PIONEER MONEY MARKET TRUST
497, 1995-04-07
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                           PIONEER MONEY MARKET TRUST
                                60 State Street
                          Boston, Massachusetts 02109


                                             April 7, 1995


VIA ELECTRONIC TRANSMISSION

File Desk
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC  20549

     Re:      Pioneer Money Market Trust (the "Trust")
              File Nos. 33-13179 and 811-5099
              CIK No.0000812195`


Ladies and Gentlemen:

     Pursuant to Rule 497(e) and Rule 101 of Regulation S-T under the Securities
Act of 1933,  attached for electronic filing is a copy of the Trust's Prospectus
dated March 31, 1995,  revised as of April 7, 1995 and tagged to reflect changes
in the text. The tags reflect changes made to the Trust's  Prospectus  since the
filing made pursuant to Rule 497(c) on April 7, 1995 .

     If you have any  questions  concerning  the  foregoing or the  attachments,
please call the undersigned or Elizabeth Watson collect at (617) 742-7825.

                                             Very truly yours,



                                             /s/Eunice R. Simmons
                                             Eunice R. Simmons
                                             EDGAR Compliance Associate


Attachment(s)

cc:  Ms. Elizabeth Watson
     Ms. Collette B. Rajotte
     Joseph P. Barri, Esq.
     Elaine M. Hartnett, Esq.
     (all w/ copy of submission)



<PAGE>

[logo]PIONEER LOGO
Pioneer Cash Reserves Fund 
Pioneer U.S. Government Money Fund 
Pioneer Tax-Free Money Fund 


Class A and Class B Shares 
Prospectus March 31, 1995 



Pioneer Cash Reserves Fund, Pioneer U.S. Government Money Fund and Pioneer 
Tax-Free Money Fund (the "Funds") are money market funds. The Funds' Class A 
shares are offered without a sales charge. The Funds' investment objective is 
to provide high current income, preservation of capital and liquidity through 
investments in high-quality short-term securities. Each Fund employs different 
investment policies to achieve this investment objective. 



Pioneer Cash Reserves Fund (Class A and B Shares)--a portfolio of money market 
instruments, including: securities of the United States government and its 
agencies and instrumentalities; certificates of deposit; corporate commercial 
paper; and other debt instruments. 



Pioneer U.S. Government Money Fund (Class A Shares Only)--a portfolio of 
securities issued or guaranteed as to principal and interest by the United 
States government, the interest on which is generally exempt from state income 
tax. 



Pioneer Tax-Free Money Fund (Class A Shares Only)--a portfolio of obligations 
issued by states, territories and possessions of the United States ("U.S.") the 
interest on which is exempt from federal income tax. 



This Prospectus (Part A of the Registration Statement) provides information 
about the Funds that you should know before investing. Please read and keep it 
for your future reference. More information about the Funds is included in Part 
B, the Statement of Additional Information, dated March 31, 1995, which is 
incorporated into this Prospectus by reference. You may obtain a copy of the 
Statement of Additional Information free of charge by calling Shareholder 
Services at 1-800-225-6292 or by written request to the Funds at 60 State 
Street, Boston, Massachusetts 02109. Other information about the Funds has been 
filed with the Securities and Exchange Commission (the "SEC") and is available 
upon request and without charge. 


The yield for each Fund will fluctuate. Shares in the Funds are not deposits or 
obligations of, or guaranteed or endorsed by, any bank, and the shares are not 
federally insured by the Federal Deposit Insurance Corporation, the Federal 
Reserve Board or any other agency. INVESTMENTS IN THE FUNDS ARE NEITHER INSURED 
NOR GUARANTEED BY THE UNITED STATES GOVERNMENT. THERE CAN BE NO ASSURANCE THAT 
THE FUNDS WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE. 

<TABLE>
<CAPTION>


       TABLE OF CONTENTS                                          PAGE 
<S>      <C>                                                       <C>
I.       EXPENSE INFORMATION                                        2 
II.      FINANCIAL HIGHLIGHTS                                       3 
III.     THE TRUST                                                  4 
IV.      THREE INVESTMENT PROGRAMS                                  4 
          Suitability                                               4 
          Investment Policies                                       4 
          Additional Information                                    6 
V.       FUND SHARE ALTERNATIVES                                    6 
          Class A Shares                                            6 
          Class B Shares                                            6 
VI.      SHARE PRICE                                                7 
VII.     HOW TO BUY FUND SHARES                                     7 
VIII.    HOW TO SELL FUND SHARES                                    9 
IX.      HOW TO EXCHANGE FUND SHARES                               10 
X.       DISTRIBUTION PLANS                                        11 
XI.      DIVIDENDS, DISTRIBUTIONS AND TAXATION                     11 
XII.     MANAGEMENT OF THE TRUST                                   12 
XIII.    DESCRIPTION OF SHARES AND VOTING RIGHTS                   13 
XIV.     SHAREHOLDER SERVICES                                      13 
          Account and Confirmation Statements                      14 
          Additional Investments                                   14 
          Automatic Investment Plans                               14 
          Financial Reports and Tax Information                    14 
          Dividend Options                                         14 
          Voluntary Tax Withholding                                14 
          Retirement Plans                                         14 
          Yield Information                                        14 
          Telecommunications Device for the Deaf (TDD)             14 
          Systematic Withdrawal Plans                              15 
          Telephone Transactions and Related Liabilities           15 
XV.      INVESTMENT RESULTS                                        15 
XVI.     APPENDIX                                                  15 

