PIONEER FUND /MA/
497, 1995-04-03
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                                                         April 3, 1995

                                   SUPPLEMENT
                            to the prospectuses for:

<TABLE>
<CAPTION>


<S>                                                                          <C>  
Pioneer Fund                                                                 April 29, 1994 (revised October 28, 1994)
Pioneer Growth Shares                                                        July 1, 1994
Pioneer Winthrop Real Estate Investment Fund                                 October 28, 1994 (revised February 8, 1995)
Pioneer Income Fund                                                          July 1, 1994
Pioneer America Income Trust                                                 April 29, 1994 (revised July 1, 1994)
Pioneer Intermediate Tax-Free Fund                                           April 29, 1994
Pioneer Tax-Free Income Fund                                                 July 1, 1994

</TABLE>


                             How to Buy Fund Shares

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







                                             0495-2418
                                             (C) Pioneer Funds Distributor, Inc.




<PAGE>



[Pioneer Logo]
Pioneer
Fund
Prospectus
April 29, 1994
(revised October 28, 1994)

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 29, 1994, 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>
<CAPTION>
                            TABLE OF CONTENTS                        PAGE
<S>         <C>                                                        <C>
I.          EXPENSE INFORMATION                                         2
II.         FINANCIAL HIGHLIGHTS                                        3
III.        INVESTMENT OBJECTIVES AND POLICIES                          4
IV.         MANAGEMENT OF THE FUND                                      4
V.          DISTRIBUTION PLAN                                           5
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
             Financial Reports and Tax Information                     10
             Distribution Options                                      10
             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)              11
             Retirement Plans                                          11
             Systematic Withdrawal Plans                               11
             Reinstatement Privilege                                   11
VIII.       INVESTMENT RESULTS                                         11
</TABLE>

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.

<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, 1993 expressed as a percentage of average net assets of
the Fund.

<TABLE>
<S>                                            <C>          <C>
 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                                                 0.15%
 Other Expenses:
  Transfer Fees                                0.27%
  All other expenses (including printing
     expenses and professional fees)           0.08%
  Total other operating expenses                            0.35%
Total Operating Expenses                                    0.95%
</TABLE>

(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 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:
 <TABLE>
<CAPTION>
  One Year       Three Years      Five Years      Ten Years
     <S>            <C>             <C>             <C>
     $67            $86*            $107*           $167*
</TABLE>

*These are cumulative totals; the average fees and expenses paid over a 10-year
period would be approximately $16.70 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 mutual funds in the Pioneer complex. See "Exchange
Privilege."

<PAGE>

II. FINANCIAL HIGHLIGHTS
The following information has been derived from financial statements of the Fund
which have been audited by Arthur Andersen & Co., independent public
accountants. Arthur Andersen & Co.'s report on the Fund's financial statements
as of December 31, 1993 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>
                                                               Years Ended December 31,
                      1993       1992       1991       1990        1989       1988       1987
1986       1985          1984
<S>                   <C>        <C>        <C>        <C>        <C>         <C>        <C>
<C>        <C>            <C>
Net asset value,
  beginning of
  period              $21.51     $20.24     $18.79     $23.28     $20.34      $18.48     $19.72
$23.13     $20.08      $22.08
Income from
  investment
  operations--
  Net investment
  income              $0.467     $0.496     $0.610     $0.674     $0.609      $0.627     $0.621
$0.562     $0.687      $0.748
Net realized and
  unrealized gain
  (loss) on
  investments          2.568      2.224      3.490     (3.104)     4.091       2.723      0.409
1.948      4.193      (0.953)
Total income
  (loss) from
  investment
  operations          $3.035     $2.720     $4.100    $(2.430)    $4.700      $3.350     $1.030
$2.510     $4.880     $(0.205)
Distribution to
  shareholders
  from--
  Net investment
  income              (0.470)    (0.500)    (0.610)    (0.670)    (0.680)     (0.620)    (0.610)
(0.670)    (0.790)     (0.800)
  Net realized
  capital gains       (0.825)    (0.950)    (2.040)    (1.390)    (1.080)     (0.870)    (1.660)
(5.250)    (1.040)     (0.995)
Net increase
  (decrease) in
  net asset value     $ 1.74      $ 1.27    $ 1.45     $(4.49)    $ 2.94      $ 1.86     $(1.24)
$(3.41)    $ 3.05      $(2.00)
Net asset value,
  end of period       $23.25      $21.51    $20.24     $18.79     $23.28      $20.34     $18.48
$19.72     $23.13      $20.08
Total return*          14.23%      13.60%    22.76%    (10.52%)    23.39%      18.33%      5.44%
11.49%     26.03%      (0.86%)
Ratio of net
  operating
  expenses
  to average net
  assets                0.95%      0.98%      0.87%      0.78%      0.75%       0.76%      0.70%
0.70%      0.68%       0.69%
Ratio of net
  investment
  income to
  average net
  assets                2.04%      2.33%      2.87%      3.15%      2.60%       3.03%      2.75%
2.44%      3.24%       3.84%
Portfolio
  turnover rate        12.00%     13.00%     22.00%     17.00%      6.00%      11.00%     14.00%
31.00%     18.00%       6.00%
Net assets end
  of period
  (in thousands)  $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  $1,325,916

