PIONEER FUND /MA/, 485BPOS, 1995-04-21

PIONEER FUND /MA/
485BPOS, 1995-04-21

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File Nos. 2-25980 and 811-1466

As Filed With The Securities and Exchange Commission on April 21, 1995

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /

Pre-Effective Amendment No. ___ / /

Post-Effective Amendment No. 60 / X /

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

Amendment No. 26 / X /

(Check appropriate box or boxes)

PIONEER FUND
(Exact name of registrant as specified in charter)

60 State Street, Boston, Massachusetts 02109
(Address of principal executive office) Zip Code

Registrant's Telephone Number, including Area Code: (617) 742-7825

Joseph P. Barri, Hale and Dorr, 60 State Street, Boston, MA 02109
(Name and address of agent for service)

It is proposed that this filing will become effective (check appropriate box):

___ immediately upon filing pursuant to paragraph (b)

X on April 24, 1995 pursuant to paragraph (b)

___ 60 days after filing pursuant to paragraph (a)
___ on [date] pursuant to paragraph (a) of Rule 485

Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Section 24(f) of the Investment Company Act
of 1940. The Registrant filed the notice required by Rule 24f-2 for its most
recent fiscal year on February 27, 1995.

Page 1 of __ pages.
Exhibit Index is on Page __.

<PAGE>

PIONEER FUND

Cross-Reference Sheet Showing Location in Prospectus and Statement
of Additional Information of Information Required by Items of
the Registration Form

Location in Prospectus
or Statement of
Form N-1A Item Number and Caption Additional Information

1. Cover Page.............................. Prospectus - Cover Page

2. Synopsis................................ Prospectus - Expense
Information

3. Condensed Financial Information......... Prospectus - Statement of
Selected Per Share Data

4. General Description of Registrant....... Prospectus - Investment
Objectives and Policies;
Management of the Fund;
Information About Fund
Shares

5. Management of the Fund.................. Prospectus - Management
of the Fund

6. Capital Stock and Other Securities...... Prospectus - Investment
Objectives and Policies;
Information About Fund
Shares

7. Purchase of Securities Being Offered.... Prospectus - Information
About Fund Shares;
Distribution Plan;
Shareholder Services

8. Redemption or Repurchase................ Prospectus - Information
About Fund Shares;
Shareholder Services

9. Pending Legal Proceedings............... Not Applicable

10. Cover Page.............................. Statement of Additional
Information - Cover Page

11. Table of Contents....................... Statement of Additional
Information - Cover Page

12. General Information and History......... Statement of Additional
Information - Cover Page;
Certain Liabilities;
Description of Shares
<PAGE>

Location in Prospectus
or Statement of
Form N-1A Item Number and Caption Additional Information

13. Investment Objectives and Policies...... Statement of Additional
Information - Investment
Policies and Restrictions

14. Management of the Fund.................. Statement of Additional
Information - Management
of the Fund; Investment
Adviser

15. Control Persons and Principle
Holders of Securities................. Statement of Additional
Information - Management
of the Fund

16. Investment Advisory and Other
Services.............................. Statement of Additional
Information - Management
of the Fund; Investment
Advisor; Shareholder
Servicing/Transfer Agent;
Custodian; Independent
Public Accountants

17. Brokerage Allocation and Other
Practices............................. Statement of Additional
Information - Portfolio
Transactions

18. Capital Stock and Other Securities...... Statement of Additional
Information - Methods of
Accounting for Profits or
Losses from the Sale of
Securities; Description
of Shares; Certain
Liabilities

19. Purchase Redemption and Pricing of
Securities Being Offered.............. Statement of Additional
Information -
Determination of Net
Asset Value; Letter
Intention; Systematic
Withdrawal Plan

20. Tax Status.............................. Statement of Additional
Information - Tax Status

21. Underwriters............................ Statement of Additional
Information - Principal
Underwriter; Distribution
Plan
<PAGE>

Location in Prospectus
or Statement of
Form N-1A Item Number and Caption Additional Information

22. Calculation of Performance Data......... Statement of Additional
Information - Investment
Results

23. Financial Statements.................... Statement of Additional
Information - Cover Page

<PAGE>

[Pioneer logo]

Pioneer
Fund

Prospectus
April 24, 1995

The investment objectives of Pioneer Fund ("the Fund") are reasonable income
and growth of capital. The Fund seeks to achieve these objectives by investing
in a broad list of carefully selected, reasonably priced securities.

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 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), dated April 24, 1995, which is incorporated into this Prospectus by
reference. A copy of the Statement of Additional Information and the Fund's
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 3
IV. MANAGEMENT OF THE FUND 4
V. DISTRIBUTION PLAN 4
VI. INFORMATION ABOUT FUND SHARES 5
How to Purchase Shares 5
Net Asset Value and Pricing of Orders 6
Dividends, Distributions and Taxation 7
Redemptions and Repurchases 7
Redemption of Small Accounts 9
Description of Shares and Voting Rights 9
VII. SHAREHOLDER SERVICES 9
Account and Confirmation Statements 9
Additional Investments 9
Automatic Investment Plans 9
Financial Reports and Tax Information 9
Distribution Options 9
Directed Dividends 10
Direct Deposit 10
Voluntary Tax Withholding 10
Exchange Privilege 10
Telephone Transactions and Related Liabilities 10
Telecommunications Device for the Deaf (TDD) 10
Retirement Plans 11
Systematic Withdrawal Plans 11
Reinstatement Privilege 11
VIII. INVESTMENT RESULTS 11

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.

1
<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 expenses based on actual expenses for the
fiscal year ended December 31, 1994 expressed as a percentage of average net
assets of the Fund.

Shareholder Transaction Expenses:
Maximum Sales Charge on Purchases(1) 5.75%
Maximum Sales Charge on Reinvestment
of Dividends none
Deferred Sales Charge(1) none
Redemption Fee(2) none
Exchange Fee none
Annual Operating Expenses (as a percentage of average
net assets):
Management Fee 0.45%
12b-1 Fees 0.16%
Other Expenses (including accounting,
transfer agent and custody fees and
printing expenses) 0.33%
Total Operating Expenses 0.94%

(1) Purchases of $1,000,000 or more and purchases by participants in certain
group plans are not subject to an initial sales charge. A contingent deferred
sales charge of 1% may, however, be charged on redemptions by such accounts of
shares held less than one year, as further described under "Redemptions and
Repurchases."

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

Example:

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return and constant expenses, with or without redemption at the end of
each time period:

One Year Three Years Five Years Ten Years
$67 $86* $107* $166*

*These are cumulative totals; the average fees and expenses paid over a 10-year
period would be approximately $16.60 per year.

The example above assumes 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 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, see "Management of the Fund," "Distribution Plan" and
"How To Purchase Shares" in this Prospectus and "Management of the Fund" and
"Underwriting Agreement and Distribution Plan" 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 sales charge is reduced on purchases of specified amounts and the
value of shares owned in other Pioneer mutual funds is taken into account in
determining the applicable sales charge. See "How to Purchase Shares." No sales
charge is applied to exchanges of shares of the Fund for shares of other
publicly available Pioneer mutual funds. See "Exchange Privilege."

2
<PAGE>
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. Arthur Andersen LLP's report on the Fund's financial statements as
of December 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 Fund's 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 Fund
Financial Highlights for Each Share Outstanding throughout Each Year:
<TABLE>
<CAPTION>
Year Ended December 31,
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 year $23.25 $21.51 $20.24 $18.79 $ 23.28 $20.34 $18.48 $19.72 $23.13 $20.08
Income from
investment
operations--
Net
investment
income $ 0.49 $ 0.47 $ 0.50 $ 0.61 $ 0.67 $ 0.61 $ 0.63 $ 0.62 $ 0.56 $ 0.69
Net
realized
and
unrealized
gain
(loss) on
investments (0.63) 2.57 2.22 3.49 (3.10) 4.09 2.72 0.41 1.95 4.19
Total
income
(loss)
from
investment
operations $(0.14) $ 3.04 $ 2.72 $ 4.10 $ (2.43) $ 4.70 $ 3.35 $ 1.03 $ 2.51 $ 4.88
Distribution
to
shareholders
from--
Net
investment
income (0.49) (0.47) (0.50) (0.61) (0.67) (0.68) (0.62) (0.61) (0.67) (0.79)
Net
realized
capital
gains (1.30) (0.83) (0.95) (2.04) (1.39) (1.08) (0.87) (1.66) (5.25) (1.04)
Net
increase
(decrease)
in net
asset
value $(1.93) $ 1.74 $ 1.27 $ 1.45 $ (4.49) $ 2.94 $ 1.86 $(1.24) $(3.41) $ 3.05
Net asset
value,
end of
year $21.32 $23.25 $21.51 $20.24 $ 18.79 $23.28 $20.34 $18.48 $19.72 $23.13
Total
return* (0.57%) 14.23% 13.60% 22.76% (10.52%) 23.39% 18.33% 5.44% 11.49% 26.03%
Ratio of
net
operating
expenses
to
average
net
assets 0.94% 0.95% 0.98% 0.87% 0.78% 0.75% 0.76% 0.70% 0.70% 0.68%
Ratio of
net
investment
income to
average
net
assets 2.13% 2.04% 2.33% 2.87% 3.15% 2.60% 3.03% 2.75% 2.44% 3.24%
Portfolio
turnover
rate 20.00% 12.00% 13.00% 22.00% 17.00% 6.00% 11.00% 14.00% 31.00% 18.00%
Net assets,
end of
year
(in
thou-
sands) $2,011,051 $2,042,945 $1,786,031 $1,614,567 $1,395,520 $1,618,320 $1,409,755 $1,272,118 $1,302,120 $1,474,288
</TABLE>

*Assumes initial investment at net asset value at the beginning of each year,
reinvestment of all dividends and distributions, and the complete redemption of
the investment at the 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.

III. INVESTMENT OBJECTIVES AND POLICIES

The investment objectives of the Fund are reasonable income and growth of
capital. The Fund seeks these objectives by investing in a broad list of
carefully selected, reasonably priced securities rather than investing in
securities whose prices reflect a premium from their current market popularity.
Most of the Fund's assets are invested in common stocks and other equity
securities such as preferred stocks and securities convertible into common
stock, but the Fund may also invest in debt securities and cash equivalent
investments.

The largest portions of the Fund's portfolio are invested in securities that
have paid dividends within the preceding twelve months, but some non-income
producing securities are held for anticipated increases in value. Assets of the
Fund are substantially fully invested at all times because management avoids
speculating on broad changes in the level of the market.

Whenever the Fund wishes to obtain funds not otherwise available for the
purchase of an attractive security, it pursues the policy of selling that
security in its portfolio which seems the least attractive security owned. The
resulting rate of turnover of the portfolio is not considered an important
factor. The Fund does not purchase and sell securities for short-term profits;
however, securities are sold without regard to the time they have been held
whenever selling seems advisable.

The Fund may enter into repurchase agreements with banks, generally not
exceeding seven days. 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 obligation, valued daily. Collateral will be
held 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 write (sell) covered call options in standard contracts traded on
national securities exchanges or those which may be quoted on the Nasdaq
market, provided that it continues to own the securities covering each call
until the call has been exercised or has expired, or until the Fund has
purchased a closing call to offset the obligation to deliver securities for the
call it has written. The Fund does not expect

3
<PAGE>

to write (sell) covered call options with an aggregate market value exceeding
5% of the Fund's total assets in the foreseeable future. See the Statement of
Additional Information for information regarding the Fund's ability to write
(sell) covered call options.

The Fund may invest in foreign securities if purchases of such securities are
otherwise consistent with the fundamental policies of the Fund. As a matter of
practice, however, the Fund does not invest in foreign securities if there
appears to be a substantial risk to the issuer of such securities of
nationalization, confiscation or other national restrictions. In connection
with its investments in foreign securities and in order to protect itself
against uncertainty in future exchange rates, the Fund may engage in foreign
currency exchange transactions.

The foregoing objectives and policies may not be changed without shareholder
approval. Other investment policies and restrictions on investments are
described in the Statement of Additional Information including a policy on
lending portfolio securities. Among these other investment policies and
restrictions on investments, the Fund will not invest more than 5% of its net
assets in debt securities, including convertible securities, which are rated
less than investment grade or the equivalent. 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 of the Fund, six of
whom are not "interested persons" of the Fund as defined in the Investment
Company Act of 1940 (the "1940 Act"), as amended. 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 of
and general background information regarding each Trustee and executive officer
of the Fund.

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 Fund's Board of
Trustees. PMC is a wholly-owned subsidiary of The Pioneer Group, Inc. ("PGI"),
a Delaware corporation. PGI's indirect subsidiary, Pioneer Funds Distributor,
Inc. ("PFD"), is the principal underwriter of shares of the Fund.

Each domestic equity portfolio managed by PMC, including the Fund, is overseen
by the Domestic Equity Portfolio Management Committee, which consists of PMC's
most senior domestic equity professionals. The Committee is 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 over five years. Day-to-day management of the Fund has been the
responsibility of John A. Carey, Vice President of the Fund and PMC, for over
eight years. 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 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 office space relating to its services for
the Fund, with the exception of the following, which are paid by the Fund: (a)
taxes and other governmental charges, if any; (b) interest on borrowed money,
if any; (c) legal fees and expenses; (d) auditing fees; (e) insurance premiums;
(f) dues and fees for membership in trade associations; (g) fees and expenses
of registering and maintaining registrations by the Fund of its shares with the
SEC, individual states, territories and foreign jurisdictions and of preparing
reports to government agencies; (h) fees and expenses of Trustees not
affiliated with or interested persons of PMC; (i) fees and expenses of the
custodians, shareholder servicing, dividend disbursing and transfer agent; (j)
transfer taxes in connection with securities transactions for the account of
the Fund; (k) costs of reports to shareholders, shareholders' meetings and
Trustees' meetings; (l) the cost of certificates representing shares of the
Fund; (m) bookkeeping and appraisal charges; and (n) distribution fees in
accordance with the Plan of Distribution described below. The Fund also pays
all brokers' and underwriting commissions chargeable to the Fund in connection
with its portfolio transactions.

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 where 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 brokerage or research services or sells shares of the
Pioneer mutual funds. 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 up to $250 million, 0.48% of the next $50
million and 0.45% of the excess over $300 million. The fee is normally computed
daily and paid monthly. During the fiscal year ended December 31, 1994, the
Fund incurred expenses of approximately $19,421,000, including management fees
paid or payable to PMC of approximately $9,362,000.

John F. Cogan, Jr., Chairman and President of the Fund, Chairman of PFD, and
President and a Director of PGI and Chairman of PMC, owned approximately 15% of
the outstanding capital stock of PGI as of March 31, 1995.

V. DISTRIBUTION PLAN

The Fund has adopted a Plan of Distribution (the "Plan") in accordance with
Rule 12b-1 under the 1940 Act pursuant to which certain distribution fees are
paid to PFD. As required by Rule 12b-1, the Plan was approved by a majority of
the outstanding shares held by the shareholders of the Fund and by

4
<PAGE>
the Trustees, including a majority of the Trustees who are not "interested
persons" of the Fund.

Pursuant to the Plan, the Fund reimburses PFD for its actual expenditures to
finance any activity primarily intended to result in the sale of Fund shares or
to provide services to Fund shareholders, 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 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; (ii) reimbursement to PFD for its expenditures for
broker-dealer commissions and employee compensation on certain sales of the
Fund's shares with no initial sales charge (see "How to Purchase Shares"); and
(iii) reimbursement to PFD for expenses incurred in providing services to
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 Plan are accrued daily and may not
exceed 0.25% of average daily net assets. Distribution expenses of PFD are
expected to substantially exceed the distribution fees paid by the Fund in a
given year. The Plan does not provide for the carryover of reimbursable
expenses beyond 12 months from the time the Fund is first invoiced for an
expense. The limited carryover provision in the 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 Plan, the Fund has 12
months to reimburse any expense which it incurs prior to such termination or
non-continuance, provided that payments by the Fund during such 12-month period
shall not exceed 0.25% of the Fund's average net daily assets during such
period. The 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.

VI. INFORMATION ABOUT FUND SHARES

How to Purchase Shares

You may purchase shares of the Fund at the public offering price from any
securities broker-dealer having a sales agreement with PFD. The minimum initial
investment is $50. Separate minimum investment requirements apply to retirement
plans and to telephone and wire orders placed by broker-dealers; no sales
charge or minimum investment requirements apply to the reinvestment of
dividends or capital gains distributions.

The Fund has a minimum account requirement of $500. As a new purchaser, you
will be given at least 24 months from your initial purchase to increase the
value of the account to $500. See "Redemptions and Repurchases."

The public offering price is the net asset value per share next computed after
receipt of a purchase order, plus a sales charge as follows:

Dealer
Sales Charge as % 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 on purchases by certain group plans ("Group Plans"), but for such
investments a contingent deferred sales charge ("CDSC") of 1% is imposed in the
event of certain redemption transactions within one year of purchase. See
"Redemptions and Repurchases" below. 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 twelve
calendar months. Broker-dealers who receive a commission in connection with
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
"Redemptions and Repurchases." 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 shares through
such dealer. 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.

The schedule of sales charges above is applicable to purchases of shares of the
Fund by (i) an individual, (ii) an individual, 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 charge applicable to a current purchase of 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 current offering price) of shares of any of the
other Pioneer mutual funds previously purchased and then owned (except Class A
shares of Pioneer Money Market Trust), provided PFD is notified by such person
or his or her broker-dealer each time a

5
<PAGE>

purchase is made which would qualify. Pioneer mutual funds include all mutual
funds for which PFD serves as principal underwriter. For example, a person
investing $5,000 in the Fund who currently owns shares of other Pioneer mutual
funds with a value of $45,000 would pay a sales charge of 4.50% of the offering
price of the new investment.

Sales charges may also be reduced through an agreement to purchase a specified
quantity of 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 Account
Application as well as in the Statement of Additional Information.

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. Shares of the 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 providers to Program participants and (iv) the Program provides for
a matching contribution for each participant contribution. Information about
such arrangements is available from PFD.

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
only and may not be resold except through redemption or repurchase by or on
behalf of the Fund. The availability of this privilege depends 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.

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 mutual funds. Further details may
be obtained from PFD.

Net Asset Value and Pricing of Orders

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 the Fund is determined by dividing the value of its assets, less
liabilities, by the number of shares 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.

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 regular trading on 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 regular trading on 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 regular
trading on 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.