</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 
Funds. The table reflects annual operating expenses based upon actual expenses 
of the Class A shares for the fiscal year ended December 31, 1994, expressed as 
a percentage of the average net assets of each Fund. 
<TABLE>
<CAPTION>
                                                            Pioneer Cash 
                                                           Reserves Fund 
Shareholder Transaction Expenses:                     Class A        Class B 
<S>                                                   <C>            <C>
Maximum Initial Sales Charge on Purchases (as a 
  percentage of offering price)                        None            None 
Maximum Sales Charge on Reinvestment of 
  Dividends                                            None            None 
Maximum Deferred Sales Charge (as a percentage 
  of original purchase price or redemption 
  price, as applicable)                                None            4.00% 
Redemption Fee(1)                                      None            None 
Exchange Fee                                           None            None 
Annual Operating Expenses (as a percentage of 
  net assets):(3) 
Management Fee (after Expense Limitation)(2)           0.25%           0.25% 
12b-1 Fees                                             0.10%           1.00% 
Other Expenses (including transfer agent fee, 
  custodian fees and accounting and printing 
  expenses)                                            0.50%           0.50% 
Total Operating Expenses: 
  (after Expense Limitation)(2)                        0.85%           1.75% 
</TABLE>


<TABLE>
<CAPTION>
                                                       Pioneer           Pioneer 
                                                     U.S. Govern-       Tax-Free 
                                                      ment Money          Money 
                                                         Fund             Fund 
<S>                                                     <C>               <C>
Shareholder Transaction Expenses: 
Maximum Initial Sales Charge on Purchases (as a 
  percentage of offering price)                         None              None 
Maximum Sales Charge on Reinvestment of 
  Dividends                                             None              None 
Redemption Fee(1)                                       None              None 
Exchange Fee                                            None              None 
Annual Operating Expenses 
   (as a percentage of net assets): 
Management Fee (after Expense Limitation)(2)            0.00%             0.00% 
12b-1 Fees                                              0.12%             0.09% 
Other Expenses (including transfer agent fee, 
  custodian fees and accounting and printing 
  expenses) 
  (after Expense Limitation)(2)                         0.73%             0.66% 
Total Operating Expenses 
  (after Expense Limitation)(2)                         0.85%             0.75% 
</TABLE>



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



(2) Effective April 1, 1995, Pioneering Management Corporation ("PMC"), the 
    Funds' investment adviser, has agreed not to impose its management fee and 
    to make other arrangements, if necessary, to limit the operating expenses 
    of each Fund as listed below. This agreement is voluntary and temporary and 
    may be revised or terminated at any time. 



<TABLE>
<CAPTION>

                                                      Pioneer 
                                      Pioneer           U.S.           Pioneer 
                                        Cash         Government       Tax-Free 
                                      Reserves         Money            Money 
              Fund                      Fund            Fund            Fund 
<S>                                     <C>             <C>             <C>
Management Fee                          0.40%           0.40%           0.40% 
Expense Limitation                      0.85%*          0.85%           0.75% 
Expenses Absent Limitation 
 Other Expenses 
  Class A                               n/a             0.78%           1.63% 
  Class B                               n/a             n/a             n/a 
 Total Operating Expenses 
  Class A                               1.00%           1.30%           2.12% 
  Class B                               1.90%           n/a             n/a 
</TABLE>



*For Pioneer Cash Reserves Fund, the portion of fund-wide expenses attributable 
 to Class B shares will be reduced only to the extent such expenses are reduced 
 for the Class A shares of that Fund. 



(3) For Class B shares, percentages are based on estimated expenses that would 
    have been incurred during the previous fiscal year had Class B shares been 
    outstanding. 


 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>

                                    Pioneer Cash Reserves Fund 
                         1 Year      3 Years      5 Years      10 Years 
<S>                      <C>         <C>          <C>          <C>
Class A Shares             $ 9         $27         $  47         $  104 
Class B Shares 
  --Assuming 
  complete 
    redemption at 
    end of period          $58         $85         $ 115         $184* 
 --Assuming no 
    redemption             $18         $55         $ 95          $184* 
</TABLE>



*Class B shares convert to Class A shares eight years after purchase; 
 therefore, Class A expenses are used after year eight. 
<TABLE>
<CAPTION>
                                   1 Year      3 Years      5 Years      10 Years 
<S>                                  <C>         <C>          <C>           <C>
Pioneer U.S. Government Money 
  Fund                               $9          $27          $47           $105 
Pioneer Tax-Free Money Fund          $8          $24          $42           $ 94 
</TABLE>



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 information 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. 



A sales charge may be applied to exchanges of shares of the Funds for shares of 
certain other Pioneer mutual funds. See "How to Exchange Fund Shares." The 
payment of Rule 12b-1 fees by each fund may result in long-term shareholders of 
a Fund 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. 




For further information regarding management fees, 12b-1 fees and other 
expenses of the Trust, including information regarding the basis upon which 
management fees and 12b-1 fees are paid, see "Management of the Trust," 
"Distribution Plans" and "How To Buy Fund Shares" in this Prospectus and 
"Management of the Trust" and "Distribution Plans" in the Statement of 
Additional Information. 



                                        2 
<PAGE> 
II. FINANCIAL HIGHLIGHTS 


The following information has been derived from financial statements of the 
Funds which have been audited by Arthur Andersen LLP, independent public 
accountants. Arthur Andersen LLP's report on the Trust's financial statements 
as of December 31, 1994, appears in the Trust'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 Trust's Annual Report. Class B shares are a new 
class of shares available only for Pioneer Cash Reserves Fund; no Financial 
Highlights exist for Class B shares. 



