                   2.00         2.04            1.75 
$1,000,000 or more              -0-          -0-          see below 
  


No sales charge is payable at the time of purchase on investments of 
$1,000,000 or more or for participants in certain group plans (described 
below) subject to a CDSC of 1% which may be imposed in the event of a 
redemption of Class A shares within 12 months of purchase. See "How to Sell 
Fund Shares." PFD may, in its discretion, pay a commission to broker-dealers 
who initiate and are responsible for such purchases as follows: 1% on the 
first $1 million invested; 0.50% on the next $4 million; and 0.10% on the 
excess over $5 million. These commissions will not be paid if the purchaser 
is affiliated with the broker-dealer or if the purchase represents the 
reinvestment of a redemption made during the previous 12 calendar months. 
Broker-dealers who receive a commission in connection with Class A share 
purchases at net asset value by 401(a) or 401(k) retirement plans with 1,000 
or more eligible participants or with at least $10 million in plan assets 
will be required to return any commission paid or a pro rata portion thereof 
if the retirement plan redeems its shares within 12 months of purchase. See 
also "How to Sell Fund Shares." In connection with PGI's acquisition of 
Mutual of Omaha Fund Management Company and contingent upon the achievement 
of certain sales objectives, PFD pays to Mutual of Omaha Investor Services, 
Inc. 50% of PFD's retention of any sales commission on sales of the Fund's 
Class A shares through such dealer. 


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


Qualifying for a Reduced Sales Charge. Class A shares of the Fund may be sold 
at a reduced or eliminated sales charge to certain group plans ("Group 
Plans") under which a sponsoring organization makes recommendations to, 
permits group solicitation of, or otherwise facilitates purchases by, its 
employees, members or participants. Information about such arrangements is 
available from PFD. 

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

Reduced sales charges for Class A shares are available through an agreement 
to purchase a specified quantity of Fund shares over a designated 13-month 
period by completing the "Letter of Intention" section of the Account 
Application. Information about the Letter of Intention procedure, including 
its terms, is contained in the Statement of Additional Information. Investors 
who are clients of a broker-dealer with a current sales agreement with PFD 
may purchase Class A shares of the Fund at net asset value, without a sales 
charge, to the extent that the purchase price is paid out of proceeds from 
one or more redemptions by the investor of shares of certain other mutual 
funds. In order for a purchase to qualify for this privilege, the investor 
must document to the broker-dealer that the redemption occurred within the 60 
days immediately preceding the purchase of Class A shares; that the client 
paid a sales charge on the original purchase of the shares redeemed; and that 
the mutual fund whose shares were redeemed also offers net asset value 
purchases to redeeming shareholders of any of the Pioneer funds. Further 
details may be obtained from PFD. 

Class B Shares 
You may buy Class B shares at net asset value without the imposition of an 
initial sales charge; however, Class B shares redeemed within six years of 
purchase will be subject to a CDSC at the rates shown in the table below. The 
charge will 

                                      7 

 
be assessed on the amount equal to the lesser of the current market value or 
the original purchase cost of the shares being redeemed. No CDSC will be 
imposed on increases in account value above the initial purchase price, 
including shares derived from the reinvestment of dividends or capital gains 
distributions. 

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

Year Since                         CDSC as a Percentage of Dollar 
Purchase                               Amount Subject to CDSC 
First                                            4.0% 
Second                                           4.0% 
Third                                            3.0% 
Fourth                                           3.0% 
Fifth                                            2.0% 
Sixth                                            1.0% 
Seventh and thereafter                           none 

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


Class B shares will automatically convert into Class A shares at the end of 
the calendar quarter that is eight years after the purchase date, except as 
noted below. Class B shares acquired by exchange from Class B shares of 
another Pioneer fund will convert into Class A shares based on the date of 
the initial purchase and the applicable CDSC. Class B shares acquired through 
reinvestment of distributions will convert into Class A shares based on the 
date of the initial purchase to which such shares relate. For this purpose, 
Class B shares acquired through reinvestment of distributions will be 
attributed to particular purchases of Class B shares in accordance with such 
procedures as the Trustees may determine from time to time. The conversion of 
Class B shares to Class A shares is subject to the continuing availability of 
a ruling from the Internal Revenue Service ("IRS"), which the Fund has 
obtained, or an opinion of counsel that such conversions will not constitute 
taxable events for federal tax purposes. There can be no assurance that such 
ruling will continue to be in effect at the time any particular conversion 
would normally occur. The conversion of Class B shares to Class A shares will 
not occur if such ruling is no longer available and, therefore, Class B 
shares would continue to be subject to higher expenses than Class A shares 
for an indeterminate period. 



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



The CDSC on Class B shares and on any Class A shares subject to a CDSC may be 
waived or reduced for retirement plan accounts if: (a) the redemption results 
from the death or a total and permanent disability (as defined in Section 72 
of the Code) occurring after the purchase of the shares being redeemed of a 
shareholder or participant in an employer-sponsored retirement plan; (b) the 
distribution is to a participant in an Individual Retirement Account ("IRA"), 
403(b) or employer-sponsored retirement plan, is part of a series of 
substantially equal payments made over the life expectancy of the participant 
or the joint life expectancy of the participant and his or her beneficiary or 
as scheduled periodic payments to a participant (limited in any year to 10% 
of the value of the participant's account at the time the distribution amount 
is established; a required minimum distribution due to the participant's 
attainment of age 70-1/2 may exceed the 10% limit only if the distribution 
amount is based on plan assets held by Pioneer); (c) the distribution is from 
a 401(a) or 401(k) retirement plan and is a return of excess employee 
deferrals or employee contributions or a qualifying hardship distribution as 
defined by the Code or results from a termination of employment (limited with 
respect to a termination to 10% per year of the value of the plan's assets in 
the Fund as of the later of the prior December 31 or the date the account was 
established unless the plan's assets are being rolled over to or reinvested 
in the same class of shares of a Pioneer mutual fund subject to the CDSC of 
the shares originally held); (d) the distribution is from an IRA, 403(b) or 
employer-sponsored retirement plan and is to be rolled over to or reinvested 
in the same class of shares in a Pioneer mutual fund and which will be 
subject to the applicable CDSC upon redemption; (e) the distribution is in 
the form of a loan to a participant in a plan which permits loans (each 
repayment of the loan will constitute a new sale which will be subject to the 
applicable CDSC upon redemption); or (f) the distribution is from a qualified 
defined contribution plan and represents a participant's directed transfer 
(provided that this privilege has been pre-authorized through a prior 
agreement with PFD regarding participant directed transfers). 



The CDSC on Class B shares and on any Class A shares subject to a CDSC may be 
waived or reduced for either non-retirement or retirement plan accounts if: 
(a) the redemption is made by any state, county, or city, or any 
instrumentality, department, authority, or agency thereof, which is 
prohibited by applicable laws from paying a CDSC in connection with the 
acquisition of shares of any registered investment management company; or (b) 
the redemption is made pursuant to the Fund's right to liquidate or 
involuntarily redeem shares in a shareholder's account. 


Broker-Dealers. An order for either Class of Fund shares received by PFD from 
a broker-dealer prior to the close of 

                                      8 

 
regular trading on the Exchange is confirmed at the price appropriate for 
that Class as determined at the close of regular trading on the Exchange on 
the day the order is received, provided the order is received prior to PFD's 
close of business (usually, 5:30 p.m. Eastern Time). It is the responsibility 
of broker-dealers to transmit orders so that they will be received by PFD 
prior to its close of business. 

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

VIII. HOW TO SELL FUND SHARES 
You can arrange to sell (redeem) fund shares on any day the Exchange is open 
by selling either some or all of your shares to the Fund. 

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

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

* If you are selling shares from a non-retirement account, you may use any of 
the methods described below. 

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

In Writing. You may sell your shares by delivering a written request, signed 
by all registered owners, in good order to Pioneering Services Corporation 
("PSC"), however, you must use a written request, including a signature 
guarantee, to sell your shares if any of the following situations applies: 

* you wish to sell over $50,000 worth of shares, 

* your account registration or address has changed within the last 30 days, 

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

* the check is not being made out to the account owners, or 

* the sale proceeds are being transferred to a Pioneer account with a 
different registration. 

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

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

By Telephone or by Fax. Your account is automatically authorized to have the 
telephone redemption privilege unless you indicated otherwise on your Account 
Application or by writing to PSC. Proper account identification will be 
required for each telephone redemption. The telephone redemption option is 
not available to retirement plan accounts. A maximum of $50,000 may be 
redeemed by telephone or fax and the proceeds may be received by check or by 
bank wire. To receive the proceeds by check: the check must be made payable 
exactly as the account is registered and the check must be sent to the 
address of record which must not have changed in the last 30 days. To receive 
the proceeds by bank wire: the wire must be sent to the bank wire address of 
record which must have been properly pre-designated either on your Account 
Application or on an Account Options Form and which must not have changed in 
the last 30 days. To redeem by fax, send your redemption request to 
1-800-225-4240. You may always elect to deliver redemption instructions to 
PSC by mail. See "Telephone Transactions and Related Liabilities" below. 
Telephone and fax redemptions will be priced as described above. 

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

Small Accounts. The minimum account value is $500. If you hold shares of the 
Fund in an account with a net asset value of less than the minimum required 
amount due to redemptions or exchanges, the Fund may redeem the shares held 
in this account at net asset value if you have not increased the net asset 
value of the account to at least the minimum required amount within six 
months of notice by the Fund to you of the Fund's intention to redeem the 
shares.
                                   
CDSC on Class A Shares. Purchases of Class A shares of $1,000,000 or more, or 
by participants in a Group Plan which were not subject to an initial sales 
charge, may be subject to a CDSC upon redemption. A CDSC is payable to PFD on 
these investments in the event of a share redemption within 12 months 
following the share purchase, at the rate of 1% of the lesser of the value of 
the shares redeemed (exclusive of 

                                      9 

 
reinvested dividend and capital gain distributions) or the total cost of such 
shares. Shares subject to the CDSC which are exchanged into another Pioneer 
fund will continue to be subject to the CDSC until the original 12-month 
period expires. However, no CDSC is payable with respect to purchases of 
Class A shares by 401(a) or 401(k) retirement plans with 1,000 or more 
eligible participants or with at least $10 million in plan assets. 

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

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

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

Telephone Exchanges. Your account is automatically authorized to have the 
telephone exchange privilege unless you indicated otherwise on your Account 
Application or by writing to PSC. Proper account identification will be 
required for each telephone exchange. Telephone exchanges may not exceed 
$500,000 per account per day. All telephone exchange requests will be 
recorded. See "Telephone Transactions and Related Liabilities" below. 

Automatic Exchanges. You may automatically exchange shares from one Pioneer 
account for shares of the same Class in another Pioneer account on a monthly 
or quarterly basis. The accounts must have identical registrations and the 
originating account must have a minimum balance of $5,000. The exchange will 
be effective on the 18th day of the month. 

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

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

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

You should consider the differences in objectives and policies of the Pioneer 
funds, as described in each fund's current prospectus, before making any 
exchange. To prevent abuse of the exchange privilege to the detriment of 
other Fund shareholders, the Fund and PFD reserve the right to limit the 
number and/or frequency of exchanges and/or to charge a fee for exchanges. 
The exchange privilege may be changed or discontinued and may be subject to 
additional limitations, including certain restriction on purchases by market 
timer accounts. 

X. DISTRIBUTION PLANS 
The Trust, on behalf of the Fund, has adopted a Plan of Distribution for both 
Class A shares ("Class A Plan") and Class B shares ("Class B Plan") in 
accordance with Rule 12b-1 under the 1940 Act pursuant to which certain 
distribution and service fees are paid. 

Pursuant to the Class A Plan, the Fund reimburses PFD for its actual 
expenditures to finance any activity primarily intended to result in the sale 
of Class A shares or to provide services to holders of Class A shares, 
provided the categories of expenses for which reimbursement is made are 
approved by the Fund's Board of Trustees. As of the date of this Prospectus, 
the Board of Trustees has approved the following categories of expenses for 
Class A shares of the Fund: (i) a service fee to be paid to qualified 
broker-dealers in an amount not to exceed 0.25% per annum of the Fund's daily 
net assets attributable to Class A shares; (ii) reimbursement to PFD for its 
expenditures for broker-dealer commissions and employee compensation on 
certain sales of the Fund's Class A shares with no initial sales charge (See 
"How to Buy Fund Shares"); and (iii) reimbursement to PFD for expenses 
incurred in providing services to Class A shareholders and supporting 
broker-dealers and other organizations (such as banks and trust companies) in 
their efforts to provide such services. Banks are currently prohibited under 
the Glass-Steagall Act from providing certain underwriting or distribution 
services. If a bank was prohibited from acting in any capacity or providing 
any of the described services, management would consider what action, if any, 
would be appropriate. 

Expenditures of the Fund pursuant to the Class A Plan are accrued daily and 
may not exceed 0.25% of the Fund's 

                                      10 

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

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

Commissions of 4%, equal to 3.75% of the amount invested and a first year's 
service fee equal to 0.25% of the amount invested in Class B shares, are paid 
to broker-dealers who have selling agreements with PFD. PFD may advance to 
dealers the first year service fee at a rate up to 0.25% of the purchase 
price of such shares and, as compensation therefore, PFD may retain the 
service fee paid by the Fund with respect to such shares for the first year 
after purchase. Dealers will become eligible for additional service fees with 
respect to such shares commencing in the 13th month following the purchase. 
Dealers may from time to time be required to meet certain criteria in order 
to receive service fees. PFD or its affiliates are entitled to retain all 
service fees payable under the Class B Plan for which there is no dealer of 
record or for which qualification standards have not been met as partial 
consideration for personal services and/or account maintenance services 
performed by PFD or its affiliates for shareholder accounts. 

XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 
The Fund has elected to be treated, has qualified, and intends to qualify 
each year as a "regulated investment company" under Subchapter M of the Code, 
so that it will not pay federal income taxes on income and capital gains 
distributed to shareholders at least annually. 


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



The Fund's policy is to pay to shareholders dividends from net investment 
income, if any, and to distribute net realized capital gains, if any, in 
December. Distributions from short-term capital gains, if any, may be paid 
with such dividends; distributions of dividends and capital gains may also be 
made at such times as may be necessary to avoid federal income or excise tax. 
Dividends from the Fund's net investment income, net short-term capital 
gains, and certain net foreign exchange gains are taxable as ordinary income, 
and dividends from the Fund's net long-term capital gains are taxable as 
long-term capital gains. 


Unless shareholders specify otherwise, all distributions will be 
automatically reinvested in additional full and fractional shares of the 
Fund. For federal income tax purposes, all dividends are taxable as described 
above whether a shareholder takes them in cash or reinvests them in 
additional shares of the Fund. Information as to the federal tax status of 
dividends and distributions will be provided annually. For further 
information on the distribution options available to shareholders, see 
"Distribution Options" and "Directed Dividends" below. 

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


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


The description above relates only to U.S. federal income tax consequences 
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or 
U.S. corporations, partnerships, trusts or estates and who are subject to 
U.S. federal income tax. Shareholders should consult their own tax advisers 
regarding state, local and other applicable tax laws. 

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


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


Shareholders whose shares are held in the name of an investment broker-dealer 
or other party will not normally have an account with the Fund and might not 
be able to utilize some of the services available to shareholders of record. 
Examples of services which might not be available are investment or 

                                      11 

 
redemption of shares by mail, automatic reinvestment of dividends and capital 
gains distributions, withdrawal plans, Letters of Intention, Rights of 
Accumulation, telephone exchanges and redemptions, and newsletters. 


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



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

Automatic Investment Plans 
You may arrange for regular automatic investments of $50 or more through 
government/military allotments, payroll deduction or through a Pioneer 
Investomatic Plan. A Pioneer Investomatic Plan provides for a monthly or 
quarterly investment by means of a pre-authorized draft drawn on a checking 
account. Pioneer Investomatic Plan investments are voluntary, and you may 
discontinue the Plan at any time without penalty upon 30 days' written notice 
to PSC. PSC acts as agent for the purchaser, the broker-dealer and PFD in 
maintaining these plans. 