An order for shares received by a broker-dealer prior to the close of regular
trading on the Exchange (currently 4:00 p.m. Eastern Time) is confirmed at the
redemption price determined at the close of regular trading on the Exchange on
the day the order is received, provided the order is received by PFD 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 PFD's close of business. An order received by a
broker-dealer following the close of regular trading on the Exchange will be
confirmed at the offering price as of the close of regular trading on the
Exchange on the next trading day.

The Fund reserves the right in its sole discretion to withdraw all or any part
of the offering of shares when, in the

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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.

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% federal 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.

The Fund's policy is to pay to shareholders dividends from net investment
income, if any, quarterly during the months of March, June, September and
December and to make distributions from net long term capital gains, if any, in
December. Distributions from net short-term capital gains, if any, may be paid
with such dividends, and other distributions from income and/or 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. 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 distributions 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 distributions will be
provided to shareholders annually. For further information on the distribution
options available to shareholders, see "Distribution Options" and "Directed
Dividends" below.

Distributions by the Fund of dividend income it receives from U.S. domestic
corporations may qualify for the dividends-received deduction for corporate
shareholders, subject to certain 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 that 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.

Redemptions and Repurchases

Redemptions by Mail. As a shareholder, you have the right to offer your shares
for redemption by delivering to Pioneering Services Corporation ("PSC") a
written request for redemption in proper form, signed by all registered owners,
and your share certificates, if any, properly endorsed and in good order for
transfer. Redemptions will be made in cash at the net asset value per share
next determined following receipt by PSC of all necessary documents subject in
certain cases to the contingent deferred sales charge described below.

Good order means that there are no outstanding claims or requests to hold
redemptions on the account, any certificates are endorsed by the record
owner(s) exactly as the shares are registered and the signature(s) are
guaranteed by any of the following eligible guarantor institutions: (i) all
brokers, dealers, municipal securities dealers and/or brokers and government
securities dealers and/or brokers who are members of a clearing agency or whose
net capital exceeds $100,000; (ii) all banks; (iii) all credit unions; (iv) all
savings associations, including all savings and loan associations; (v) all
national securities exchanges, registered securities associations, and all
clearing agencies; and (vi) all trust companies. In addition, in some cases
(involving fiduciary or corporate transactions), good order may require the
furnishing of additional documents.

Signature guarantees may be waived for redemption requests of $50,000 or less,
provided that the record holder executes the redemption request, payment is
directed to the record holder at the address of record, and the address has not
changed in the previous 30 days. You cannot provide a signature guarantee by
facsimile ("fax"). Payment normally will be made within seven days after
receipt of these documents. The Fund reserves the right to withhold payment
until checks received in payment of shares purchased have cleared, which may
take up to 15 calendar days from the purchase date. For additional information
about the necessary documentation for redemption by mail, call PSC at
1-800-225-6292.

Redemption by Telephone or 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 Trans-

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<PAGE>
actions and Related Liabilities" below. Telephone redemptions will be priced as
described above.

Sales of Shares Through Broker-Dealers. For the convenience of shareholders,
the Fund has authorized PFD to act as its agent in the repurchase of shares of
the Fund from qualified broker-dealers. The Fund reserves the right to
terminate this procedure at any time. Offers to sell shares to the Fund may be
communicated to PFD by wire or telephone by broker-dealers for their customers.
The Fund's practice will be to repurchase shares offered to it at the net asset
value per share determined as of the close of business of the Exchange on the
day the offer for repurchase is received and accepted by the broker-dealer if
the offer is received by PFD before the close of business on that day.

A broker-dealer which receives an offer for repurchase is responsible for the
prompt transmittal of such offer to PFD. Payment of the repurchase proceeds
will be made in cash to the broker-dealer placing the order. Except for certain
large accounts subject to a CDSC (as described below), neither the Fund nor PFD
charges any fee or commission upon such repurchase which is then settled as an
ordinary transaction with the broker-dealer (which may charge the shareholder
for this service) delivering the shares repurchased. Payment will be made
within seven days of the receipt by PSC of valid instructions, including
validly endorsed certificates, if appropriate, in good order as described
above.

Additional Conditions of Redemption. 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 upon the market value of the portfolio at the time of
redemption or repurchase. Redemptions and repurchases are taxable transactions
to shareholders. Shareholders whose accounts are registered in the name of a
broker, dealer or other financial institution must contact a representative of
the institution holding the shares to arrange for a redemption.

Redemptions may be suspended or payment postponed during any period in which
any of the following conditions exists: 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.

Purchases of $1,000,000 or more, and purchases by participants in a Group Plan
which have not been subject to a sales charge, may be subject to a CDSC upon
redemption or repurchase. A CDSC is payable 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. In determining whether a CDSC is payable, and, if so, the amount of the
CDSC, it is assumed that shares purchased with reinvested dividend and capital
gain distributions and then such other shares which are held the longest will
be the first redeemed. Shares subject to the CDSC which are exchanged into
another Pioneer mutual fund will continue to be subject to the CDSC until the
original 12-month period expires. See "Exchange Privilege" for more
information. However, no CDSC is payable with respect to purchases of 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.

Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on 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 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); (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 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

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<PAGE>
made pursuant to the Fund's right to liquidate or involuntarily redeem shares
in a shareholder's account.

Redemption of Small Accounts

As a new shareholder, you have a minimum of 24 months (including the six months
following the mailing of the notice described below) to increase the value of
your account to $500 or more. If you hold shares of the Fund in an account with
a net asset value of less than $500 due to redemptions or exchanges or failure
to meet the initial minimum account requirement set forth above, 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 $500 within six months
of written notice by the Fund to you of the Fund's intention to redeem the
shares.

Description of Shares and Voting Rights

The Fund is an open-end diversified management investment company (commonly
referred to as a mutual fund) which was organized as a Delaware corporation in
1928 and reorganized as a Massachusetts corporation in 1967 and as a
Massachusetts business trust in 1985. The Fund has authorized an unlimited
number of shares of beneficial interest. As an open-end investment company, the
Fund 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 "Redemptions and Repurchases" above.

The Fund has only one class of shares, entitled shares of beneficial interest.
Each share represents an equal proportionate interest in the Fund with each
other share. Shareholders are entitled to one vote for each share held and may
vote in the election and removal of Trustees and on other matters submitted to
shareholders. Shares have no preemptive or conversion rights. Shares are
fully-paid and, except as set forth in the Statement of Additional Information,
non-assessable. Upon liquidation of the Fund, the Fund's shareholders would be
entitled to share pro rata in the Fund's net assets available for distribution.
Shares will remain on deposit with PSC and certificates will not be issued
unless requested. Certificates for fractional shares will not be issued. The
Fund reserves the right to charge a fee for the issuance of certificates.

The Fund reserves the right to create and issue additional series of shares, in
which case the shares of each series would participate equally in the earnings,
dividends and assets of the particular series. Shares of each series would be
entitled to vote separately to approve investment advisory agreements or
changes in investment restrictions, but shares of all series would be entitled
to vote together in the election or selection of Trustees and accountants.

VII. 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 custodian of the Fund's portfolio securities. 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 as transactions occur, except
Automatic Investment Plan transactions which are confirmed quarterly. 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 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, newsletters and other informational
mailings.

Additional Investments

You may add to your account by sending a check ($50 minimum) to PSC (account
number 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 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 draft drawn on a checking account. Pioneer
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 you information about the tax status
of dividends and other 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 available options are (a) dividends in cash and capital gains
distributions in additional shares; and (b) all dividends and 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
options may be made by written request to PSC.

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<PAGE>
Directed Dividends

You may elect (in writing) to have the dividends paid by one Pioneer fund
account invested in a second Pioneer mutual fund account. The value of this
second account must be at least $1,000 ($500 for the 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 distribution paid from your account (before any reinvestment) and forward
the amount withheld to the Internal Revenue Service as a credit against your
federal income taxes. This option is not available for retirement plan accounts
or for accounts subject to backup withholding.

Exchange Privilege

Exchanges must be at least $1,000. You may exchange your shares of the Fund at
net asset value, without a sales charge, for shares of other Pioneer mutual
funds which do not offer different classes of shares or for the Class A shares
of those Pioneer mutual funds that offer more than one class of shares. There
are currently no fees or sales charges on such an exchange. An exchange of
shares may be made only in states where legally permitted.

A new Pioneer account opened through an exchange must have a registration
identical to that on the original account. PSC will process exchanges only
after receiving an exchange request in proper form.

Written Exchanges. If the exchange request is in writing, it must be signed by
all record owner(s) exactly as the shares are registered. If your original
account includes a Pioneer Investomatic or Systematic Withdrawal Plan and you
open a new account by exchange, you should specify whether the plans should
continue in your new account or remain with your original account.

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.

Automatic Exchange. You may automatically exchange shares from one Pioneer
account to another Pioneer account on a regular schedule, either monthly or
quarterly. The accounts must have identical registrations and the originating
account must have a minimum balance of $5,000. The exchange will occur on the
18th day of each month.

If an exchange request is received by PSC before 4:00 p.m. Eastern Time (or
before the time that the Exchange closes for regular trading on that day, if
different), the exchange will be effective on that day if the requirements
above have been met. If the exchange request is received after this time, the
exchange will be effective on the following business day.

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. For federal and (generally) state income tax purposes, an exchange
represents a sale of the shares 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.

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.

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 "Net Asset Value and Pricing of Orders," "Redemptions and
Repurchases" and "Exchange Privilege" for more information. To confirm that
each transaction instruction received by telephone is genuine, PSC 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.

Telecommunications Device for the Deaf (TDD)

If you have a hearing disability and your 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.

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Retirement Plans

You should contact the Retirement Plans Department of PSC at 1-800-622-0176 for
information on retirement plans for businesses, Simplified Employee Pensions
Plans, Individual Retirement Accounts (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.

Systematic Withdrawal Plans

If your account has a total value of at least $10,000, you may establish a
Systematic Withdrawal Plan providing for fixed payments at regular intervals.
Periodic checks of $50 or more will be sent to 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 shares of the Fund at a time when you
have a Systematic Withdrawal Plan 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

If you redeem all or part of your shares of the Fund, you may reinvest all or
part of the redemption proceeds without a sales commission in 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 reinstatement occurs. Subject to the provisions outlined under
"Exchange Privilege" above, you may also reinvest in any other Pioneer mutual
funds; in this case you must meet the minimum investment requirement 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 filling out an
Account Options Form, which you may request by calling 1-800-225-6292.

VIII. INVESTMENT RESULTS

The Fund may include in advertisements, and furnish to existing or prospective
shareholders, information concerning the average annual total return on an
investment in the Fund for a designated period of time. Whenever this
information is provided, it includes a standardized calculation of average
annual total return computed by determining the average annual compounded rate
of return that would cause a hypothetical investment (after deduction of the
maximum sales charge) made on the first day of the designated period (assuming
all dividends and distributions are reinvested) to equal the resulting net
asset value of such hypothetical investment on the last day of the designated
period. The periods illustrated would normally include one, five and ten years.
These standardized calculations do not reflect the impact of federal or state
income taxes.

The foregoing computation method is prescribed for advertising and other
communications subject to SEC Rule 482. Communications not subject to this rule
may contain one or more additional measures of investment results, computation
methods 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. 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 ratings services, such
as Lipper Analytical Services, Inc. or Ibbotson Associates, 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. Therefore, any prior investment results of the Fund should not be
considered representative of what an investment in the Fund may earn in any
future period. These factors and possible differences in the methods used in
calculating investment results should be considered when comparing performance
information regarding the Fund to information published for other investment
companies, investment vehicles, and unmanaged indexes. The Fund's investment
results should also be considered relative to the risks associated with the
Fund's investment objectives and policies.

For further information about the calculation methods used for computing the
Fund's investment results, see the Statement of Additional Information.

11
<PAGE>
[Pioneer logo]

Pioneer
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

0495-2451

PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.

SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 742-7825

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

<PAGE>

PIONEER FUND
60 STATE STREET
BOSTON, MASSACHUSETTS 02109

STATEMENT OF ADDITIONAL INFORMATION

April 24, 1995

This Statement of Additional Information (Part B of the
Registration Statement) is not a Prospectus, but should be read in
conjunction with the Prospectus dated April 24, 1995 of Pioneer Fund. A
copy of the Prospectus can be obtained free of charge by calling
Shareholder Services at 1-800-225-6292 or by written request to Pioneer
Fund at 60 State Street, Boston, Massachusetts 02109. The most recent
Annual Report to Shareholders is attached to this Statement of
Additional Information and is incorporated into this Statement of
Additional Information by reference.

TABLE OF CONTENTS

Page

1. Investment Policies and Restrictions................. 2
2. Management of the Fund............................... 8
3. Investment Adviser................................... 12
4. Shareholder Servicing/Transfer Agent................. 13
5. Custodian............................................ 13
6. Principal Underwriter................................ 13
7. Distribution Plan.................................... 14
8. Independent Public Accountants....................... 16
9. Portfolio Transactions............................... 16

10. Dividends and Tax Status............................. 18

11. Description of Shares................................ 22
12. Certain Liabilities.................................. 23
13. Determination of Net Asset Value..................... 23
14. Systematic Withdrawal Plan........................... 24
15. Letter of Intention.................................. 25
16. Investment Results................................... 25
Appendix.................................................. A-1
--------------------

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED
OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.

<PAGE>

1. INVESTMENT POLICIES AND RESTRICTIONS

The Prospectus of Pioneer Fund (the "Fund") identifies the
investment objectives and the principal investment policies of the
Fund. Other investment policies of the Fund are set forth below.

Lending of Portfolio Securities

In order to realize additional income, the Fund may lend its
portfolio securities, principally to broker-dealers, under agreements
which would require that the loans be secured continuously by cash
equivalents or United States ("U.S.") Treasury bills equal at all times
to at least the market value of the securities loaned. The Fund would
continue to receive interest or dividends on the securities loaned and
would also earn interest on the investment of the loan collateral. The
loan collateral would be invested only in U.S. Treasury notes,
certificates of deposit or other high-grade, short-term obligations or
interest-bearing cash equivalents. Although voting rights, or rights to
consent attendant to securities loaned, pass to the borrower, such
loans will be called so that the securities may be voted if a material
event affecting the investment is to occur.

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
Fund's Board of Trustees, which will monitor the creditworthiness of
any such firms. If the management of the Fund decides to make
securities loans, it is intended that the value of the securities
loaned by the Fund would not exceed 30% of the value of the Fund's
total assets. In the Fund's last fiscal year, it did not lend portfolio
securities with a value exceeding 5% of its net assets and, while it
reserves the right to do so, the Fund has no present intention of
lending portfolio securities with such a value during the coming year.

Covered Call Options

The Fund may write (sell) covered call options on certain
portfolio securities, but options may not be written on more than 25%
of the aggregate market value of any single portfolio security
(determined each time a call is sold as of the date of such sale). As
writers of a call option, the Fund receives a premium less commission,
and, in exchange, foregoes the opportunity to profit from increases in
the market value of the security covering the call above the sum of the
premium and the exercise price of the option during the life of the
option. The purchaser of such a call has the option of purchasing the
security from the Fund's portfolio at the option price during the life
of the option. Portfolio securities on which options may be written are
purchased

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<PAGE>

solely on the basis of investment considerations consistent with the
Fund's investment objectives. The security covering the call is
maintained in a segregated account of the Fund's custodian. The Fund
does not consider a security covered by a call option to be "pledged"
as that term is used in the Fund's policy which limits the pledging or
mortgaging of their assets.

The Fund will purchase a call option only when entering into a
"closing purchase transaction," i.e., a purchase of a call option on
the same security with the same exercise price and expiration date as a
"covered" call already written by the Fund. There is no assurance that
the Fund will be able to effect such closing purchase transactions at a
favorable price; if the Fund cannot enter into such a transaction it
may be required to hold a security that it might otherwise have sold.
The Fund's portfolio turnover may increase through the exercise of
options if the market price of the underlying securities appreciates
and the Fund has not entered into a closing purchase transaction. The
commission on purchase or sale of a call option is higher in relation
to the premium than the commission in relation to the price on purchase
or sale of the underlying security.

Foreign Securities

The Fund may invest a portion of its assets in foreign securities.
Investment in securities of foreign companies and countries involves
certain considerations and risks that are not typically associated with
investment in U.S. Government securities and securities of domestic
companies. Foreign companies are not generally subject to uniform
accounting, auditing and financial standards and requirements
comparable to those applicable to 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 and interest paid by foreign issuers may be subject
to withholding and other foreign taxes which may decrease the net
return on such investments as compared to interest paid to the Fund by
the U.S. Government or by domestic companies. In addition, there may be
the possibility of expropriations, confiscatory taxation, political,
economic or social instability or diplomatic developments which could
affect assets of the Fund held in foreign countries. The value of
foreign securities may be adversely affected by fluctuations in the
relative rates of exchange between the currencies of different nations
and by exchange control regulations. There may be less publicly
available information about foreign companies and governments compared
to reports and ratings published about U.S. companies. Some 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. In connection
with its investments in foreign securities and in order

-3-

<PAGE>

to protect against uncertainty in future exchange rates, the Fund may
engage in foreign currency exchange transactions.

Debt Securities

No more than 5% of the Fund's net assets may be invested in debt
securities, including convertible securities, rated below "BBB" by
Standard & Poor's Ratings Group ("Standard & Poor's") or the
equivalent. 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.

Bonds rated below "BBB" or comparable unrated securities are
commonly referred to as "junk bonds" and are considered speculative and
may be questionable as to principal and interest payments. In some
cases, such bonds may be highly speculative, have poor prospects for
reaching investment standing and be in default. As a result, investment
in such bonds will entail greater speculative risks than those
associated with investment in investment grade bonds (i.e., bonds rated
"BBB" or better by Standard & Poor's or, if unrated by such rating
organization, determined to be of comparable quality by the Fund's
investment adviser).

The amount of junk bond securities outstanding has proliferated in
conjunction with the increase in merger and acquisition and leveraged
buyout activity. An economic downturn could severely affect the ability
of highly leveraged issuers to service their debt obligations or to
repay their obligations upon maturity. Factors having an adverse impact
on the market value of lower quality securities will have an adverse
effect on the Fund's net asset value to the extent that it invests in
such securities. In addition, the Fund may incur additional expenses to
the extent it is required to seek recovery upon a default in payment of
principal or interest on its portfolio holdings.