Pioneer Cash Reserves Fund 
Selected Data for each Class A Share Outstanding For the Periods Presented 
<TABLE>
<CAPTION>
                                                    For the Year Ended December 31, 
                                                                                                              June 22, 
                                                                                                              1987 to 
                                                                                                            December 31, 
                                 1994        1993      1992       1991       1990       1989       1988         1987 
<S>                            <C>         <C>        <C>       <C>        <C>        <C>        <C>          <C>
Net asset value, beginning 
  of period                    $   1.00    $  1.00    $  1.00   $  1.00    $   1.00   $  1.00    $  1.00      $  1.00 
Income from investment 
  operations: 
Net investment income          $   0.03    $  0.02    $  0.03   $  0.05    $   0.07   $  0.08    $  0.07      $  0.03 
Distributions to 
  shareholders from: 
Net investment income             (0.03)     (0.02)     (0.03)    (0.05)      (0.07)    (0.08)     (0.07)       (0.03) 
Net increase in net asset 
  value                        $   0.00    $  0.00    $  0.00   $  0.00    $   0.00   $  0.00    $  0.00      $  0.00 
Net asset value, end of 
  period                       $   1.00    $  1.00    $  1.00   $  1.00    $   1.00   $  1.00    $  1.00      $  1.00 
Total return*                      3.57%      2.47%      3.06%     5.29%       7.74%     8.80%      7.05%        3.48% 
Ratio of net operating 
  expenses to average net 
  assets                           0.50%      0.75%      0.81%     0.88%       0.75%     0.82%      0.78%        0.53%** 
Ratio of net investment 
  income to average net 
  assets                           2.59%      2.44%      3.03%     5.23%       7.53%     8.43%      6.91%        6.94%** 
Net assets end of period 
  (in thousands)               $173,195    $64,841    $59,097   $73,010    $101,120   $80,121    $59,592      $34,756 
Ratios assuming no 
  reduction of fees or 
  expenses: 
Net operating expenses             0.65%      1.10%      1.01%        +           +         +       0.91%        1.01%** 
Net investment income              2.44%      2.09%      2.82%        +           +         +       6.77%        6.46%** 
</TABLE>



Pioneer U.S. Government Money Fund 
Selected Data for each Class A Share Outstanding For the Periods Presented 
<TABLE>
<CAPTION>
                                                         For the Year Ended December 31, 
                                                                                                                    April 11, 
                                                                                                                     1988 to 
                                                                                                                   December 31, 
                                      1994         1993         1992         1991         1990         1989            1988 
<S>                                 <C>          <C>          <C>          <C>          <C>          <C>              <C>
Net asset value, beginning of 
  period                            $  1.00      $  1.00      $  1.00      $  1.00      $  1.00      $  1.00          $ 1.00 
Income from investment 
  operations: 
Net investment income               $  0.04      $  0.03      $  0.03      $  0.05      $  0.07      $  0.08          $ 0.05 
Distributions to shareholders 
  from: 
Net investment income                 (0.04)       (0.03)       (0.03)       (0.05)       (0.07)       (0.08)          (0.05) 
Net increase in net asset value     $  0.00      $  0.00      $  0.00      $  0.00      $  0.00      $  0.00          $ 0.00 
Net asset value, end of period      $  1.00      $  1.00      $  1.00      $  1.00      $  1.00      $  1.00          $ 1.00 
Total return*                          3.65%        2.63%        3.19%        5.41%        7.61%        8.80%           5.34% 
Ratio of net operating expenses 
  to average net assets                0.63%        0.55%        0.59%        0.60%        0.60%        0.53%           0.50%** 
Ratio of net investment income 
  to average net assets                3.64%        2.61%        3.15%        5.29%        7.37%        8.37%           7.52%** 
Net assets end of period 
(in thousands)                      $29,101      $23,875      $23,619      $28,373      $27,828      $20,508          $9,503 
Ratios assuming no reduction of 
  fees or expenses: 
Net operating expenses                 1.08%        1.37%        1.24%        1.08%        0.80%        1.12%           1.13%** 
Net investment income                  3.19%        1.79%        2.50%        4.81%        7.17%        7.77%           6.88%** 
</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. 


** Annualized. 


+ No reduction of fees or expenses in this period. 



                                        3 
<PAGE> 

Pioneer Tax-Free Money Fund 
Selected Data for each Class A Share Outstanding For the Periods Presented 


<TABLE>
<CAPTION>

                                                            For the Year Ended December 31, 
                                                                                                                     April 11, 
                                                                                                                      1988 to 
                                                                                                                    December 31, 
                                            1994        1993        1992        1991        1990        1989            1988 
<S>                                       <C>          <C>         <C>         <C>         <C>         <C>             <C>
Net asset value, beginning of period      $  1.00      $ 1.00      $ 1.00      $ 1.00      $ 1.00      $ 1.00          $ 1.00 
Income from investment operations: 
Net investment income                     $  0.02      $ 0.02      $ 0.02      $ 0.04      $ 0.05      $ 0.06          $ 0.04 
Distributions to shareholders from: 
Net investment income                       (0.02)      (0.02)      (0.02)      (0.04)      (0.05)      (0.06)          (0.04) 
Net increase in net asset value           $  0.00      $ 0.00      $ 0.00      $ 0.00      $ 0.00      $ 0.00          $ 0.00 
Net asset value, end of period            $  1.00      $ 1.00      $ 1.00      $ 1.00      $ 1.00      $ 1.00          $ 1.00 
Total return*                                2.40%       1.92%       2.38%       4.00%       5.48%       6.06%           3.71% 
Ratio of net operating expenses to 
  average net assets                         0.50%       0.50%       0.50%       0.50%       0.50%       0.50%           4.98%** 
Ratio of net investment income to 
  average net assets                         2.34%       1.92%       2.33%       3.91%       5.37%       5.86%           5.13%** 
Net assets end of period (in 
  thousands)                              $10,059      $8,114      $7,241      $7,539      $6,968      $5,351          $3,272 
Ratios assuming no reduction of fees 
  or expenses: 
Net operating expenses                       1.87%       1.85%       2.07%       1.08%       1.91%       2.27%           1.50% 
Net investment income                        0.97%       0.57%       0.77%       4.81%       3.96%       4.09%           4.13%** 
</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. 

** Annualized. 



III. THE TRUST 



Pioneer Cash Reserves Fund, Pioneer U.S. Government Money Fund and Pioneer 
Tax-Free Money Fund are series of Pioneer Money Market Trust (the "Trust"), an 
open-end, management investment company (commonly referred to as a mutual fund) 
organized as a Massachusetts business trust on March 31, 1987 and reorganized 
as a Delaware business trust on March 30, 1995. The Trust has authorized an 
unlimited number of shares, which are currently organized into these three 
series, and continuously offers its shares to the public. Under normal 
conditions, each Trust must redeem shares upon the demand of any shareholder. 
The Trustees have the authority, without shareholder approval, to classify and 
reclassify the shares of the Funds or any new series of the Trust. As of the 
date of this Prospectus, the Trustees have authorized the issuance of a single 
class of shares for Pioneer U.S. Government Money Fund and Pioneer Tax- Exempt 
Money Fund, designated Class A, and, for Pioneer Cash Reserves Fund only, two 
classes of shares, designated Class A and Class B. 