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

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

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

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

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


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

Telephone Transactions and Related Liabilities 
Your account is automatically authorized to have telephone transaction 
privileges unless you indicate otherwise on your Account Application or by 
writing to PSC. You may sell or exchange your Fund shares by telephone by 
calling 1-800-225-6292 between 8:00 a.m. and 8:00 p.m. Eastern Time on 
weekdays. See "Share Price" for more information. To confirm that each 
transaction instruction received by telephone is genuine, the Fund will 
record each telephone transaction, require the caller to provide the personal 
identification number (PIN) for the account and send you a written 
confirmation of each telephone transaction. Different procedures may apply to 
accounts that are registered to non-U.S. citizens or that are held in the 
name of an institution or in the name of an investment broker-dealer or other 
third-party. If reasonable procedures, such as those described above, are not 
followed, the Fund may be liable for any loss due to unauthorized or 
fraudulent instructions. The Fund may implement other procedures from time to 
time. In all other cases, neither the Fund, PSC or PFD will be responsible 
for the authenticity of instructions received by telephone; therefore, you 
bear the risk of loss for unauthorized or fraudulent telephone transactions. 


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


Retirement Plans 
You should contact the Retirement Plans Department of PSC at 1-800-622-0176 
for information relating to retirement plans for businesses, age-weighted 
profit sharing plans, Simplified Employee Pension Plans, IRAs, and Section 
403(b) retirement plans for employees of certain non-profit organizations and 
public school systems, all of which are available in conjunction with 
investments in the Fund. The Account Application accompanying this Prospectus 
should not be used to establish any of these plans. Separate applications are 
required. 


Telecommunications Device for the Deaf (TDD) 
If you have a hearing disability and you own TDD keyboard equipment, you can 
call our TDD number toll-free at 1-800-225-1997, weekdays from 8:30 a.m. to 
5:30 p.m. Eastern Time, to contact our telephone representatives with 
questions about your account. 



                                      12 

 

Systematic Withdrawal Plans 
If your account has a total value of at least $10,000 you may establish a 
Systematic Withdrawal Plan ("SWP") providing for fixed payments at regular 
intervals. Withdrawals from Class B share accounts are limited to 10% of the 
value of the account at the time the plan is implemented. See "Waiver or 
Reduction of Contingent Deferred Sales Charge" for more information. Periodic 
checks of $50 or more will be sent to you, or any person designated by you, 
monthly or quarterly, and your periodic redemptions of shares may be taxable 
to you. Payments can be made either by check or electronic transfer to a bank 
account designated by you. If you direct that withdrawal checks be paid to 
another person after you have opened your account, a signature guarantee must 
accompany your instructions. Purchases of Class A shares of the Fund at a 
time when you have a SWP in effect may result in the payment of unnecessary 
sales charges and may therefore be disadvantageous. 


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


Reinstatement Privilege (Class A Shares Only) 
If you redeem all or part of your Class A shares of the Fund, you may 
reinvest all or part of the redemption proceeds without a sales charge in 
Class A shares of the Fund if you send a written request to PSC not more than 
90 days after your shares were redeemed. Your redemption proceeds will be 
reinvested at the next determined net asset value of the Class A shares of 
the Fund in effect immediately after receipt of the written request for 
reinstatement. You may realize a gain or loss for federal income tax purposes 
as a result of the redemption, and special tax rules may apply if a 
reinvestment occurs. Subject to the provisions outlined under "How to 
Exchange Fund Shares" above, you may also reinvest in Class A shares of other 
Pioneer mutual funds; in this case you must meet the minimum investment 
requirements for each fund you enter. 


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


The options and services available to shareholders, including the terms of 
the Exchange Privilege and the Pioneer Investomatic Plan, may be revised, 
suspended or terminated at any time by PFD or by the Fund. You may establish 
the services described in this section when you open your account. You may 
also establish or revise many of them on an existing account by completing an 
Account Options Form, which you may request by calling 1-800-225-6292. 


XIII. THE TRUST 
The Fund is a diversified series of the Trust, an open-end management 
investment company (commonly referred to as a mutual fund) organized as a 
Massachusetts business trust on April 7, 1990. The Trust has authorized an 
unlimited number of shares of beneficial interest. As an open-end management 
investment company, the Trust continuously offers its shares to the public 
and under normal conditions must redeem its shares upon the demand of any 
shareholder at the then current net asset value per share. See "How to Sell 
Fund Shares." The Trust is not required, and does not intend, to hold annual 
shareholder meetings although special meetings may be called for the purpose 
of electing or removing Trustees, changing fundamental investment 
restrictions or approving a management contract. 


The shares of the Trust are divided into three series: Pioneer Equity-Income 
Fund, Pioneer Gold Shares and the Fund (collectively, the "Funds"). The Trust 
reserves the right to create and issue additional series of shares in 
addition to the three Funds currently available. The Trustees have the 
authority, without further shareholder approval, to classify and reclassify 
the shares of the Fund, or any additional series of the Trust, into one or 
more classes. As of the date of this Prospectus, the Trustees have authorized 
the issuance of two classes of shares, designated Class A and Class B. The 
shares of each class represent an interest in the same portfolio of 
investments of the Fund. Each class has equal rights as to voting, 
redemption, dividends and liquidation, except that each class bears different 
distribution and transfer agent fees and may bear other expenses properly 
attributable to the particular class. Class A and Class B shareholders have 
exclusive voting rights with respect to the Rule 12b-1 distribution plans 
adopted by holders of those shares in connection with the distribution of 
shares. 


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


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


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

Other investments or savings vehicles and/or unmanaged market indexes, 
indicators of economic activity or averages of mutual funds results may be 
cited or compared with the invest- 

                                      13 

 
ment results of the Fund. Rankings or listings by magazines, newspapers or 
independent statistical or rating services, such as Lipper Analytical 
Services, Inc., may also be referenced. 

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

APPENDIX 
This Appendix provides a brief description of certain investment techniques 
that the Fund may employ. For a more complete discussion of these and other 
practices, see "Investment Objective and Policies" in this Prospectus and 
"Investment Policies and Restrictions" in the Statement of Additional 
Information. 

Options on Securities Indices 
The Fund may purchase put and call options on indices that are based on 
securities in which it may invest to manage cash flow and to manage its 
exposure to foreign and domestic stocks or stock markets instead of, or in 
addition to, buying and selling stock. The Fund may also purchase options in 
order to hedge against risks of market-wide price fluctuations. 

The Fund may purchase put options in order to hedge against an anticipated 
decline in securities prices that might adversely affect the value of the 
Fund's portfolio securities. If the Fund purchases a put option on a 
securities index, the amount of the payment it would receive upon exercising 
the option would depend on the extent of any decline in the level of the 
securities index below the exercise price. Such payments would tend to offset 
a decline in the value of the Fund's portfolio securities. However, if the 
level of the securities index increases and remains above the exercise price 
while the put option is outstanding, the Fund will not be able to profitably 
exercise the option and will lose the amount of the premium and any 
transaction costs. Such loss may be partially offset by an increase in the 
value of the Fund's portfolio securities. 

The Fund may purchase call options on securities indices in order to remain 
fully invested in a particular stock market or to lock in a favorable price 
on securities that it intends to buy in the future. If the Fund purchases a 
call option on a securities index, the amount of the payment it receives upon 
exercising the option depends on the extent of an increase in the level of 
the securities index above the exercise price. Such payments would in effect 
allow the Fund to benefit from securities market appreciation even though it 
may not have had sufficient cash to purchase the underlying securities. Such 
payments may also offset increases in the price of securities that the Fund 
intends to purchase. If, however, the level of the securities index declines 
and remains below the exercise price while the call option is outstanding, 
the Fund will not be able to exercise the option profitably and will lose the 
amount of the premium and transaction costs. Such loss may be partially 
offset by a reduction in the price the Fund pays to buy additional securities 
for its portfolio. 

The Fund may sell an option it has purchased or a similar option prior to the 
expiration of the purchased option in order to close out its position in an 
option which it has purchased. The Fund may also allow options to expire 
unexercised, which would result in the loss of the premium paid. 

Forward Foreign Currency Exchange Contracts and Options on Foreign Currencies 
The Fund has the ability to hold a portion of its assets in foreign 
currencies and to enter into forward foreign currency contracts to facilitate 
settlement of foreign securities transactions or to protect against changes 
in foreign currency exchange rates. The Fund might sell a foreign currency on 
either a spot or forward basis to hedge against an anticipated decline in the 
dollar value of securities in its portfolio or securities it intends or has 
contracted to sell or to preserve the U.S dollar value of dividends, interest 
or other amounts it expects to receive. Although this strategy could minimize 
the risk of loss due to a decline in the value of the hedged foreign 
currency, it could also limit any potential gain which might result from an 
increase in the value of the currency. Alternatively, the Fund might purchase 
a foreign currency or enter into a forward purchase contract for the currency 
to preserve the U.S. dollar price of securities it is authorized to purchase 
or has contracted to purchase. 

If the Fund enters into a forward contract to buy foreign currency, the Fund 
will be required to place cash or high grade liquid securities in a 
segregated account of the Fund maintained by the Fund's custodian in an 
amount equal to the value of the Fund's total assets committed to the 
consummation of the forward contract. 

The Fund may purchase put and call options on foreign currencies for the 
purpose of protecting against declines in the dollar value of foreign 
portfolio securities and against increases in the U.S. dollar cost of foreign 
securities to be acquired. The purchase of an option on a foreign currency 
may constitute an effective hedge against exchange rate fluctuations. 

Futures Contracts and Options on Futures Contracts 
To hedge against changes in securities prices, currency exchange rates or 
interest rates, the Fund may purchase and sell various kinds of futures 
contracts, and purchase and write call and put options on any of such futures 
contracts. The Fund may also enter into closing purchase and sale 
transactions with respect to any of such contracts and options. The futures 
contracts may be based on various stock and other securities indices, foreign 
currencies and other financial instruments and indices. The Fund will engage 
in futures and related options transactions for bona fide hedging purposes 
only. These transactions involve brokerage costs, require margin deposits 
and, in the case of contracts and options obligating the Fund to purchase 
currencies, require the Fund to segregate assets to cover such contracts and 
options. 

Limitations and Risks Associated with Transactions in Options, Futures 
Contracts and Forward Foreign Currency Exchange Contracts 
Transactions involving options on securities and securities indices, futures 
contracts and options on futures and forward 

                                      14 

 
foreign currency exchange contracts involve (1) liquidity risk that 
contractual positions cannot be easily closed out in the event of market 
changes or generally in the absence of a liquid secondary market, (2) 
correlation risk that changes in the value of hedging positions may not match 
the securities market and foreign currency fluctuations intended to be hedged 
and (3) market risk that an incorrect prediction of securities prices or 
exchange rates by the Fund's investment adviser may cause the Fund to perform 
less favorably than if such positions had not been entered. The Fund will 
purchase and sell options that are traded only in a regulated market which is 
open to the public. The use of options, futures contracts and forward foreign 
currency exchange contracts are highly specialized activities which involve 
investment techniques and risks that are different from those associated with 
ordinary portfolio transactions. The Fund may not enter into futures 
contracts and options on futures contracts for speculative purposes. The 
percent of the Fund's assets that may be subject to futures contracts and 
options on such contracts entered into for bona fide hedging purposes or in 
forward foreign currency exchange contracts is 100%. The loss that may be 
incurred by the Fund in entering into future contracts and written options 
thereon and forward foreign currency exchange contracts is potentially 
unlimited. The Fund may not invest more than 5% of its total assets in 
financial instruments that are used for non-hedging purposes and which have a 
leverage effect. 


The Fund's transactions in options, forward foreign currency exchange 
contracts, futures contracts and options on futures contracts may be limited 
by the requirements for qualification of the Fund as a regulated investment 
company for tax purposes. See "Tax Status" in the Statement of Additional 
Information. 



                                      15

 
Pioneer Capital 
Growth Fund 
60 State Street 
Boston, Massachusetts 02109
 
OFFICERS 
JOHN F. COGAN, JR., Chairman and President 
DAVID D. TRIPPLE, Executive Vice President 
WARREN J. ISABELLE, Vice President 
WILLIAM H. KEOUGH, Treasurer 
JOSEPH P. BARRI, Secretary 

INVESTMENT ADVISER 
PIONEERING MANAGEMENT CORPORATION 

CUSTODIAN 
BROWN BROTHERS HARRIMAN & CO. 

INDEPENDENT PUBLIC ACCOUNTANTS 
ARTHUR ANDERSEN LLP 

LEGAL COUNSEL 
HALE AND DORR 

PRINCIPAL UNDERWRITER 
PIONEER FUNDS DISTRIBUTOR, INC. 

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

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

Existing and new accounts, prospectuses, 
 applications, service forms 
 and telephone transactions..................................... 1-800-225-6292 
Automated fund yields, prices 
  and account information ...................................... 1-800-225-4321 

Retirement plans ............................................... 1-800-622-0176 
Toll-free fax .................................................. 1-800-225-4240 
Telecommunications Device for the Deaf (TDD) ................... 1-800-225-1997 


0295-2310 
(C)Pioneer Funds Distributor, Inc. 

                                      16 

 


Pioneer                                                         [Pioneer logo] 
Equity-Income 
Fund 

Class A and Class B Shares 
Prospectus 
February 24, 1995 

Pioneer Equity-Income Fund (the "Fund") seeks current income and long-term 
growth of capital from a portfolio primarily composed of income-producing 
equity securities of United States ("U.S.") corporations. The Fund seeks to 
produce a current dividend yield which exceeds the published composite yield 
of the securities comprising the Standard & Poor's Index of 500 common 
stocks. There is no assurance that the Fund will achieve its investment 
objective. The Fund is one of three series of Pioneer Growth Trust (the 
"Trust"). 

Fund returns and share prices fluctuate and the value of your account, upon 
redemption, may be more or less than the value of your original investment. 
Shares in the Fund are not deposits or obligations of, or guaranteed or 
endorsed by, any bank or other depository institution, and the shares are not 
federally insured by the Federal Deposit Insurance Corporation, the Federal 
Reserve Board or any other government agency. 

This Prospectus (Part A of the Registration Statement) provides information 
about the Fund that you should know before investing. Please read and retain 
it for your future reference. More information about the Fund is included in 
Part B, the Statement of Additional Information, also dated February 24, 
1995, which is incorporated into this Prospectus by reference. A copy of the 
Statement of Additional Information may be obtained free of charge by calling 
Shareholder Services at 1-800-225-6292 or by written request to the Trust at 
60 State Street, Boston, Massachusetts 02109. Additional information about 
the Trust has been filed with the Securities and Exchange Commission (the 
"SEC") and is available upon request and without charge. 


       TABLE OF CONTENTS                                    PAGE 

I.       EXPENSE INFORMATION                                   2 
II.      FINANCIAL HIGHLIGHTS                                  3 
III.     INVESTMENT OBJECTIVE AND POLICIES                     4 
IV.      MANAGEMENT OF THE FUND                                4 
V        FUND SHARE ALTERNATIVES                               5 
VI.      SHARE PRICE                                           6 
VII.     HOW TO BUY FUND SHARES                                6 
          Class A Shares                                       6 
          Class B Shares                                       7 
VIII.    HOW TO SELL FUND SHARES                               8 
IX.      HOW TO EXCHANGE FUND SHARES                           9 
X.       DISTRIBUTION PLANS                                   10 
XI.      DIVIDENDS, DISTRIBUTIONS AND TAXATION                10 
XII.     SHAREHOLDER SERVICES                                 11 
          Account and Confirmation Statements                 11 
          Additional Investments                              11 
          Automatic Investment Plans                          11 
          Financial Reports and Tax Information               11 
          Distribution Options                                11 
          Directed Dividends                                  12 
          Direct Deposit                                      12 
          Voluntary Tax Withholding                           12 
          Telephone Transactions and Related 
         Liabilities                                          12 
          Retirement Plans                                    12 
          Telecommunications Device for the Deaf 
         (TDD)                                                12 
          Systematic Withdrawal Plans                         12 
          Reinstatement Privilege (Class A Shares 
         Only)                                                12 
XIII.    THE TRUST                                            13 
XIV.     INVESTMENT RESULTS                                   13 


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


 
I. EXPENSE INFORMATION 

This table is designed to help you understand the charges and expenses that 
you, as a shareholder, will bear directly or indirectly when you invest in 
the Fund. The table reflects estimated annual operating expenses based on 
actual expenses for the fiscal year ended October 31, 1994. 

