PIONEER BOND FUND /MA/
497, 1995-04-04
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                                                            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.

<PAGE>


(PIONEER LOGO) 

Pioneer 
Bond Fund 

Class A and Class B Shares 
Prospectus 
October 28, 1994 

The investment objective of Pioneer Bond Fund (the "Fund") is to provide 
current income from a high quality portfolio with due regard to preservation 
of capital and prudent investment risk. Consistent therewith, the Fund also 
seeks to maintain dividend payments at a relatively stable level. At least 
85% of the Fund's total assets must be invested in debt securities issued or 
guaranteed by the U.S. Government or its agencies or instrumentalities, debt 
securities (including convertible securities) rated within the three highest 
grades by the major recognized bond services and comparably rated commercial 
paper and cash and cash equivalents. The Fund may invest the balance (up to 
15%) of its total assets in debt securities that are rated in the fourth 
highest grade by the major recognized bond services and in commercial paper 
that is of comparable quality. 

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 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 the 
information about the Fund that you should know before investing in the Fund. 
Please read and retain it for your future reference. More information about 
the Fund is included in the Statement of Additional Information (Part B of 
the Registration Statement), also dated October 28, 1994, which is 
incorporated into this Prospectus by reference. A copy of the Statement of 
Additional Information and the Fund's most recent Annual Report may be 
obtained free of charge by calling Shareholder Services at 1-800-225-6292 or 
by written request to the Fund at 60 State Street, Boston, Massachusetts 
02109. Other information about the Fund has been filed with the Securities 
and Exchange Commission (the "SEC") and is available upon request and without 
charge. 

        TABLE OF CONTENTS                                       PAGE 
I.      EXPENSE INFORMATION                                        2 
II.     FINANCIAL HIGHLIGHTS                                       3 
III.    INVESTMENT OBJECTIVES AND POLICIES                         4 
IV.     MANAGEMENT OF THE FUND                                     5 
V.      FUND SHARE ALTERNATIVES                                    6 
VI.     SHARE PRICE                                                6 
VII.    HOW TO BUY FUND SHARES                                     6 
         Class A Shares                                            7 
         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                                      12 
         Account and Confirmation Statements                      12 
         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                                         13 
         Telecommunications Device for the Deaf (TDD)             13 
         Systematic Withdrawal Plans                              13 
         Reinstatement Privilege (Class A Shares Only)            13 
XIII.   THE FUND                                                  13 
XIV.    INVESTMENT RESULTS                                        14 

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

                                       
<PAGE>
 
I. EXPENSE INFORMATION 
This table is designed to help you understand the charges and expenses that 
you, as a shareholder, will bear directly or indirectly when you invest in 
the Fund. The table reflects estimated annual operating expenses based upon 
actual expenses of the Class A and Class B shares for the fiscal year ended 
June 30, 1994. 

                                                    Class A         Class B 
Shareholder Transaction Expenses  
 Maximum Initial Sales Charge on 
    Purchases (as a percentage of 
    offering price)                                   4.50%(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 average net assets): 
 Management Fee                                       0.50%           0.50% 
 12b-1 Fees                                           0.21%           1.00% 
 Other Expenses                                       0.34%           0.42% 
Total Operating Expenses                              1.05%           1.92% 

(1) Purchases of $1,000,000 or more and certain purchases by participants in 
a group plan ("Group Plan") are not subject to an initial sales charge but 
may be subject to a contingent deferred sales charge as further described 
under "How to Buy Fund Shares." 

(2) Separate fees (currently $10 and $20, respectively) apply to domestic and 
international wire transfers of redemption proceeds. 

Example: 
You would pay the following dollar amounts 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               $55         $77          $100          $167 
Class B Shares 
 - Assuming complete 
   redemption at end of 
   period                    $60         $90          $124          $202* 
 - Assuming no 
   redemption                $20         $60          $104          $202* 

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

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

For further information regarding management fees, 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 Fund" 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 National 
Association of Securities Dealers Inc. Rules of Fair Practice. 

The maximum initial sales charge is reduced on purchases of specified amounts 
of Class A shares and the value of Class A 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 other publicly available mutual funds in the Pioneer 
complex. See "How to Exchange Fund Shares." 

                                      2 
<PAGE>
 
II. FINANCIAL HIGHLIGHTS 
The following information has been derived from financial statements 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 June 30, 1994 
appears in the Fund's Annual Report, which is incorporated by reference in 
the Statement of Additional Information. The Annual Report includes more 
information about the Fund's performance and is available free of charge by 
calling Shareholder Services at 1-800-225-6292. 