IV. THREE INVESTMENT PROGRAMS 

The investment objective of Pioneer Cash Reserves Fund, Pioneer U.S. Government 
Money Fund and Pioneer Tax-Free Money Fund is to provide high current income, 
preservation of capital and liquidity through investments in high-quality 
short-term securities. 

Each of the three Funds seeks to maintain a constant net asset value of $1.00 
per share by investing in a portfolio of money market instruments maturing 
within 397 days and with a dollar-weighted average maturity of 90 days or less. 


There can be no guarantee that the Funds will achieve their investment 
objective or that they will be able to maintain constant $1.00 net asset values 
per share. 


Suitability 

The Funds are designed to provide a convenient way for individual, corporate 
and institutional investors to earn income on their cash reserves, with easy 
access to their money and stable principal value. 

Ownership of shares of the Funds also eliminates the bookkeeping and 
administrative inconvenience of purchasing money market securities directly. 

Investment Policies 

Pioneer Cash Reserves Fund invests in the following types of high-quality, 
money market instruments: 

(1) U.S. Government Obligations: Marketable obligations issued or guaranteed by 
the U.S. Government or any agency or instrumentality thereof. 

(2) Bank Obligations: Obligations (including certificates of deposit and 
bankers' acceptances) of U.S. banks (including their foreign branches) and 
savings and loan associations which at the date of their latest public 
reporting had total assets in excess of $1 billion, and obligations of certain 
smaller banks and savings and loan institutions satisfying specified investment 
criteria (see the Statement of Additional Information for further details). 

(3) Commercial Paper: Commercial paper (short-term unsecured promissory notes 
of corporations, including variable amount master demand notes) which at the 
date of investment is rated A-1 by Standard & Poor's Ratings Group ("S&P") or 
P-1 by Moody's Investors Service, Inc. ("Moody's"), or, if not rated, is issued 
by companies having outstanding debt rated AAA or AA by S&P or Aaa or Aa by 
Moody's. For further information concerning these fixed and variable rate 
securities, see the description of Pioneer Tax-Free Money Fund's investment 
policies below. 

(4) Short-term Corporate Debt Securities: Corporate debt securities (bonds and 
debentures) with no more than 397 days remaining to maturity at date of 
settlement and rated AAA or AA by S&P or Aaa or Aa by Moody's. 


Pioneer U.S. Government Money Fund invests exclusively in obligations issued by 
or guaranteed as to principal and interest by the U.S. government or any of its 
agencies or instrumen- 



                                        4 
<PAGE> 

talities and in repurchase agreements secured by these obligations. The 
government securities in which the Fund invests may or may not be backed by the 
full faith and credit of the U.S. government. U.S. Treasury notes, bills, 
certificates of indebtedness and bonds, and certain obligations issued by 
government-sponsored agencies and enterprises acting under the authority of 
Congress, are backed by the full faith and credit of the U.S. government. Such 
obligations include, but are not limited to, obligations issued by the 
Government National Mortgage Association, the Farmers' Home Administration and 
the Small Business Administration. The Fund may also invest in securities 
issued by government agencies or instrumentalities (such as executive 
departments of the government or independent federal organizations supervised 
by Congress) which are supported by the right of the issuer to borrow from the 
U.S. Treasury or by the credit of the agency, authority or instrumentality 
itself. Such obligations include, but are not limited to, obligations issued by 
the Tennessee Valley Authority, the Bank for Cooperatives, Federal Home Loan 
Banks, Federal Intermediate Credit Banks and Federal Land Banks. The Fund may 
also invest in obligations backed solely by the credit of the issuing agency 
itself. There is no guarantee that the U.S. government would support such 
securities and, accordingly, they may involve a risk of nonpayment of principal 
and interest. 



While the Fund may invest in any of the obligations described above, the Fund 
generally intends, under normal circumstances and to the extent practicable, to 
limit its investments to certain U.S. government obligations the interest on 
which is generally exempt from state income taxes in order to increase the 
percentage of the Fund's distributions attributable to such interest and 
therefore exempt from such taxes in most states. 



Pioneer Tax-Free Money Fund invests under normal conditions at least 80% of its 
portfolio in debt securities issued by or on behalf of states, territories and 
possessions of the United States and the District of Columbia and their 
political subdivisions, agencies or instrumentalities, the interest on which is 
exempt from federal income tax (hereafter called "tax-exempt securities"). The 
Fund's investments are limited to: 



(1) Tax-exempt securities, including (i) municipal bonds which are rated AAA or 
AA by S&P or Aaa or Aa by Moody's, (ii) tax anticipation notes, revenue 
anticipation notes and bond anticipation notes, which are rated SP-1+ or SP-1 
by S&P or MIG-1 or MIG-2 by Moody's and (iii) tax-exempt commercial paper rated 
A-1 by S&P or P-1 by Moody's; 



(2) Tax-exempt securities that are not rated but that, in the opinion of PMC, 
are of at least comparable quality to the two highest grades of S&P or Moody's; 
and 



(3) Taxable obligations issued or guaranteed by the U.S. government or its 
agencies or instrumentalities or taxable commercial paper rated A-1 or P-1. 


The Fund may purchase tax-exempt securities carrying fixed rates of return or 
having floating or variable interest rates. Floating and variable rate 
obligations are generally more stable than fixed-rate obligations because their 
value is less affected by changes in interest rate levels. The Fund's 
investments may include certificates of participation, which are a type of 
floating or variable rate obligation representing interests in a pool of 
tax-exempt securities held by a bank or other financial institution. 