The secondary market for junk bond securities, which is
concentrated in relatively few market makers, may not be as liquid as
the secondary market for more highly rated securities, a factor which
may have an adverse effect on the Fund's ability to dispose of a
particular security when necessary to meet its liquidity needs. Under
adverse market or economic conditions, the secondary market for junk
bond securities could contract further, independent of any specific
adverse changes in the condition of a particular issuer. As a result,
the Fund could find it more difficult to sell these securities or may
be able to sell the securities only at prices lower than if such
securities were widely traded. Prices realized upon the sale of such
lower rated or unrated securities, under these circumstances, may be
less than the prices used in calculating the Fund's net asset value.

-4-

<PAGE>

Certain proposed and recently enacted federal laws including the
required divestiture by federally insured savings and loan associations
of their investments in junk bonds and proposals designed to limit the
use, or tax and other advantages, of junk bond securities could
adversely affect the Fund's net asset value and investment practices.
Such proposals could also adversely affect the secondary market for
junk bond securities, the financial condition of issuers of these
securities and the value of outstanding junk bond securities. The form
of such proposed legislation and the possibility of such legislation
being passed are uncertain.

Since investors generally perceive that there are greater risks
associated with the medium to lower quality debt securities of the type
in which the Fund may invest a portion of its assets, the yields and
prices of such securities may tend to fluctuate more than those for
higher rated securities. In the lower quality segments of the debt
securities market, changes in perceptions of issuers' creditworthiness
tend to occur more frequently and in a more pronounced manner than do
changes in higher quality segments of the debt securities market,
resulting in greater yield and price volatility.

Medium to lower rated and comparable unrated debt securities tend
to offer higher yields than higher rated securities with the same
maturities because the historical financial condition of the issuers of
such securities may not have been as strong as that of other issuers.
Since medium to lower rated securities generally involve greater risks
of loss of income and principal than higher rated securities, investors
should consider carefully the relative risks associated with investment
in securities which carry medium to lower ratings and in comparable
unrated securities. In addition to the risk of default, there are the
related costs of recovery on defaulted issues. The Fund's investment
adviser will attempt to reduce these risks through portfolio
diversification and by analysis of each issuer and its ability to make
timely payments of income and principal, as well as broad economic
trends and corporate developments.

The prices of all debt securities generally fluctuate in response
to the general level of interest rates. Another factor which causes
fluctuations in the prices of debt securities is the supply and demand
for similarly rated securities. Fluctuations in the prices of portfolio
securities subsequent to their acquisition will not affect any cash
income from such securities but will be reflected in the Fund's net
asset value.

-5-

<PAGE>

Investment Restrictions

The restrictions set forth in the next sentence are fundamental
policies of the Fund which may not be changed without the affirmative
vote of the holders of a majority of the Fund's outstanding shares. As
used in the Prospectus and this Statement of Additional Information,
such approval means the approval of the lesser of (i) the holders of
67% or more of the shares represented at a meeting if the holders of
more than 50% of the outstanding shares are present in person or by
proxy, or (ii) the holders of more than 50% of the outstanding shares.

The Fund may not:

(1) purchase securities "on margin" or effect "short sales"
of securities;

(2) underwrite any issue of securities;

(3) acquire the securities of any other domestic or foreign
investment company or investment fund (except in connection with a plan
of merger or consolidation with or acquisition of substantially all the
assets of such other investment company); provided, however, that
nothing herein contained shall prevent the Fund from investing in the
securities issued by a real estate investment trust, provided that such
trust shall not be permitted to invest in real estate or interests in
real estate other than mortgages or other security interests;

(4) purchase securities of a company if the purchase would result
in the Fund having more than 5% of the value of its total assets
invested in securities of such company;

(5) purchase securities of a company if the purchase would result
in the Fund owning more than 10% of the outstanding voting securities
of such company;

(6) purchase securities for the purpose of controlling
management of other companies;

(7) invest in commodities, commodity contracts, or real
estate;

(8) purchase "investment letter" securities (i.e., securities that
must be registered under the Securities Act of 1933 before they may be
offered or sold to the public);

(9) purchase the securities of any enterprise which has a business
history of less than three years, including the operation of any
predecessor business to which it has succeeded;

-6-

<PAGE>

(10) purchase or retain the securities of any issuer if those
officers and Trustees of the Fund, their adviser or principal
underwriter, owning individually more than one-half of 1% of the
securities of such issuer, together own more than 5% of the securities
of such issuer;

(11) make loans, provided that (i) the purchase of publicly
distributed debt securities pursuant to the Fund's investment
objectives shall not be deemed loans for the purposes of this
restriction, (ii) loans of portfolio securities as described, from time
to time, under "Lending of Portfolio Securities" shall be made only in
accordance with the terms and conditions therein set forth and (iii) in
seeking a return on temporarily available cash, the Fund may engage in
repurchase transactions with banks maturing in one week or less and
involving obligations of the U.S. Government, its agencies or
instrumentalities;

(12) borrow money, except that, as a temporary measure for
extraordinary or emergency purposes and not for investment purposes,
the Fund may borrow from banks up to 10% of the value of their net
assets at the time of the borrowing; or

(13) guarantee the securities of any other company, or mortgage,
pledge, hypothecate, assign or otherwise encumber as security for
indebtedness its securities or receivables in an amount exceeding the
amount of the borrowing secured thereby. If the Fund borrows money as a
temporary measure, it must comply with restrictions on borrowing in the
Investment Company Act of 1940 whereby it has undertaken not to make
additional portfolio investments while such borrowing exceeds 5% of its
net assets.

It is the policy of the Fund not to concentrate its investments in
securities of companies in any particular industry or group of
industries. In the opinion of the staff of the Securities and Exchange
Commission ("SEC"), investments are concentrated in a particular
industry if such investments aggregate 25% or more of the Fund's total
assets. The Fund has agreed to abide by the foregoing non-fundamental
policy which it will not change without the affirmative vote of the
holders of a majority of the Fund's outstanding shares of beneficial
interest.

In addition, in connection with the offering of its shares in
various states and foreign countries, the Fund has agreed to abide by
certain additional restrictions which may not be changed without the
approval of the regulatory agencies in such states and foreign
countries (but which may be changed without notice to or approval of
the Fund's shareholders). These restrictions are that the Fund will
not: (1) purchase the securities of any issuer if such purchase would
result in the Fund owning more than 10% of any class of securities of
such issuer; (2) invest in uncovered puts or calls, or straddles,
spreads, or any combination thereof, or in oil, gas or other mineral
leases or exploration or development

-7-

<PAGE>

programs; (3) borrow in excess of 10% of gross assets taken at cost;
(4) pledge, mortgage, hypothecate or otherwise encumber any assets of
the Fund; (5) invest in foreign securities (exclusive of foreign
securities listed on recognized domestic or foreign securities
exchanges), together with other investments which are not readily
marketable, in excess of 5% of average net assets; and (6) invest more
than 5% of its total assets in warrants, valued at the lower of cost or
market, or more than 2% of its total assets in warrants, so valued,
which are not listed on either the New York or American Stock
Exchanges.

2. MANAGEMENT OF THE FUND

The Fund's Board of Trustees provides broad supervision over the
affairs of the Fund. The officers of the Fund are responsible for the
Fund's operations. The Trustees and executive officers of the Fund are
listed below, together with their principal occupations during the past
five years. An asterisk indicates those Trustees who are "interested
persons" of the Fund within the meaning of the Investment Company Act
of 1940, as amended (the "1940 Act").

JOHN F. COGAN, JR.*, President and Director of The
Chairman of the Board, Pioneer Group, Inc. ("PGI");
President and Trustee Chairman and Director of Pioneering
Management Corporation ("PMC"); Chairman
of the Board and Chief Executive Officer
of Pioneer Winthrop Advisers ("PWA")
(since 1993); Chairman of the Board of
Pioneer Funds Distributor, Inc. ("PFD");
Director of Pioneering Services
Corporation ("PSC") and Pioneer Capital
Corporation ("PCC"); President and
Director of Pioneer Plans Corporation
("PPC"); Chairman of the Board and
Director of Teberebie Goldfields
Limited; and Chairman and Partner, Hale
and Dorr (counsel to the Fund).

RICHARD H. EGDAHL, M.D., Professor of Management, Boston
Trustee University School of Management;
Boston University Health Professor of Public Health,
Policy Institute Boston University School of Public
53 Bay State Road Health; Professor of Surgery, Boston
Boston, Massachusetts University School of Medicine and
Boston University Health Policy
Institute; Director, Boston
University Medical Center; Executive
Vice President and Vice Chairman of
the Board, University Hospital;

-8-

<PAGE>

Academic Vice President for Health
Affairs, Boston University;
Director, Essex Investment
Management Company, Inc. (investment
adviser), Health Payment Review,
Inc. (health care containment
software firm), Mediplex Group, Inc.
(nursing care facilities firm), Peer
Review Analysis, Inc. (health care
utilization management firm) and
Springer-Verlag New York, Inc.
(publisher); Honorary Director,
Franciscan Children's Hospital.

MARGARET B.W. GRAHAM, Manager of Research Operations,
Trustee Xerox Palo Alto Research Center
The Keep (since September 1991); Professor of
Post Office Box 110 Operations Management and Management
Little Deer Isle, Maine of Technology, Boston University
School of Management ("BUSM"); Associate
Dean, BUSM, 1988 to 1990 and previously,
Associate Professor, Department of
Operations Management, BUSM.

JOHN W. KENDRICK, Professor Emeritus of Economics,
Trustee George Washington University;
6363 Waterway Drive Adjunct Scholar, American Enterprise
Falls Church, Virginia Institute.

MARGUERITE A. PIRET, President, Newbury, Piret & Company,
Trustee Inc. (a merchant banking firm).
One Boston Place,
Suite 2635
Boston, Massachusetts.

DAVID D. TRIPPLE*, Executive Vice President and
Trustee and Executive Director of PGI; Director of PFD,
Vice President Pioneer Investment Corp. ("PIC"),
Pioneer International Corp.
("PIntl."), PCC and Pioneer SBIC
Corporation; President, Chief
Investment Officer and a Director of
PMC.

STEPHEN K. WEST Partner, Sullivan & Cromwell (a law
Trustee firm).
125 Broad Street
New York, New York

-9-

<PAGE>

JOHN WINTHROP, President, John Winthrop & Co., Inc.
Trustee (a private investment firm);
One North Adgers Wharf Director of NUI Corp., Alliance
Charleston, South Carolina Capital Reserves, Alliance
Government Reserves and Alliance Tax
Exempt Reserves.

JOHN A. CAREY, Vice President, PMC.
Vice President

WILLIAM H. KEOUGH, Senior Vice President, Chief
Treasurer Financial Officer and Treasurer of
PGI; Treasurer of PFD, PMC, PSC, PCC and
Pioneer SBIC Corporation; and Treasurer
and Director of PPC.

JOSEPH P. BARRI, Secretary of PGI, PMC, PPC, PIC,
Secretary and PCC; Clerk of PFD and PSC and
Partner, Hale and Dorr (counsel to the
Fund).

ERIC W. RECKARD, Manager of Fund Accounting and
Assistant Treasurer Compliance for PMC (since 1994);
Manager of Auditing and Business
Analysis for PGI (until May, 1994).

ROBERT P. NAULT, General Counsel of PGI (since 1995);
Assistant Secretary formerly of Hale and Dorr (counsel
to the Fund) where he most recently
served as a junior partner.

The Fund's Declaration of Trust provides that the holders of
two-thirds of its outstanding shares may vote to remove a Trustee of
the Fund at any special meeting of shareholders. The business address
of all officers is 60 State Street, Boston, Massachusetts 02109.

Each of the above (except for Mr. Carey) is also an officer and/or
Trustee or Director of each Pioneer fund listed below.

All of the outstanding capital stock of PMC and PSC is owned by
PGI, a Delaware corporation. All of the outstanding capital stock of
PFD is indirectly owned by PGI. The table below lists all the Pioneer
mutual funds currently offered to the public and the investment
adviser and principal underwriter for each fund.

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<PAGE>

Investment Principal
Fund Name Adviser Underwriter

Pioneer Fund PMC PFD
Pioneer II PMC PFD
Pioneer Three PMC PFD
Pioneer Growth Shares PMC PFD
Pioneer Capital Growth Fund PMC PFD
Pioneer Equity-Income Fund PMC PFD
Pioneer Gold Shares PMC PFD
Pioneer Winthrop Real Estate Investment Fund * PFD
Pioneer Europe Fund PMC PFD
Pioneer International Growth Fund PMC PFD

Pioneer India Fund PMC PFD
Pioneer Emerging Markets Fund PMC PFD

Pioneer Bond Fund PMC PFD

Pioneer America Income Trust PMC PFD
Pioneer Short-Term Income Fund PMC PFD

Pioneer Income Fund PMC PFD
Pioneer Tax-Free Income Fund PMC PFD
Pioneer Intermediate Tax-Free Fund PMC PFD
Pioneer California Double Tax-Free Fund PMC PFD
Pioneer New York Triple Tax-Free Fund PMC PFD
Pioneer Massachusetts Double Tax-Free Fund PMC PFD
Pioneer Cash Reserves Fund PMC **
Pioneer U.S. Government Money Fund PMC **
Pioneer Tax-Free Money Fund PMC **
Pioneer Interest Shares, Inc. PMC ***

Pioneer Variable Contracts Trust PMC PFD

* Pioneer Winthrop Advisers is the investment adviser for this fund.
PMC and Winthrop Advisers Limited Partnership serve as subadvisers
for this fund.
** This fund distributes its shares.

*** This fund is a closed-end fund.
**** This Trust consists of seven separate portfolios designed to
provide investment vehicles for the variable annuity and variable
life insurance contracts of various insurance companies or for
certain qualified pension plans.

PMC, the Trust's investment adviser, also manages the investments
of certain institutional private accounts. Messrs. Cogan, Tripple,
Keough and Barri, officers and/or Trustees of the Fund, are also
officers and/or directors of PFD, PMC, PSC (except Mr. Tripple) and
PGI. To the knowledge of the Fund, no officer or Trustee of the Fund
owned 5% or more of the issued and outstanding shares of PGI as of the
date of this Statement of Additional Information, except Mr. Cogan who
then owned approximately 15% of such shares. As of the date of this
Statement of Additional Information, the Trustees and officers of the
Fund owned less than 1% of the outstanding securities of the Fund.

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<PAGE>

Compensation of Officers and Trustees

The Fund pays no salaries or compensation to any of its officers.
The Fund pays an annual trustees' fee of $5,000 and a payment of $300
plus expenses per meeting attended, to each Trustee who is not
affiliated with PMC, PFD or PSC and pays an annual trustees' fee of
$500 plus expenses to each Trustee affiliated with PMC, PFD or PSC. Any
such fees and expenses paid to affiliates or interested persons of PMC,
PFD or PSC are reimbursed to the Fund under its management contract.

The following table sets forth certain information with respect to
the compensation of each Trustee of the Fund for the year ended
December 31, 1994:

Pension or
Aggregate Retirement Total Compensation
Compensation Benefits Accrued from Fund and
from the as Part of Pioneer Family
Name of Trustee Fund Fund's Expenses of Funds

<S> <C> <C> <C>
John F. Cogan, Jr. $ 500 $0 $ 500
David D. Tripple $ 500 $0 $ 500
Richard H. Egdahl, M.D. $ 8,300 $0 $ 55,650
Margaret B.W. Graham $ 8,300 $0 $ 55,650
John W. Kendrick $ 8,300 $0 $ 55,650
Marguerite A. Piret $ 9,550 $0 $ 66,650
Stephen K. West $ 9,300 $0 $ 63,650
John Winthrop $ 9,300 $0 $ 63,650
Total: $54,050 $361,900
</TABLE>

3. INVESTMENT ADVISER

The Fund has contracted with PMC, 60 State Street, Boston,
Massachusetts, to act as its investment adviser. 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, subject to the right of
the Fund's trustees to disapprove any such purchase or sale. The term
of the contract is one year, but it is renewable annually by vote of a
majority of the Board of Trustees of the Fund (including a majority of
the Trustees who are not parties to the contract or interested persons
of any such parties) cast in person at a meeting called for the purpose
of voting on such renewal. The contract terminates if assigned and may
be terminated without penalty by either party by vote of its Board of
Directors or Trustees or vote of a majority of its outstanding
securities and the giving of sixty days' written notice. The management
contract was approved by the shareholders of the Fund at a meeting of
shareholders held on October 12, 1990. As compensation for its
management services and expenses incurred, PMC receives 0.50% per annum
of the Fund's average daily net assets up to $250,000,000, 0.48% of
such assets between

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<PAGE>

$250,000,000 and $300,000,000, and 0.45% of such assets in excess
of $300,000,000. The fee is computed daily and paid monthly.

During its fiscal years ended December 31, 1994, 1993 and 1992,
the Fund paid or owed management fees to PMC of approximately
$9,362,000, $8,774,000 and $7,734,000, respectively.

4. SHAREHOLDER SERVICING/TRANSFER AGENT

The Fund has contracted with Pioneering Services Corporation
("PSC"), 60 State Street, Boston, Massachusetts, to act as its dividend
disbursing agent and transfer agent. This contract terminates if
assigned and may be terminated without penalty by either party by vote
of its Board of Directors or Trustees or a majority of its outstanding
voting securities and the giving of sixty days' written notice.

Under the terms of its contract with the Fund, PSC services
shareholder accounts, and its duties include: (i) processing sales,
redemptions and exchanges of Fund shares; (ii) distributing dividends
and capital gains associated with Fund accounts; and (iii) maintaining
account records and responding to shareholder inquiries.

PSC receives an annual fee of $22.00 per shareholder account from
the Fund as compensation for the services described above. This fee is
set at an amount determined by vote of a majority of the Fund's
Trustees (including a majority of the Trustees who are not parties to
the contract with PSC or interested persons of any such parties) to be
comparable to fees for such services being paid by other investment
companies.

5. CUSTODIAN

Brown Brothers Harriman & Co. (the "Custodian") is the custodian
of the Fund's assets. The Custodian's responsibilities include
safekeeping and controlling the Fund's cash and securities, handling
the receipt and delivery of securities, and collecting interest and
dividends on the Fund's investments. The Custodian does not determine
the investment policies of the Fund or decide which securities the Fund
will buy or sell. The Fund may, however, invest in securities,
including repurchase agreements, issued by the Custodian and may deal
with the Custodian as principal in securities transactions. Portfolio
securities may be deposited into the Federal Reserve-Treasury
Department Book Entry System or the Depository Trust Company.