Pioneer Bond Fund 
Selected Data for a Class A Share Outstanding: 
<TABLE>
<CAPTION>
                                                              For the Year Ended June 30, 
                           1994       1993       1992       1991     1990      1989      1988      1987      1986      
1985 
<S>                      <C>        <C>        <C>        <C>       <C>      <C>       <C>       <C>       <C>        <C>
Net asset value, 
  beginning of period    $  9.810   $   9.37   $   8.99   $  8.92   $  9.18  $  9.04   $  9.22   $  9.62   $  9.25    $  
8.37 
Income from 
  investment 
  operations: 
 Net investment 
  income                 $  0.671   $  0.704   $  0.743   $ 0.788   $ 0.813  $ 0.812   $ 0.807   $ 0.827   $ 0.940    $ 
0.968 
 Net realized and 
  unrealized gain 
  (loss) on 
   investments             (0.773)     0.440      0.387     0.071    (0.268)   0.140    (0.179)   (0.397)    0.410      
0.912 
  Total income from 
    investment 
  operations             $ (0.102)  $  1.144   $  1.130   $ 0.859   $ 0.545  $ 0.952   $ 0.628   $ 0.430   $ 1.350    $ 
1.880 
Distribution to 
  shareholders from: 
 Net investment 
  income                   (0.668)    (0.704)    (0.750)   (0.789)   (0.805)  (0.812)   (0.808)   (0.830)   (0.980)    
(1.000) 
 Net realized capital 
  gains                        --         --         --        --        --       --        --        --        
- --         -- 
Net increase 
  (decrease) in net 
  asset value            $ (0.770)  $   0.44   $   0.38   $  0.07   $ (0.26) $  0.14   $ (0.18)  $ (0.40)  $  0.37    $  
0.88 
Net asset value, end 
  of period              $  9.040   $   9.81   $   9.37   $  8.99   $  8.92  $  9.18   $  9.04   $  9.22   $  9.62    $  
9.25 
Total return*               (1.26)%    12.67%     13.03%    10.13%     6.24%   11.17%     7.16%     4.57%    15.33%     
23.60% 
Ratio of net 
  operating expenses 
  to average net 
  assets**                   1.05%      1.10%      1.09%     1.02%     0.88%    0.86%     0.88%     0.86%     1.00%      
1.00% 
Ratio of net 
  investment income 
  to average net 
  assets**                   6.93%      7.37%      8.04%     8.82%     9.01%    8.99%     8.90%     8.45%    10.27%     
11.15% 
Portfolio turnover 
  rate                      39.00%     37.00%     17.00%    20.00%    34.00%   34.00%    20.00%    19.00%    27.00%     
26.00% 
Net assets, end of 
  period (in 
  thousands)             $106,659   $112,900   $102,503   $76,476   $74,137  $64,261   $53,090   $50,909   $29,923    
$18,394 
<FN>
 * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all dividends and 
   distributions, the complete redemption of the investment at net asset value at the end of each year, and no sales 
charges. 
   Total return would be reduced if sales charges were taken into account. 
** The selected per share data and ratios, for several years shown above, are net of fee reductions and, in some years, 
   expense limitations by PMC. Assuming no fee reductions or expense limitations, the ratios to average net assets would 
have 
   been: 

Operating expenses              @          @          @         @         @        @         @         @      1.19%      
1.29% 
Net investment income           @          @          @         @         @        @         @         @      9.55%     
10.33% 

@ No fee reductions or expense limitations in this period. 
</FN>
</TABLE>

                                      3 
<PAGE>
 
Pioneer Bond Fund 
Selected Data for a Class B Share Outstanding*** 

                                                       Period 
                                                       Ended 
                                                      June 30, 
                                                        1994 
Net asset value, beginning of period                  $ 9.230 
Income from investment operations: 
 Net investment income                                $ 0.143 
 Net realized and unrealized loss on 
   investments                                         (0.212) 
   Total loss from investment operations              $(0.069) 
Distributions to shareholders from: 
 Net investment income                                 (0.141) 
 Net realized capital gains                                -- 
Net decrease in net asset value                       $(0.210) 
Net asset value, end of period                        $ 9.020 
Total return*                                           (0.73)% 
Ratio of net operating expenses to average net 
  assets                                                 1.92%** 
Ratio of net investment income to average net 
  assets                                                 6.09%** 
Portfolio turnover rate                                    39%** 
Net assets, end of period (in thousands)              $ 1,212 

*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 net asset value at the end of each period. 