In order to enhance the liquidity, stability or quality of a tax-exempt 
security or to shorten its maturity, the Fund may acquire a right to sell the 
obligation to another party at a guaranteed price approximating par value, 
either on demand or at specified intervals. The right to sell may form part of 
the obligation or be acquired separately by the Fund. These rights may be 
referred to as demand features or standby commitments, depending on their 
characteristics, and may involve letters of credit or other credit support 
arrangements supplied by domestic or foreign banks supporting the other party's 
ability to purchase the obligation from the Fund. In considering whether an 
obligation meets the Fund's quality standards, the Fund may look to the 
creditworthiness of the party providing the right to sell or to the quality of 
the obligation itself. Letters of credit issued by foreign banks (for which 
there may be less public information available) may involve certain risks such 
as future unfavorable political and economic developments, currency controls or 
other governmental restrictions which might affect payment by the bank. See the 
Statement of Additional Information for further description of these risks. 


The Fund intends to minimize the distribution of taxable income to 
shareholders. Thus, the Fund's investments in taxable obligations are limited 
to 20% of its assets and are intended only to meet short-term liquidity needs 
during periods of unusually adverse market conditions. For a description of how 
to compare yields on tax-exempt securities with yields on taxable securities, 
see the Appendix to this Prospectus. Dividends distributed to shareholders 
attributable to income or net gains from the sale of taxable and tax-exempt 
securities will generally be taxable to shareholders as ordinary income. See 
"Dividends, Distributions and Tax Status." However, the Fund has no intention 
of investing in "private activity bonds" or other tax-exempt securities whose 
interest is treated as a tax preference item resulting in tax liability to 
shareholders subject to the alternative minimum tax. 


Pioneer Tax-Free Money Fund may also purchase some tax- exempt securities on a 
"when-issued" basis, which means that up to 60 days may pass before they are 
delivered and paid for. The commitment to purchase a security for which payment 
will be made at a future date may be deemed a separate security. The purchase 
price and interest rate of "when-issued" securities is fixed at the time the 
commitment to purchase is made. Although the amount of tax-exempt securities 
for which there may be purchase commitments on a "when-issued" basis is not 
limited, it is expected that under normal circumstances not more than 10% of 
the total assets of the Fund will be committed to such purchases. The Fund does 
not start earning interest on "when-issued" securities until settlement is 
made. In order to invest the assets of the Fund immediately while awaiting 
delivery of securities purchased on a "when-issued" basis, short- term 
obligations that offer same-day settlement and earnings will normally be 
purchased. Although short-term investments will normally be in tax-exempt 
securities, short-term taxable securities may be purchased if suitable 
short-term tax-exempt securities are not available. 

When a commitment to purchase a security on a "when- issued" basis is made, 
procedures are established consistent with the General Statement of Policy of 
the SEC concerning such purchases. Because that policy currently recommends 
that an amount of the Fund's assets equal to the amount of the purchase be held 
aside or segregated to be used 

                                        5 
<PAGE> 
to pay for the commitment, cash or high-quality debt securities sufficient to 
cover any commitments are always expected to be available. However, although it 
is not intended that such purchases would be made for speculative purposes, and 
although the Fund intends to adhere to the provisions of the SEC policy, 
purchases of securities on a "when-issued" basis may involve more risk than 
other types of purchases. For example, when the time comes to pay for a 
"when-issued" security, portfolio securities of the Fund may have to be sold in 
order for the Fund to meet its payment obligations, and a sale of securities to 
meet such obligations carries with it a greater potential for the realization 
of capital gain, which is not tax-exempt. Also, if it is necessary to sell the 
"when-issued" security before delivery, the Fund may incur a loss because of 
market fluctuations since the time the commitment to purchase the "when-issued" 
security was made. Moreover, any gain resulting from any such sale would not be 
tax-exempt. Additionally, because of market fluctuations between the time of 
commitment to purchase and the date of purchase, the "when-issued" security may 
have a lesser (or greater) value at the time of purchase than the Fund's 
payment obligations with respect to the security. 

Additional Information 

In addition to the foregoing policies each Fund is subject to certain 
regulatory requirements. Each Fund may purchase only securities that PMC 
believes present minimal credit risks and that are rated by the major rating 
agencies, such as S&P and Moody's, within the two highest rating categories for 
short-term debt obligations or, if unrated, are determined to be of equivalent 
quality by PMC. If a security has been assigned different ratings by different 
rating agencies, at least two rating agencies must have assigned the highest 
rating in order for PMC to rely on that highest rating. 


Pioneer Cash Reserves Fund may not invest more than 5% of its total assets 
(taken at amortized cost) in securities issued by or subject to puts from any 
one issuer (except U.S. Government Securities and repurchase agreements 
collateralized by such securities). With respect to 75% of its total assets, 
Pioneer Tax-Free Money Fund may not invest more than 5% of its assets in 
securities subject to puts from the same institution. Pioneer Cash Reserves 
Fund and Pioneer U.S. Government Money Fund will not invest more than 5% of 
their respective total assets in securities that, although of high quality, 
have not been rated in the highest short-term rating category by at least two 
rating agencies (or if rated by only one rating agency, by that rating agency 
or, if unrated, determined to be of equivalent quality by PMC), provided that 
within this 5% limitation, neither Fund will invest more than the greater of 1% 
or $1 million of its total assets in the securities (other than U.S. Government 
securities) of any one issuer. 



Each of the Funds may enter into repurchase agreements with approved banks and 
broker-dealers for periods not to exceed seven days and only with respect to 
U.S. government securities that throughout the period have a value at least 
equal to the amount of the loan (including accrued interest). However, Pioneer 
U.S. Government Money Fund does not intend to engage in repurchase agreements 
as long as the income from such agreements continues to be generally subject to 
state income taxes. 


The Funds will not invest more than 25% of their assets in any one industry, 
except that there is no percentage limitation on investments in bank 
obligations or U.S. Government obligations. 

The Funds intend to hold their investments until maturity, but may sell them 
prior to maturity for a number of reasons, including: to shorten or lengthen 
the average maturity; to increase the yield; to maintain the quality of the 
portfolio; or to maintain a stable share value. 


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


The Funds have no present plans to change their policies with regard to the 
types or maturities of securities in which they invest. However, if the Funds 
determine that their investment objective can best be achieved by a change in 
investment policy or strategy, the Funds may make such changes without 
shareholder approval by disclosing them in the Prospectus. The Funds' 
investment objective may not be changed without shareholder approval. 