6. PRINCIPAL UNDERWRITER

PFD, 60 State Street, Boston, Massachusetts, serves as the
principal underwriter for the Fund in connection with the continuous
offering of its shares. The Fund has entered into an

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<PAGE>

Underwriting Agreement with PFD. The Underwriting Agreement will
continue from year to year if annually approved by the Trustees in
conjunction with the continuance of the Plan (as defined below). The
Underwriting Agreement provides that PFD will bear the distribution
expenses of the Fund not borne by the Fund. During the Fund's 1994,
1993 and 1992 fiscal years, net underwriting commissions retained by
PFD were approximately $990,413, $880,000 and $831,000, respectively.
Commissions reallowed to dealers for the 1994, 1993 and 1992 fiscal
years were approximately $6,589,413, $7,303,666 and $5,595,989,
respectively.

PFD bears all expenses it incurs in providing services under the
Underwriting Agreement. Such expenses include compensation to its
employees and representatives and to securities dealers for
distribution related services performed for the Fund. PFD also pays
certain expenses in connection with the distribution of the Fund's
shares, including the cost of preparing, printing and distributing
advertising or promotional materials, and the cost of printing and
distributing prospectuses and supplements to prospective shareholders.
The Fund bears the cost of registering its shares under federal, state
and foreign securities law. The Fund and PFD have agreed to indemnify
each other against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. Under the Underwriting Agreement,
PFD will use its best efforts in rendering services to the Fund.

The Fund will not generally issue Fund shares for consideration
other than cash. At the Fund's sole discretion, however, it may issue
Fund shares for consideration other than cash in connection with an
acquisition of portfolio securities (other than municipal debt
securities issued by state political subdivisions or their agencies or
instrumentalities) pursuant to a bona fide purchase of assets, merger
or other reorganization provided (i) the securities meet the investment
objectives and policies of the Fund; (ii) the securities are acquired
by the Fund for investment and not for resale; (iii) the securities are
not restricted as to transfer either by law or liquidity of market; and
(iv) the securities have a value which is readily ascertainable (and
not established only by evaluation procedures) as evidenced by a
listing on the American Stock Exchange or the New York Stock Exchange,
or by quotation under the NASD Automated Quotation System. An exchange
of securities for Fund shares will generally be a taxable transaction
to the shareholder.

7. DISTRIBUTION PLAN

The Fund has adopted a plan of distribution pursuant to Rule 12b-1
under the 1940 Act (the "Plan") pursuant to which the Fund may
reimburse PFD for its expenditures in financing any activity primarily
intended to result in the sale of the shares of the Fund. Certain
categories of such expenditures have been approved by the Board of
Trustees and are set forth in the

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<PAGE>

Prospectus. See "Distribution Plan" in the Prospectus. The expenses of
the Fund pursuant to the Plan are accrued on a fiscal year basis and
may not exceed the annual rate of 0.25% of the Fund's average annual
net assets. In accordance with the terms of the Plan, PFD provides to
the Fund for review by the Trustees a quarterly written report of the
amounts expended under the Plan and the purpose for which such
expenditures were made. In the Trustees' quarterly review of the Plan,
they will consider its continued appropriateness and the level of
compensation it provides.

No interested person of the Fund, nor any Trustee of the Fund who
is not an interested person of the Fund, has any direct or indirect
financial interest in the operation of the Plan except to the extent
that PFD and certain of its employees may be deemed to have such an
interest as a result of receiving a portion of the amounts expended
under the Plan by the Fund and except to the extent certain officers
may have an interest in PFD's ultimate parent, PGI.

The Plan was adopted by a majority vote of the Board of Trustees,
including all of the Trustees who are not, and were not at the time
they voted, interested persons of the Fund, as defined in the 1940 Act
(none of whom had or had any direct or indirect financial interest in
the operation of the Plan), cast in person at a meeting called for the
purpose of voting on the Plan. In approving the Plan, the Trustees
identified and considered a number of potential benefits which the Plan
may provide. The Board of Trustees believes that there is a reasonable
likelihood that the Plan will benefit the Fund and its current and
future shareholders. Under its terms, the Plan remains in effect from
year to year provided such continuance is approved annually by vote of
the Trustees in the manner described above. The 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, and material amendments of
the Plan must also be approved by the Trustees in the manner described
above. The Plan may be terminated at any time, without payment of any
penalty, by vote of the majority of the Trustees who are not interested
persons of the Fund and have no direct or indirect financial interest
in the operations of the Plan, or by a vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act).
The Plan was approved at a meeting of shareholders held on October 15,
1991. The Plan will automatically terminate in the event of its
assignment (as defined in the 1940 Act).

During the fiscal year ended December 31, 1994, the Fund incurred
total distribution fees pursuant to the Plan of $3,361,000.
Distribution fees were paid by the Fund to PFD in reimbursement of
expenses related to services, shareholder accounts and to compensating
dealers and sales personnel.

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<PAGE>

8. INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP are the Fund's independent public accountants,
providing audit services, tax return review, and assistance and
consultation with respect to the preparation of filings with the
Securities and Exchange Commission.

9. PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are
placed on behalf of the Fund by PMC pursuant to authority contained in
the management contract (subject to the right of the Trustees to
reverse any such transaction). The primary consideration in placing
portfolio security transactions is execution at the most favorable
prices. Additionally, in selecting brokers or dealers, PMC will
consider various relevant factors, including, but not limited to, the
size and type of the transaction; the nature and character of the
markets for the security to be purchased or sold; the execution
efficiency, settlement capability, and financial condition of the
dealer; the dealer's execution services rendered on a continuing basis;
and the reasonableness of any dealer spreads.

In circumstances where two or more broker-dealers are in a
position to offer comparable prices and execution, dealers may be
selected who provide brokerage and/or research services to the Fund
and/or other investment companies managed by PMC, or who sell shares of
the Fund. In addition, if PMC determines in good faith that the amount
of commissions charged by a broker is reasonable in relation to the
value of the brokerage and research services provided by such broker,
the Fund may pay commissions to such broker in an amount greater than
the amount another firm may charge. Brokerage and research services may
include advice concerning the value of securities; the advisability of
investing in, purchasing or selling securities; the availability of
securities or the purchasers or sellers of securities; providing stock
price quotation services; furnishing analyses, electronic information
services, manuals and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy,
performance of accounts, comparative fund statistics and credit rating
service information; and effecting securities transactions and
performing functions incidental thereto (such as clearance and
settlement). PMC maintains a listing of dealers who provide such
services on a regular basis. However, because it is anticipated that
many transactions on behalf of the Fund and other investment companies
managed by PMC are placed with dealers (including dealers on the
listing) without regard to the furnishing of such services, it is not
possible to estimate the proportion of such transactions directed to
such dealers solely because such services were provided. Management
believes that no exact dollar value can be calculated for such
services.

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<PAGE>

The receipt of research from dealers may be useful to PMC in
rendering investment management services to the Fund and other
investment companies managed by PMC, and conversely, such information
provided by brokers or dealers who have executed transaction orders on
behalf of such other PMC clients may be useful to PMC in carrying out
its obligations to the Fund. The receipt of such research has not
reduced PMC's normal independent research activities; however, it
enables PMC to avoid the additional expenses which might otherwise be
incurred if it were to attempt to develop comparable information
through its own staff.

The Trustees periodically review PMC's performance of its
responsibilities in connection with the placement of portfolio
transactions on behalf of the Fund. During the fiscal years ended
December 31, 1994, 1993 and 1992, the Fund paid or owed total brokerage
commissions of approximately $1,016,736, $1,270,000 and $1,245,000,
respectively.

The Fund is managed by Pioneering Management Corporation ("PMC"),
which also serves as investment adviser to other mutual funds in the
Pioneer group and private accounts with investment objectives similar
to those of the Fund. Securities frequently meet the investment
objectives of the Fund, such other mutual funds in the Pioneer group
and such other private accounts. In such cases, the decision to
recommend a purchase to one mutual fund or account rather than the
other is based on a number of factors. The determining factors in most
cases are the amount of securities of the issuer then outstanding, the
value of those securities and the market for them. Other factors
considered in the investment recommendations include other investments
which each client presently has in a particular industry and the
availability of investment funds in each client account.

It is possible that at times identical securities will be held by
more than one fund and/or account. However, the position of any mutual
fund or account in the same issue may vary and the length of time that
any mutual fund or account may choose to hold its investment in the
same issue may likewise vary. To the extent that the Fund, another
mutual fund in the Pioneer group or a private account managed by PMC
seeks to acquire the same security at about the same time, the Fund may
not be able to acquire as large a position in such security as it
desires or it may have to pay a higher price for the security.
Similarly, the Fund may not be able to obtain as large an execution of
an order to sell or as high a price for any particular portfolio
security if PMC decides to sell on behalf of another account the same
portfolio security at the same time. On the other hand, if the same
securities are bought or sold at the same time by more than one
account, the resulting participation in volume transactions could
produce better executions for the Fund or the account. In the event
that more than one account purchases or sells the same security on a

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<PAGE>

given date, the purchases and sales will normally be made as nearly as
practicable on a pro rata basis in proportion to the amounts desired to
be purchased or sold by each. Although some of the other mutual funds
in the Pioneer group have the same general investment objectives and
fundamental policies as the Fund, their portfolios do not generally
consist of the same investments as the Fund or each other and their
performance results are likely to differ from that of the Fund.

10. DIVIDENDS AND TAX STATUS

It is the Fund's policy to meet the requirements of Subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code"), for
qualification as a regulated investment company. The requirements
relate to the sources of its income, diversification of its assets and
distributions of its income to shareholders. If the Fund meets all such
requirements and distributes to its shareholders, in accordance with
the Code's timing requirements, all investment company taxable income
and net capital gain, if any, which it receives, the Fund will be
relieved of the necessity of paying federal income tax.

Dividends from investment company taxable income, which includes
net investment income, net short-term capital gain in excess of net
long-term capital loss, and certain net foreign exchange gains are
taxable as ordinary income, whether received in cash or in additional
shares. Dividends from net long-term capital gain in excess of net
short-term capital loss, if any, whether received in cash or additional
shares, are taxable to the Fund's shareholders as long-term capital
gains for federal income tax purposes without regard to the length of
time shares of the Fund have been held. The federal income tax status
of all distributions will be reported to shareholders annually.

Any dividend declared by the Fund in October, November or December
as of a record date in such a month and paid during the following
January will be treated for federal income tax purposes as received by
shareholders on December 31 of the calendar year in which it is
declared.

Foreign exchange gains and losses realized by the Fund in
connection with certain transactions involving foreign
currency-denominated debt securities, forward foreign currency
contracts, foreign currencies, or payables or receivables denominated
in a foreign currency are subject to Section 988 of the Code, which
generally causes such gains and losses to be treated as ordinary income
and losses and may affect the amount, timing and character of
distributions to shareholders.

If the Fund acquires stock in certain non-U.S. corporations that
receive at least 75% of their annual gross income from passive sources
(such as interest, dividends, rents, royalties or

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capital gain) or hold at least 50% of their assets in investments
producing such passive income ("passive foreign investment companies"),
the Fund could be subject to federal income tax and additional interest
charges on "excess distributions" received from such companies or gain
from the sale of stock in such companies, even if all income or gain
actually received by the Fund is timely distributed to its
shareholders. The Fund would not be able to pass through to its
shareholders any credit or deduction for such a tax. Certain elections
may, if available, ameliorate these adverse tax consequences, but any
such election would require the Fund to recognize taxable income or
gain without the concurrent receipt of cash. The Fund may limit and/or
manage its holdings in passive foreign investment companies to minimize
its tax liability or maximize its return from these investments.

The Fund may invest in debt obligations that are in the lower
rating categories or are unrated. Investments in debt obligations that
are at risk of default present special tax issues for the Fund. Tax
rules are not entirely clear about issues such as when the Fund may
cease to accrue interest, original issue discount, or market discount,
when and to what extent deductions may be taken for bad debts or
worthless securities, how payments received on obligations in default
should be allocated between principal and income, and whether exchanges
of debt obligations in a workout context are taxable. These and other
issues will be addressed by the Fund, in the event it invests in such
securities, in order to ensure that it distributes sufficient income to
preserve its status as a regulated investment company and to avoid
becoming subject to federal income or excise tax.

If the Fund invests in certain PIKs, zero coupon securities, or,
in general, any other securities with original issue discount (or with
market discount if the Fund elects to include market discount in income
currently), the Fund must accrue income on such investments prior to
the receipt of the corresponding cash payments. However, the Fund must
distribute, at least annually, all or substantially all of its net
income, including such accrued income, to shareholders to qualify as a
regulated investment company under the Code and avoid Federal income
and excise taxes. Therefore, the Fund may have to dispose of its
portfolio securities under disadvantageous circumstances to generate
cash, or may have to leverage itself by borrowing the cash, to satisfy
distribution requirements.

At the time of an investor's purchase of Fund shares, a portion of
the purchase price is often attributable to realized or unrealized
appreciation in the Fund's portfolio or undistributed taxable income of
the Fund. Consequently, subsequent distributions from such appreciation
or income may be taxable to such investor even if the net asset value
of the investor's shares is, as a result of the distributions, reduced
below the investor's

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<PAGE>

cost for such shares and the distributions in reality represent a
return of a portion of the investment.

Any loss realized by a shareholder upon the redemption of shares
with a tax holding period of six months or less will be treated as a
long-term capital loss to the extent of any amounts treated as
distributions of long-term capital gain with respect to such shares.

In addition, if shares redeemed or exchanged have been held for
less than 91 days, (1) in the case of a reinvestment at net asset value
pursuant to the reinvestment privilege, the sales charge paid on such
shares is not included in their tax basis under the Code, and (2) in
the case of an exchange, all or a portion of the sales charge paid on
such shares is not included in their tax basis under the Code, to the
extent a sales charge that would otherwise apply to the shares received
is reduced pursuant to the exchange privilege. In either case, the
portion of the sales charge not included in the tax basis of the shares
redeemed or surrendered in an exchange is included in the tax basis of
the shares acquired in the reinvestment or exchange. Losses on certain
redemptions may be disallowed under "wash sale" rules in the event of
other investments in the Fund within a period of 61 days beginning 30
days before and ending 30 days after a redemption or other sale of
shares.

Options written by the Fund on certain securities may cause the
Fund to recognize gains or losses from marking-to-market at the end of
its taxable year even though such options may not have lapsed, been
closed out, or exercised and may affect the characterization as
long-term or short-term of some capital gains and losses realized by
the Fund. Losses on certain options and/or offsetting positions
(portfolio securities or other positions with respect to which the
Fund's risk of loss is substantially diminished by one or more options)
may also be deferred under the tax straddle rules of the Code, which
may also affect the characterization of capital gains or losses from
straddle positions and certain successor positions as long-term or
short-term. The effect of these rules may be mitigated to the extent
the Fund limits its option-writing to "qualified covered call options"
on portfolio stock. The tax rules applicable to options

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<PAGE>

and straddles may affect the amount, timing and character of the Fund's
income and losses and hence of its distributions to shareholders.

For purposes of the 70% dividends-received deduction available to
corporations, dividends received by the Fund, if any, from U.S.
domestic corporations in respect of any share of stock with a tax
holding period of at least 46 days (91 days in the case of certain
preferred stock) in an unleveraged position and distributed and
designated by the Fund may be treated as qualifying dividends. Any
corporate shareholder should consult its tax advisor regarding the
possibility that its tax basis in its shares may be reduced, for
Federal income tax purposes, by reason of "extraordinary dividends"
received with respect to the shares. Corporate shareholders must meet
the minimum holding period requirement stated above (46 or 91 days),
taking into account any holding period reductions from certain hedging
or other positions that diminish risk of loss, with respect to their
Fund shares in order to qualify for the deduction and, if they borrow
to acquire Fund shares, may be denied a portion of the
dividends-received deduction. The entire qualifying dividend, including
the otherwise deductible amount, will be included in determining the
excess (if any) of a corporation's adjusted current earnings over its
alternative minimum taxable income, which may increase a corporation's
alternative minimum tax liability.

The Fund may be subject to withholding and other taxes imposed by
foreign countries with respect to its investments in those countries.
Tax conventions between certain countries and the U.S. may reduce or
eliminate such taxes. The Fund does not expect to satisfy the
requirements for passing through to shareholders their pro rata shares
of foreign taxes paid by the Fund, with the result that shareholders
will not include such taxes in their gross incomes and will not be
entitled to a tax deduction or credit for such taxes on their own tax
returns.

Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions, and certain prohibited transactions, is accorded to
accounts maintained as qualified retirement plans. Shareholders should
consult their tax advisers for more information.

Federal law requires that the Fund withhold 31% of reportable
payments including dividends, capital gain dividends and the proceeds
of redemptions (including exchanges) and repurchases to shareholders
who have not complied with IRS regulations. In order to avoid this
withholding requirement, shareholders must certify on their
Applications, or on separate W-9 Forms, that the Social Security or
other Taxpayer Identification Number they provide is their correct
number and that they are not currently subject to

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<PAGE>

backup withholding, or that they are exempt from backup withholding.
The Fund may nevertheless be required to withhold if it receives notice
from the IRS or a broker that the number provided is incorrect or
backup withholding is applicable as a result of previous underreporting
of interest or dividend income.

Provided that the Fund qualifies as a regulated investment company
under the Code, it will not be required to pay any Massachusetts
income, corporate excise or franchise taxes.

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. This description does
not address the special tax rules applicable to particular types of
investors, such as banks, insurance companies or tax exempt entities.
Investors other than U.S. persons may be subject to different U.S. tax
treatment, including a possible 30% U.S. withholding tax (or
withholding tax at a lower treaty rate) on amounts treated as ordinary
dividends from the Fund and, unless an effective IRS Form W-8 or
authorized substitute is on file, to 31% backup withholding on certain
other payments from the Fund. Shareholders should consult their own tax
advisers on these matters and on state, local and other applicable tax
laws.