**Annualized. 

***Class B shares were publicly offered on April 4, 1994. 

III. INVESTMENT OBJECTIVES AND POLICIES 
The Fund's primary objective is to provide current income from a high-quality 
portfolio with due regard to preservation of capital and prudent investment 
risk. The Fund has a secondary objective of maintaining a relatively stable 
level of dividends; however, the level of dividends will be maintained only 
if consistent with preserving the high quality of the Fund's portfolio. 

At least 85% of the Fund's total assets must be invested in (a) debt 
securities issued or guaranteed by the U.S. Government or its agencies or 
instrumentalities, (b) investment-grade securities, that is, debt securities, 
including convertible securities, that are rated "A" or higher by the major 
recognized bond services (for a description of ratings see the Appendix to 
the Statement of Additional Information), and comparably rated commercial 
paper and (c) cash and cash equivalents (such as certificates of deposit, 
repurchase agreements maturing in one week or less and bankers' acceptances). 

The Fund may also invest up to 15% of its total assets in debt securities, 
including convertible securities, which are rated in the fourth highest grade 
by the major recognized bond services and commercial paper which is 
comparable. Securities in the fourth highest grade (i.e., rated Baa by 
Moody's Investor Services, Inc. or BBB by Standard & Poor's Ratings Group) 
are considered medium grade, neither highly protected nor poorly secured, 
with some elements of uncertainty over any great length of time and certain 
speculative characteristics as well. 

None of the Fund's portfolio may be invested in debt securities which are 
rated below the fourth highest grade or are unrated, except that the Fund may 
hold debt securities the ratings of which are reduced subsequent to purchase. 
The Fund may not invest in preferred or common stocks. 

The Fund may invest in the following mortgage-backed securities. 
Collateralized mortgage obligations (CMOs) are obligations fully 
collateralized by a portfolio of mortgages or mortgage-related securities. 
Payments of principal and interest on the mortgages are passed to a special 
purpose entity, then through to the holders of the CMOs on the same schedule 
as they are received, although certain classes of CMOs have priority over 
others with respect to the receipt of prepayments on the mortgages. 
Therefore, depending on the type of CMOs in which the Fund invests, the 
investment may be subject to a greater or lesser risk of prepayment than 
other types of mortgage-related securities. A real estate mortgage investment 
conduit ("REMIC") is a form of CMO that qualifies for special tax treatment 
under the Internal Revenue Code of 1986, as amended (the "Code"). The Fund 
may acquire "regular" interests in REMICs but does not intend, under current 
tax law, to acquire residual interests in REMICs. Mortgage-backed securities 
are derivative securities and provide for payments based on or derived from 
the performance of the underlying mortgage assets. Risks associated with 
mortgage-backed securities include the failure of a counter-party to meet its 
commitments, adverse interest rate changes and the effects of prepayments on 
mortgage cash flows. When interest rates decline, the value of an investment 
in debt obligations can be expected to rise. Conversely, when interest rates 
rise the value of an investment in debt obligations can be expected to 
decline. Like other debt obligations, when interest rates rise the value of a 
mortgage-backed security generally will decline; however, when interest 
rates are declining, the value of mortgage-backed securities with prepayment 
features may not increase as much as that of other debt obligations. 
Mortgage-backed securities may be less effective than traditional debt 
obligations of similar maturity at maintaining yields during periods of 
declining interest rates. 

Not more than 15% of the Fund's assets may be invested in foreign securities 
and not more than 5% of its total assets may be invested in foreign 
securities that are not listed on a recognized foreign or domestic exchange, 
provided that purchases of Canadian securities are not subject to the 
limitations in this paragraph. Investments in foreign securities may be 
subject to risks including, but not limited to, foreign taxes and 
restrictions, illiquidity and fluctuations in currency values. In addition, 
the financial information available on issuers of foreign debt securities is 
frequently not as accurate or complete as would be available for a comparable 
domestic issuer. See "Other Policies and Risks" in the Statement of 
Additional Information. 

