November 1, 1995
SUPPLEMENT TO THE PROSPECTUSES FOR
PIONEER II dated January 27, 1995
PIONEER THREE dated January 27, 1995
PIONEER REAL ESTATE SHARES dated April 28, 1995
PIONEER AMERICA INCOME TRUST dated April 28, 1995
PIONEER INTERNATIONAL GROWTH FUND dated March 27,
1995 PIONEER TAX-FREE INCOME FUND dated April 28,1995
(revised June 19, 1995)
The caption set forth below is supplemented as follows:
How to Buy Fund Shares
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 in "Qualifying for
a Reduced Sales Charge") subject to a contingent deferred sales charge ("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: 1.00% on the first $5 million invested, 0.50% on
the next $45 million and 0.25% on the excess over $50 million. These commissions
will not be paid if the purchaser is affiliated with the broker-dealer or if the
purchase represents the reinvestment of a redemption made during the previous 12
calendar months. Broker-dealers who receive a commission in connection with
Class A share purchases at net asset value by 401(a) or 401(k) retirement plans
with 1,000 or more eligible participants or with at least $10 million in plan
assets will be required to return any commission paid or a pro rata portion
thereof if the retirement plan redeems its shares within 12 months of purchase.
See also "How to Sell Fund Shares."
1095-2882
(c) Pioneer Funds Distributor, Inc.