11. DESCRIPTION OF SHARES

The Fund's Declaration of Trust permits its Board of Trustees to
authorize the issuance of an unlimited number of full and fractional
shares of beneficial interest (without par value) which may be divided
into such separate series as the Trustees may establish. The Trustees
may establish additional series of shares, and may divide or combine
the shares into a greater or lesser number of shares without thereby
changing the proportionate beneficial interests. Each share represents
an equal proportionate interest with each other share. The shares of
any additional series would participate equally in the earnings,
dividends and assets of the particular series, and would be entitled to
vote separately to approve investment advisory agreements or changes in
investment restrictions, but shareholders of all series would vote
together in the election and selection of Trustees and accountants.
Upon liquidation of the Fund, the Fund's shareholders are entitled to
share pro rata in the Fund's net assets available for distribution to
shareholders.

Shareholders are entitled to one vote for each share held and may
vote in the election of Trustees and on other matters submitted to
meetings of shareholders. Although Trustees are not elected annually by
the shareholders, shareholders have under certain circumstances the
right to remove one or more Trustees. No material amendment may be made
to the Fund's Declaration of Trust without the affirmative vote of the
holders of a majority of

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the Fund's outstanding shares as defined in the 1940 Act. Shares have
no preemptive or conversion rights. Shares are fully paid and
non-assessable by the Fund, except as set forth below. See "Certain
Liabilities."

12. CERTAIN LIABILITIES

As a Massachusetts business trust, the Fund's operations are
governed by its Declaration of Trust dated April 16, 1985, a copy of
which is on file with the office of the Secretary of State of The
Commonwealth of Massachusetts. Theoretically, shareholders of a
Massachusetts business trust may, under certain circumstances, be held
personally liable for the obligations of the trust. However, the
Declaration of Trust contains an express disclaimer of shareholder
liability for acts or obligations of the Fund and requires that notice
of such disclaimer be given in each agreement, obligation or instrument
entered into or executed by the Fund or the Trustees. Moreover, the
Declaration of Trust provides for the indemnification out of the Fund's
property of any shareholders held personally liable for any obligations
of the Fund. The Declaration of Trust also provides that the Fund
shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the Fund and satisfy any
judgment thereon. Thus, the risk of a shareholder incurring financial
loss beyond his or her investment because of shareholder liability
would be limited to circumstances in which the Fund itself would be
unable to meet its obligations. In light of the nature of the Fund's
business and the nature and amount of its assets, the possibility of
the Fund's liabilities exceeding its assets, and, therefore, a
shareholder's risk of personal liability, is remote.

The Declaration of Trust further provides that the Fund shall
indemnify each of its Trustees and officers against liabilities and
expenses reasonably incurred by them, in connection with, or arising
out of, any action, suit or proceeding, threatened against or otherwise
involving such Trustee or officer, directly or indirectly, by reason of
being or having been a Trustee or officer of the Fund. The Declaration
of Trust does not authorize the Fund to indemnify any Trustee or
officer against any liability to which he or she would otherwise be
subject by reason of or for willful misfeasance, bad faith, gross
negligence or reckless disregard of such person's duties.

13. DETERMINATION OF NET ASSET VALUE

The net asset value per share of the Fund is determined as of the
close of regular trading on the New York Stock Exchange (normally 4:00
P.M., Eastern Time) on each day on which the New York Stock Exchange is
open for business. As of the date of this Statement of Additional
Information, the New York Stock Exchange is open for trading every
weekday except for the following

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holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The
net asset value per share of the Fund is also determined on any other
day in which the level of trading in its portfolio securities is
sufficiently high so that the current net asset value per share might
be materially affected by changes in the value of its portfolio
securities. On any day in which no purchase orders for the shares of
the Fund become effective and no shares are tendered for redemption,
the net asset value per share is not determined.

The net asset value per share of the Fund is computed by taking
the amount of the value of all of its assets, less its liabilities, and
dividing it by the number of outstanding shares. 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
last bid and asked prices. Securities for which no market quotations
are readily available (including those the trading of which has been
suspended) will be valued at fair value as determined in good faith by
the Board of Trustees, although the actual computations may be made by
persons acting pursuant to the direction of the Board.

14. SYSTEMATIC WITHDRAWAL PLAN

The Systematic Withdrawal Plan ("SWP") is designed to provide a
convenient method of receiving fixed payments at regular intervals from
shares of the Fund deposited by the applicant under this SWP. You must
deposit or purchase for deposit with PSC shares of the Fund having a
total value of not less than $10,000. Periodic payments of $50 or more
will be deposited monthly or quarterly directly into a bank account
designated by you, or will be sent by check to you, or any person
designated by you. Designation of another person to receive the checks
subsequent to opening an account must be accompanied by a signature
guarantee.

Any income dividends or capital gains distributions on shares
under the SWP will be credited to the SWP account on the payment date
in full and fractional shares at the net asset value per share in
effect on the record date.

SWP payments are made from the proceeds of the redemption of
shares deposited under the SWP in a SWP account. To the extent that
such redemptions for periodic withdrawals exceed dividend income
reinvested in the SWP account, such redemptions will reduce and may
ultimately exhaust the number of shares deposited in the Plan account.
Redemptions are potentially taxable transactions to shareholders. In
addition, the amounts received by a shareholder cannot be considered as
an actual yield or income on his or her investment because part of such
payments may be a return of his or her capital.

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The SWP may be terminated at any time (1) by written notice to PSC
or from PSC to the shareholder; (2) upon receipt by PSC of appropriate
evidence of the shareholder's death; or (3) when all shares under the
SWP have been redeemed. The fees of PSC for maintaining the SWP is paid
by the Fund.

15. LETTER OF INTENTION

Purchases of $50,000 or over (excluding any reinvestments of dividends
and capital gains distributions) made within a 13-month period pursuant
to a Letter of Intention provided by PFD will qualify for a reduced
sales charge. Such reduced sales charge will be the charge that would
be applicable to the purchase of all shares purchased during such
13-month period pursuant to a Letter of Intention had such shares been
purchased all at once. See "Information About Fund Shares" in the
Prospectus. For example, a person who signs a Letter of Intention
providing for a total investment in Fund shares of $50,000 over a
13-month period would be charged at the 4.50% sales charge rate with
respect to all purchases during that period. Should the amount actually
purchased during the 13-month period be more or less than that
indicated in the Letter, an adjustment in the sales charge will be
made. A purchase not made pursuant to a Letter of Intention may be
included thereafter if the Letter is filed within 90 days of such
purchase. Any shareholder may also obtain the reduced sales charge by
including the value (at current offering price) of all his shares in
the Fund and all other Pioneer mutual funds, except direct purchases of
the Class A shares of Pioneer Money Market Trust, held of record as of
the date of his Letter of Intention as a credit toward determining the
applicable scale of sales charge for the shares to be purchased under
the Letter of Intention.

The Letter of Intention authorizes PSC to escrow shares having a
purchase price equal to 5% of the stated investment in the Letter of
Intention. A Letter of Intention is not a binding obligation upon the
investor to purchase, or the Fund to sell, the full amount indicated
and the investor should read the provisions of the Letter of Intention
contained in the Account Application carefully.

16. INVESTMENT RESULTS

Quotations, Comparisons, and General Information

From time to time, in advertisements, in sales literature, or in
reports to shareholders, the past performance of the Fund may be
illustrated and/or compared to that of other mutual funds with similar
investment objectives, and to stock or other relevant indices. For
example, the Fund's performance may be compared to rankings prepared by
Lipper Analytical Services, Inc., a widely recognized independent
service which monitors mutual fund performance; the Standard & Poor's
500 Stock Index ("S&P 500"), an

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index of unmanaged groups of common stock; or the Dow Jones Industrial
Average, a recognized unmanaged index of common stocks of 30 industrial
companies listed on the New York Stock Exchange; or the Frank Russell
Indexes ("Russell 1000," "2000," "2500," "3000") and Wilshire Total
Market Value Index ("Wilshire 5000"), recognized unmanaged indexes of
broad-based common stocks.

In addition, the performance of the Fund may be compared to
alternative investment or savings vehicles and/or to indexes or
indicators of economic activity, e.g., inflation or interest rates.
Performance rankings and listings reported in newspapers or national
business and financial publications, such as Barron's, Business Week,
Consumers Digest, Consumer Reports, Financial World, Forbes, Investors
Business Daily, Kiplinger's Personal Finance Magazine, Money Magazine,
New York Times, Smart Money, USA Today, U.S. News and World Report, The
Wall Street Journal and Worth may also be cited (if the Fund is listed
in any such publication) or used for comparison, as well as performance
listings and rankings from various other sources including Bloomberg
Financial Markets, CDA Weisenberger, Donaghue's Mutual Fund Almanac,
Investment Company Data, Inc., Johnson's Charts, Kanon Bloch Carre and
Co., Lipper Analytical Services, Inc., Micropal, Inc., Morningstar,
Inc., Schabacker Investment Management and Towers Data Systems, Inc.

In addition, from time to time quotations from articles from
financial publications such as those listed above may be used in
advertisements, in sales literature or in reports to Shareholders of
the Fund.

Standardized Average Annual Total Returns Quotations and Other
Performance Quotations

One of the methods used to measure the Fund's performance is
"total return." "Total return" will normally represent the percentage
change in value of an account, or of a hypothetical investment in the
Fund, over any period up to the lifetime of the Fund. Total return
calculations will usually assume the reinvestment of all dividends and
capital gains distributions and will be expressed as a percentage
increase or decrease from an initial value, for the entire period or
for one or more specified periods within the entire period. Total
return percentages for periods of less than one year will usually be
annualized; total return percentages for periods longer than one year
will usually be accompanied by total return percentages for each year
within the period and/or the average annual compounded total return for
the period. The income and capital components of a given return may be
separated and portrayed in a variety of ways in order to illustrate
their relative significance. Performance may also be portrayed in terms
of cash or investment values. Past performance cannot guarantee any
particular future result.

-26-

<PAGE>

Generally, performance illustrations will include or be
accompanied by the Fund's average annual total return over the prior
one year, five year and ten year periods. The average annual total
return ("T") is computed by equating the value at the end of the period
("ERV") with a hypothetical initial investment of $1,000 ("P") over a
period of years ("n") according to the following formula specified by
the SEC: P(1+T)n = ERV.

These computations will assume the deduction of the maximum sales
charge of 5.75% from the initial investment, the reinvestment of
dividends and distributions at net asset value on the appropriate dates
and a redemption of the account at the end of the period.

The average annual compounded total return of the Fund for the
one-year, five-year, ten-year and life-of-Fund periods ending December
31, 1994, was -6.30%, 5.96%, 11.19% and 12.58%, respectively.

The Fund may also present, from time to time, historical
information depicting the value of a hypothetical account over the time
period from the Fund's inception in 1928 until the present. The Fund
also may depict summary results of assumed investments in the Fund for
each of the ten-calendar-year periods in the Fund's history and for the
ten-year periods which began at recognized market highs or ended at
recognized market lows. An example of this historical information
describing various performance characteristics of the Fund from 1928
until the present is contained under the caption "Investment Results"
in this Statement of Additional Information.

In presenting investment results, the Fund may also include
references to certain financial planning concepts, including (a) an
investor's need to evaluate his financial assets and obligations to
determine how much to invest; (b) his need to analyze the objectives of
various investments to determine where to invest; and (c) his need to
analyze his time frame for future capital needs to determine how long
to invest. The investor controls these three factors, all of which
affect the use of investments in building assets.

Automated Information Line (FactFone)

FactFone, Pioneer's 24-hour automated information line, allows
shareholders to dial toll-free 1-800-225-4321 and hear recorded fund
information, including:

net asset value prices for all Pioneer mutual funds;

annualized 30-day yields on Pioneer bond funds;

-27-

<PAGE>

annualized 7-day yields and 7-day effective (compound)
yields for Pioneer money market funds; and

dividends and capital gains distributions for all
Pioneer mutual funds.

Yields are calculated in accordance with SEC mandated standard
formulas.

In addition, by using a personal identification number (PIN),
shareholders may access their account balance and last three
transactions and may order a duplicate statement.

All performance numbers communicated through FactFone represent
past performance, and figures for all quoted bond funds include the
applicable maximum sales charge. A shareholder's actual yield and total
return will vary with changing market conditions. The value of shares
(except for Pioneer money market funds, which seek a stable $1.00 share
price) will also vary and may be worth more or less at redemption than
their original cost.

-28-
<PAGE>

APPENDIX

ILLUSTRATION OF A $10,000 INVESTMENT
IN PIONEER FUND ON MARCH 1, 1928

The total amounts of dividends and capital gains distributions reinvested were
$7,755,389 and $15,448,054. The total return for the period illustrated is
275,361.5%, or an average annual total return of 12.58%.

Value of Account Assuming Dividends Value of Account Assuming Dividends
Taken in Cash Reinvested
Year
Ended Cash Dividends Account Dividends Reinvested Account
12/31 Paid Each Year Value During the Year Value

<S> <C> <C> <C> <C>
1928 $403 $10,968 $403 $11,435
1929 457 10,215 476 11,094
1930 457 6,344 496 7,198
1931 457 4,409 519 5,363
1932 457 5,484 556 7,362
1933 457 6,237 613 9,070
1934 457 7,419 665 11,581
1935 498 9,785 777 16,298
1936 538 12,796 896 22,484
1937 498 6,774 875 12,366
1938 498 7,849 909 15,383
1939 498 8,710 976 18,151
1940 498 8,387 1,038 18,478
1941 498 9,462 1,097 22,084
1942 847 11,398 1,978 28,983
1943 782 16,667 2,022 44,748
1944 1,203 22,688 3,301 64,501
1945 1,149 33,000 3,322 97,802
1946 1,504 35,705 4,527 110,365
1947 1,638 35,025 5,151 113,389
1948 1,791 33,554 5,907 114,345
1949 1,656 36,686 5,751 131,275
1950 1,911 43,539 6,968 163,507
1951 1,887 49,586 7,177 193,588
1952 1,986 53,103 7,865 215,453
1953 2,218 53,746 9,135 227,190
1954 2,394 71,676 10,278 315,010
1955 2,421 82,784 10,769 375,190
1956 2,796 89,374 12,830 418,471
1957 2,971 78,830 14,081 381,682
1958 3,112 108,110 15,271 541,611
1959 3,180 120,118 16,095 618,458

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C>
1960 3,382 118,991 17,602 630,683
1961 3,532 144,719 18,906 786,407
1962 4,052 130,609 22,268 732,169
1963 4,313 145,338 24,454 839,496
1964 4,547 161,951 26,559 963,188
1965 4,739 197,061 28,473 1,203,295
1966 5,123 182,817 31,590 1,147,238
1967 5,617 245,981 35,593 1,582,809
1968 6,528 310,038 42,395 2,042,023
1969 7,264 253,789 48,287 1,714,636
1970 7,982 247,558 54,625 1,731,675
1971 8,245 272,248 58,332 1,964,839
1972 8,676 304,879 63,308 2,265,381
1973 9,227 285,379 69,390 2,190,733
1974 10,350 222,920 80,532 1,780,164
1975 11,136 297,832 90,323 2,474,181
1976 12,415 393,658 104,490 3,386,262
1977 14,170 393,328 123,524 3,510,093
1978 15,540 425,249 140,730 3,942,860
1979 17,842 523,607 167,801 5,042,040
1980 21,841 658,922 213,459 6,588,757
1981 27,303 611,931 277,290 6,390,741
1982 28,998 660,386 308,821 7,252,753
1983 28,440 794,482 316,959 9,060,386
1984 29,801 756,492 344,935 8,982,792
1985 30,947 917,825 372,870 11,321,114
1986 27,930 993,960 348,345 12,622,128
1987 30,392 1,019,330 396,119 13,309,062
1988 34,198 1,170,655 451,556 15,748,522
1989 39,181 1,403,092 532,900 19,431,988
1990 40,381 1,216,567 565,533 17,387,916
1991 39,495 1,451,371 570,554 21,344,277
1992 35,854 1,610,754 532,016 24,246,351
1993 35,195 1,803,044 533,893 27,695,413
1994 38,000 1,755,142 1 588,234 27,536,153 2

<FN>
1 Account value includes capital gains distributions of $1,253,811 but does
not include total dividends of $695,250.
2 Account value includes reinvested capital gains distributions of
$15,448,054 and reinvested dividends of $7,755,389.
</FN>
</TABLE>

<PAGE>

WORST CASE/BEST CASE INVESTMENT SCENARIOS
$5,000 Yearly Investments in Pioneer Fund from 1974

Worst Case Best Case
(Purchase at Yearly DJIA Highs) (Purchase at Yearly DJIA Lows)

Cumulative Value Cumulative Value
Year High Date Investment on 12/31 Low Date Investment on 12/31
---- --------- ---------- -------- -------- ---------- --------

<S> <C> <C> <C> <C> <C> <C>
1975 07/15/75 5,000 9,194 01/02/75 5,000 15,540
1976 09/21/76 10,000 21,869 01/02/76 10,000 35,319
1977 01/03/77 15,000 32,011 11/02/77 15,000 44,824
1978 09/08/78 20,000 42,174 02/28/78 20,000 58,483
1979 10/05/79 25,000 61,117 11/07/79 25,000 83,336
1980 11/20/80 30,000 87,689 04/21/80 30,000 119,778
1981 04/27/81 35,000 91,846 09/25/81 35,000 123,629
1982 12/27/82 40,000 110,810 08/12/82 40,000 148,991
1983 11/29/83 45,000 144,828 01/03/83 45,000 194,499
1984 01/06/84 50,000 149,796 07/24/84 50,000 200,016
1985 12/16/85 55,000 194,984 01/04/85 55,000 260,199
1986 12/02/86 60,000 223,279 01/22/86 60,000 297,170
1987 08/25/87 65,000 239,385 10/19/87 65,000 318,783
1988 10/21/88 70,000 288,687 01/20/88 70,000 383,884
1989 10/09/89 75,000 361,660 01/03/89 75,000 480,590
1990 07/16/90 80,000 328,842 10/11/90 80,000 436,580
1991 12/31/91 85,000 409,008 01/09/91 85,000 543,372
1992 06/01/92 90,000 470,401 10/09/92 90,000 623,324
1993 12/29/93 95,000 543,196 01/20/93 95,000 718,431
1994 01/31/94 100,000 545,749 04/04/94 100,000 720,583

Annual Growth Rate:
(Internal Rate of Return) 13.03% 14.96%

</TABLE>

<PAGE>

OTHER PIONEER INFORMATION

The Pioneer family of mutual funds was established in 1928 with the
creation of Pioneer Fund. Pioneer is one of the oldest, most respected and
successful money managers in the United States.