The investment characteristics of U.S. government obligations, bank 
obligations, commercial paper, repurchase agreements and tax-exempt securities 
are described in greater detail in the Appendix to this Prospectus. The 
Statement of Additional Information also provides more information on the above 
investment strategies, as well as information on additional investment 
restrictions, including those which may not be changed without shareholder 
approval. 



V. FUND SHARE ALTERNATIVES 



Pioneer U.S. Government Money and Pioneer Tax-Free Money Fund offer only one 
Class of shares, designated as Class A shares. Pioneer Cash Reserves Fund, 
however, continuously offers two Classes of shares designated as Class A and 
Class B shares. If you do not specify in your instructions to the Fund which 
Class of shares you wish to purchase, exchange or redeem, the Fund will assume 
that your instructions apply to Class A shares. See "How to Buy Fund Shares" 
for more information on classes of shares. 



Class A Shares. Class A shares are offered by each Fund. Class A shares may be 
purchased at net asset value without a sales charge or commission and are 
subject to distribution and service fees at a combined annual rate of up to 
0.15% of the Fund's average daily net assets attributable to Class A shares. 



Class B Shares. Class B shares are offered by Pioneer Cash Reserves Fund only. 
If your investment in Pioneer Cash Reserves Fund is for the long-term, Class A 
shares may be more appropriate than Class B shares. Purchases of the Class B 
shares of Pioneer Cash Reserves Fund may be appropriate if you plan to exchange 
these shares for the Class B shares of another Pioneer mutual fund (except 
Pioneer Short-Term Income Trust or Pioneer Intermediate Tax-Free Fund, which 
have lower CDSCs for their Class B shares). Please consult your investment 
representative. 



Class B shares are sold without an initial sales charge, but are subject to a 
contingent deferred sales charge ("CDSC") of up to 4% if redeemed within six 
years. Class B shares are 


                                        6 
<PAGE> 

subject to distribution and service fees at a combined annual rate of 1.00% of 
the Fund's average daily net assets attributable to Class B shares. Your entire 
investment in Class B shares is available to work for you from the time you 
make your investment, but the higher distribution fee paid by Class B shares 
will cause your Class B shares (until conversion) to have a higher expense 
ratio and to pay lower dividends, to the extent dividends are paid, than Class 
A shares. Class B shares will automatically convert to Class A shares, based on 
relative net asset value, eight years after the initial purchase. 



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



VI. SHARE PRICE 




The purchase and redemption price of each Fund's shares is equal to the net 
asset value ("NAV") per share. The NAV per share of a Class of a Fund is 
determined by dividing the value of its assets, less liabilities (expenses and 
fees are accrued daily) attributable to that Class, by the number of shares of 
that Class outstanding. Each Fund's NAV is computed twice daily, on each day 
the New York Stock Exchange (the "Exchange") is open, at 12:00 noon Eastern 
Time and as of the close of regular trading on the Exchange. 




Securities are valued at amortized cost. Under the amortized cost pricing 
method, a portfolio investment is valued at its cost and, thereafter, any 
discount or premium is amortized to maturity, regardless of the impact of 
fluctuating interest rates on the market value of the investment. Amortized 
cost pricing facilitates the maintenance of a $1.00 constant net asset value 
per share, but, of course, this cannot be guaranteed. All assets of each Fund 
for which there is no other readily available valuation method are valued at 
their fair value as determined in good faith by the Trustees. 



VII. HOW TO BUY FUND SHARES 



You may buy Fund shares through broker-dealers who have selling agreements with 
the Trust's distributor, Pioneer Funds Distributor, Inc. (" PFD"). Class A 
shares may also be purchased directly from PFD. Call Pioneering Services 
Company ("PSC") at 1-800-225-6292 if you need assistance. 



The minimum initial investment is $1,000 for Class A and Class B shares except 
as specified below. The minimum initial investment is $50 for Class A accounts 
being established to utilize monthly bank drafts, government allotments, 
payroll deduction and other similar automatic investment plans. Separate 
minimum investment requirements apply to retirement plans and to telephone and 
wire orders placed by broker-dealers; no sales charges or minimum requirements 
apply to the reinvestment of dividends or capital gains distributions. 



The minimum subsequent investment is $100 for Class A shares and $500 for Class 
B shares except that the subsequent minimum investment amount for Class B share 
accounts may be as little as $100 if an automatic investment plan is 
established (see "Automatic Investment Plans"). 



Dividends on Purchases. Each Fund seeks to be fully invested at all times in 
order to accrue dividends to your account each day. To be eligible for each 
day's dividend accrual, each direct purchase of shares in the Funds must be 
converted to same day funds. Same day funds are monies credited to State Street 
Bank and Trust Company's ("State Street Bank") account with the Federal Reserve 
Bank of Boston. 




If your purchase order is received in good order and accepted by the Fund by 
12:00 noon Eastern Time, it will be executed at the net asset value next 
determined after your purchase payment is converted into same day funds or 
other immediately available funds and your shares will begin earning dividends 
that day. If your purchase order is received in good order and accepted after 
12:00 noon Eastern Time and prior to the close of the Exchange (usually, 4:00 
p.m. Eastern Time), it will be executed at the net asset value next determined 
after your purchase payment is converted into same day funds or other 
immediately available funds and your shares will begin earning dividends on the 
next business day. When you purchase shares by check, your shares will begin 
earning dividends when the check is converted into same day funds, normally 
within two business days. 



On any day that State Street Bank, the Custodian or the Exchange closes early, 
or, in the PMC's judgment closing early is in the best interest of the Trust's 
shareholders, the Trust reserves the right to advance the time by which 
transactions (purchases, sales or exchanges) must be received in order to be 
eligible for that day's dividends. 



Making Your Investment 


All purchases of Class B shares, except exchanges from other Pioneer mutual 
funds, can only be processed through broker-dealers who have selling agreements 
with PFD. 



By Mail. (Class A shares only) Send your check or negotiable bank draft, drawn 
on a U.S. bank and payable in U.S. dollars to the Fund in which you would like 
to purchase shares, to PSC at the above address. Cash will not be accepted. 
Your payment should be accompanied by a completed new account application or 
other instructions indicating your account number. 