The Fund's portfolio will be fully managed by purchasing and selling 
securities, as well as holding selected securities to maturity. The Fund's 
investment manager employs "cycle analysis" in the management of the Fund's 
portfolio. Cycle analysis is the process of managing the Fund's portfolio by 

                                      4 
<PAGE>
 
analyzing the business and credit cycles of the economy to identify and 
monitor trends in interest rates and to identify fixed-income securities with 
characteristics most likely to meet the Fund's objectives at given stages in 
the cycles. Relying on analysis of economic indicators, as well as price, 
yield and maturity data of individual securities, this process requires 
ongoing adjustments to the portfolio based on the relative values or 
maturities of individual debt securities or changes in the creditworthiness 
or overall investment merit of an issue. 

Any such change in the portfolio may result in increases or decreases in the 
Fund's current income available for distribution to shareholders and in its 
holding of debt securities which sell at moderate to substantial premiums or 
discounts from face value. If the Fund's expectations of changes in interest 
rates or its evaluation of the normal yield relationships between two 
securities prove to be incorrect, the Fund's income, net asset value and 
potential capital gain may be reduced or its potential capital loss may be 
increased. An increase in interest rates will generally reduce the value of 
portfolio investments (and, therefore, the net asset value of the shares of 
the Fund), and a decline in interest rates will generally increase their 
value. 

It is the policy of the Fund not to engage in trading for short-term profits. 
The Fund will engage in portfolio trading if it believes a transaction net of 
costs (including custodian's fees) will contribute to the achievement of its 
investment objective. 

The foregoing objectives and investment policies (other than the discussion 
of "cycle analysis") may not be changed without shareholder approval. 
Government securities include U.S. Treasury obligations such as bills, bonds 
and notes which principally differ in their interest rates, maturities and 
times of issuance, and obligations issued or guaranteed by U.S. Government 
agencies or instrumentalities supported by the full faith and credit of the 
U.S. Treasury (securities of the Government National Mortgage Association 
"GNMA"), the authority of the U.S. Government to purchase certain obligations 
of the issuer (securities of the Federal National Mortgage Association 
"FNMA"), the limited authority of the issuer to borrow from the U.S. Treasury 
(securities of the Student Loan Marketing Association) or only the credit of 
the issuer. No assurance can be given that the U.S. Government will provide 
financial support to U.S. Government agencies or instrumentalities in the 
future, other than as set forth above, since it is not legally obligated to 
do so. Interest payments of U.S. Treasury obligations are generally fixed. 
Other investment policies and restrictions on investment are described in the 
Statement of Additional Information, including a policy on lending portfolio 
securities. Since all investments are subject to inherent market risks and 
fluctuations in value due to earnings, economic conditions and other factors, 
the Fund, of course, cannot assure that its investment objectives will be 
achieved. 

IV. MANAGEMENT OF THE FUND 
The Fund's Board of Trustees has overall responsibility for management and 
supervision of the Fund. There are currently eight Trustees, six of whom are 
not "interested persons" of the Fund 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 Pioneering Management Corporation 
("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 background of each Trustee and executive officer of the Fund. 

All portfolios managed by PMC, including the Fund, are overseen by an 
Investment Committee (the "Committee"), which consists of PMC's most senior 
investment professionals. The Committee is chaired by Mr. David Tripple, 
PMC's President and Chief Investment Officer and Executive Vice President of 
the Fund. Mr. Tripple joined PMC in 1974 and has had general responsibility 
for PMC's investment operations and specific portfolio assignments for over 
five years. Day-to-day management of the Fund is the responsibility of Mr. 
Sherman B. Russ, Vice President of the Fund and Senior Vice President of PMC. 
Mr. Russ joined PMC in 1983. 

The Fund is managed under a contract with PMC. PMC serves as investment 
adviser to the Fund and is responsible for the overall management of the 
Fund's business affairs, subject only to the authority of the Board of 
Trustees. PMC is a wholly-owned subsidiary of The Pioneer Group, Inc. 
("PGI"), a Delaware corporation. Pioneer Funds Distributor, Inc. ("PFD"), a 
wholly-owned subsidiary of PGI, is the principal underwriter of shares of the 
Fund. 

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

Under the terms of its contract with the Fund, 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 ordinary operating 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 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 

                                      5 
<PAGE>
 
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 Fund who are not affiliated 
with or interested persons of PMC, the Fund (other than as Trustees), PGI or 
PFD; (k) the cost of preparing and printing share certificates; and (l) 
interest on borrowed money, if any. 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 the 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 0.50% per annum of the 
Fund's average daily net assets. The fee is normally computed daily and paid 
monthly. During the fiscal year ended June 30, 1994, the Fund incurred 
expenses of approximately $1,194,000, including management fees paid or 
payable to PMC of $571,000. 