As of December 31, 1994, PMC employed a professional investment staff
of 46, with a combined average of 14 years' experience in the financial services
industry.

At December 31, 1994, there were 591,192 non-retirement shareholder
accounts and 337,577 retirement shareholder accounts in Pioneer's funds. Total
assets for all Pioneer Funds were $10,038,000,000 representing a total of
928,769 shareholder accounts.

<PAGE>

INDEX DESCRIPTIONS

S&P 500 *
This index is a readily available, carefully constructed, market value weighted
benchmark of common stock performance. Currently, the S&P Composite Index
includes 500 of the largest stocks (in terms of stock market value) in the
United States; prior to March 1957 it consisted of 90 of the largest stocks.

DOW JONES INDUSTRIAL AVERAGE *
This is a total return index based on the performance of 30 blue chip stocks.

SMALL CAPITALIZATION STOCKS *
This index is a market value weighted index of the ninth and tenth deciles of
the New York Stock Exchange (NYSE), plus stocks listed on the American Stock
Exchange (AMEX) and over-the-counter (OTC) with the same or less capitalization
as the upper bound of the NYSE ninth decile.

INFLATION *
The Consumer Price Index for All Urban Consumers (CPI-U), not seasonally
adjusted, is used to measure inflation, which is the rate of change of consumer
goods prices. Unfortunately, the inflation rate as derived by the CPI is not
measured over the same period as the other asset returns. All of the security
returns are measured from one month-end to the next month-end. CPI commodity
prices are collected during the month. Thus, measured inflation rates lag the
other series by about one-half month. Prior to January 1978, the CPI (as
compared with CPI-U) was used. Both inflation measures are constructed by the
U.S. Department of Labor, Bureau of Labor Statistics, Washington, DC.

S&P/BARRA INDEXES *
"The S&P/BARRA Growth and Value Indexes are constructed by dividing the stocks
in the S&P 500 Index according to price-to-book ratios. The Growth Index
contains stocks with higher price-to-book ratios, and the Value Index contains
stocks with lower price-to-book ratios. Both indexes are market capitalization
weighted."

LONG-TERM MUNICIPAL BOND PORTFOLIO *
For 1926-1984, returns are calculated form yields on 20-year prime issues from
Solomon Brothers' Analytical Record of Yields and Yields Spreads, assuming
coupon equals previous year-end yield and a 20-year maturity. For 1985-present,
returns are calculated using Moody's Bond Record, using the December average
municipal yield as the beginning-of-following year coupon (average of Aaa, Aa,
A, Baa grades).

LONG-TERM CORPORATE BONDS *
For 1969-1991, corporate bond total returns are represented by the Salomon
Brothers Long-Term High-Grade Corporate Bond Index. Since most large corporate
bond transactions take place over the counter, a major dealer is the natural
source of these data. The index includes nearly all Aaa- and Aa-rated bonds. If
<PAGE>

INDEX DESCRIPTIONS

a bond is downgraded during a particular month, its return for the month is
included in the index before removing the bond from future portfolios.

Over 1926-1968 the total returns were calculated by summing the capital
appreciation returns and the income returns. For the period 1946-1968, Ibbotson
and Sinquefield backdated the Salomon Brothers' index, using Salomon Brothers'
monthly yield data with a methodology similar to that used by Salomon for
1969-1991. Capital appreciation returns were calculated from yields assuming (at
the beginning of each monthly holding period) a 20-year maturity, a bond price
equal to par, and a coupon equal to the beginning-of-period yield. For the
period 1926-1945, the Standard and Poor's monthly High-Grade Corporate Composite
yield data were used, assuming a 4 percent coupon and a 20-year maturity. The
conventional present-value formula for bond price for the beginning and
end-of-month prices was used. (This formula is presented in Ross, Stephen A.,
and Randolph W. Westerfield, Corporate Finance, Times Mirror/Mosby, St. Louis,
1990, p. 97 ["Level-Coupon Bonds"].) The monthly income return was assumed to be
one-twelfth the coupon.

LONG-TERM GOVERNMENT BOND TOTAL RETURN *
The total returns on long-term government bonds from 1977 to 1991 are
constructed with data from The Wall Street Journal. Over 1926-1976, data are
obtained from the Government bond file at the Center for Research in Security
Prices (CRSP), Graduate School of Business, University of Chicago. Each year, a
one-bond portfolio with a term of approximately 20 years and a reasonably
current coupon was used, and whose returns did not reflect potential tax
benefits, impaired negotiability, or special redemption or call privileges.
Where callable bonds had to be used, the term of the bond was assumed to be a
simple average of the maturity and first call dates minus the current date. The
bond was "held" for the calendar year and returns were computed. Total returns
for 1977-1991 are calculated as the change in the flat price or and-interest
price.

INTERMEDIATE-TERM GOVERNMENT BONDS TOTAL RETURN *
Total returns of the intermediate-term government bonds for 1977-1991 are
calculated from The Wall Street Journal prices, using the change in flat price.
Returns from 1934-1986 are obtained from the CRSP Government Bond File.

Each year, one-bond portfolios are formed, the bond chosen is the shortest
noncallable bond with a maturity not less than 5 years, and this bond is "held"
for the calendar year. Monthly returns are computed. (Bonds with impaired
negotiability or special redemption privileges are omitted, as are partially or
fully tax-exempt bonds starting with 1943.) From 1934-1942, almost all bonds
with maturities near 5 years were partially or full tax-exempt and were selected
using the rules described above. Personal tax rates were generally low in that
period, so that yields on tax-exempt bonds were similar to yields on taxable
bonds. From 1926-1933, there are few bonds suitable for construction of a series
with a 5-year maturity. For this period, five year bond yield estimates are
used.

<PAGE>

INDEX DESCRIPTIONS

U.S. (30 DAY) TREASURY BILL TOTAL RETURNS *
For the U.S. Treasury bill index, data from The Wall Street Journal are used for
1977-1991; the CRSP U.S. Government Bond File is the source until 1976. Each
month a one-bill portfolio containing the shortest-term bill having not less
than one month to maturity is constructed. (The bill's original term to maturity
is not relevant.) To measure holding period returns for the one-bill portfolio,
the bill is priced as of the last trading day of the previous month-end and as
of the last trading day of the current month.

BANK SAVINGS ACCOUNT **
Data sources include the U.S. League of Savings Institutions Sourcebook; average
annual yield on savings deposits in FSLIC [FDIC] insured savings institutions
for the years 1963-1987 and The Wall Street Journal for the years 1988-1994.

6 MONTH CD **
Data sources include the Federal Reserve Bulletin and The Wall Street Journal.

MSCI
Morgan Stanley Capital International Indices, developed by the Capital
International S.A., are based on share prices of some 1470 companies listed on
the stock exchanges around the world.

Countries in the MSCI EAFE Portfolio *are:
Australia; Austria; Belgium; Denmark; Finland; France; Germany; Hong Kong;
Italy; Japan; Netherlands; N. Zealand; Norway; Singapore/Malaysia; Spain;
Sweden; Switzerland; United Kingdom.

Countries in the MSCI EUROPE 14 Portfolio *** are:
Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy,
Netherlands, Norway, Spain, Sweden, Switzerland, United Kingdom

Countries in the MSCI WORLD Portfolio *** are:
Australia; Austria; Belgium; Canada; Denmark; Finland; France; Germany; Hong
Kong; Italy; Japan; Netherlands; N. Zealand; Norway; Singapore/Malaysia; Spain;
Sweden; Switzerland; United Kingdom; United States.

INTERNATIONAL FINANCE CORPORATION COMPOSITE *
An index representing the performance of a composite of Latin America
(Argentina, Brazil, Chile, Columbia, Mexico, Peru, Venezuela), East Asia (China,
Korea, Philippines, Taiwan), South Asia (India, Indonesia, Malaysia, Pakistan,
Sri Lanka, Thailand), Europe/Mideast/Africa (Greece, Hungary, Jordan, Nigeria,
Poland, Portugal, Turkey, Zimbabwe).

Sources: * Ibbotson Associates
** Towers Data Systems
*** Lipper Analytical Services
<PAGE>

EQUITY COMPARATIVE PERFORMANCE STATISTICS

Dow Jones U.S. Small S&P/BARRA S&P/BARRA
S&P500 Ind'l Avg Stock Index U.S. Inflation Growth Value
%TR %TR %TR %TR %TR %TR

EQUITY COMPARATIVE PERFORMANCE STATISTICS

Dow Jones U.S. Small S&P/BARRA S&P/BARRA
S&P500 Ind'l Avg Stock Index U.S. Inflation Growth Value
%TR %TR %TR %TR %TR %TR

Source: Ibbotson Associates

<PAGE>

PIONEER FUND

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

The financial statements of the Registrant are incorporated by
reference from the 1994 Annual Report to Shareholders which is
incorporated by reference into Part B, the Statement of
Additional Information. The 1994 Annual Report to Shareholders is
attached hereto as Exhibit 12.

(b) Exhibits:

1. Declaration of Trust*

2. By-Laws*

3. None

4. Specimen Stock Certificate*

5. Management Contract*

6.1. Underwriting Agreement*

6.2. Form of Dealer Sales Agreement*

7. None

8.2. Form of Custodian Agreement with Brown Brothers Harriman &
Co.*

9. Investment Company Service Agreement*

10. Opinion of Hale and Dorr*

11. Consent of Arthur Andersen LLP

12. 1994 Annual Report to Shareholders

13. Form of Stock Purchase Agreement*

14. None

15. Distribution Plan*

16. Description of Average Annual Total Return*

C-1
<PAGE>

17. Financial Data Schedule

18. Powers of Attorney*

* Previously filed. Incorporated by reference from the exhibits filed
with the Registration Statement, as amended from time to time, of the
Registrant (File Nos. 2-25980 and 811-1466).

Item 25. Persons Controlled By or Under
Common Control With Registrant

The Pioneer Group, Inc., a Delaware corporation ("PGI"), owns 100% of the
outstanding capital stock of Pioneering Management Corporation, a Delaware
corporation ("PMC"), Pioneering Services Corporation ("PSC"), Pioneer Funds
Distributor, Inc. ("PFD"), Pioneer Capital Corporation ("PCC"), Pioneer Fonds
Marketing GmbH ("GmbH"), Pioneer SBIC Corp. ("SBIC"), Pioneer Associates, Inc.,
Pioneer International Corporation, Pioneer Plans Corporation ("PPC"), Pioneer
Goldfields Limited ("PGL"), and Pioneer Investments Corporation ("PIC"), all
Massachusetts corporations. PGI also owns 100% of the outstanding capital stock
of Pioneer Metals and Technology, Inc. ("PMT"), a Delaware corporation, and
Pioneer First Polish Trust Fund Joint Stock Company ("First Polish"), a Polish
corporation. PGI owns 90% of the outstanding shares of Teberebie Goldfields
Limited ("TGL"). Pioneer Winthrop Advisers ("PWA"), a Massachusetts general
partnership, is a joint venture between PGI and Winthrop Financial Associates, a
Limited Partnership, a Delaware limited partnership. The Registrant, Pioneer II,
Pioneer Three, Pioneer Bond Fund, Pioneer Intermediate Tax-Free Fund, Pioneer
Growth Trust, Pioneer Europe Fund, Pioneer International Growth Fund, Pioneer
Short-Term Income Trust, Pioneer Tax-Free State Series Trust, Pioneer Money
Market Trust and Pioneer America Income Trust (each of the foregoing, a
Massachusetts business trust), and Pioneer Interest Shares, Inc. (a Nebraska
corporation) and Pioneer Growth Shares, Pioneer Income Fund, Pioneer India Fund,
Pioneer Tax-Free Income Fund, Pioneer Emerging Markets Fund and Pioneer Variable
Contracts Trust (each of the foregoing, a Delaware business trust) are all
parties to management contracts with PMC. Pioneer Winthrop Real Estate

C-2

<PAGE>

Investment Fund is a party to a sub-investment management contract with PMC. PCC
owns 100% of the outstanding capital stock of SBIC. SBIC is the sole general
partner of Pioneer Ventures Limited Partnership, a Massachusetts limited
partnership. John F. Cogan, Jr. owns approximately 15% of the outstanding shares
of PGI. Mr. Cogan is Chairman of the Board, President and Trustee of the
Registrant and of each of the Pioneer investment companies; Director and
President of PGI; President and Director of PPC, PIC, Pioneer International
Corporation and PMT; Director of PCC and PSC; Chairman of the Board and Director
of PMC, PFD and TGL; Chairman, President and Director of PGL; Chairman of the
Supervisory Board of GmbH; Chairman and Chief Executive Officer of PWA; Chairman
and Member of Supervisory Board of First Polish; and Chairman and Partner, Hale
and Dorr.

Item 26. Number of Holders of Securities

At March 31, 1995, there were approximately 231,022 holders of the
Registrant's shares of beneficial interest.

Item 27. Indemnification

Except for the Declaration of Trust dated January 8, 1985
establishing the Registrant as a trust under Massachusetts law, there is no
contract, arrangement or statute under which any director, officer, underwriter
or affiliated person of the Registrant is insured or indemnified. The
Declaration of Trust provides that no Trustee or officer will be indemnified
against any liability of which the Registrant would otherwise be subject by
reason of or for willful misfeasance, bad faith, gross negligence or reckless
disregard of such person's duties.

Insofar as indemnification for liability arising under the
Securities Act of 1933, as amended (the "Act"), may be available to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment of the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

Item 28. Business and other Connections of Investment Adviser

All of the information required by this item is set forth in the Form
ADV, as amended, of Pioneering Management Corporation. The following sections of
such Form ADV are incorporated herein by reference:

(a) Items 1 and 2 of Part 2;

C-3

<PAGE>

(b) Section 6, Business Background, of each Schedule D.

Item 29. Principal Underwriter

(a) See Item 25 above.

(b) Directors and Officers of PFD:

Positions and Offices Positions and Offices
Name with Underwriter with Registrant

John F. Cogan, Jr. Director and Chairman Chairman of the Board,
President and Trustee

Robert L. Butler Director and President None

David D. Tripple Director Executive Vice
President and Trustee

Steven M. Graziano Senior Vice President None

Stephen W. Long Senior Vice President None

John C. Drachman Vice President None

William A. Misata Vice President None

Anne W. Patenaude Vice President None

Elizabeth B. Rice Vice President None

Gail A. Smyth Vice President None

Constance S. Spiros Vice President None

Marcy Supovitz Vice President None

Steven R. Berke Assistant Vice None
President

Mary Sue Hoban Assistant Vice None
President

William H. Keough Treasurer Treasurer

Roy P. Rossi Assistant Treasurer None

C-4

<PAGE>

Joseph P. Barri Clerk Secretary

Item 30. Location of Accounts and Records

The accounts and records are maintained at the Registrant's office at
60 State Street, Boston, Massachusetts; contact the Treasurer.

Item 31. Management Services

The Registrant is not a party to any management-related service
contract, except as described in the Prospectus and the Statement of Additional
Information.

Item 32. Undertakings

(a) Not Applicable.

(b) Not Applicable.

(c) The Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, a copy of the Registrant's report to shareholders furnished pursuant to
and meeting the requirements of Rule 30d-1 from which the specified information
is incorporated by reference, unless such person currently holds securities of
the Registrant and otherwise has received a copy of such report, in which case
the Registrant shall state in the Prospectus that it will furnish, without
charge, a copy of such report on request, and the name, address and telephone
number of the person to whom such a request should be directed.

The Registrant's prior undertaking which set forth certain
indemnification provisions of its officers and Trustees as set forth in the
Registrant's Declaration of Trust has been deleted. All indemnification
provisions are contained in the Registrant's Declaration of Trust, as approved
by shareholders on January 8, 1985. See Item 27 above.

C-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment No. 60 to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston and The Commonwealth of Massachusetts, on the 19th day of April,
1995.

PIONEER FUND

By: /s/ Joseph P. Barri
Joseph P. Barri
Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 60 to the Registrant's Registration Statement (File
Nos. 2-25980 and 811-1466) has been signed below by the following persons in the
capacities and on the dates indicated:

Signature Title Date

/s/John F. Cogan, Jr.* Chairman of the Board )
John F. Cogan, Jr. and President )
(Principal Executive )
Officer) )
) April 19, 1995
)
/s/William H. Keough* Chief Financial Officer )
William H. Keough and Treasurer (Principal )
Financial and Accounting )
Officer) )

Trustees:

)
/s/John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
<PAGE>

)

/s/Richard H. Egdahl, M.D.* )
Richard H. Egdahl, M.D. )
)
)
/s/Margaret B. W. Graham* )
Margaret B. W. Graham )

)
)
/s/John W. Kendrick* )
John W. Kendrick )
)
)
/s/Marguerite A. Piret* )
Marguerite A. Piret )
)
)
/s/David D. Tripple* )
David D. Tripple )
)
)
/s/Stephen K. West* )
Stephen K. West )
)
)
/s/John Winthrop* )
John Winthrop )

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

*By:/s/ Joseph P. Barri Dated: April 19, 1995
----------------------
Joseph P. Barri

Attorney-in-fact

<PAGE>

Exhibit Index

Sequential
Exhibit Page
Number Document Title Number

1. Declaration of Trust N/A

2. By-Laws N/A

3. None N/A

4. Specimen Stock Certificate N/A

5. Management Contract N/A

6.1. Underwriting Agreement N/A

6.2. Form of Dealer Sales Agreement N/A

7. None N/A

8.2. Form of Custodian Agreement
with Brown Brothers Harriman & Co. N/A

9. Investment Company Service Agreement N/A

10. Opinion of Hale and Dorr N/A

11. Consent of Arthur Andersen LLP

12. 1994 Annual Report to Shareholders

13. Form of Stock Purchase Agreement N/A

14. None N/A

15. Distribution Plan N/A

16. Description of Average Annual Total
Return and Yield Calculation N/A

17. Financial Data Schedule

18. Powers of Attorney N/A

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
(and to all references to our firm) included in or made a part of the Pioneer
Fund Post-Effective Amendment No. 60 to Registration Statement File No. 2-25980
and Amendment No. 26 to Registration Statement File No. 811-1466.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
April 18, 1995

[Pioneer Logo]

Pioneer
Fund
ANNUAL REPORT
DECEMBER 31, 1994

<PAGE>

TO THE SHAREHOLDERS:

The year just ended seemed more eventful at the time than it does in
retrospect. On balance, the major U.S. stock market indexes showed only modest
change for the year, despite some very big swings in price along the way.
Interest rates did move sharply higher, but, while certainly worrisome, remain
at levels quite manageable by recent historical experience. Also, despite an
unnerving degree of political instability in many parts of the world, the
United States and most of its trading partners remained at peace. Finally, most
of the major legislative initiatives that had been on investors' minds --
notably the proposals for the healthcare, banking and telecommunications
industries -- were put on hold.