                                                       Class A         Class B 

Shareholder Transaction Expenses: 
 Maximum Initial Sales Charge on Purchases 
   (as a percentage of offering price)                 5.75%(1)        None 
 Maximum Sales Charge on Reinvestment of 
   Dividends                                           None            None 
 Maximum Deferred Sales Charge(1)                      None(1)         4.00% 
 Redemption Fee(2)                                     None            None 
 Exchange Fee                                          None            None 
Annual Operating Expenses (As a Percentage of 
  Net Assets):(3) 
 Management Fees                                       0.65%          0.65% 
 12b-1 Fees                                            0.23%          1.00% 
 Other Expenses (including accounting and 
   transfer agent fees, custodian fees and 
   printing expenses)                                  0.36%          0.27% 
Total Operating Expenses:                              1.24%          1.92% 


(1) Purchases of $1,000,000 or more and purchases by participants in certain 
group plans are not subject to an initial sales charge but may be subject to 
a contingent deferred sales charge as further described under "How to Sell 
Fund Shares." 
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and 
international wire transfers of redemption proceeds. 
(3)  For Class B shares, percentages are based on estimated expenses that 
would have been incurred during the previous fiscal year had Class B shares 
been outstanding for the entire period. 

Example: 

You would pay the following dollar amounts on a $1,000 investment in the 
Fund, assuming a 5% annual return and redemption at the end of each of the 
time periods: 

                                  1 Year     3 Years      5 Years     10 Years 

Class A Shares                     $69         $95         $122        $199 
Class B Shares 
 --Assuming complete 
   redemption at end of period     $60         $90         $124        $207* 
 --Assuming no redemption          $20         $60         $104        $207* 
 

* Class B shares convert to Class A shares eight years after purchase; 
therefore, Class A expenses are used after year eight. 

The example above assumes the reinvestment of all dividends and distributions 
and that the percentage amounts listed under "Annual Operating Expenses" 
remain the same each year. 

The example is designed for information purposes only, and should not be 
considered a representation of future expenses or return. Actual Fund 
expenses and return will vary from year to year and may be higher or lower 
than those shown. 

For further information regarding management fees, 12b-1 fees and other 
expenses of the Fund, including information regarding the basis upon which 
management fees and 12b-1 fees are paid, see "Management of the Fund," 
"Distribution Plans" and "How To Buy Fund Shares" in this Prospectus and 
"Management of the Funds" and "Underwriting Agreement and Distribution Plans" 
in the Statement of Additional Information. The Fund's imposition of a Rule 
12b-1 fee may result in long-term shareholders indirectly paying more than 
the economic equivalent of the maximum sales charge permitted under the Rules 
of Fair Practice of the National Association of Securities Dealers, Inc. 
("NASD"). 

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


II. FINANCIAL HIGHLIGHTS 

The following information has been derived from financial statements of the 
Fund which have been audited by Arthur Andersen LLP, independent public 
accountants, in connection with their examination of the Fund's financial 
statements. Arthur Andersen LLP's report on the Fund's financial statements 
as of October 31, 1994 appears in the Fund's Annual Report which is 
incorporated by reference into the Statement of Additional Information. The 
information listed below should be read in conjunction with the financial 
statements contained in the Annual Report. The Annual Report includes more 
information about the Fund's performance and is 
available free of charge by calling Shareholder Services at 1-800-225-6292. 

PIONEER EQUITY-INCOME FUND 
Financial Highlights for Each Class A Share Outstanding Throughout Each 
Period: 


                                                                                                                   
7/25/90 
                                                                                                             
(Commencement 
                                                                                            Year Ended      of 
Operations) 
                                           October 31,     October 31,     October 31,     October 31,                  
to 
                                                  1994            1993            1992            1991            
10/31/90 
                                                                                               
Net asset value, beginning of period        $16.9200        $14.5600        $13.2500        $10.3500          $12.5000 
Income from investment operations: 
 Investment income--net                     $ 0.5500        $ 0.4986        $ 0.5196        $ 0.6146          $ 0.2239 
 Net realized and unrealized gain 
  (loss) on investments                      (0.5400)         2.4614          1.5704          2.9354           (2.2439) 
  Total income (loss) from investment 
  operations                                $ 0.0100        $ 2.9600        $ 2.0900        $ 3.5500          $(2.0200) 
Distribution to shareholders from: 
 Net investment income                       (0.5400)        (0.5000)        (0.5600)        (0.6500)          (0.1300) 
 Net realized capital gains                  (0.2300)        (0.1000)        (0.2200)             --                -- 
Net increase (decrease) in net asset 
  value                                     $(0.7600)       $ 2.3600        $ 1.3100        $ 2.9000          $(2.1500) 
Net asset value, end of period              $16.1600        $16.9200        $14.5600        $13.2500          $10.3500 
Total return*                                   0.09%          20.71%          16.53%          35.10%           (13.40%) 
Ratio of net operating expenses to 
  average net assets                            1.24%           1.33%           1.73%           1.75%             1.75%** 
Ratio of net investment income to 
  average net assets                            3.43%           3.20%           4.01%           5.54%             8.44%** 
Portfolio turnover rate                        26.67%          13.57%          18.13%          54.37%             3.83%** 
Net assets, end of period (in 
  thousands)                                $175,943        $143,025        $ 39,269        $ 10,616          $  3,212 
Ratios assuming no waiver of 
  management fees or assumption of 
  expenses by PMC for the periods 
  impacted are: 
  Net operating expenses                       --              --               1.77%           2.92%             6.62%** 
  Net investment income                        --              --               3.97%           4.37%             3.57%** 


Financial Highlights for Each Class B Share Outstanding Throughout the 
Period: 

                                            April 4, 1994 to 
                                            October 31, 1994*** 

Net asset value, beginning of period            $15.4600 
Income from investment operations: 
 Net investment income                          $ 0.2100 
 Net realized and unrealized gain on 
  investments                                     0.7100 
  Total income from investment 
  operations                                    $ 0.9200 
Distribution to shareholders: 
 From net investment income                      (0.2100) 
 In excess of net investment income              (0.0300) 
Net increase in net asset value                 $ 0.6800 
Net asset value, end of period                  $16.1400 
Total return*                                       5.93% 
Ratio of net operating expenses to 
  average net assets**                              1.92% 
Ratio of net investment income to 
  average net assets**                              2.35% 
Portfolio turnover rate                            26.67% 
Net assets, end of period (in 
  thousands)                                    $ 12,663 

  * Assumes initial investment at net asset value at the beginning of each 
period, reinvestment of all distributions, the complete redemption of the 
investment at net asset value at the end of each period and no sales charges. 
Total return would be reduced if sales charges were taken into account. 
 ** Annualized. 
*** Class B shares were first offered on April 4, 1994. 


 
III. INVESTMENT OBJECTIVE AND POLICIES 

The Fund is managed in accordance with the "Investing for Value" investment 
philosophy of Pioneering Management Corporation ("PMC"), the Fund's 
investment adviser. This approach consists of developing a diversified 
portfolio of securities consistent with the Fund's investment objective and 
selected primarily on the basis of PMC's judgment that the securities have an 
underlying value, or potential value, which exceeds their current prices. The 
analysis and quantification of the economic worth, or basic value, of 
individual companies reflects PMC's assessment of a company's assets and the 
company's prospects for earnings growth over the next three-to-five years. 
PMC relies primarily on the knowledge, experience and judgment of its own 
research staff, but also receives and uses information from a variety of 
outside sources, including brokerage firms, electronic data bases, 
specialized research firms and technical journals. 

The investment objective of the Fund is to seek current income and long-term 
growth of capital from a portfolio primarily composed of income-producing 
equity securities of U.S. corporations. The Fund seeks to produce a current 
dividend yield which exceeds the published composite yield of the securities 
comprising the Standard & Poor's Index of 500 common stocks (the "S&P 500 
Index"). 

Under normal circumstances, the Fund will invest at least 80% of its assets 
in income-producing equity securities (i.e., common or preferred stocks). The 
remainder of the portfolio may be invested in debt obligations, most of which 
are expected to be securities convertible into common stock. A convertible 
security is a long-term debt obligation of the issuer convertible at a stated 
exchange rate into common stock of the issuer. As with all debt securities, 
the market value of convertible securities tends to decline as interest rates 
increase and, conversely, to increase as interest rates decline. Convertible 
securities rank senior to common stocks in an issuer's capital structure and 
are consequently of higher quality and entail less risk than the issuer's 
common stock. No more than 5% of the Fund's assets may be invested in debt 
securities, including convertible securities, rated below "BBB" by Standard & 
Poor's Ratings Group. Debt securities rated less than "BBB" are high yield, 
high risk securities, have speculative characteristics and changes in 
economic conditions or other circumstances are more likely to lead to a 
weakened capacity to make principal and interest payments. If the rating of a 
debt security is reduced below investment grade ("BBB" or higher), management 
will consider whatever action is appropriate, consistent with the Fund's 
investment objective and policies. See the Statement of Additional 
Information for a discussion of rating categories. 

The Fund's fundamental investment objective and the fundamental investment 
restrictions set forth in the Statement of Additional Information may not be 
changed without shareholder approval. Certain other investment policies and 
strategies and restrictions on investment are noted throughout the Prospectus 
and are set forth in the Statement of Additional Information. These 
investment policies and strategies and restrictions may be changed at any 
time by a vote of the Board of Trustees. 

Management avoids market-timing or speculating on broad market fluctuations. 
Therefore, the Fund is substantially fully invested at all times. It is the 
policy of the Fund not to engage in trading for short-term profits and the 
Fund does not expect that its portfolio turnover rate will exceed 100% in the 
coming year. Nevertheless, changes in the portfolio will be made promptly 
when determined to be advisable by reason of developments not foreseen at the 
time of the initial investment decision, and usually without reference to the 
length of time a security has been held. Accordingly, portfolio turnover rate 
will not be considered a limiting factor in the execution of investment 
decisions. Short-term, temporary investments will not normally represent more 
than 10% of the Fund's assets. A short-term investment is considered to be an 
investment with a maturity of one year or less from the date of issuance. 

The Fund may enter into repurchase agreements, not to exceed seven days, with 
broker-dealers and any member bank of the Federal Reserve System. The Board 
of Trustees will review and monitor the creditworthiness of any institution 
which enters into a repurchase agreement with the Fund. Such repurchase 
agreements will be fully collateralized with U.S. Treasury and/or agency 
obligations with a market value of not less than 100% of the obligations, 
valued daily. Collateral will be held by the Fund's custodian in a 
segregated, safekeeping account for the benefit of the Fund. In the event 
that a repurchase agreement is not fulfilled, the Fund could suffer a loss to 
the extent that the value of the collateral falls below the repurchase price. 

The Fund may lend portfolio securities to member firms of the New York Stock 
Exchange (the "Exchange"). As with other extensions of credit, there are 
risks of delay in recovery or even loss of rights in the collateral should 
the borrower of the securities fail financially. The Fund will lend portfolio 
securities only to firms which have been approved in advance by the Board of 
Trustees, which will monitor the creditworthiness of any such firms. At no 
time would the value of the securities loaned exceed 30% of the value of the 
Fund's total assets. These investment strategies are also described in the 
Statement of Additional Information. 

IV. MANAGEMENT OF THE FUND 

The Board of Trustees of the Trust has overall responsibility for management 
and supervision of the Fund. There are currently eight Trustees, six of whom 
are not "interested persons" of the Trust as defined in the Investment 
Company Act of 1940, as amended (the "1940 Act"). The Board meets at least 
quarterly. By virtue of the functions performed by PMC as investment adviser, 
the Fund requires no employees other than its executive officers, all of whom 
receive their compensation from PMC or other sources. The Statement of 
Additional Information contains the names and general business and 
professional background of each Trustee and executive officer of the Trust. 

Investment advisory services are provided to the Fund by PMC pursuant to a 
management contract between PMC and the Trust, on behalf of the Fund. PMC 
serves as investment adviser to the Fund and is responsible for the overall 
manage- 


 
ment of the Fund's business affairs, subject only to the authority of the 
Board of Trustees. PMC is a wholly-owned subsidiary of The Pioneer Group, 
Inc. ("PGI"), a publicly-traded Delaware corporation. Pioneer Funds 
Distributor, Inc. ("PFD"), a wholly-owned subsidiary of PGI, is the principal 
underwriter of the Fund. 

Each domestic equity portfolio managed by PMC, including this Fund, is 
overseen by an Equity Committee, which consists of PMC's most senior equity 
professionals, and a Portfolio Management Committee, which consists of PMC's 
domestic equity portfolio managers. Both committees are chaired by Mr. David 
Tripple, PMC's President and Chief Investment Officer and Executive Vice 
President of each of the Funds. Mr. Tripple joined PMC in 1974 and has had 
general responsibility for PMC's investment operations and specific portfolio 
assignments for more than the last five years. 

Day-to-day management of the Fund's investments is the responsibility of John 
A. Carey, Vice President of the Fund and of PMC. Mr. Carey joined PMC in 
1979. 

In addition to the Fund, PMC also manages and serves as the investment 
adviser for other mutual funds and is an investment adviser to certain other 
institutional accounts. PMC's and PFD's executive offices are located at 60 
State Street, Boston, Massachusetts 02109. 

Under the terms of its contract with the Trust, PMC assists in the management 
of the Fund and is authorized in its discretion to buy and sell securities 
for the account of the Fund. PMC pays all the expenses, including executive 
salaries and the rental of certain office space, related to its services for 
the Fund, with the exception of the following which are to be paid by the 
Fund: (a) charges and expenses for fund accounting, pricing and appraisal 
services and related overhead, including, to the extent such services are 
performed by personnel of PMC or its affiliates, office space and facilities 
and personnel compensation, training and benefits; (b) the charges and 
expenses of auditors; (c) the charges and expenses of any custodian, transfer 
agent, plan agent, dividend disbursing agent and registrar appointed by the 
Trust with respect to the Fund; (d) issue and transfer taxes, chargeable to 
the Fund in connection with securities transactions to which the Fund is a 
party; (e) insurance premiums, interest charges, dues and fees for membership 
in trade associations, and all taxes and corporate fees payable by the Fund 
to federal, state or other governmental agencies; (f) fees and expenses 
involved in registering and maintaining registrations of the Fund and/or its 
shares with the SEC, individual states or blue sky securities agencies, 
territories and foreign countries, including the preparation of Prospectuses 
and Statements of Additional Information for filing with the SEC; (g) all 
expenses of shareholders' and Trustees' meetings and of preparing, printing 
and distributing prospectuses, notices, proxy statements and all reports to 
shareholders and to governmental agencies; (h) charges and expenses of legal 
counsel to the Fund and the Trustees; (i) distribution fees paid by the Fund 
in accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940 
Act; (j) compensation of those Trustees of the Trust who are not affiliated 
with or interested persons of PMC, the Trust (other than as Trustees), PGI or 
PFD; (k) the cost of preparing and printing share certificates; and (l) 
interest on borrowed money, if any. 

In addition to the expenses described above, the Fund shall pay all brokers' 
and underwriting commissions chargeable to the Fund in connection with 
securities transactions to which the Fund is a party. 

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

As compensation for its management services and certain expenses which PMC 
incurs, PMC is entitled to a management fee equal to 0.65% per annum of the 
Fund's average daily net assets up to $300 million, 0.60% of the next $200 
million, 0.50% of the next $500 million and 0.45% of the excess over $1 
billion. The fee is normally computed daily and paid monthly. 

During the fiscal year ended October 31, 1994, the Fund incurred expenses of 
$2,054,076 including management fees paid or payable to PMC of $1,060,828. 

John F. Cogan, Jr., Chairman and President of the Trust, Chairman of PFD, 
President and a Director of PGI and Chairman and a Director of PMC, owned 
approximately 15% of the outstanding capital stock of PGI as of the date of 
this Prospectus. 