</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.

<PAGE>

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 accountfor 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 NASDAQ, 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 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 subsidiary, Pioneer Funds Distributor, Inc. ("PFD"), is the
principal underwriter of shares of the Fund.

All portfolios managed by PMC, including the Fund, are overseen by an Investment
Committee (the "Committee"), which consists of PMC's most senior investment
professionals. The Committee is chaired by Mr. David Tripple, PMC's President
and Chief Investment Officer and Executive Vice President of 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 is the responsibility of John A. Carey, Vice
President of the Fund and PMC. Mr. Carey joined PMC in 1979.

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

Under the terms of its contract with the 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 to be 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

<PAGE>

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) brokers' commissions and 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.

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 investment research or brokerage services or sells shares
of the Fund or other 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, 1993, the Fund
incurred expenses of approximately $18,190,000, including management fees paid
or payable to PMC of approximately $8,774,000.

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, 1994.

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 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 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 discre-

<PAGE>

tion, 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
shall not be payable 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 "Waiver or Reduction of Contingent Deferred Sales Charge." 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.

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, provided PFD is
notified by such person or his or her broker-dealer each time a purchase is
made which would qualify. Pioneer mutual funds include all mutual funds for
which PFD serves as principal underwriter. For example, a person investing
$5,000 in the Fund who currently owns shares of other Pioneer 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 thirteen-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. 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 family of 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

<PAGE>

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
offering 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 (normally 5:30 p.m.). It is the responsibility of
broker-dealers to transmit orders so that they will be received by PFD prior to
its 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 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 by the end of the 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 dividends from investment income, if any, quarterly
during the months of March, June, September and December and to make
distributions from net realized long term capital gains, if any, in December.
Net short-term capital gains distributions, if any, may be paid with such
dividends, and other distributions of dividends and capital gains may also be
made at such times as may be necessary to avoid federal income or excise tax.
Dividends from the Fund's net investment income, net short-term capital gains
and certain net foreign exchange gains are taxable as ordinary income.
Distributions 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. Amounts qualifying for the deduction
may be includable in income subject to the alternative minimum tax and/or may
result in a reduction in the shareholders' tax basis in Fund shares.

Dividends and other distributions and the proceeds of redemptions, exchanges or
repurchases of Fund shares paid to individuals and other non-exempt payees will
be subject to a 31% federal backup withholding 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
withholding applies. Please refer to the Account Application for additional
information.

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

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 and, if applicable, 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, 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 will 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

<PAGE>

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 Transactions 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 contingent deferred sales charge (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 make a charge to 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 potentially 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.

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

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 contingent
deferred sales charge ("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 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 Internal Revenue Code of 1986 (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

<PAGE>

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 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. 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.
Arrangements for regular automatic investments may also be made 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 PGI in maintaining these plans.

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.

<PAGE>

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.

Directed Dividends
You may elect (in writing) to have the dividends paid by one Pioneer fund
account invested in a second Pioneer fund account. The value of this second
account must be at least $1,000 ($500 for 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 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 exchanges 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 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
cost 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, the Fund will record
each telephone transaction, require the caller to provide the personal
identification number (PIN) for the account and send you a written confirmation
of each telephone transaction. Different procedures may apply to accounts that
are registered to non-U.S. citizens or that are held in the name of an
institution or in the name of an investment broker-dealer or other third-party.
If reasonable procedures, such as those described above, are not followed, the
Fund may be liable for any loss due to unauthorized or fraudulent instructions.
The Fund may implement other procedures from time to time. In all other cases,
neither the Fund, PSC or PFD will be responsible for the authenticity of
instructions received by telephone, therefore, you bear the risk of loss for
unauthorized or fraudulent telephone transactions.

<PAGE>

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

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 also 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.

<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

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

1294-1848-2
(C) Pioneer Funds Distributor, Inc.







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