How Your Fund Performed

We report the following results for Pioneer Fund for the year ended December
31, 1994.

* Shareholders received a total of $0.49 per share in income dividends during
the year, along with a $1.30 per share capital gains distribution paid in
December.

* Net asset value closed the year at $21.32 per share versus $23.25 one year
ago, in part reflecting the payment of distributions.

* The Fund generated a total return of -0.57% for the year, based on the change
in net asset value and assuming reinvestment of the year's distributions. By
comparison, the unmanaged Standard & Poor's 500 Index posted a total return
of 1.36% for the year, while the Dow Jones Industrial Average returned 5.06%.

* On a longer-term basis, your Fund continued to be a solid performer.
Shareholders have enjoyed average annual total returns of 7.22% for the past
five years, 11.85% over the last 10 years and 12.68% since its inception in
1928, all based on net asset value.

For additional performance information, please turn to page 3.

Declines in share value, even relatively slight ones like that of 1994, are
never pleasant, but they need to be kept in perspective. Over the 67-year
history of Pioneer Fund, the stock market, and Fund shares, have appreciated
considerably, but not uninterruptedly. The prices of stocks, we believe,
ultimately reflect the values of the underlying businesses, but on any given
day they also may reflect all the emotions that people bring to bear on the
market. Simple forces of supply and demand also move stock prices. Finally,
there are rhythms to the market that mimic the turning of the economic cycle.
At Pioneer we always invest for value and look to the long term, and try not to
be discouraged by setbacks along the way.

How Pioneer Managed Your Investment

As always, we continued to monitor and actively manage Pioneer Fund's
investment portfolio and made several changes since we last reported to you.
Deletions outnumbered additions during the fourth quarter, though it was not an
especially active quarter for the Fund. We eliminated securities of 10
companies and added four securities. Additions include: McDonnell Douglas, a
major manufacturer of military and commercial aircraft; Motorola, a world
leader in semiconductors and mobile-telephone equipment; and Renault, an
important European automobile producer, now being privatized by the French
government. The fourth security, convertible preferred stock in Rouse, gives
the portfolio a participation in commercial real estate.

While we generally do not trade heavily, and indeed have a relatively modest
portfolio turnover rate, we follow portfolio holdings closely and never
hesitate to sell when we feel there has been a change in investment
fundamentals. Of course, if the reasons we bought a stock remain intact and the
price of the stock is not out of line, we will quite contentedly hold the
stock, sometimes for many years. A good company, one with astute management,
sound finances and growing sales and earnings, is a treasure, and not to be
cast aside lightly.

<PAGE>
Looking Ahead

Looking ahead, we continue to be encouraged by the growth in the popularity of
mutual funds. In 1928, when Pioneer Fund got started, very few investors used
mutual funds. Indeed, Pioneer Fund was one of the very first such products.
Naturally the financial and economic crises of the following years were far
from congenial conditions for the expansion of the mutual fund industry. It was
not really till the post-World War II era and the economic boom of those years
that mutual funds, including our own, began to attract sizable assets. Today,
with many people wishing to invest for retirement, college education for their
children and other long-term goals, mutual funds have found an important role.
We are proud of the contribution we have made at Pioneer toward helping
shareholders fulfill their financial objectives, and we are thinking every day
of ways we can be of further service. We remain confident that Pioneer Fund can
be a rewarding investment for long-term shareholders.

The following pages contain the Fund's audited list of portfolio holdings and
financial statements as of December 31, 1994. If you have any questions
regarding your investment in Pioneer Fund, please contact your investment
representative, or call Pioneer at 1-800-225-6292. Thank you for your faithful
support.

Respectfully submitted,

[Signature of John F. Cogan, Jr.]

John F. Cogan, Jr.
Chairman and President,
Pioneer Fund

February 10, 1995

2
<PAGE>

Growth of a $10,000 Investment*

This chart shows the growth of a $10,000 investment made in Pioneer Fund at
public offering price, compared to the growth of the Standard & Poor's 500
Index.

PIONEER FUND: Average Annual Total Returns
(as of December 31, 1994)

1 Year 5 Years 10 Years
Net Asset Value -0.57% 8.86% 11.85%
Public Offering Price* -6.30% 5.96% 11.19%

[TABULAR REPRESENTATION OF LINE GRAPH]

Years Ended December 31
Pioneer Fund S&P 500

1984 9,475 10,000
1985 11,876 13,164
1986 13,240 15,615
1987 13,961 16,424
1988 16,250 19,133
1989 20,384 25,177
1990 18,240 24,393
1991 22,390 31,793
1992 25,434 34,212
1993 29,052 37,645
1994 28,885 38,156

The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the Over-the-Counter market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. Investors cannot directly invest in the Index.

*Reflects deduction of the 5.75% maximum sales charge at the beginning of the
period and assumes reinvestment of distributions at net asset value.

Past performance does not guarantee future results. Return and principal value
will fluctuate so that an investor's shares, when redeemed, may be worth more
or less than their original cost.

3
<PAGE>

PIONEER FUND
SCHEDULE OF INVESTMENTS--December 31, 1994
<TABLE>
<CAPTION>
Principal
Amount Value
<C> <S> <C>
CONVERTIBLE DEBENTURES--0.5%
$4,520,000 Park Communications, Conv. Deb., 6.875%, 2011 $ 6,604,850
3,750,000 Unisys Corp., Sub. Conv. Notes, 8.25%, 2000 3,806,561
TOTAL CONVERTIBLE DEBENTURES (COST $8,136,929) $ 10,411,411
Share
Amount
PREFERRED STOCKS--2.7%
10,000 GEA AG $ 3,174,194
600,000 Greif Bros. Corp. (Class A) 25,950,000
18,600 Henkel KGAA 6,792,000
136,800 Rouse Co. Convertible 6,634,800
1,666 Strabag Bau AG 361,146
19,445 Wella AG 11,792,452
TOTAL PREFERRED STOCKS (COST $25,433,552) $ 54,704,592
COMMON STOCKS--94.8%
BASIC INDUSTRIES--12.8%
Chemicals--5.2%
149,800 Air Products and Chemicals, Inc. $ 6,684,825
268,600 Bush Boake Allen, Inc.* 7,252,200
479,000 du Pont (E.I.) de Nemours and Co. 26,943,750
133,750 Fuller Company (H.B.) 4,564,219
94,000 Geon Company 2,573,250
200,993 Guardsman Products, Inc. 2,512,412
624,451 Lilly Industrial, Inc. (Class A) 8,742,314
265,400 Pratt & Lambert, Inc. 4,976,250
445,525 Quaker Chemical Corp. 8,353,594
1,005,158 Schulman (A.), Inc. 27,641,845
80,000 Sigma-Aldrich Corp. 2,640,000
$ 102,884,659
Containers/Cartons--0.2%
200,000 Mayr-Melnhof Karton AG (A.D.R.)* $ 2,962,500
Forest Products--0.6%
335,000 Weyerhaeuser Co. $ 12,562,500
Iron & Steel--0.6%
676,200 Allegheny Ludlum Corp. $ 12,678,750
Metals & Mining--2.2%
250,000 Ashanti Goldfields Co. (G.D.R.) $ 5,406,250
440,300 Cyprus Amax Minerals Co. 11,502,837
438,000 Phelps Dodge Corp. 27,101,250
$ 44,010,337
Paper Products--4.0%
204,000 Consolidated Papers, Inc. $ 9,180,000
319,900 Kimberly Clark Corp. 16,154,950
403,900 St. Joe Paper Co. 21,911,575
523,800 Union Camp Corp. 24,684,075
238,600 Westvaco Corp. 9,365,050
$ 81,295,650
TOTAL BASIC INDUSTRIES $ 256,394,396
CAPITAL GOODS--6.7%
Aerospace Mfg.--0.4%
156,700 Boeing Co. $ 7,325,725
8,000 McDonnell Douglas 1,136,000
$ 8,461,725
Construction & Engineering--2.1%
311,600 Armstrong World Industries, Inc. $ 11,996,600
242,656 Gilbert Associates, Inc. (Class A) 3,457,852
237,400 Martin Marietta Materials Inc. 4,213,850
151,000 The Sherwin-Williams Co. 5,001,875
338,150 The Stanley Works 12,088,863
</TABLE>
The accompanying notes are an integral part of these financial statements.

4
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
<TABLE>
<CAPTION>
Share
Amount Value
<C> <S> <C>
33,700 Stone & Webster, Inc. $ 1,120,525
15,000 Strabag Bau AG 4,258,065
$ 42,137,630
Producer Goods--4.2%
77,200 Caterpillar, Inc. $ 4,255,650
491,907 Gorman-Rupp Co. 8,792,838
136,313 Hubbell Inc. (Class B) 7,258,673
172,200 Ingersoll-Rand Co. 5,424,300
122,600 Johnson Controls, Inc. 6,007,400
145,000 Lawson Products, Inc. 3,770,000
176,800 Mine Safety Appliances Co. 7,956,000
226,327 Raymond Corp.* 4,187,049
345,714 Smith (A.O.) Corp. (Class B) 8,469,993
249,600 Tecumseh Products Co. (Class A) 11,232,000
83,200 Tecumseh Products Co. (Class B) 3,785,600
121,500 Tennant Co. 5,862,375
215,670 The Timken Co. 7,602,368
$ 84,604,246
Total Capital Goods $ 135,203,601
CONSUMER DURABLES--6.1%
Appliances--0.4%
150,000 Whirlpool Corp. $ 7,612,500
Motor Vehicles--5.7%
664,300 Chrysler Corp. $ 32,550,700
222,800 Dana Corp. 5,207,950
66,000 Echlin, Inc. 1,980,000
1,255,000 Ford Motor Co. 35,140,000
315,000 General Motors Corp. 13,308,750
213,000 Genuine Parts Co. 7,668,000
201,825 PACCAR, Inc. 8,930,756
72,500 Renault* 2,397,783
297,750 Standard Products Co. 7,146,000
$ 114,329,939
TOTAL CONSUMER DURABLES $ 121,942,439
NON-DURABLES--17.0%
Agriculture & Food--8.8%
238,600 Campbell Soup Co. $ 10,528,225
193,800 CPC International, Inc. 10,319,850
320,200 Dean Foods Co. 9,285,800
309,900 General Mills, Inc. 17,664,300
538,500 Heinz, H.J. & Co. 19,789,875
235,600 Hershey Foods Corp. 11,397,150
100,000 Kellogg Co. 5,812,500
215,000 McCormick & Co. 3,923,750
210,000 Nash Finch Co. 3,465,000
280,000 Pepsico Inc. 10,150,000
826,000 Pet, Inc. 16,313,500
707,800 Quaker Oats Co. 21,764,850
888,100 Sara Lee Corp. 22,424,525
188,100 Savannah Foods & Industries, Inc. 2,774,475
29,600 J.M. Smucker Co. (Class A) 710,400
221,800 J.M. Smucker Co. (Class B) 4,990,500
217,600 Sysco Corp. 5,603,200
$ 176,917,900
Home Products--0.2%
140,998 Lancaster Colony Corp. $ 4,141,816
500 Wella AG 335,484
$ 4,477,300
</TABLE>
The accompanying notes are an integral part of these financial statements.

5
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
<TABLE>
<CAPTION>
Share
Amount Value
<C> <S> <C>
Retail Food--1.9%
500,000 Albertson's, Inc. $ 14,500,000
172,200 Hannaford Bros. Co. 4,369,575
747,700 Weis Markets, Inc. 18,038,263
$ 36,907,838
Retail Non-Food--5.4%
126,375 Brown Group, Inc. $ 4,044,000
353,900 Circuit City Stores Inc. 7,874,275
13,800 Douglas Holding AG 3,944,129
24,000 Karstadt AG 8,748,387
560,800 The May Department Stores Co. 18,927,000
398,900 Mercantile Stores Co., Inc. 15,756,550
354,800 J.C. Penney Co., Inc. 15,832,950
274,400 Sears Roebuck & Co. 12,622,400
226,695 Strawbridge & Clothier (Class A) 5,185,648
356,400 Walgreen Co. 15,592,500
$ 108,527,839
Textiles/Clothes--0.7%
286,200 Russell Corp. $ 8,979,525
417,600 Superior Surgical Mfg. Co., Inc. 5,220,000
$ 14,199,525
TOTAL NON-DURABLES $ 341,030,402
ENERGY--6.8%
Oil Services--0.2%
82,500 Schlumberger Ltd. $ 4,155,938
Oil & Gas Extraction--6.6%
326,500 Amoco Corp. $ 19,304,312
107,440 Atlantic Richfield Co. 10,932,020
380,500 Chevron Corp. 16,979,812
114,100 Mobil Corp. 9,612,925
292,950 North European Oil Royalty Trust 3,844,969
203,100 Phillips Petroleum Co. 6,651,525
144,800 Sabine Royalty Trust 1,448,000
566,800 San Juan Basin Royalty Trust 3,613,350
848,800 Sonat, Inc. 23,766,400
307,000 Texaco Inc. 18,381,625
661,052 Unocal Corp. 18,013,667
$ 132,548,605
TOTAL ENERGY $ 136,704,543
FINANCIAL--9.8%
Commercial Bank--7.5%
327,100 AmSouth Bancorporation $ 8,422,825
1,014,200 Bank of New York Co., Inc. 29,411,800
180,000 BayBanks Inc. 9,495,000
499,800 Boatmen's Bancshares, Inc. 13,557,075
700,000 CoreStates Financial Corp. 18,200,000
998,266 Huntington Bancshares, Inc. 17,220,082
462,632 NBD Bancorp, Inc 12,664,551
1,497,324 National City Corp. 38,743,258
110,000 State Street Boston Corp. 3,148,750
$ 150,863,341
Life Insurance--0.3%
150,000 U.S. Healthcare Inc. $ 6,187,500
Insurance--General--1.3%
380,200 SAFECO Corp. $ 19,770,400
112,800 Transamerica Corp. 5,611,800
$ 25,382,200
</TABLE>
The accompanying notes are an integral part of these financial statements.

6
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
<TABLE>
<CAPTION>
Share
Amount Value
<C> <S> <C>
Investments--0.7%
490,000 T. Rowe Price Associates Inc. $ 14,700,000
TOTAL FINANCIAL $ 197,133,041
SERVICES--16.8%
Broadcasting & Media--2.6%
900,200 Baton Broadcasting, Inc.* $ 5,054,239
397,400 CBS Inc. 22,006,025
628,400 Gaylord Entertainment Co. (Class A) 14,296,100
88,400 King World Productions, Inc.* 3,049,800
169,800 Viacom Inc. (Class A)* 7,067,925
$ 51,474,089
Health Services & Personal Care--1.1%
258,200 Becton Dickinson & Co. $ 12,393,600
339,800 The West Co., Inc. 9,344,500
$ 21,738,100
Pharmaceuticals--6.3%
246,832 Block Drug Company, Inc. (Class A) $ 9,379,623
870,000 CIBA-Geigy Ltd. (A.D.R.) 25,960,365
350,000 Johnson & Johnson 19,162,500
3,898 Roche Holdings Ltd. Genusschein 18,870,419
3,300 Pfizer, Inc. 254,925
42,835 Schering AG 28,105,287
336,400 Schering-Plough Corp. 24,893,600
$ 126,626,719
Publishing--5.9%
320,300 Central Newspapers, Inc. (Class A) $ 9,008,437
154,500 Dow Jones & Co., Inc. 4,789,500
125,000 The Dun & Bradstreet Corp. 6,875,000
63,520 GC Companies Inc. 1,667,400
455,200 Harcourt General Inc. 16,045,800
392,300 Houghton Mifflin Co. 17,800,612
241,000 McGraw-Hill, Inc. 16,116,875
535,500 New York Times Co. (Class A) 11,847,937
65,930 William H. Sadlier, Inc. 321,409
125,000 Scripps (E.W.) Co. (Class A) 3,781,250
6,321 Stauffer Communications, Inc. 1,706,670
80,000 Thomas Nelson, Inc. 1,920,000
267,150 Times Mirror Co. 8,381,831
436,800 John Wiley & Sons, Inc. (Class A) 19,328,400
$ 119,591,121
Services--0.9%
173,700 Bowne & Co., Inc. $ 3,018,037
393,600 R. R. Donnelley & Sons Co. 11,611,200
243,000 The Standard Register Co. 4,252,500
$ 18,881,737
TOTAL SERVICES $ 338,311,766
TECHNOLOGY--2.9%
Business Machines--1.8%
220,000 Hewlett Packard Co. $ 21,972,500
31,000 International Business Machines Corp. 2,278,500
207,500 Megahertz Corp. 2,930,937
1,068,100 Unisys Corp.* 9,212,363
$ 36,394,300
Computer Software--0.7%
210,000 Broderbund Software Inc. $ 9,817,500
40,800 InfoSoft International Inc. 1,433,100
115,000 The Learning Company 2,817,500
$ 14,068,100
</TABLE>

The accompanying notes are an integral part of these financial statements.