V. FUND SHARE ALTERNATIVES 

The Fund continuously offers two Classes of shares designated as Class A and 
Class B shares, as described more fully in "How to Buy Fund Shares." If you 
do not specify in your instructions to the Fund which Class of shares you 
wish to purchase, exchange or redeem, the Fund will assume that your 
instructions apply to Class A shares. 

Class A Shares. If you invest less than $1 million in Class A shares, you 
will pay an initial sales charge. Certain purchases may qualify for reduced 
initial sales charges. If you invest $1 million or more in Class A shares, no 
sales charge will be imposed at the time of purchase, however, shares 
redeemed within 12 months of purchase may be subject to a contingent deferred 
sales charge ("CDSC"). Class A shares are subject to distribution and service 
fees at a combined annual rate of up to 0.25% of the Fund's average daily net 
assets attributable to Class A shares. 

Class B Shares. If you plan to invest up to $250,000, Class B shares are 
available to you. Class B shares are sold without an initial sales charge, 
but are subject to a CDSC of up to 4% if redeemed within six years. Class B 
shares are subject to distribution and service fees at a combined annual rate 
of 1.00% of the Fund's average daily net assets attributable to Class B 
shares. Your entire investment in Class B shares is available to work for you 
from the time you make 


 
your investment, but the higher distribution fee paid by Class B shares will 
cause your Class B shares (until conversion) to have a higher expense ratio 
and to pay lower dividends, to the extent dividends are paid, than Class A 
shares. Class B shares will automatically convert to Class A shares, based on 
relative net asset value, eight years after the initial purchase. 

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

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

VI. SHARE PRICE 

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

Securities are valued at the last sale price on the principal exchange or 
market where they are traded. Securities which have not traded on the date of 
valuation or securities for which sales prices are not generally reported are 
valued at the mean between the current bid and asked prices. All assets of 
the Fund for which there is no other readily available valuation method are 
valued at their fair value as determined in good faith by the Trustees. 

VII. HOW TO BUY FUND SHARES 

You may buy Fund shares at the public offering price from any securities 
broker-dealer which has a sales agreement with PFD. If you do not have a 
securities broker-dealer, please call 1-800-225-6292 for assistance. 

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

Class A Shares 

You may buy Class A shares at the public offering price, that is, at the net 
asset value per share next computed after receipt of a purchase order, plus a 
sales charge as follows: 
                                                                      Dealer 
                                     Sales Charge as a % of        Allowance 
                                                        Net        as a % of 
                                     Offering        Amount         Offering 
              Amount of Purchase        Price      Invested            Price 

Less than $50,000                      5.75%        6.10%            5.00% 
$50,000 but less than $100,000         4.50         4.71             4.00 
$100,000 but less than $250,000        3.50         3.63             3.00 
$250,000 but less than $500,000        2.50         2.56             2.00 
$500,000 but less than 
  $1,000,000                           2.00         2.04             1.75 
$1,000,000 or more                      -0-          -0-           see below 


No sales charge is payable at the time of purchase on investments of 
$1,000,000 or more or for participants in certain group plans (described 
below) subject to a CDSC of 1% which may be imposed in the event of a 
redemption of Class A shares within 12 months of purchase. See "How to Sell 
Fund Shares." PFD may, in its discretion, pay a commission to broker-dealers 
who initiate and are responsible for such purchases as follows: 1% on the 
first $1 million invested; 0.50% on the next $4 million; and 0.10% on the 
excess over $5 million. These commissions will not be paid if the purchaser 
is affiliated with the broker-dealer or if the purchase represents the 
reinvestment of a redemption made during the previous 12 calendar months. 
Broker-dealers who receive a commission in connection with Class A share 
purchases at net asset value by 401(a) or 401(k) retirement plans with 1,000 
or more eligible participants or with at least $10 million in plan assets 
will be required to return any commission paid or a pro rata portion thereof 
if the retirement plan redeems its shares within 12 months of purchase. See 
also "How to Sell Fund Shares." In connection with PGI's acquisition of 
Mutual of Omaha Fund Management Company and contingent upon the achievement 
of certain sales objectives, PFD pays to Mutual of Omaha Investor Services, 
Inc. 50% of PFD's retention of any sales commission on sales of the Fund's 
Class A shares through such dealer. 

From March 1, 1995 through April 30, 1995, the dealer concession will consist 
of the entire sales charge. The time period during which this additional 
concession is paid to dealers may be extended for any period up to 1 month. 
Broker-dealers receiving 90% or more of the sales charge may be deemed to be 
underwriters under the federal securities laws. 

The schedule of sales charges above is applicable to purchases of Class A 
shares of the Fund by an (i) an individual, (ii) an individual and his or her 
spouse and children under the age of 21 and (iii) a trustee or other 
fiduciary of a trust estate or fiduciary account or related trusts or 
accounts including pension, profit-sharing and other employee benefit trusts 
qualified under Section 401 or 408 of the Internal Revenue Code of 1986, as 
amended (the "Code"), although more than 

 
one beneficiary is involved. The sales charges applicable to a current 
purchase of Class A shares of the Fund by a person listed above is determined 
by adding the value of shares to be purchased to the aggregate value (at the 
then current offering price) of shares of any of the other Pioneer mutual 
funds previously purchased and then owned, provided PFD is notified by such 
person or his or her broker-dealer each time a purchase is made which would 
qualify. Pioneer mutual funds include all mutual funds for which PFD serves 
as principal underwriter. See the "Letter of Intention" section of the 
Account Application. 

Qualifying for a Reduced Sales Charge. Class A shares of the Fund may be sold 
at a reduced or eliminated sales charge to certain group plans ("Group 
Plans") under which a sponsoring organization makes recommendations to, 
permits group solicitation of, or otherwise facilitates purchases by, its 
employees, members or participants. Information about such arrangements is 
available from PFD. 

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

Reduced sales charges for Class A shares are available through an agreement 
to purchase a specified quantity of Fund shares over a designated 13-month 
period by completing the "Letter of Intention" section of the Account 
Application. Information about the Letter of Intention procedure, including 
its terms, is contained in the Statement of Additional Information. Investors 
who are clients of a broker-dealer with a current sales agreement with PFD 
may purchase shares of the Fund at net asset value, without a sales charge, 
to the extent that the purchase price is paid out of proceeds from one or 
more redemptions by the investor of shares of certain other mutual funds. In 
order for a purchase to qualify for this privilege, the investor must 
document to the broker-dealer that the redemption occurred within the 60 days 
immediately preceding the purchase of shares; that the client paid a sales 
charge on the original purchase of the shares redeemed; and that the mutual 
fund whose shares were redeemed also offers net asset value purchases to 
redeeming shareholders of any of the Pioneer funds. Further details may be 
obtained from PFD. 

Class B Shares 

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

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

Year Since                           CDSC as a Percentage of Dollar 
Purchase                                     Amount Subject to CDSC 

First                                           4.0% 
Second                                          4.0% 
Third                                           3.0% 
Fourth                                          3.0% 
Fifth                                           2.0% 
Sixth                                           1.0% 
Seventh and thereafter                          none 


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

Class B shares will automatically convert into Class A shares at the end of 
the calendar quarter that is eight years after the purchase date, except as 
noted below. Class B shares acquired by exchange from Class B shares of 
another Pioneer fund will convert into Class A shares based on the date of 
the initial purchase and the applicable CDSC. Class B shares acquired through 
reinvestment of distributions will convert into Class A shares based on the 
date of the initial purchase to which such shares relate. For this purpose, 
Class B shares acquired through reinvestment of distributions will be 
attributed to particular purchases of Class B shares in accordance with such 
procedures as the Trustees may determine from time to time. The conversion of 
Class B shares to Class A shares is subject to the continuing availability of 
a ruling from the Internal Revenue Service ("IRS"), which the Fund has 
obtained, or an opinion of counsel that such conversions will not constitute 
taxable events for federal tax purposes. There can be no assurance that 


 
such ruling will continue to be in effect at the time any particular 
conversion would normally occur. The conversion of Class B shares to Class A 
shares will not occur if such ruling is no longer available and, therefore, 
Class B shares would continue to be subject to higher expenses than Class A 
shares for an indeterminate period. 

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

The CDSC on Class B shares and on any Class A shares subject to a CDSC may be 
waived or reduced for retirement plan accounts if: (a) the redemption results 
from the death or a total and permanent disability (as defined in Section 72 
of the Code) occurring after the purchase of the shares being redeemed of a 
shareholder or participant in an employer-sponsored retirement plan; (b) the 
distribution is to a participant in an Individual Retirement Account ("IRA"), 
403(b) or employer-sponsored retirement plan, is part of a series of 
substantially equal payments made over the life expectancy of the participant 
or the joint life expectancy of the participant and his or her beneficiary or 
as scheduled periodic payments to a participant (limited in any year to 10% 
of the value of the participant's account at the time the distribution amount 
is established; a required minimum distribution due to the participant's 
attainment of age 70-1/2 may exceed the 10% limit only if the distribution 
amount is based on plan assets held by Pioneer); (c) the distribution is from 
a 401(a) or 401(k) retirement plan and is a return of excess employee 
deferrals or employee contributions or a qualifying hardship distribution as 
defined by the Code or results from a termination of employment (limited with 
respect to a termination to 10% per year of the value of the plan's assets in 
the Fund as of the later of the prior December 31 or the date the account was 
established unless the plan's assets are being rolled over to or reinvested 
in the same class of shares of a Pioneer mutual fund subject to the CDSC of 
the shares originally held); (d) the distribution is from an IRA, 403(b) or 
employer-sponsored retirement plan and is to be rolled over to or reinvested 
in the same class of shares in a Pioneer mutual fund and which will be 
subject to the applicable CDSC upon redemption; (e) the distribution is in 
the form of a loan to a participant in a plan which permits loans (each 
repayment of the loan will constitute a new sale which will be subject to the 
applicable CDSC upon redemption); or (f) the distribution is from a qualified 
defined contribution plan and represents a participant's directed transfer 
(provided that this privilege has been pre-authorized through a prior 
agreement with PFD regarding participant directed transfers). 

The CDSC on Class B shares and on any Class A shares subject to a CDSC may be 
waived or reduced for either non-retirement or retirement plan accounts if: 
(a) the redemption is made by any state, county, or city, or any 
instrumentality, department, authority, or agency thereof, which is 
prohibited by applicable laws from paying a CDSC in connection with the 
acquisition of shares of any registered investment management company; or (b) 
the redemption is made pursuant to the Fund's right to liquidate or 
involuntarily redeem shares in a shareholder's account. 

Broker-Dealers. An order for either Class of Fund shares received by PFD from 
a broker-dealer prior to the close of regular trading on the Exchange is 
confirmed at the price appropriate for that Class as determined at the close 
of regular trading on the Exchange on the day the order is received, provided 
the order is received prior to PFD's close of business (usually, 5:30 p.m. 
Eastern Time). It is the responsibility of broker-dealers to transmit orders 
so that they will be received by PFD prior to its close of business. 

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

VIII. HOW TO SELL FUND SHARES 

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

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

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

* If you are selling shares from a non-retirement account, you may use any of 
  the methods described below. 

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

In Writing. You may sell your shares by delivering a written request, signed 
by all registered owners, in good order to Pioneering Services Corporation 
("PSC"), however, you must use a written request, including a signature 
guarantee, to sell your shares if any of the following situations applies: 

* you wish to sell over $50,000 worth of shares, 

* your account registration or address has changed within the last 30 days, 


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

* the check is not being made out to the account owners, or 

* the sale proceeds are being transferred to a Pioneer account with a 
  different registration. 

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

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

By Telephone or by Fax. Your account is automatically authorized to have the 
telephone redemption privilege unless you indicated otherwise on your Account 
Application or by writing to PSC. Proper account identification will be 
required for each telephone redemption. The telephone redemption option is 
not available to retirement plan accounts. A maximum of $50,000 may be 
redeemed by telephone or fax and the proceeds may be received by check or by 
bank wire. To receive the proceeds by check: the check must be made payable 
exactly as the account is registered and the check must be sent to the 
address of record which must not have changed in the last 30 days. To receive 
the proceeds by bank wire: the wire must be send to the bank wire address of 
record which must have been properly pre-designated either on your Account 
Application or an an Account Options Form and which must not have changed in 
the last 30 days. To redeem by fax send your redemption request to 1-800-225- 
4240. You may always elect to deliver redemption instructions to PSC by mail. 
See "Telephone Transactions and Related Liabilities" below. Telephone 
redemptions will be priced as described above. 

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

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

CDSC on Class A Shares. Purchases of Class A shares of $1,000,000 or more, or 
by participants in a Group Plan which were not subject to an initial sales 
charge, may be subject to a CDSC upon redemption. A CDSC is payable to PFD on 
these investments in the event of a share redemption within 12 months 
following the share purchase, at the rate of 1% of the lesser of the value of 
the shares redeemed (exclusive of reinvested dividend and capital gain 
distributions) or the total cost of such shares. Shares subject to the CDSC 
which are exchanged into another Pioneer fund will continue to be subject to 
the CDSC until the original 12-month period expires. However, no CDSC is 
payable with respect to purchases by 401(a) or 401(k) retirement plans with 
1,000 or more eligible participants or with at least $10 million in plan 
assets. 

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

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

IX. HOW TO EXCHANGE FUND SHARES 

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

Telephone Exchanges. Your account is automatically authorized to have the 
telephone exchange privilege unless you indicated otherwise on your Account 
Application or by writing to PSC. Proper account identification will be 
required for each telephone exchange. Telephone exchanges may not exceed 
$500,000 per account per day. All telephone exchange requests will be 
recorded. See "Telephone Transactions and Related Liabilities" below. 

Automatic Exchanges. You may automatically exchange shares from one Pioneer 
account for shares of the same Class in another Pioneer account on a monthly 
or quarterly basis. The accounts must have identical registrations and the 


 
originating account must have a minimum balance of $5,000. The exchange will 
be effective on the 18th day of the month. 

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

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

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

You should consider the differences in objectives and policies of the Pioneer 
mutual funds, as described in each fund's current prospectus, before making 
any exchange. To prevent abuse of the exchange privilege to the detriment of 
other Fund shareholders, the Fund and PFD reserve the right to limit the 
number and/or frequency of exchanges and/or to charge a fee for exchanges. 
The exchange privilege may be changed or discontinued and may be subject to 
additional limitations, including certain restriction on purchases by market 
timer accounts. 

X. DISTRIBUTION PLANS 

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

Pursuant to the Class A Plan, the Fund reimburses PFD for its actual 
expenditures to finance any activity primarily intended to result in the sale 
of Class A shares or to provide services to holders of Class A shares, 
provided the categories of expenses for which reimbursement is made are 
approved by the Trust's Board of Trustees. As of the date of this Prospectus, 
the Board of Trustees has approved the following categories of expenses for 
Class A shares of the Fund: (i) a service fee to be paid to qualified 
broker-dealers in an amount not to exceed 0.25% per annum of the Fund's daily 
net assets attributable to Class A shares; (ii) reimbursement to PFD for its 
expenditures for broker-dealer commissions and employee compensation on 
certain sales of the Fund's Class A shares with no initial sales charge (See 
"How to Buy Fund Shares"); and (iii) reimbursement to PFD for expenses 
incurred in providing services to Class A shareholders and supporting 
broker-dealers and other organizations (such as banks and trust companies) in 
their efforts to provide such services. Banks are currently prohibited under 
the Glass-Steagall Act from providing certain underwriting or distribution 
services. If a bank was prohibited from acting in any capacity or providing 
any of the described services, management would consider what action, if any, 
would be appropriate. 

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

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

Commissions of 4%, equal to 3.75% of the amount invested and a first year's 
service fee equal to 0.25% of the amount invested in Class B shares, are paid 
to broker-dealers who have selling agreements with PFD. PFD may advance to 
dealers the first year service fee at a rate up to 0.25% of the purchase 
price of such shares and, as compensation therefore, PFD may retain the 
service fee paid by the Fund with respect to such shares for the first year 
after purchase. Dealers will become eligible for additional service fees with 
respect to such shares commencing in the 13th month following the purchase. 
Dealers may from time to time be required to meet certain criteria in order 
to receive service fees. PFD or its affiliates are entitled to retain all 
service fees payable under the Class B Plan for which there is no dealer of 
record or for which qualification standards have not been met as partial 
consideration for personal services and/or account maintenance services 
performed by PFD or its affiliates for shareholder accounts. 

XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 

The Fund has elected to be treated, has qualified, and intends to qualify 
each year as a "regulated investment company" under Subchapter M of the Code, 
so that it will not pay 


 
federal income taxes on income and capital gains distributed to shareholders 
at least annually. 

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

The Fund makes distributions to shareholders from its net realized long-term 
capital gains, if any, annually, usually in the month of December. Additional 
distributions may be made at such times as may be necessary to avoid federal 
income or excise tax. Income dividends, and distributions from net realized 
short-term capital gains, if any, are paid to shareholders quarterly, during 
the months of March, June, September and December. Dividends from the Fund's 
net investment income and net short-term capital gains are taxable as 
ordinary income, and dividends from the Fund's net long-term capital gains 
are taxable as long-term capital gains. 

Unless shareholders specify otherwise, all distributions will be 
automatically reinvested in additional full and fractional shares of the 
Fund. For federal income tax purposes, all dividends are taxable as described 
above whether a shareholder takes them in cash or reinvests them in 
additional shares of the Fund. Information as to the federal tax status of 
dividends and distributions will be provided annually. For further 
information on the distribution options available to shareholders, see 
"Distribution Options" and "Directed Dividends" below. 

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

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

The description above relates only to U.S. federal income tax consequences 
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or 
U.S. corporations, partnerships, trusts or estates and who are subject to 
U.S. federal income tax. Shareholders should consult their own tax advisers 
regarding state, local and other applicable tax laws. 

XII. SHAREHOLDER SERVICES 

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

Account and Confirmation Statements 

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

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

Additional Investments 

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

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

Automatic Investment Plans 

You may arrange for regular automatic investments of $50 or more through 
government/military allotments, payroll deduction or through a Pioneer 
Investomatic Plan. A Pioneer Investomatic Plan provides for a monthly or 
quarterly investment by means of a pre-authorized draft drawn on a checking 
account. Pioneer Investomatic Plan investments are voluntary, and you may 
discontinue the Plan at any time without penalty upon 30 days' written notice 
to PSC. PSC acts as agent for the purchaser, the broker-dealer and PFD in 
maintaining these plans. 

Financial Reports and Tax Information 

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

Distribution Options 

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


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

Directed Dividends 

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

Direct Deposit 

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

Voluntary Tax Withholding 

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

Telephone Transactions and Related Liabilities 

Your account is automatically authorized to have telephone transaction 
privileges unless you indicate otherwise on your Account Application or by 
writing to PSC. You may sell or exchange your Fund shares by telephone by 
calling 1-800-225-6292 between 8:00 a.m. and 8:00 p.m. Eastern Time on 
weekdays. See "Share Price" for more information. To confirm that each 
transaction instruction received by telephone is genuine, the Fund will 
record each telephone transaction, require the caller to provide the personal 
identification number (PIN) for the account and send you a written 
confirmation of each telephone transaction. Different procedures may apply to 
accounts that are registered to non-U.S. citizens or that are held in the 
name of an institution or in the name of an investment broker-dealer or other 
third-party. If reasonable procedures, such as those described above, are not 
followed, the Fund may be liable for any loss due to unauthorized or 
fraudulent instructions. The Fund may implement other procedures from time to 
time. In all other cases, neither the Fund, PSC or PFD will be responsible 
for the authenticity of instructions received by telephone; therefore, you 
bear the risk of loss for unauthorized or fraudulent telephone transactions. 

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

Retirement Plans 

You should contact the Retirement Plans Department of PSC at 1-800-622-0176 
for information relating to retirement plans for businesses, age-weighted 
profit sharing plans, Simplified Employee Pension Plans, IRAs, and Section 
403(b) retirement plans for employees of certain non-profit organizations and 
public school systems, all of which are available in conjunction with 
investments in the Fund. The Account Application accompanying this Prospectus 
should not be used to establish any of these plans. Separate applications are 
required. 

Telecommunications Device for the Deaf (TDD) 

If you have a hearing disability and you own TDD keyboard equipment, you can 
call our TDD number toll-free at 1-800-225-1997, weekdays from 8:30 a.m. to 
5:30 p.m. Eastern Time, to contact our telephone representatives with 
questions about your account. 

Systematic Withdrawal Plans 

If your account has a total value of at least $10,000 you may establish a 
Systematic Withdrawal Plan ("SWP") providing for fixed payments at regular 
intervals. Withdrawals from Class B share accounts are limited to 10% of the 
value of the account at the time the plan is implemented. See "Waiver or 
Reduction of Contingent Deferred Sales Charge" for more information. Periodic 
checks of $50 or more will be sent to you, or any person designated by you, 
monthly or quarterly, and your periodic redemptions of shares may be taxable 
to you. Payments can be made either by check or electronic transfer to a bank 
account designated by you. If you direct that withdrawal checks be paid to 
another person after you have opened your account, a signature guarantee must 
accompany your instructions. Purchases of Class A shares of the Fund at a 
time when you have a SWP in effect may result in the payment of unnecessary 
sales charges and may therefore be disadvantageous. 

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

Reinstatement Privilege (Class A Shares Only) 

If you redeem all or part of your Class A shares of the Fund, you may 
reinvest all or part of the redemption proceeds without a sales charge in 
Class A shares of the Fund if you send a written request to PSC not more than 
90 days after your shares were redeemed. Your redemption proceeds will be 
reinvested at the next determined net asset value of the Class A shares of 
the Fund in effect immediately after receipt of the written request for 
reinstatement. You may realize a gain or loss for federal income tax purposes 
as a result of the redemption, and special tax rules may apply if a 
reinvestment occurs. Subject to the provisions outlined under "How to 
Exchange Fund Shares" above, you may also reinvest in Class A shares of other 
Pioneer mutual funds; in this case you must meet the minimum investment 
requirements for each fund you enter. 


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

 The options and services available to shareholders, including the terms of 
the Exchange Privilege and the Pioneer Investomatic Plan, may be revised, 
suspended or terminated at any time by PFD or by the Fund. You may establish 
the services described in this section when you open your account. You may 
also establish or revise many of them on an existing account by completing an 
Account Options Form, which you may request by calling 1-800-225-6292. 

XIII. THE TRUST 

The Fund is a diversified series of the Trust, an open-end management 
investment company (commonly referred to as a mutual fund) organized as a 
Massachusetts business trust on April 7, 1990. The Trust has authorized an 
unlimited number of shares of beneficial interest. As an open-end management 
investment company, the Trust continuously offers its shares to the public 
and under normal conditions must redeem its shares upon the demand of any 
shareholder at the then current net asset value per share. See "How to Sell 
Fund Shares." The Trust is not required, and does not intend, to hold annual 
shareholder meetings, although special meetings may be called for the purpose 
of electing or removing Trustees, changing fundamental investment 
restrictions or approving a management contract. 

The shares of the Trust are divided into three series: Pioneer Capital Growth 
Fund, Pioneer Gold Shares and the Fund (collectively the "Funds"). The Trust 
reserves the right to create and issue additional series of shares in 
addition to the three Funds currently available. The Trustees have the 
authority, without further shareholder approval, to classify and reclassify 
the shares of the Fund, or any additional series of the Trust, into one or 
more classes. As of the date of this Prospectus, the Trustees have authorized 
the issuance of two classes of shares, designated Class A and Class B. The 
shares of each class represent an interest in the same portfolio of 
investments of the Fund. Each class has equal rights as to voting, 
redemption, dividends and liquidation, except that each class bears different 
distribution and transfer agent fees and may bear other expenses properly 
attributable to the particular class. Class A and Class B shareholders have 
exclusive voting rights with respect to the Rule 12b-1 distribution plans 
adopted by holders of those shares in connection with the distribution of 
shares. 

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

XIV. INVESTMENT RESULTS 

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

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

Other investments or savings vehicles and/or unmanaged market indexes, 
indicators of economic activity or averages of mutual funds results may be 
cited or compared with the investment results of the Fund. Rankings or 
listings by magazines, newspapers or independent statistical or rating 
services, such as Lipper Analytical Services, Inc., may also be referenced. 

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


 
Notes 


 
THE PIONEER FAMILY OF MUTUAL FUNDS 

Growth Funds 

Pioneer Capital Growth Fund 
Pioneer Growth Shares 
Pioneer International Growth Fund 
Pioneer Europe Fund 
Pioneer Emerging Markets Fund 

Growth and Income Funds 

Pioneer Three 
Pioneer II 
Pioneer Fund 
Pioneer Equity-Income Fund 
Pioneer Winthrop Real Estate Investment Fund 

Income Funds 

Pioneer Income Fund 
Pioneer Bond Fund 
Pioneer America Income Trust 
Pioneer Tax-Free Income Fund 
Pioneer California Double Tax-Free Fund 
Pioneer Massachusetts Double Tax-Free Fund 
Pioneer New York Triple Tax-Free Fund 
Pioneer Intermediate Tax-Free Fund 
Pioneer Short-Term Income Trust 

Specialized Growth Funds 

Pioneer Gold Shares 
Pioneer India Fund 

Money Market Funds 

Pioneer Cash Reserves Fund 
Pioneer U.S. Government Money Fund 
Pioneer Tax-Free Money Fund 


 
Pioneer                                                         [Pioneer logo] 
Equity-Income 
Fund 
60 State Street 
Boston, Massachusetts 02109 

OFFICERS 
JOHN F. COGAN, JR., Chairman and President 
DAVID D. TRIPPLE, Executive Vice President 
JOHN A. CAREY, Vice President 
WILLIAM H. KEOUGH, Treasurer 
JOSEPH P. BARRI, Secretary 

INVESTMENT ADVISER 
PIONEERING MANAGEMENT CORPORATION 

CUSTODIAN 
BROWN BROTHERS HARRIMAN & CO. 

INDEPENDENT PUBLIC ACCOUNTANTS 
ARTHUR ANDERSEN LLP 

LEGAL COUNSEL 
HALE AND DORR 

PRINCIPAL UNDERWRITER 
PIONEER FUNDS DISTRIBUTOR, INC. 

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

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

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

0295-2311 
(C)Pioneer Funds Distributor, Inc. 




Pioneer 
Gold Shares 
Class A and Class B Shares 
Prospectus 
February 24, 1995 

Pioneer Gold Shares (the "Fund") seeks long-term capital appreciation and 
such protection against inflation as may be provided by investments in 
securities of companies engaged in the mining, processing, refining or sale 
of gold or other precious metals. 

It is anticipated that in order to achieve its investment objective, the Fund 
may invest a significant portion of its assets in foreign securities. See 
"Investment Objective and Policies" in this Prospectus. There is, of course, 
no assurance that the Fund will achieve its investment objective. The Fund is 
one of three series of Pioneer Growth Trust (the "Trust"). 

Fund returns and share prices fluctuate and the value of your account, upon 
redemption, may be more or less than the value of your original investment. 
Shares in the Fund are not deposits or obligations of, or guaranteed or 
endorsed by, any bank or other depository institution, and the shares are not 
federally insured by the Federal Deposit Insurance Corporation, the Federal 
Reserve Board or any other government agency. Investments in securities of 
companies engaged in the mining, processing, refining or sale of gold or 
other precious metals entail risks in addition to those customarily 
associated with investing in securities in general. In addition, the Fund may 
invest in securities issued by foreign companies or governments which involve 
risks not typically associated with investments in U.S. securities. The Fund 
is intended for investors who can accept the risks associated with its 
investments and may not be suitable for all investors. See "Investment 
Objectives and Policies" for a discussion of these risks. 

This Prospectus (Part A of the Registration Statement) provides information 
about the Fund that you should know before investing. Please read and retain 
it for your future reference. More information about the Fund is included in 
Part B, the Statement of Additional Information, also dated February 24, 
1995, which is incorporated into this Prospectus by reference. A copy of the 
Statement of Additional Information may be obtained free of charge by calling 
Shareholder Services at 1-800-225-6292 or by written request to the Trust at 
60 State Street, Boston, Massachusetts 02109. Additional information about 
the trust has been filed with the Securities and Exchange Commission (the 
"SEC") and is available upon request and without charge. 


               TABLE OF CONTENTS                                         PAGE 

I.              EXPENSE INFORMATION                                         2 
II.             FINANCIAL HIGHLIGHTS                                        2 
III.            INVESTMENT OBJECTIVE AND POLICIES                           3 
                 Risk Factors                                               4 
IV.             MANAGEMENT OF THE FUND                                      5 
V.              FUND SHARE ALTERNATIVES                                     6 
VI.             SHARE PRICE                                                 6 
VII.            HOW TO BUY FUND SHARES                                      7 
                 Class A Shares                                             7 
                 Qualifying for a Reduced Sales Charge                      7 
                 Class B Shares                                             8 
VIII.           HOW TO SELL FUND SHARES                                     9 
IX.             HOW TO EXCHANGE FUND SHARES                                10 
X.              DISTRIBUTION PLANS                                         11 
XI.             DIVIDENDS, DISTRIBUTIONS AND TAXATION                      11 
XII.            SHAREHOLDER SERVICES                                       12 
                 Account and Confirmation Statements                       12 
                 Additional Investments                                    12 
                 Automatic Investment Plans                                12 
                 Financial Reports and Tax Information                     12 
                 Distribution Options                                      12 
                 Directed Dividends                                        13 
                 Direct Deposit                                            13 
                 Voluntary Tax Withholding                                 13 
                 Telephone Transactions and Related Liabilities            13 
                 Retirement Plans                                          13 
                 Telecommunications Device for the Deaf (TDD)              13 
                 Systematic Withdrawal Plans                               13 
                 Reinstatement Privilege (Class A Shares Only)             13 
XIII.           THE TRUST                                                  14 
XIV.            INVESTMENT RESULTS                                         14 
                APPENDIX                                                   14 


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


 
I. EXPENSE INFORMATION 
This table is designed to help you understand the charges and expenses that 
you, as a shareholder, will bear directly or indirectly when you invest in 
the Fund. The table reflects estimated annual operating expenses based on 
actual expenses for the fiscal year ended October 31, 1994. 

                                                      Class A          Class B 
Shareholder Transaction Expenses: 
 Maximum Initial Sales Charge on  Purchases (as 
  a percentage of offering  price)                     5.75%(1)        None 
 Maximum Sales Charge on Reinvestment  of 
  Dividends                                            None            None 
 Maximum Deferred Sales Charge                         None(1)         4.00% 
 Redemption Fee(2)                                     None            None 
 Exchange Fee                                          None            None 
Annual Operating Expenses (As a Percentage of 
  Net Assets):(3) 
 Management Fees                                       0.65%           0.65% 
 12b-1 Fees                                            0.22%           1.00% 
 Other Expenses (including accounting and 
   transfer agent fees, custodian fees 
  and printing expenses)                               1.27%           1.14% 
Gross Operating Expenses:                              2.14%           2.79% 
 Limitation of Expenses by Manager(4)                 (0.39%)         (0.12%) 
Net Operating Expenses (After Expense 
  Limitation)                                          1.75%           2.67% 


(1) Purchases of $1,000,000 or more and purchases by participants in certain 
group plans are not subject to an initial sales charge but may be subject to 
a contingent deferred sales charge. 
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and 
international wire transfers of redemption proceeds. 
(3) For Class B shares, percentages are based on estimated expenses that 
would have been incurred during the previous fiscal year had Class B shares 
been outstanding for the entire period. 
(4) Pioneering Management Corporation ("PMC"), the Fund's investment adviser, 
has agreed not to impose a portion of its management fee and to make other 
arrangements, if necessary, to limit certain other expenses to the extent 
required to reduce Class A expenses to 1.75% of the average daily net assets 
attributable to Class A shares; the portion of Fund-wide expenses 
attributable to Class B shares will be reduced to the same extent that it is 
reduced for Class A shares. This agreement is voluntary and temporary and may 
be revised or terminated at any time by PMC. 