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

VI. SHARE PRICE 
Shares of the Fund are sold at the public offering price, which is the net 
asset value per share plus 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 New York Stock Exchange (the "Exchange") is open, as of the 
close of regular trading on the Exchange. 

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 

                                      6 
<PAGE>
 
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 $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. 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 "Waiver or Reduction of Contingent Deferred 
Sales Charge." 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. 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. 

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 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 or 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 foregoing persons; (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 on the receipt by PFD of 
written notification of eligibility. Shares of the Fund may also be issued 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 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 

                                      7 
<PAGE>
 
payments during a quarter will be aggregated and deemed to have been made on 
the first day of that quarter. In processing redemptions of Class B shares, 
the Fund will first redeem shares not subject to any CDSC, and then shares 
held longest during the six-year period. As a result, you will pay the lowest 
possible CDSC. 

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

         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, 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 in effect and such an opinion is not 
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 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) 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); (c) the distribution is from a 401(a) or 401(k) 
retirement plan and is a return of excess employee deferrals or employee 
contributions; (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. 

                                      8 
<PAGE>
 
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. The Fund will repurchase only shares for which it has received payment 
and only upon the request of the registered owner or owner's duly authorized 
agent. 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 always sell your shares by delivering a written request 
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 per account 
per day 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 

                                      9 
<PAGE>
 
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 below 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 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 

                                      10 
<PAGE>
 
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 does not provide for the carryover of reimbursable expenses beyond 
twelve months from the time the Fund is first invoiced for an expense. The 
limited carryover provision in the Class A Plan may result in an expense 
invoiced to the Fund in one fiscal year being paid in the subsequent fiscal 
year and thus being treated for purposes of calculating the maximum 
expenditures of the Fund as having been incurred in the subsequent fiscal 
year. In the event of termination or non-continuance of the Class A Plan, the 
Fund has twelve months to reimburse any expense which it incurs prior to such 
termination or non-continuance, provided that payments by the Fund during 
such twelve-month period shall not exceed 0.25% of the Fund's average daily 
net assets during such period. 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 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% excise tax on 
a portion of its undistributed ordinary income and capital gains if it fails 
to meet certain distribution requirements with respect to each calendar year. 
The Fund intends to make distributions in a timely manner and accordingly 
does not expect to be subject to the excise tax. 

Each business day the Fund declares a dividend consisting of substantially 
all of its net investment income (earned interest income less expenses). 
Shares being purchased will begin earning dividends on the first business day 
following receipt of payment for purchased shares. Shares continue to earn 
dividends up to and including the date of redemption. Dividends are normally 
paid on the last business day of the month or shortly thereafter. 
Distributions from net 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. 

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 
below whether a shareholder takes them in cash or reinvests them in 
additional shares of the Fund. Information as to the tax status of 
distributions will be provided annually. See "Distribution Options" and 
"Directed Dividends." 

The Fund's dividends from its net investment income, including interest 
income, original issue discount, market discount, income from securities 
lending, and certain net realized foreign exchange gains, and from any net 
short-term capital gains realized by the Fund are taxable to shareholders as 
ordinary income under the Code. Dividends from the Fund's net long-term 
capital gains are taxable to shareholders as long-term capital gains under 
the Code, regardless of a shareholder's holding period for his Fund shares. 

Dividends and other distributions and the proceeds of redemptions, exchanges 
or repurchase of Fund shares paid to individuals and other non-exempt payees 
will be subject to a 31% federal backup withholding 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 such 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 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 federal 
income tax. It is possible that many states will exempt from personal income 
tax that portion of the Fund's dividends attributable to interest received by 
the Fund from certain U.S. Government obligations. Accordingly, the Fund will 
report annually to its shareholders the percentage of interest income earned 
from such securities during the preceding year. Shareholders 

                                      11 
<PAGE>
 
should consult their own tax adviser regarding this possibility and other tax 
consequences under 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 Shareholder Services, Pioneering 
Services Corporation, P.O. Box 9014, Boston, Massachusetts 02205-9014. Brown 
Brothers Harriman & Co. (the "Custodian") serves as the custodian of the 
Fund's securities and other assets. The principal business address of the 
mutual fund division of the Custodian is 40 Water Street, Boston, 
Massachusetts 02109. 