7
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
<TABLE>
<CAPTION>
Share
Amount Value
<C> <S> <C>
Electronics--0.4%
125,000 Motorola Corp. $ 7,234,375
TOTAL TECHNOLOGY $ 57,696,775
TRANSPORTATION--1.9%
Railroad & Bus--1.9%
200,000 Burlington Northern, Inc. $ 9,625,000
237,900 Norfolk Southern Corp. 14,422,687
322,860 Union Pacific Corp. 14,730,488
TOTAL TRANSPORTATION $ 38,778,175
UTILITIES--14.0%
Electric Utility--2.5%
975,200 Allegheny Power System, Inc. $ 21,210,600
380,800 Empire District Electric Co. 6,140,400
473,000 IES Industries Inc. 11,943,250
160,000 Oklahoma Gas & Electric 5,300,000
162,300 Sierra Pacific Resources 3,063,413
111,000 Upper Peninsula Energy Co. 1,720,500
$ 49,378,163
Gas Utility--1.3%
170,850 Connecticut Energy Corp. $ 3,331,575
574,650 Indiana Energy, Inc. 11,780,325
134,300 Northwest Natural Gas Co. 3,961,850
214,450 NUI Corp. 3,055,912
331,500 Public Service of North Carolina, Inc. 4,806,750
$ 26,936,412
Telecommunications--9.4%
231,000 Airtouch Communications, Inc. $ 6,727,875
401,300 American Telephone & Telegraph Co. 20,165,325
505,000 Ameritech Corp. 20,389,375
580,000 Bell Atlantic Corp. 28,855,000
441,500 BellSouth Corp. 23,896,187
383,200 GTE Corp. 11,639,700
754,400 Lincoln Telecommunications Co. 12,824,800
410,000 Pacific Telesis Group 11,685,000
500,000 Royal PTT Nederland NV (A.D.R.) 16,875,000
375,000 Tele Danmark A/S (A.D.R.) 9,562,500
741,851 US West, Inc. 26,428,442
$ 189,049,204
Utility/Other--0.8%
276,300 American Waterworks Company, Inc. $ 7,460,100
141,900 Aquarion Co. 3,352,387
190,050 E'Town Corp. 5,012,569
40,700 SJW Corp. 1,312,575
$ 17,137,631
TOTAL UTILITIES $ 282,501,410
TOTAL COMMON STOCKS (COST $1,403,652,147) $1,905,696,548
TOTAL INVESTMENT IN SECURITIES
(COST $1,437,222,628) $1,970,812,551
Principal
Amount
TEMPORARY CASH INVESTMENTS--2.0%
Commercial Paper--2.0%
$14,365,000 American Express Commercial Paper, 5.80%,
1/4/95 $ 14,371,950
9,755,000 Beneficial Commercial Paper, 5.75%, 1/3/95 9,761,238
16,828,000 Commercial Credit Corp. Commercial Paper,
5.80%, 1/5/95 16,833,428
TOTAL COMMERCIAL PAPER (COST $40,948,000) $ 40,966,616
ALL OTHER ASSETS, LESS LIABILITIES--0.0% $ (728,180)
TOTAL NET ASSETS--100% $2,011,050,987
*Represents non-income producing securities
</TABLE>

The accompanying notes are an integral part of these financial statements.

8
<PAGE>

PIONEER FUND
BALANCE SHEET--December 31, 1994
(Dollars in Thousands
Except Per Share Amounts)
<TABLE>
<CAPTION>
<S> <C>
ASSETS:
Investments in securities, at value (identified cost
and cost for federal income tax purposes $1,437,223;
see Schedule of Investments and Notes 1, 2 and 3) $1,970,813
Temporary cash investments, at approximate market
value (see Schedule of Investments and Note 1) 40,967
Cash 760
Receivables--
Dividends and interest 5,689
Trust shares sold 1,857
Other assets 54
Total assets $2,020,140

LIABILITIES:
Payables--
Investment securities purchased $ 6,485
Trust shares repurchased 805
Other 39
Accrued expenses--
Management fees (Note 4) 100
Other (Notes 4, 5 and 6) 1,660
Total liabilities $ 9,089

NET ASSETS:
Trust shares (unlimited number of shares authorized),
amount paid in on 94,325,460 shares outstanding
(Note 1) $1,476,941
Accumulated undistributed net investment income
(Note 2) 457
Accumulated undistributed net realized gain on
investments (Note 2) 63
Net unrealized gain on investments (Note 2) 533,590
Total net assets (equivalent to $21.32 per
share based on 94,325,460 trust shares
outstanding) $2,011,051
</TABLE>

PIONEER FUND
STATEMENT OF OPERATIONS--For The Year
Ended December 31, 1994
(Dollars in Thousands)

<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME (Note 1):
Dividends $ 61,718
Interest. 1,608
Total investment income. $ 63,326

EXPENSES:
Management fees (Note 4) $ 9,362
Transfer fees (Note 5) 5,999
Distribution fees (Note 6) 3,361
Custodian fees 192
Professional fees 124
Accounting 82
Printing 73
Registration fees 68
Fees and expenses of nonaffiliated trustees 55
Miscellaneous 105
Total expenses $ 19,421
Net investment income $ 43,905

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS (Notes 1 and 2):
Net realized gain on investments $ 115,130
Net decrease in net unrealized gain on
investments (170,391)
Net loss on investments $ (55,261)
Net decrease in net assets resulting from
operations $ (11,356)
</TABLE>
The accompanying notes are an integral part of these financial statements.

9
<PAGE>

PIONEER FUND
STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1994 and 1993
(Dollars in Thousands Except Per Share Amounts)

<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
FROM OPERATIONS:
Net investment income $ 43,905 $ 39,187
Net realized gain on investments 115,130 69,675
Net increase (decrease) in unrealized gain on investments (170,391) 145,736
Net increase (decrease) in net assets resulting from operations $ (11,356) $ 254,598

DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ($0.490 and $0.470 per share, respectively) $ (43,571) $ (39,392)
Net realized gain on investments ($1.300 and $0.825 per share,
respectively) (115,221) (69,796)
Decrease in net assets resulting from distributions to
shareholders $(158,792) $(109,188)
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FROM TRUST SHARE TRANSACTIONS: Shares
Net proceeds from sale of shares 9,205,021 7,534,968 $ 211,010 $ 172,757
Net asset value of shares issued to shareholders in
reinvestment of dividend distributions 6,668,270 4,230,196 143,387 97,676
Cost of shares repurchased (9,405,264) (6,943,611) (216,143) (158,929)
Net increase in net assets resulting from trust share
transactions 6,468,027 4,821,553 $ 138,254 $ 111,504
Net increase (decrease) in net assets $ (31,894) $ 256,914

NET ASSETS:
Beginning of year 2,042,945 1,786,031
End of year (including undistributed net investment income
of $457 and $123, respectively) $2,011,051 $2,042,945
</TABLE>

10
<PAGE>
PIONEER FUND
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR THE PERIODS PRESENTED
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Net asset value, beginning
of year $ 23.25 $ 21.51 $ 20.24 $ 18.79 $ 23.28
Income from investment
operations--
Net investment income $ 0.49 $ 0.47 $ 0.50 $ 0.61 $ 0.67
Net realized and
unrealized gain (loss)
on investments (0.63) 2.57 2.22 3.49 (3.10)
Total income (loss)
from investment
operations $ (0.14) $ 3.04 $ 2.72 $ 4.10 $ (2.43)
Distribution to
shareholders from--
Net investment income (0.49) (0.47) (0.50) (0.61) (0.67)
Net realized capital
gains (1.30) (0.83) (0.95) (2.04) (1.39)
Net increase (decrease) in
net asset value $ (1.93) $ 1.74 $ 1.27 $ 1.45 $ (4.49)
Net asset value, end of
year $ 21.32 $ 23.25 $ 21.51 $ 20.24 $ 18.79
Total return* (0.57%) 14.23% 13.60% 22.76% (10.52%)
Ratio of net operating
expenses to average net
assets 0.94% 0.95% 0.98% 0.87% 0.78%
Ratio of net investment
income to average net
assets 2.13% 2.04% 2.33% 2.87% 3.15%
Portfolio turnover rate 20.00% 12.00% 13.00% 22.00% 17.00%
Net assets end of year
(in thousands) $2,011,051 $2,042,945 $1,786,031 $1,614,567 $1,395,520
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
1989 1988 1987 1986 1985
<S> <C> <C> <C> <C> <C>
Net asset value, beginning
of year $ 20.34 $ 18.48 $ 19.72 $ 23.13 $ 20.08
Income from investment
operations--
Net investment income $ 0.61 $ 0.63 $ 0.62 $ 0.56 $ 0.69
Net realized and
unrealized gain (loss)
on investments 4.09 2.72 0.41 1.95 4.19
Total income (loss)
from investment
operations $ 4.70 $ 3.35 $ 1.03 $ 2.51 $ 4.88
Distribution to
shareholders from--
Net investment income (0.68) (0.62) (0.61) (0.67) (0.79)
Net realized capital
gains (1.08) (0.87) (1.66) (5.25) (1.04)
Net increase (decrease) in
net asset value $ 2.94 $ 1.86 $ (1.24) $ (3.41) $ 3.05
Net asset value, end of
year $ 23.28 $ 20.34 $ 18.48 $ 19.72 $ 23.13
Total return* 23.39% 18.33% 5.44% 11.49% 26.03%
Ratio of net operating
expenses to average net
assets 0.75% 0.76% 0.70% 0.70% 0.68%
Ratio of net investment
income to average net
assets 2.60% 3.03% 2.75% 2.44% 3.24%
Portfolio turnover rate 6.00% 11.00% 14.00% 31.00% 18.00%
Net assets end of year
(in thousands) $1,618,320 $1,409,755 $1,272,118 $1,302,120 $1,474,288
</TABLE>
*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.

The accompanying notes are an integral part of these financial statements.

11
<PAGE>
NOTES TO FINANCIAL STATEMENTS--December 31, 1994

1. Pioneer Fund (the Fund), a Massachusetts business trust, is registered under
the Investment Company Act of 1940 as a diversified, open-end management
company. The following is a summary of significant accounting policies
consistently followed by the Fund, which are in conformity with those generally
accepted in the investment company industry.

A. Investment Securities--Security transactions are recorded on the date the
securities are purchased or sold. Each day investments in 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 last bid and asked prices. Temporary cash investments
are stated at cost plus accrued interest, which approximates market value.
Dividend income is recorded on the ex-dividend date and interest income is
recorded on the accrual basis.

Gains and losses from sales of investments are calculated on the
"identified cost" method for both financial reporting and federal income
tax purposes. It is the Fund's practice first to select for sale those
securities which have the highest cost and also qualify for long- term
capital gain or loss treatment for tax purposes.

B. Federal Taxes--It is the Fund's policy to comply with the requirements of
the Internal Revenue Code applicable to regulated investment companies and
to distribute all of its taxable income and net realized capital gains to
its shareholders. Therefore, no federal tax provisions are required.

The characterization of distributions to shareholders for financial
reporting purposes is determined in accordance with income tax rules.
Therefore, the source of a portfolio's distributions may be shown in the
accompanying financial statements as either from or in excess of net
investment income or net realized gain on investment transactions, or from
capital, depending on the type of book/tax differences that may exist.

C. Trust Shares--The Fund records sales and repurchases of its trust shares
on the trade date. Net losses, if any, as a result of cancellations, are
absorbed by Pioneer Funds Distributor, Inc. (PFD), the principal underwriter
for the Fund and wholly owned subsidiary of The Pioneer Group, Inc. (PGI).
PFD earned approximately $990,127 in underwriting commissions on the sale of
Fund shares during the year ended December 31, 1994. Dividends and
distributions to shareholders are recorded as of the ex-dividend date.

2. At December 31, 1994, total cost of securities, net realized gain on
investments and the decrease in net unrealized gain on investments for federal
income tax purposes were identical to those on a financial reporting basis.
Aggregate gross unrealized gain on securities in which there was an excess of
market value over tax cost was $571,088,000. Aggregate gross unrealized loss on
securities in which there was an excess of tax cost over market value was
$37,498,000. Net unrealized gain for tax purposes was $533,590,000.

3. During the year ended December 31, 1994, the cost of purchases and proceeds
from sales of invest- ments, other than temporary cash investments, were
$405,131,000 and $409,038,000, respectively.

4. Pioneering Management Corporation (PMC) is the Fund's investment adviser and
a wholly owned subsidiary of PGI. Management fees are calculated daily at the
annual rate of 0.50% of the Fund's average daily net assets up to $250,000,000,
0.48% of such assets between $250,000,000 and $300,000,000, and 0.45% of such
assets in excess of $300,000,000.

PMC furnishes investment advice, provides office facilities and pays executive
salaries and certain other operating expenses under the management agreement.
No officer of the Fund receives any compensation directly from the Fund. All
officers of the Fund are directors and/or officers of the investment adviser
and/or principal underwriter. In addition, certain other services and costs,
including accounting, regulatory reporting and insurance premiums, are paid by
the Fund under the management agreement. Included in Accrued Expenses--Other is
$19,717 in accounting fees payable to PMC at December 31, 1994.

5. Pioneering Services Corporation (PSC), a wholly owned subsidiary of PGI,
provides substantially all transfer agent and shareholder services to the Fund,
at negotiated rates. Included in Accrued Expenses--Other is $524,926 in
transfer fees payable to PSC at December 31, 1994.

6. The Fund has adopted a Plan of Distribution (the Plan), in accordance with
Rule 12b-1 under the Investment Company Act of 1940 pursuant to which certain
distribution and service fees are paid to PFD. The Plan provides that

12
<PAGE>
NOTES TO FINANCIAL STATEMENTS--
(Continued)

the Fund reimburses PFD for its actual expenditures to finance any activity
primarily intended to result in the sale of the Fund's shares or to provide
services to the Fund's shareholders. Plan expenses are accrued daily and may
not exceed 0.25% of the Fund's average annual net assets. The Plan provides for
service fees to be paid at a rate of 0.15% per annum on qualifying investments
in the Fund made prior to August 19, 1991 and 0.25% on qualifying investments
made on or subsequent to that date. Included in Accrued Expenses--Other is
$962,925 in distribution fees payable to PFD at December 31, 1994.

13
<PAGE>

TRUSTEES' FEES, PRINCIPAL SHAREHOLDERS AND
SHARE OWNERSHIP OF TRUSTEES AND OFFICERS

The aggregate direct remuneration paid by the Fund to nonaffiliated trustees
and officers during the year ended December 31, 1994, including expenses
incurred in attending trustees meetings, was approximately $75,030. Fees of
trustees who are affiliated with or "interested persons" of Pioneering
Management Corporation and Pioneer Funds Distributor, Inc., investment adviser
and principal underwriter, respectively, of the Fund are reimbursed to the Fund
by Pioneering Management Corporation in accordance with the management contract
with the Fund. At December 31, 1994, the trustees and officers of the Fund
owned beneficially 205,737 shares of the Fund (approximately .22% of the
outstanding shares). The Pioneer Group, Inc., parent company of Pioneering
Management Corporation and Pioneer Funds Distributor, Inc., is a publicly held
corporation of which Mr. Cogan owned approximately .15% of the outstanding
shares of capital stock at December 31, 1994.

TAX TREATMENT OF DISTRIBUTIONS MADE
DURING THE YEAR ENDED DECEMBER 31, 1994

During the year ended December 31, 1994, the Fund paid the following
distributions:
<TABLE>
<CAPTION>
Distributions Per Share
To From Net
Shareholders Investment From Net
of Record Payment Date Income Realized Gain
Short-term Long-term
<S> <C> <C> <C> <C>
3/16/94 3/31/94 $0.11
6/16/94 6/30/94 0.11
9/15/94 9/30/94 0.11
12/20/94 12/28/94 0.16 $0.02 $1.28
TOTAL $0.49 $0.02 $1.28
</TABLE>
On a per share basis, the distributions from net realized gain include $1.28,
which should be reported as long-term capital gain. The remaining $0.02 should
be combined with the $0.49 distribution from net investment income for a total
of $0.51, which represents ordinary income.

14
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE SHAREHOLDERS AND THE BOARD OF TRUSTEES OF PIONEER FUND:

We have audited the accompanying balance sheet of Pioneer Fund (a
Massachusetts business trust), including the schedule of investments as of
December 31, 1994, and the related statement of operations for the year then
ended, statements of changes in net assets for the years ended December 31,
1994 and 1993 and financial highlights for the periods presented. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Fund as of December 31, 1994, the results of its operations, the
changes in its net assets and financial highlights for the periods presented,
in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 3, 1995

15
<PAGE>

PIONEER 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

TRUSTEES
JOHN F. COGAN, JR.
RICHARD H. EGDAHL, M.D.
MARGARET B.W. GRAHAM
JOHN W. KENDRICK
MARGUERITE A. PIRET
DAVID D. TRIPPLE
STEPHEN K. WEST
JOHN WINTHROP

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

Please call Pioneer for information on:
Existing accounts, new accounts,
prospectuses, applications and
service forms....................................................1-800-225-6292
Fund yields and prices...........................................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

When distributed to persons who are not shareholders of the Fund, this report
must be accompanied by an official prospectus, which includes information about
the sales commissions, objectives, policies, and other facts about the Fund.

0295-2262
((c))Pioneer Funds Distributor, Inc.

<ARTICLE> 6
<CIK> 0000078713
<NAME> Pioneer Fund
<SERIES>
<NUMBER> 0
<NAME> none
<MULTIPLIER> 1
<CURRENCY> U. S .Dollars
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 1,437,223,000
<INVESTMENTS-AT-VALUE> 1,970,813,000
<RECEIVABLES> 7,546,000
<ASSETS-OTHER> 54,000
<OTHER-ITEMS-ASSETS> 41,727,000
<TOTAL-ASSETS> 2,020,140,000
<PAYABLE-FOR-SECURITIES> 6,485,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,604,000
<TOTAL-LIABILITIES> 9,089,000
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,476,941,000
<SHARES-COMMON-STOCK> 94,325,460
<SHARES-COMMON-PRIOR> 87,857,433
<ACCUMULATED-NII-CURRENT> 457,000
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 63,000
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 533,590,000
<NET-ASSETS> 2,011,051,000
<DIVIDEND-INCOME> 61,718,000
<INTEREST-INCOME> 1,608,000
<OTHER-INCOME> 0
<EXPENSES-NET> (19,421,000)
<NET-INVESTMENT-INCOME> 43,905,000
<REALIZED-GAINS-CURRENT> 115,130,000
<APPREC-INCREASE-CURRENT> (170,391,000)
<NET-CHANGE-FROM-OPS> (11,356,000)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (43,571,000)
<DISTRIBUTIONS-OF-GAINS> (115,221,000)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,205,021
<NUMBER-OF-SHARES-REDEEMED> (9,405,264)
<SHARES-REINVESTED> 6,668,270
<NET-CHANGE-IN-ASSETS> (31,894,000)
<ACCUMULATED-NII-PRIOR> 123,000
<ACCUMULATED-GAINS-PRIOR> 154,000
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (9,362,000)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (19,421,000)
<AVERAGE-NET-ASSETS> 2,060,869,500
<PER-SHARE-NAV-BEGIN> 23.250
<PER-SHARE-NII> 0.490
<PER-SHARE-GAIN-APPREC> (0.630)
<PER-SHARE-DIVIDEND> (0.490)
<PER-SHARE-DISTRIBUTIONS> (1.300)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 21.320
<EXPENSE-RATIO> 0.940
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>