 Example: 
You would pay the following dollar amount on a $1,000 investment, assuming a 
5% annual return and redemption at the end of each of the time periods: 

                               1 Year    3 Years    5 Years     10 Years 

Class A Shares                  $74       $109        $147       $252 
Class B Shares 
 --Assuming complete 
   redemption at end of 
   period                       $67       $113        $161       $279* 
 --Assuming no redemption       $27       $ 83        $141       $279* 

* Class B shares convert to Class A shares eight years after purchase; 
therefore, Class A expenses are used after year eight. 

The example above assumes the reinvestment of all dividends and distributions 
and that the percentage amounts listed under "Annual Operating Expenses" 
remain the same each year. 

The example is designed for information purposes only, and should not be 
considered a representation of future expenses or return. Actual Fund 
expenses and return will vary from year to year and may be higher or lower 
than those shown. 

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

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

II. FINANCIAL HIGHLIGHTS 
The following information has been derived from financial statements of the 
Fund which have been audited by Arthur Andersen LLP, independent public 
accountants, in connection with their examination of the Fund's financial 
statements. Arthur Andersen LLP's report on the Fund's financial statements 
as of October 31, 1994 appears in the Fund's Annual Report which is 
incorporated by reference into the Statement of Additional Information. The 
information listed below should be read in conjunction with the financial 
statements contained in the Annual Report. The Annual Report includes more 
information about the Fund's performance and is available free of charge by 
calling Shareholder Services at 1-800-225-6292. 


 
Pioneer Gold Shares 
Financial Highlights for Each Class A Share Outstanding Throughout Each 
Period+: 


                                             Year Ended 
                                                                                      July 25, 
                                                                                          1990 
                                                                                 (Commencement 
                              October    October    October     October      of Operations) to 
                                  31,        31,        31,         31,            October 31, 
                                 1994       1993       1992        1991                   1990 
                                                                 
Net asset value, beginning 
  of period                  $   7.44   $   5.03   $   5.35    $  5.33          $   6.50 
Income (loss) from 
  investment operations-- 
  Net investment income 
  (loss)                     $(0.0300)  $(0.0329)  $(0.0182)   $0.0103          $(0.1395) 
 Net realized and 
  unrealized gain (loss) 
  on investments               0.5300     2.4429    (0.2868)    0.0097           (1.0305) 
  Total income (loss) from 
  Investment income          $ 0.5000   $ 2.4100   $(0.3050)   $0.0200          $(1.1700) 
Distributions to 
  shareholders from: 
 Net investment income             --         --    (0.0150)        --                -- 
Net increase (decrease) in 
  net asset value            $ 0.5000   $ 2.4100   $(0.3200)   $0.0200          $(1.1700) 
Net asset value, end of 
  period                     $   7.94   $   7.44   $   5.03    $  5.35          $   5.33 
Total return*                    6.72%     47.91%     (5.70%)     0.38%           (18.00%) 
Ratio of net operating 
  expenses to average net 
  assets                         1.75%      1.75%      1.75%      1.75%             9.21%** 
Ratio of net investment 
  income (loss) to average 
  net assets                    (0.40%)    (0.52%)    (0.35%)     0.18%            (6.31%)** 
Portfolio turnover rate          2.86%      6.00%      4.00%     10.00%            15.00%** 
Net assets, end of period 
  (in thousands)             $ 26,168   $ 14,057   $  3,461    $ 1,800          $  1,399 
Ratios assuming no waiver 
  of management fees or 
  assumption of expenses 
  by PMC-- 
  Net operating expenses         2.14%      3.23%      6.62%     10.97%               -- 
 Net investment loss                                                                  -- 
                                (0.79%)    (2.00%)    (5.22%)    (9.04%) 


Financial Highlights for Each Class B Share Outstanding Throughout the 
Period: 
>
                                                              April 4, 1994 to 
                                                                   October 31, 
                                                                       1994*** 

Net asset value, beginning of period                             $   7.83 
Income (loss) from investment operations: 
 Net investment loss                                             $(0.0300) 
 Net realized and unrealized gain on investments                   0.0900 
  Total income from investment operations                        $ 0.0600 
Distribution to shareholders                                           -- 
Net increase in net asset value                                  $ 0.0600 
Net asset value, end of period                                   $   7.89 
Total return*                                                        0.77% 
Ratio of net operating expenses to average net assets**              2.67% 
Ratio of net investment loss to average net assets**                (1.42%) 
Portfolio turnover rate                                              2.86% 
Net assets, end of period (in thousands)                         $    951 
Ratios assuming no waiver of management fees or 
  assumption of expenses by PMC: 
  Net operating expenses**                                           2.79% 
  Net investment loss**                                             (1.54%) 


  + The per share data presented is based upon average shares outstanding for 
each period, respectively. 
  * Assumes initial investment at net asset value at the beginning of each 
period, reinvestment of all dividends and distributions, and the complete 
redemption of the investment at the net asset value at the end of each period 
and no sales charges. Total return would be reduced if sales charges were 
taken into account. 
 ** Annualized. 
*** Class B shares were first offered on April 4, 1994. 

III. INVESTMENT OBJECTIVE AND POLICIES 

The Fund is managed in accordance with the "Investing for Value" investment 
philosophy of PMC, the Fund's investment adviser. This approach consists of 
developing a diversified portfolio of securities consistent with the Fund's 
investment objective and selected primarily on the basis of PMC's judgment 
that the securities have an underlying value, or potential value, which 
exceeds their current prices. The analysis and quantification of the economic 
worth, or basic value, of individual companies reflects PMC's assessment of a 
company's assets and the company's prospects for earnings growth over the 
next three-to-five years. PMC relies primarily on the knowledge, experience 
and judgment of its own research staff, but also receives and uses 
information from a variety of outside sources, including brokerage firms, 
electronic data bases, specialized research firms and technical journals. 


 
The investment objective of the Fund is to seek long-term capital 
appreciation and such protection against inflation as may be provided by 
investments in securities of companies engaged in the mining, processing, 
refining or sale of gold or other precious metals. 

Under normal circumstances, the Fund will invest at least 70% of its assets 
in common stocks or securities convertible into common stock of companies 
engaged principally in the mining, processing, refining or sale of gold or 
products made primarily from gold. A company will be deemed to be engaged 
principally in such business if it derives at least 50% of its net income or 
gross revenues from such activities or if 50% of its assets are devoted to 
such activities. The Fund's investment concentration policy (i.e., investing 
more than 25% of its assets in the gold industry) is a fundamental policy 
which may not be changed without shareholder approval. The balance of the 
Fund's assets may be invested in: (i) securities of companies or countries 
mining or producing other precious metals such as platinum or silver; (ii) 
securities which are backed by, or otherwise tied to the price of gold and 
securities of companies which provide goods or services to the mining 
industry; and (iii) certain short-term, temporary investments such as 
marketable obligations issued or guaranteed by the United States ("U.S.") 
government, obligations of U.S. banks and commercial paper. 

The Fund may invest all or part of its assets in foreign securities. Because 
a significant portion of the worldwide production of gold is outside the 
U.S., a significant portion of the Fund's assets will typically consist of 
such foreign securities. It is also possible that the Fund will invest more 
than 25% of its assets in securities of companies located in a single foreign 
country. Although the Fund may invest in the securities of foreign 
governments, their agencies and instrumentalities, the Fund has no present 
intention to invest more than 5% of its assets in such securities. See the 
Statement of Additional Information for more information. 

The Fund's fundamental investment objective and the fundamental investment 
restrictions set forth in the Statement of Additional Information may not be 
changed without shareholder approval. Certain other investment policies and 
strategies and restrictions on investment are noted throughout the Prospectus 
and are set forth in the Statement of Additional Information. These 
investment policies and strategies and restrictions may be changed at any 
time by a vote of the Board of Trustees. 

The Fund is substantially fully invested at all times. It is the policy of 
the Fund not to engage in trading for short-term profits. Nevertheless, 
changes in the portfolio will be made promptly when determined to be 
advisable by reason of developments not foreseen at the time of the initial 
investment decision, and usually without reference to the length of time a 
security has been held. Accordingly, portfolio turnover rate will not be 
considered a limiting factor in the execution of investment decisions. 
Short-term, temporary investments will not normally represent more than 10% 
of the Fund's assets. A short-term investment is considered to be an 
investment with a maturity of one year or less from the date of issuance. 

The Fund may enter into repurchase agreements, not to exceed seven days, with 
broker-dealers and any member bank of the Federal Reserve System. The Board 
of Trustees will review and monitor the creditworthiness of any institution 
which enters into a repurchase agreement with the Fund. Such repurchase 
agreements will be fully collateralized with U.S. Treasury and/or agency 
obligations with a market value of not less than 100% of the obligations, 
valued daily. Collateral will be held by the Fund's custodian in a 
segregated, safekeeping account for the benefit of the Fund. In the event 
that a repurchase agreement is not fulfilled, the Fund could suffer a loss to 
the extent that the value of the collateral falls below the repurchase price. 

The Fund may lend portfolio securities to member firms of the New York Stock 
Exchange (the "Exchange"). As with other extensions of credit, there are 
risks of delay in recovery or even loss of rights in the collateral should 
the borrower of the securities fail financially. The Fund will lend portfolio 
securities only to firms which have been approved in advance by the Board of 
Trustees, which will monitor the creditworthiness of any such firms. At no 
time would the value of the securities loaned exceed 30% of the value of the 
Fund's total assets. These investment strategies are also described in the 
Statement of Additional Information. 

In pursuit of its objective, Fund may employ certain active investment 
management techniques including forward foreign currency exchange contracts, 
options and futures contracts on currencies, securities and securities 
indices and options on such futures contracts. These techniques may be 
employed in an attempt to hedge foreign currency and other risks associated 
with the Fund's portfolio securities. See the Appendix to this Prospectus and 
the Statement of Additional Information for a description of these investment 
practices and associated risks. 

Risk Factors 

The Fund may invest in securities issued by foreign companies and in 
securities issued by foreign governments. Investing in securities of foreign 
companies and countries involves certain considerations and risks which are 
not typically associated with investing in U.S. government securities and 
securities of domestic companies. Foreign companies are not subject to 
uniform accounting, auditing and financial standards and requirements 
comparable to those applicable to U.S. companies. There may also be less 
publicly available information about foreign companies compared to reports 
and ratings published about U.S. companies. In addition, foreign securities 
markets have substantially less volume than domestic markets and securities 
of some foreign companies are less liquid and more volatile than securities 
of comparable U.S. companies. There may also be less government supervision 
and regulation of foreign securities exchanges, brokers and listed companies 
than exists in the United States. Interest or dividends paid by foreign 
issuers may be subject to withholding and other foreign taxes which will 
decrease the net return on such investments as compared to interest or 
dividends paid to the Fund by the U.S. government or by domestic companies. 
Finally, there may be the possibility of expropriations, confiscatory 
taxation, political, eco- 


 
nomic or social instability or diplomatic developments which could adversely 
affect assets of the Fund held in foreign countries. 

The value of foreign securities may also be adversely affected by 
fluctuations in the relative rates of exchange between the currencies of 
different nations and by exchange control regulations. For example, the value 
of a foreign security held by the Fund as measured in U.S. dollars will 
decrease if the foreign currency in which the security is denominated 
declines in value against the U.S. dollar. In such event, this will cause an 
overall decline in the Fund's net asset value and net investment income and 
capital gains, if any, to be distributed in U.S. dollars to shareholders of 
the Fund. 

Fixed-income securities in which the Fund may invest generally pay a fixed 
rate of return and may include debt obligations of the U.S. government, 
foreign governments, corporations and municipalities. Fixed-income securities 
are subject to the risk of an issuer's inability to meet principal and 
interest payments on the obligations and may also be subject to price 
volatility due to such factors as interest rate sensitivity, market 
perception of the creditworthiness of the issuer and general market 
liquidity. 

The Fund's investment policies present unique risks to the portfolio's value. 
In recent years, the price of gold and other precious metals has been subject 
to dramatic fluctuations caused primarily by international monetary and 
political developments including trade or currency restrictions, currency 
devaluations and revaluations and social and political conditions within a 
country. Dramatic fluctuations in the price of gold or other metals will 
affect the market values of the securities of companies in which the Fund 
intends to invest. At the present time, the largest producer of gold is the 
Republic of South Africa ("South Africa"). Other major gold suppliers are to 
be found in Australia, Canada, the United States and member states of the 
Commonwealth of Independent States ("CIS") which were formerly part of the 
Soviet Union. The current economic, political and social conditions in South 
Africa and the CIS may adversely affect the price of gold and, accordingly, 
the market values of the securities of companies in the industry. The only 
legally authorized sales agent for gold produced in South Africa, the world's 
largest producer, is the Reserve Bank of South Africa. The Reserve Bank's 
policies significantly influence the timing of any sales of South African 
bullion. Additionally, the South African Ministry of Mines determines gold 
mining policy. South Africa depends on the sale of gold for the foreign 
exchange necessary to finance its imports, and its sales policy is 
necessarily subject to national economic and political developments. Finally, 
investments in the securities of South African companies may be affected by 
laws in the United States relating to foreign investments in South Africa or 
foreign investments generally. 

IV. MANAGEMENT OF THE FUND 

The Board of Trustees of the Trust has overall responsibility for management 
and supervision of the Fund. There are currently eight Trustees, six of whom 
are not "interested persons" of the Trust as defined in the Investment 
Company Act of 1940, as amended (the "1940 Act"). The Board meets at least 
quarterly. By virtue of the functions performed by PMC as investment adviser, 
the Fund requires no employees other than its executive officers, all of whom 
receive their compensation from PMC or other sources. The Statement of 
Additional Information contains the names and general business and 
professional background of each Trustee and executive officer of the Trust. 

Investment advisory services are provided to the Fund by PMC pursuant to a 
management contract between PMC and the Trust, on behalf of the Fund. PMC 
serves as investment adviser to the Fund and is responsible for the overall 
management of the Fund's business affairs, subject only to the authority of 
the Board of Trustees. PMC is a wholly-owned subsidiary of The Pioneer Group, 
Inc. ("PGI"), a publicly-traded Delaware corporation. Pioneer Funds 
Distributor, Inc. ("PFD"), a wholly-owned subsidiary of PGI, is the principal 
underwriter of the Fund. 

Each domestic equity portfolio managed by PMC, including this Fund, is 
overseen by an Equity Committee, which consists of PMC's most senior equity 
professionals, and a Portfolio Management Committee, which consists of PMC's 
domestic equity portfolio managers. Both committees are chaired by Mr. David 
Tripple, PMC's President and Chief Investment Officer and Executive Vice 
President of each of the Funds. Mr. Tripple joined PMC in 1974 and has had 
general responsibility for PMC's investment operations and specific portfolio 
assignments for more than the last five years. Day-to-day management of the 
Fund's investments is the responsibility of Mr. Tripple. 

In addition to the Fund, PMC also manages and serves as the investment 
adviser for other mutual funds and is an investment adviser to certain other 
institutional accounts. PMC's and PFD's executive offices are located at 60 
State Street, Boston, Massachusetts 02109. 

Under the terms of its contract with the Trust, PMC assists in the management 
of the Fund and is authorized in its discretion to buy and sell securities 
for the account of the Fund. PMC pays all the expenses, including executive 
salaries and the rental of certain office space, related to its services for 
the Fund, with the exception of the following which are to be paid by the 
Fund: (a) charges and expenses for fund accounting, pricing and appraisal 
services and related overhead, including, to the extent such services are 
performed by personnel of PMC or its affiliates, office space and facilities 
and personnel compensation, training and benefits; (b) the charges and 
expenses of auditors; (c) the charges and expenses of any custodian, transfer 
agent, plan agent, dividend disbursing agent and registrar appointed by the 
Trust with respect to the Fund; (d) issue and transfer taxes, chargeable to 
the Fund in connection with securities transactions to which the Fund is a 
party; (e) insurance premiums, interest charges, dues and fees for membership 
in trade associations, and all taxes and corporate fees payable by the Fund 
to federal, state or other governmental agencies; (f) fees and expenses 
involved in registering and maintaining registrations of the Fund and/or its 
shares with the SEC, individual 


 
states or blue sky securities agencies, territories and foreign countries, 
including the preparation of Prospectuses and Statements of Additional 
Information for filing with the SEC; (g) all expenses of shareholders' and 
Trustees' meetings and of preparing, printing and distributing prospectuses, 
notices, proxy statements and all reports to shareholders and to governmental 
agencies; (h) charges and expenses of legal counsel to the Fund and the 
Trustees; (i) distribution fees paid by the Fund in accordance with Rule 
12b-1 promulgated by the SEC pursuant to the 1940 Act; (j) compensation of 
those Trustees of the Trust who are not affiliated with or interested persons 
of PMC, the Trust (other than as Trustees), PGI or PFD; (k) the cost of 
preparing and printing share certificates; and (l) interest on borrowed 
money, if any. 