If you pay by check or draft, State Street Bank will normally make same day 
funds available to the Trust, and the Trust will accept the order, on the first 
business day after receipt. Checks drawn on some other banks may take more than 
one day to be collected and share purchases will not be made until same day 
funds are available to the Trust. 



By Wire. (Class A shares only) When you wish to wire money to an existing 
Pioneer account, call PSC at 1-800-255-6292 to obtain complete instructions. 
You will be asked to instruct your bank to transmit same day funds by wire 
through 



                                        7 
<PAGE> 

the Federal Reserve banking system. The wiring instructions must include the 
following information: 
<TABLE>
<CAPTION>
<S>                             <C>
 Receiving Bank                 State Street Bank and Trust Company 
  Address                       225 Franklin Street 
                                Boston MA 02101 
ABA Transit                     011000028 
For Further Credit To           Shareholder Name 
                                Existing Pioneer Account # 
                                Name of Pioneer Fund 
</TABLE>



Federal funds directed to the Custodian must be pre-approved by calling PSC at 
1-800-255-6292. To be sure that a bank wire is accepted on the same day it is 
sent, you should give the Trust notice of your intention to make such 
investment as early in the day as possible since the process of making a wire 
transfer may take several hours and may be affected by your bank's internal 
procedures concerning wire transfers. Your bank may charge for sending same day 
funds on your behalf. State Street Bank presently does not charge for receipt 
of wired same day funds, but reserves the right to charge for this service in 
the future. 



Selecting a Class of Shares 



Class A Shares. Each Fund offers Class A shares at net asset value without the 
imposition of an initial sales charge by mail or by wire as described above. 



Class B Shares. Class B shares are offered only by Pioneer Cash Reserves Fund. 
You may buy Class B shares at net asset value without the imposition of an 
initial sales charge; however, Class B shares redeemed within six years of 
purchase will be subject to a CDSC at the rates shown in the table below. The 
charge will be assessed on the amount equal to the lesser of the current market 
value or the original purchase cost of the shares being redeemed. No CDSC will 
be imposed on increases in account value above the initial purchase price, 
including shares derived from the reinvestment of dividends or capital gains 
distributions. The amount of the CDSC, if any, will vary depending on the 
number of years from the time of purchase until the time of redemption of Class 
B shares. For the purpose of determining the number of years from the time of 
any purchase, all payments during a quarter will be aggregated and deemed to 
have been made on the first day of that quarter. In processing redemptions of 
Class B shares, the Fund will first redeem shares not subject to any CDSC, and 
then shares held longest during the six-year period. As a result, you will pay 
the lowest possible CDSC. 
<TABLE>
<CAPTION>
                                  CDSC as a Percentage of Dollar 
Year Since Purchase                   Amount Subject to CDSC 
<S>                                             <C>
First.                                          4.0% 
Second                                          4.0% 
Third                                           3.0% 
Fourth                                          3.0% 
Fifth                                           2.0% 
Sixth                                           1.0% 
Seventh and thereafter                          none 
</TABLE> 



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



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



The CDSC on Class B shares and on any Class A shares subject to a CDSC may be 
waived or reduced for retirement plan accounts if: (a) the redemption results 
from the death or a total and permanent disability as defined in Section 72 of 
the Internal Revenue Code of 1986, as amended (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 



                                        8 
<PAGE> 

fund and which will be subject to the applicable CDSC upon redemption; (e) the 
distribution is in the form of a loan to a participant in a plan which permits 
loans (each repayment of the loan will constitute a new sale which will be 
subject to the applicable CDSC upon redemption); or (f) the distribution is 
from a qualified defined contribution plan and represents a participant's 
directed transfer (provided that this privilege has been pre-authorized through 
a prior agreement with PFD regarding participant directed transfers). 



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



Broker-Dealers. Pioneer Cash Reserve Fund's Class B shares may only be 
purchased through a securities broker or dealer. You may purchase Class A 
shares of any Fund in the Trust through a securities broker or dealer or 
directly from PFD. A broker or dealer may charge for this service. If you do 
not have a securities broker or dealer, PSC can refer you to one. 




An order for either Class of Fund shares received by PFD from a broker-dealer 
prior to either 12:00 noon Eastern Time or the close of regular trading on the 
Exchange is confirmed at the price appropriate for that Class next determined 
after the order is received. It is the responsibility of broker-dealers to 
transmit orders so that they will be received by PFD prior to either 12:00 noon 
Eastern Time or its close of business (usually 5:30 p.m. Eastern Time). 



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

Conditions of Purchase. The Trust reserves the right to reject any purchase or 
exchange. If a purchase is canceled because your check is returned unpaid, you 
are responsible for any loss the Trust incurs and a separate charge may be made 
for any unpaid check. The Trust may redeem shares from your account(s) to cover 
these costs and charges and you may be restricted from making future purchases 
of shares of any of the Pioneer mutual funds. 


VIII. HOW TO SELL FUND SHARES 



You can arrange to sell (redeem) Fund shares on any day the Exchange is open by 
selling either some or all of your shares to the Fund by mail, by telephone, by 
facsimile ("fax"). Class A share accounts may also sell by check when properly 
authorized in advance. 



You may sell your shares either through your broker-dealer or directly to the 
Fund. Please note the following: 
* If you are selling shares from a retirement account, you must make your 
request in writing (except for exchanges to other Pioneer mutual funds which 
can be requested by phone or in writing). Call 1-800-622-0176 for more 
information. 
* If you are selling shares from a non-retirement account, you may use any of 
the methods described below. 



Your shares will be sold at the share price next calculated (expected to be a 
constant $1.00) after your order is received and accepted, less any applicable 
CDSC. Subject to the limitation described above for shares purchased by check, 
sale proceeds are normally mailed or wired the next business day but in any 
event not later than seven days after your order is accepted. The Fund reserves 
the right to withhold payment of the sale proceeds until checks received by the 
Fund in payment for the shares being sold have cleared, which may take up to 15 
calendar days from the purchase date. 