Account and Confirmation Statements 
PSC maintains an account for each shareholder and all transactions of the 
shareholder are recorded in this account. Confirmation statements showing the 
details of transactions are sent to shareholders quarterly for dividend 
reinvestment transactions and more frequently for other types of 
transactions. The Pioneer Combined Account Statement, mailed quarterly, is 
available to all 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 that 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 
Additions to a shareholder's account may be made 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 a shareholder's account, whether by check or 
through an Investomatic Plan, are invested in full and fractional shares of 
the Fund at the applicable offering price in effect as of the close of 
regular trading on the Exchange on the day of receipt. 

Automatic Investment Plans 
You may arrange for regular automatic investments of $50 or more through 
government/military allotments or through a Pioneer Investomatic Plan. A 
Pioneer Investomatic Plan provides for a monthly or quarterly investment by 
means of a preauthorized electronic funds transfer or draft drawn on a 
checking account. Investomatic Plan investments are voluntary, and you may 
discontinue the Plan 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 semi-annually. 
In January of each year the Fund will mail to you information about the tax 
status of dividends and distributions. 

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

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

Directed Dividends 
You may elect (in writing) to have the dividends paid by one Pioneer fund 
account invested in a second Pioneer fund. 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. 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 gain distributions paid from an account (before any reinvestment) and 
forward the amount withheld to the Internal Revenue Service as a credit 
against 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 indicated 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 

                                      12 
<PAGE>
 
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 
Interested persons should contact the Retirement Plans Department of PSC at 
1-800-622-0176 for information relating to retirement plans for business, 
age-weighted profit sharing plans, Simplified Employee Pension Plans, 
Individual Retirement Accounts (IRAs), Section 401(k) salary reduction plans 
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 Pioneer Mutual Funds Account 
Application accompanying this Prospectus should not be used to establish such 
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. You may also direct that withdrawal checks be paid to another person, 
although if you make this designation 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 commission 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 
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 certain other Pioneer mutual funds; in this case you must meet 
the minimum investment requirement for each fund you enter. The 90-day 
reinvestment 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 obtain by calling 1-800-225-6292. 

XIII. THE FUND 
The Fund is an open-end diversified management investment company (commonly 
referred to as a mutual fund) organized as a Massachusetts corporation on 
August 16, 1978 and reorganized as a Massachusetts business trust on December 
31, 1985. The Fund will recognize stock certificates representing shares of 
Pioneer Bond Fund, Inc. issued prior to its reorganization as a Massachusetts 
business trust as evidence of ownership of an equivalent number of shares of 
beneficial interest. Any shareholder desiring to surrender a stock 
certificate to the Fund for a share certificate representing an equivalent 
number of shares of beneficial interest may do so by making a written request 
for the exchange to PSC. The request must be accompanied by the surrendered 
stock certificate which must be endorsed on the back exactly in the manner as 
the certificate is registered. 

The Fund has authorized an unlimited number of shares of beneficial interest 
and the Trustees are authorized to create additional series of the Fund. The 
Fund is not required to hold annual 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 
Trustees have the authority, without further shareholder approval, to 
classify and reclassify the shares of the Fund, or any new series of the 
Fund, 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. 

                                      13 
<PAGE>
 
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. 

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 4.50%; for Class B 
shares the calculation reflects the deduction of any applicable contingent 
deferred sales charge. 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 fund 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. 

                                      14 
<PAGE>
 
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 

                                      15 
<PAGE>
 
Pioneer 
Bond Fund 
Class A and 
Class B Shares 
Prospectus 
October 28, 1994 

OFFICERS 
JOHN F. COGAN, JR., Chairman and President 
DAVID D. TRIPPLE, Executive Vice President 
SHERMAN B. RUSS, 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

0395-2128-2

(C)Pioneer Funds Distributor, Inc. 

                                       
<PAGE>
 
Pioneer Bond Fund 
60 State Street 
Boston, Massachusetts 02109 

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

INVESTMENT ADVISER 
PIONEERING MANAGEMENT CORPORATION 

PRINCIPAL UNDERWRITER 
PIONEER FUNDS DISTRIBUTOR, INC. 

CUSTODIAN 
BROWN BROTHERS HARRIMAN & CO. 

INDEPENDENT PUBLIC ACCOUNTANTS 
ARTHUR ANDERSEN LLP 

LEGAL COUNSEL 
HALE AND DORR 

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

0195-2128-1 
(C)Pioneer Funds Distributor, Inc. 


(PIONEER LOGO)

Pioneer 
Bond 
Fund 

Class A and 
Class B Shares 

Prospectus 
October 28, 1994 



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