In addition to the expenses described above, the Fund shall pay all brokers' 
and underwriting commissions chargeable to the Fund in connection with 
securities transactions to which the Fund is a party. 

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

As compensation for its management services and certain expenses which PMC 
incurs, PMC is entitled to a management fee equal to 0.65% per annum of the 
Fund's average daily net assets up to $300 million, 0.60% of the next $200 
million, 0.50% of the next $500 million and 0.45% of the excess over $1 
billion. The fee is normally computed daily and paid monthly. 

During the fiscal year ended October 31, 1994, the Fund incurred expenses of 
$464,584 including management fees paid or payable to PMC of $140,960. 
Effective November 1, 1990, PMC voluntarily agreed not to impose a portion of 
its management fee and to make other arrangements, if necessary, to limit 
certain other expenses to the extent required to reduce expenses to 1.75% of 
the average daily net assets attributable to Class A shares; the portion of 
Fund-wide expenses attributable to Class B shares will be reduced to the same 
extent that it is reduced for Class A shares. This agreement is voluntary and 
temporary and may be revised or terminated at any time by PMC. See "Expense 
Information." During the period ended October 31, 1994, this arrangement 
resulted in a reduction of expenses for the Fund of $83,070. 

John F. Cogan, Jr., Chairman and President of the Trust, Chairman of PFD, 
President and a Director of PGI and Chairman and a Director of PMC, owned 
approximately 15% of the outstanding capital stock of PGI as of the date of 
this Prospectus. 

V. FUND SHARE ALTERNATIVES 

The Fund continuously offers two Classes of shares designated as Class A and 
Class B shares, as described more fully in "How to Buy Fund Shares." If you 
do not specify in your instructions to the Fund which Class of shares you 
wish to purchase, exchange or redeem, the Fund will assume that your 
instructions apply to Class A shares. 

Class A Shares. If you invest less than $1 million in Class A shares, you 
will pay an initial sales charge. Certain purchases may qualify for reduced 
initial sales charges. If you invest $1 million or more in Class A shares, no 
sales charge will be imposed at the time of purchase, however, shares 
redeemed within 12 months of purchase may be subject to a contingent deferred 
sales charge ("CDSC"). Class A shares are subject to distribution and service 
fees at a combined annual rate of up to 0.25% of the Fund's average daily net 
assets attributable to Class A shares. 

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

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

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

VI. SHARE PRICE 

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

Securities are valued at the last sale price on the principal exchange or 
market where they are traded. Securities which 


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

VII. HOW TO BUY FUND SHARES 

You may buy Fund shares at the public offering price from any securities 
broker-dealer which has a sales agreement with PFD. If you do not have a 
securities broker-dealer, please call 1-800-225-6292 for assistance. 

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

Class A Shares 

You may buy Class A shares at the public offering price, that is, at the net 
asset value per share next computed after receipt of a purchase order, plus a 
sales charge as follows: 

                                        Sales Charge as a % of 
                                                                        Dealer 
                                                                     Allowance 
                                                           Net       as a % of 
                                        Offering        Amount        Offering 
Amount of Purchase                         Price      Invested           Price 

Less than $50,000                           5.75%         6.10%           5.00% 
$50,000 but less than $100,000              4.50          4.71            4.00 
$100,000 but less than $250,000             3.50          3.63            3.00 
$250,000 but less than $500,000             2.50          2.56            2.00 
$500,000 but less than $1,000,000           2.00          2.04            1.75 
$1,000,000 or more                           -0-           -0-       see below 


No sales charge is payable at the time of purchase on investments of 
$1,000,000 or more or for participants in certain group plans (described 
below) subject to a CDSC of 1% which may be imposed in the event of a 
redemption of Class A shares within 12 months of purchase. See "How to Sell 
Fund Shares." PFD may, in its discretion, pay a commission to broker-dealers 
who initiate and are responsible for such purchases as follows: 1% on the 
first $1 million invested; 0.50% on the next $4 million; and 0.10% on the 
excess over $5 million. These commissions will not be paid if the purchaser 
is affiliated with the broker-dealer or if the purchase represents the 
reinvestment of a redemption made during the previous 12 calendar months. 
Broker-dealers who receive a commission in connection with Class A share 
purchases at net asset value by 401(a) or 401(k) retirement plans with 1,000 
or more eligible participants or with at least $10 million in plan assets 
will be required to return any commission paid or a pro rata portion thereof 
if the retirement plan redeems its shares within 12 months of purchase. See 
also "How to Sell Fund Shares." In connection with PGI's acquisition of 
Mutual of Omaha Fund Management Company and contingent upon the achievement 
of certain sales objectives, PFD pays to Mutual of Omaha Investor Services, 
Inc. 50% of PFD's retention of any sales commission on sales of the Fund's 
Class A shares through such dealer. 

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

Qualifying for a Reduced Sales Charge. 

Class A shares of the Fund may be sold at a reduced or eliminated sales 
charge to certain group plans ("Group Plans") under which a sponsoring 
organization makes recommendations to, permits group solicitation of, or 
otherwise facilitates purchases by, its employees, members or participants. 
Information about such arrangements is available from PFD. 

Class A shares of the Fund may also be sold at net asset value per share 
without a sales charge to: (a) current or former Trustees and officers of the 
Trust and partners and employees of its legal counsel; (b) current or former 
directors, officers, employees or sales representatives of PGI or its 
subsidiaries; (c) current or former directors, officers, employees or sales 
representatives of any subadviser or predecessor investment adviser to any 
investment company for which PMC serves as investment adviser, and the 
subsidiar- 


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

Reduced sales charges for Class A shares are available through an agreement 
to purchase a specified quantity of Fund shares over a designated 13-month 
period by completing the "Letter of Intention" section of the Account 
Application. Information about the Letter of Intention procedure, including 
its terms, is contained in the Statement of Additional Information. Investors 
who are clients of a broker-dealer with a current sales agreement with PFD 
may purchase shares of the Fund at net asset value, without a sales charge, 
to the extent that the purchase price is paid out of proceeds from one or 
more redemptions by the investor of shares of certain other mutual funds. In 
order for a purchase to qualify for this privilege, the investor must 
document to the broker-dealer that the redemption occurred within the 60 days 
immediately preceding the purchase of shares of the Fund; that the client 
paid a sales charge on the original purchase of the shares redeemed; and that 
the mutual fund whose shares were redeemed also offers net asset value 
purchases to redeeming shareholders of any of the Pioneer funds. Further 
details may be obtained from PFD. 

Class B Shares 

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

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

First                                      4.0% 
Second                                     4.0% 
Third                                      3.0% 
Fourth                                     3.0% 
Fifth                                      2.0% 
Sixth                                      1.0% 
Seventh and thereafter                     none 

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

Class B shares will automatically convert into Class A shares at the end of 
the calendar quarter that is eight years after the purchase date, except as 
noted below. Class B shares acquired by exchange from Class B shares of 
another Pioneer fund will convert into Class A shares based on the date of 
the initial purchase and the applicable CDSC. Class B shares acquired through 
reinvestment of distributions will convert into Class A shares based on the 
date of the initial purchase to which such shares relate. For this purpose, 
Class B shares acquired through reinvestment of distributions will be 
attributed to particular purchases of Class B shares in accordance with such 
procedures as the Trustees may determine from time to time. The conversion of 
Class B shares to Class A shares is subject to the continuing availability of 
a ruling from the Internal Revenue Service ("IRS"), which the Fund has 
received, or an opinion of counsel that such conversions will not constitute 
taxable events for federal tax purposes. There can be no assurance that such 
ruling will continue to be in effect at the time any particular conversion 
would normally occur. The conversion of Class B shares to Class A shares will 
not occur if such ruling is no longer available and, therefore, Class B 
shares would continue to be subject to higher expenses than Class A shares 
for an indeterminate period. 

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

The CDSC on Class B shares and on any Class A shares subject to a CDSC may be 
waived or reduced for retirement plan accounts if: (a) the redemption results 
from the death or a total and permanent disability (as defined in Section 72 
of 


 
the Code) occurring after the purchase of the shares being redeemed of a 
shareholder or participant in an employer-sponsored retirement plan; (b) the 
distribution is to a participant in an Individual Retirement Account ("IRA"), 
403(b) or employer-sponsored retirement plan, is part of a series of 
substantially equal payments made over the life expectancy of the participant 
or the joint life expectancy of the participant and his or her beneficiary or 
as scheduled periodic payments to a participant (limited in any year to 10% 
of the value of the participant's account at the time the distribution amount 
is established; a required minimum distribution due to the participant's 
attainment of age 70-1/2 may exceed the 10% limit only if the distribution 
amount is based on plan assets held by Pioneer); (c) the distribution is from 
a 401(a) or 401(k) retirement plan and is a return of excess employee 
deferrals or employee contributions or a qualifying hardship distribution as 
defined by the Code or results from a termination of employment (limited with 
respect to a termination to 10% per year of the value of the plan's assets in 
the Fund as of the later of the prior December 31 or the date the account was 
established unless the plan's assets are being rolled over to or reinvested 
in the same class of shares of a Pioneer mutual fund subject to the CDSC of 
the shares originally held); (d) the distribution is from an IRA, 403(b) or 
employer-sponsored retirement plan and is to be rolled over to or reinvested 
in the same class of shares in a Pioneer mutual fund and which will be 
subject to the applicable CDSC upon redemption; (e) the distribution is in 
the form of a loan to a participant in a plan which permits loans (each 
repayment of the loan will constitute a new sale which will be subject to the 
applicable CDSC upon redemption); or (f) the distribution is from a qualified 
defined contribution plan and represents a participant's directed transfer 
(provided that this privilege has been pre-authorized through a prior 
agreement with PFD regarding participant directed transfers). 

The CDSC on Class B shares and on any Class A shares subject to a CDSC may be 
waived or reduced for either non-retirement or retirement plan accounts if: 
(a) the redemption is made by any state, county or city, or any 
instrumentality, department, authority, or agency thereof, which is 
prohibited by applicable laws from paying a CDSC in connection with the 
acquisition of shares of any registered investment management company; or (b) 
the redemption is made pursuant to each Fund's right to liquidate or 
involuntarily redeem shares in a shareholder's account. 

Broker-Dealers.  An order for either Class of Fund shares received by PFD 
from a broker-dealer prior to the close of regular trading on the Exchange is 
confirmed at the price appropriate for that Class as determined at the close 
of regular trading on the Exchange on the day the order is received, provided 
the order is received prior to PFD's close of business (usually, 5:30 p.m. 
Eastern Time). It is the responsibility of broker-dealers to transmit orders 
so that they will be received by PFD prior to its close of business. 

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

VIII. HOW TO SELL FUND SHARES 

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

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

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

* If you are selling shares from a non-retirement account, you may use any of 
the methods described below. 

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

In Writing. You may sell your shares by delivering a written request, signed 
by all registered owners, in good order to Pioneering Services Corporation 
("PSC"), however, you must use a written request, including a signature 
guarantee, to sell your shares if any of the following situations applies: 

* you wish to sell over $50,000 worth of shares, 

* your account registration or address has changed within the last 30 days, 

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

* the check is not being made out to the account owners, or 

* the sale proceeds are being transferred to a Pioneer account with a 
  different registration. 

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

Written requests will not be processed until they are received in good order 
and accepted by PSC. Good order means that there are no outstanding claims or 
requests to hold redemptions on the account, certificates are endorsed by the 
record owner(s) exactly as the shares are registered and, if a signature 
guarantee is required, the signature(s) are guaranteed by an eligible 
guarantor. You should be able to obtain a signature guarantee from a bank, 
broker, dealer, 


 
credit union (if authorized under state law), securities exchange or 
association, clearing agency or savings association. A notary public cannot 
provide a signature guarantee. Signature guarantees are not accepted by 
facsimile ("fax"). For additional information about the necessary 
documentation for redemption by mail, please contact PSC at 1-800-225-6292. 

By Telephone or by Fax. Your account is automatically authorized to have the 
telephone redemption privilege unless you indicated otherwise on your Account 
Application or by writing to PSC. Proper account identification will be 
required for each telephone redemption. The telephone redemption option is 
not available to retirement plan accounts. A maximum of $50,000 may be 
redeemed by telephone or fax and the proceeds may be received by check or by 
bank wire. To receive the proceeds by check: the check must be made payable 
exactly as the account is registered and the check must be sent to the 
address of record which must not have changed in the last 30 days. To receive 
the proceeds by bank wire: the wire must be sent to the bank wire address of 
record which must have been properly pre-designated either on your Account 
Application or on an Account Options Form and which must not have changed in 
the last 30 days. To redeem by fax send your redemption request to 1-800-225- 
4240. You may always elect to deliver redemption instructions to PSC by mail. 
See "Telephone Transactions and Related Liabilities" below. Telephone and fax 
redemptions will be priced as described above. 

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

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

CDSC on Class A Shares. Purchases of Class A shares of $1,000,000 or more, or 
by participants in a Group Plan which were not subject to an initial sales 
charge, may be subject to a CDSC upon redemption. A CDSC is payable to PFD on 
these investments in the event of a share redemption within 12 months 
following the share purchase, at the rate of 1% of the lesser of the value of 
the shares redeemed (exclusive of reinvested dividend and capital gain 
distributions) or the total cost of such shares. Shares subject to the CDSC 
which are exchanged into another Pioneer fund will continue to be subject to 
the CDSC until the original 12-month period expires. However, no CDSC is 
payable with respect to purchases of Class A shares by 401(a) or 401(k) 
retirement plans with 1,000 or more eligible participants or with at least 
$10 million in plan assets. 

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

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

IX. HOW TO EXCHANGE FUND SHARES 

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

Telephone Exchanges. Your account is automatically authorized to have the 
telephone exchange privilege unless you indicated otherwise on your Account 
Application or by writing to PSC. Proper account identification will be 
required for each telephone exchange. Telephone exchanges may not exceed 
$500,000 per account per day. All telephone exchange requests will be 
recorded. See "Telephone Transactions and Related Liabilities" below. 

Automatic Exchanges. You may automatically exchange shares from one Pioneer 
account for shares of the same Class in another Pioneer account on a monthly 
or quarterly basis. The accounts must have identical registrations and the 
originating account must have a minimum balance of $5,000. The exchange will 
be effective on the 18th day of the month. 

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

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


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

You should consider the differences in objectives and policies of the Pioneer 
funds, as described in each fund's current prospectus, before making any 
exchange. To prevent abuse of the exchange privilege to the detriment of 
other Fund shareholders, the Fund and PFD reserve the right to limit the 
number and/or frequency of exchanges and/or to charge a fee for exchanges. 
The exchange privilege may be changed or discontinued and may be subject to 
additional limitations, including certain restriction on purchases by market 
timer accounts. 

X. DISTRIBUTION PLANS 

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

Pursuant to the Class A Plan, the Fund reimburses PFD for its actual 
expenditures to finance any activity primarily intended to result in the sale 
of Class A shares or to provide services to holders of Class A shares, 
provided the categories of expenses for which reimbursement is made are 
approved by the Fund's Board of Trustees. As of the date of this Prospectus, 
the Board of Trustees has approved the following categories of expenses for 
Class A shares of the Fund: (i) a service fee to be paid to qualified 
broker-dealers in an amount not to exceed 0.25% per annum of the Fund's daily 
net assets attributable to Class A shares; (ii) reimbursement to PFD for its 
expenditures for broker-dealer commissions and employee compensation on 
certain sales of the Fund's Class A shares with no initial sales charge (See 
"How to Buy Fund Shares"); and (iii) reimbursement to PFD for expenses 
incurred in providing services to Class A shareholders and supporting 
broker-dealers and other organizations (such as banks and trust companies) in 
their efforts to provide such services. Banks are currently prohibited under 
the Glass-Steagall Act from providing certain underwriting or distribution 
services. If a bank was prohibited from acting in any capacity or providing 
any of the described services, management would consider what action, if any, 
would be appropriate. 

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

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

Commissions of 4%, equal to 3.75% of the amount invested and a first year's 
service fee equal to 0.25% of the amount invested in Class B shares, are paid 
to broker-dealers who have selling agreements with PFD. PFD may advance to 
dealers the first year service fee at a rate up to 0.25% of the purchase 
price of such shares and, as compensation therefore, PFD may retain the 
service fee paid by the Fund with respect to such shares for the first year 
after purchase. Dealers will become eligible for additional service fees with 
respect to such shares commencing in the 13th month following the purchase. 
Dealers may from time to time be required to meet certain criteria in order 
to receive service fees. PFD or its affiliates are entitled to retain all 
service fees payable under the Class B Plan for which there is no dealer of 
record or for which qualification standards have not been met as partial 
consideration for personal services and/or account maintenance services 
performed by PFD or its affiliates for shareholder accounts. 

XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 

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

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

The Fund's policy is to pay to shareholders dividends from net investment 
income, if any, and to distribute net realized capital gains, if any, in 
December. Distributions from short-term capital gains, if any, may be paid 
with such dividends; distributions of dividends and capital gains may also be 
made at such times as may be necessary to avoid federal income or excise tax. 
Dividends from the Fund's net investment income, net short-term capital 
gains, and certain net foreign exchange gains are taxable as ordinary income, 
and divi- 


 
dends from the Fund's net long-term capital gains are taxable as long-term 
capital gains. 

Unless shareholders specify otherwise, all distributions will be 
automatically reinvested in additional full and fractional shares of the 
Fund. For federal income tax purposes, all dividends are taxable as described 
above whether a shareholder takes them in cash or reinvests them in 
additional shares of the Fund. Information as to the federal tax status of 
dividends and distributions will be provided annually. For further 
information on the distribution options available to shareholders, see 
"Distribution Options" and "Directed Dividends" below. 

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

The Fund will be subject to foreign withholding taxes with respect to 
interest or dividends payable on certain foreign securities. In any year in 
which the Fund qualifies, it may make an election that would permit certain 
of its shareholders to take a credit (or, if more advantageous, a deduction) 
for foreign income taxes paid by the Fund. Each shareholder would then treat 
as an additional dividend his or her proportionate share of the amount of 
foreign taxes paid by the Fund. If this election is made, the Fund will 
notify its shareholders annually as to their share of the amount of foreign 
taxes paid and the foreign source income of the Fund. 

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

The description above relates only to U.S. federal income tax consequences 
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or 
U.S. corporations, partnerships, trusts or estates and who are subject to 
U.S. federal income tax. Shareholders should consult their own tax advisors 
regarding state, local and other applicable tax laws. 

XII. SHAREHOLDER SERVICES 

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

Account and Confirmation Statements 

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

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

Additional Investments 

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

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

Automatic Investment Plans 

You may arrange for regular automatic investments of $50 or more through 
government/military allotments, payroll deduction or through a Pioneer 
Investomatic Plan. A Pioneer Investomatic Plan provides for a monthly or 
quarterly investment by means of a pre-authorized draft drawn on a checking 
account. Pioneer Investomatic Plan investments are voluntary, and you may 
discontinue the Plan at any time without penalty upon 30 days' written notice 
to PSC. PSC acts as agent for the purchaser, the broker-dealer and PFD in 
maintaining these plans. 

Financial Reports and Tax Information 

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

Distribution Options 

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

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


 
Directed Dividends 

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

Direct Deposit 

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

Voluntary Tax Withholding 

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

Telephone Transactions and Related Liabilities 

Your account is automatically authorized to have telephone transaction 
privileges unless you indicate otherwise on your Account Application or by 
writing to PSC. You may sell or exchange your Fund shares by telephone by 
calling 1-800-225-6292 between 8:00 a.m. and 8:00 p.m. Eastern Time on 
weekdays. See "Share Price" for more information. To confirm that each 
transaction instruction received by telephone is genuine, the Fund will 
record each telephone transaction, require the caller to provide the personal 
identification number (PIN) for the account and send you a written 
confirmation of each telephone transaction. Different procedures may apply to 
accounts that are registered to non-U.S. citizens or that are held in the 
name of an institution or in the name of an investment broker-dealer or other 
third-party. If reasonable procedures, such as those described above, are not 
followed, the Fund may be liable for any loss due to unauthorized or 
fraudulent instructions. The Fund may implement other procedures from time to 
time. In all other cases, neither the Fund, PSC or PFD will be responsible 
for the authenticity of instructions received by telephone; therefore, you 
bear the risk of loss for unauthorized or fraudulent telephone transactions. 

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

Retirement Plans 

You should contact the Retirement Plans Department of PSC at 1-800-622-0176 
for information relating to retirement plans for businesses, age-weighted 
profit sharing plans, Simplified Employee Pension Plans, IRAs, and Section 
403(b) retirement plans for employees of certain non-profit organizations and 
public school systems, all of which are available in conjunction with 
investments in the Fund. The Account Application accompanying this Prospectus 
should not be used to establish any of these plans. Separate applications are 
required. 

Telecommunications Device for the Deaf (TDD) 

If you have a hearing disability and you own TDD keyboard equipment, you can 
call our TDD number toll-free at 1-800-225-1997, weekdays from 8:30 a.m. to 
5:30 p.m. Eastern Time, to contact our telephone representatives with 
questions about your account. 

Systematic Withdrawal Plans 

If your account has a total value of at least $10,000 you may establish a 
Systematic Withdrawal Plan ("SWP") providing for fixed payments at regular 
intervals. Withdrawals from Class B share accounts are limited to 10% of the 
value of the account at the time the plan is implemented. See "Waiver or 
Reduction of Contingent Deferred Sales Charge" for more information. Periodic 
checks of $50 or more will be sent to you, or any person designated by you, 
monthly or quarterly, and your periodic redemptions of shares may be taxable 
to you. Payments can be made either by check or electronic transfer to a bank 
account designated by you. If you direct that withdrawal checks be paid to 
another person after you have opened your account, a signature guarantee must 
accompany your instructions. Purchases of Class A shares of the Fund at a 
time when you have a SWP in effect may result in the payment of unnecessary 
sales charges and may therefore be disadvantageous. 

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

Reinstatement Privilege (Class A Shares Only) 

If you redeem all or part of your Class A shares of the Fund, you may 
reinvest all or part of the redemption proceeds without a sales charge in 
Class A shares of the Fund if you send a written request to PSC not more than 
90 days after your shares were redeemed. Your redemption proceeds will be 
reinvested at the next determined net asset value of the shares of the Fund 
in effect immediately after receipt of the written request for reinstatement. 
You may realize a gain or loss for federal income tax purposes as a result of 
the redemption, and special tax rules may apply if a reinvestment occurs. 
Subject to the provisions outlined under "How to Exchange Fund Shares" above, 
you may also reinvest in Class A shares of other Pioneer mutual funds; in 
this case you must meet the minimum investment requirements for each fund you 
enter. 

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

 The options and services available to shareholders, including the terms of 
the Exchange Privilege and the Pioneer Investomatic Plan, may be revised, 
suspended or 

 
terminated at any time by PFD or by the Fund. You may establish the services 
described in this section when you open your account. You may also establish 
or revise many of them on an existing account by completing an Account 
Options Form, which you may request by calling 1-800-225-6292. 

XIII. THE TRUST 

The Fund is a diversified series of the Trust, an open-end management 
investment company (commonly referred to as a mutual fund) organized as a 
Massachusetts business trust on April 7, 1990. The Trust has authorized an 
unlimited number of shares of beneficial interest. As an open-end management 
investment company, the Trust continuously offers its shares to the public 
and under normal conditions must redeem its shares upon the demand of any 
shareholder at the then current net asset value per share. See "How to Sell 
Fund Shares." The Trust is not required, and does not intend, to hold annual 
shareholder meetings, although special meetings may be called for the 
purposes of electing or removing Trustees, changing fundamental investment 
restrictions or approving a management contract. 

The shares of the Trust are divided into three series: Pioneer Capital Growth 
Fund, Pioneer Equity-Income Fund and the Fund (collectively, the "Funds"). 
The Trust reserves the right to create and issue additional series of shares 
in addition to the three Funds currently available. 

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

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

XIV. INVESTMENT RESULTS 

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

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

Other investments or savings vehicles and/or to unmanaged market indexes, 
indicators of economic activity or averages of mutual funds results may be 
cited or compared with the investment performance of the Fund. Rankings or 
listings by magazines, newspapers or independent statistical or rating 
services, such as Lipper Analytical Services, Inc., may also be referenced. 

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

APPENDIX 

This Appendix provides a brief description of certain investment techniques 
that the Fund may employ. For a more complete discussion of these and other 
practices, see "Investment Objective and Policies" in this Prospectus and 
"Investment Policies and Restrictions" in the Statement of Additional 
Information. 

Options on Securities Indices 

The Fund may purchase put and call options on indices that are based on 
securities in which it may invest to manage cash flow and to manage its 
exposure to foreign and domestic stocks or stock markets instead of, or in 
addition to, buying and selling stock. The Fund may also purchase options in 
order to hedge against risks of market-wide price fluctuations. 

The Fund may purchase put options in order to hedge against an anticipated 
decline in securities prices that might adversely affect the value of the 
Fund's portfolio securities. If the Fund purchases a put option on a 
securities index, the amount of the payment it would receive upon exercising 
the option would depend on the extent of any decline in the level of the 
securities index below the exercise price. Such payments would tend to offset 
a decline in the value of the Fund's portfolio securities. However, if the 
level of the securities index increases and remains above the exercise price 
while the put option is outstanding, the Fund will not be able to profitably 
exercise the option and will lose the amount of the premium and any 
transaction costs. Such loss may be partially offset by an increase in the 
value of the Fund's portfolio securities. 


 
The Fund may purchase call options on securities indices in order to remain 
fully invested in a particular stock market or to lock in a favorable price 
on securities that it intends to buy in the future. If the Fund purchases a 
call option on a securities index, the amount of the payment it receives upon 
exercising the option depends on the extent of an increase in the level of 
the securities index above the exercise price. Such payments would in effect 
allow the Fund to benefit from securities market appreciation even though it 
may not have had sufficient cash to purchase the underlying securities. Such 
payments may also offset increases in the price of securities that the Fund 
intends to purchase. If, however, the level of the securities index declines 
and remains below the exercise price while the call option is outstanding, 
the Fund will not be able to exercise the option profitably and will lose the 
amount of the premium and transaction costs. Such loss may be partially 
offset by a reduction in the price the Fund pays to buy additional securities 
for its portfolio. 

The Fund may sell an option it has purchased or a similar option prior to the 
expiration of the purchased option in order to close out its position in an 
option which it has purchased. The Fund may also allow options to expire 
unexercised, which would result in the loss of the premium paid. 

Forward Foreign Currency Exchange Contracts and Options on Foreign Currencies 

The Fund has the ability to hold a portion of its assets in foreign 
currencies and to enter into forward foreign currency contracts to facilitate 
settlement of foreign securities transactions or to protect against changes 
in foreign currency exchange rates. The Fund might sell a foreign currency on 
either a spot or forward basis to hedge against an anticipated decline in the 
dollar value of securities in its portfolio or securities it intends or has 
contracted to sell or to preserve the U.S. dollar value of dividends, 
interest or other amounts it expects to receive. Although this strategy could 
minimize the risk of loss due to a decline in the value of the hedged foreign 
currency, it could also limit any potential gain which might result from an 
increase in the value of the currency. Alternatively, the Fund might purchase 
a foreign currency or enter into a forward purchase contract for the currency 
to preserve the U.S. dollar price of securities it is authorized to purchase 
or has contracted to purchase. 

If the Fund enters into a forward contract to buy foreign currency, the Fund 
will be required to place cash or high grade liquid securities in a 
segregated account of the Fund maintained by the Fund's custodian in an 
amount equal to the value of the Fund's total assets committed to the 
consummation of the forward contract. 

The Fund may purchase put and call options on foreign currencies for the 
purpose of protecting against declines in the dollar value of foreign 
portfolio securities and against increases in the U.S. dollar cost of foreign 
securities to be acquired. The purchase of an option on a foreign currency 
may constitute an effective hedge against exchange rate fluctuations. 

Futures Contracts and Options on Futures Contracts 

To hedge against changes in securities prices, currency exchange rates or 
interest rates, the Fund may purchase and sell various kinds of futures 
contracts, and purchase and write call and put options on any of such futures 
contracts. The Fund may also enter into closing purchase and sale 
transactions with respect to any of such contracts and options. The futures 
contracts may be based on various stock and other securities indices, foreign 
currencies and other financial instruments and indices. The Fund will engage 
in futures and related options transactions for bona fide hedging purposes 
only. These transactions involve brokerage costs, require margin deposits 
and, in the case of contracts and options obligating the Fund to purchase 
currencies, require the Fund to segregate assets to cover such contracts and 
options. 

Limitations and Risks Associated with Transactions in Options, Futures 
Contracts and Forward Foreign Currency Exchange Contracts 

Transactions involving options on securities and securities indices, futures 
contracts and options on futures and forward foreign currency exchange 
contracts involve (1) liquidity risk that contractual positions cannot be 
easily closed out in the event of market changes or generally in the absence 
of a liquid secondary market, (2) correlation risk that changes in the value 
of hedging positions may not match the securities market and foreign currency 
fluctuations intended to be hedged and (3) market risk that an incorrect 
prediction of securities prices or exchange rates by the Fund's investment 
adviser may cause the Fund to perform less favorably than if such positions 
had not been entered. The Fund will purchase and sell options that are traded 
only in a regulated market which is open to the public. The use of options, 
futures contracts and forward foreign currency exchange contracts are highly 
specialized activities which involve investment techniques and risks that are 
different from those associated with ordinary portfolio transactions. The 
Fund may not enter into futures contracts and options on futures contracts 
for speculative purposes. The percent of the Fund's assets that may be 
subject to futures contracts and options on such contracts entered into for 
bona fide hedging purposes or in forward foreign currency exchange contracts 
is 100%. The loss that may be incurred by the Fund in entering into future 
contracts and written options thereon and forward foreign currency exchange 
contracts is potentially unlimited. The Fund may not invest more than 5% of 
its total assets in financial instruments that are used for non-hedging 
purposes and which have a leverage effect. 

The Fund's transactions in options, forward foreign currency exchange 
contracts, futures contracts and options on futures contracts may be limited 
by the requirements for qualification of the Fund as a regulated investment 
company for tax purposes. See "Tax Status" in the Statement of Additional 
Information. 


 
Pioneer 
Gold Shares 
60 State Street 
Boston, Massachusetts 02109 

OFFICERS 
JOHN F. COGAN, JR., Chairman and President 
DAVID D. TRIPPLE, Executive Vice President 
WILLIAM H. KEOUGH, Treasurer 
JOSEPH P. BARRI, Secretary 

PRINCIPAL UNDERWRITER 
PIONEER FUNDS DISTRIBUTOR, INC. 

INVESTMENT ADVISER 
PIONEERING MANAGEMENT CORPORATION 

CUSTODIAN 
BROWN BROTHERS HARRIMAN & CO. 

INDEPENDENT PUBLIC ACCOUNTANTS 
ARTHUR ANDERSEN LLP 

LEGAL COUNSEL 
HALE AND DORR 
0295-2312 
(C)Pioneer Funds Distributor, Inc. 

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

If you would like information on the following, please call . . . 
Existing and new accounts, prospectuses, 
applications and service forms and 
telephone transactions                             1-800-225-6292 
Automated fund yields, prices and 
account information                                1-800-225-4321 
Retirement plans                                   1-800-622-0176 
Toll-free fax                                      1-800-225-4240 
Telecommunications Device for the Deaf (TDD)       1-800-225-1997