By Check. (Class A Shares Only) If requested, each Fund will establish a 
checking account for a Class A shareholder(s) with The First National Bank of 
Omaha (the "First National Bank"). Please allow 1 to 2 weeks for receipt of 
your supply of personalized checks. Checks may be drawn for not less than $500 
nor more than $250,000, payable to anyone. When a check is presented to First 
National Bank for payment, it will cause the Fund to redeem at the net asset 
value next determined a sufficient number of the shareholder's shares to cover 
the check. A shareholder receives the daily dividends declared on his or her 
shares until the day the check clears. 



The checking account will be subject to First National Bank's rules and 
regulations governing checking accounts. If there is an insufficient number of 
shares in a shareholder's account when a check is presented to First National 
Bank for payment, the check will be returned. Since the aggregate value of a 
shareholder's account in each Fund changes each day because of the daily 
dividend, a shareholder should not attempt to withdraw the full amount in his 
or her account by using a check. The checkwriting privilege is not available 
for Class B share accounts. In addition, checkwriting is generally not 
available for retirement plan accounts or accounts subject to backup 
withholding (see "Dividends, Distributions and Tax Status" and "Voluntary Tax 
Withholding"). 



In Writing. You may sell your shares by delivering a written request signed by 
all registered owners and in good order to PSC, at P.O. Box 9014 Boston, MA 
02205-9014, however, you must use a written request, including a signature 
guarantee, to sell your shares if any of the following situations applies: 
 * you wish to sell over $50,000 worth of shares, 
 * your account registration or address has changed within the last 30 days, 
 * the check is not being mailed to the address on your account (address of 
   record), 
 * the check is not being made out to the account owners, or 
 * the sale proceeds are being transferred to a Pioneer account with a 
   different registration. 



Your request should include your name, the Fund's name, your fund account 
number, the Class of shares to be redeemed, 



                                        9 
<PAGE> 

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



Written requests will not be accepted until they are received in good order by 
PSC. Good order means that there are no outstanding claims or requests to hold 
redemptions on the account, certificates are endorsed by the record owner(s) 
exactly as the shares are registered and the signature(s) are guaranteed by an 
eligible guarantor. You should be able to obtain a signature guarantee from a 
bank, broker, dealer, credit union (if authorized under state law), securities 
exchange or association, clearing agency or savings association. A notary 
public cannot provide a signature guarantee. Signature guarantees are not 
accepted by facsimile (fax). The Trust may waive the signature guarantee 
requirement for redemption requests of $50,000 or less provided that the 
redemption proceeds are directed to the shareholder(s) of record at the address 
of record. 



By Telephone or by Fax. Your account is automatically authorized to have the 
telephone redemption privilege unless you indicated otherwise on your Account 
Application or by writing to the Fund. You may redeem up to $50,000 of your 
shares by telephone or fax and receive the proceeds by check or by wire. The 
redemption proceeds must be made payable exactly as the account is registered. 
To receive the proceeds by check: 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 your previously designated 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. The telephone redemption option is not available to retirement 
plan accounts. You may always elect to deliver redemption instructions to PSC 
by mail. See "Telephone Transactions and Related Liabilities" below. Telephone 
and fax redemptions will be priced as described above. 




A redemption order received by telephone or fax in proper form by PMC before 
12:00 noon Eastern Time on any business day becomes effective as of 12:00 noon 
that day, and shares so redeemed will not receive that day's dividend. A 
redemption order received by telephone or fax in proper form by PSC after 12:00 
noon Eastern Time and prior to the close of the Exchange (usually, 4:00 p.m. 
Eastern Time) on any business day becomes effective as of 4:00 p.m. that day, 
and shares so redeemed will receive that day's dividend. In either case, 
proceeds of such a redemption will normally be mailed or wired the next 
business day. State Street Bank charges a fee for wiring funds; the fee will be 
deducted from the amount redeemed. 



Selling Shares Through Your Broker-Dealer. The Fund has authorized PFD to act 
as its agent in the repurchase of shares of the Fund from qualified 
broker-dealers and reserves the right to terminate this procedure at any time. 
Your broker-dealer must receive your request and transmit it to PFD either by 
12:00 noon Eastern Time or before PFD's close of business to receive the next 
determined redemption price. Your broker-dealer is responsible for providing 
all necessary documentation to PFD and may charge you for its services. 




Redemption Through Compatible Computer Facilities. Certain broker-dealers or 
other institutions may be able to redeem shares through compatible computer 
facilities. Contact PSC at 1-800-225-6292 to determine whether your computer 
facilities are compatible and to receive further instructions. The proceeds of 
redemption requests received through compatible computer facilities before 
12:00 noon Eastern Time will normally be transmitted in Federal Funds on the 
same day and those shares will not receive the dividend declared on that 
business day. 



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



General. The Trust and First National Bank each reserve the right at any time 
to terminate, suspend or change the terms of or impose fees on any redemption 
method described in this Prospectus, except redemption by mail. Redemptions may 
be suspended or payment postponed during any period in which any of the 
following conditions exist: the Exchange is closed or trading on the Exchange 
is restricted; an emergency exists as a result of which disposal by a Fund of 
securities owned by it is not reasonably practicable or it is not reasonably 
practicable for a Fund to fairly determine the value of the net assets of its 
portfolio; or the SEC, by order, so permits. 



IX. HOW TO EXCHANGE FUND SHARES 



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



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



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



General. Exchanges must be at least $1,000. Shares of any of the Funds in the 
Trust acquired through an exchange 


                                       10 
<PAGE> 

from another Pioneer mutual fund or through reinvestment of dividends or 
capital gains distributions, may be exchanged at net asset value for the same 
class of shares in any other Pioneer mutual fund. Shares of any Fund of the 
Trust acquired by direct purchase may be exchanged for the same class of any 
other Pioneer mutual fund at net asset value plus any applicable sales charge. 
Not all Pioneer funds offer more than one Class of shares. A new Pioneer 
account opened through an exchange must have a registration identical to that 
on the original account. 



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




Exchange requests received by PSC before 12:00 noon Eastern Time will be 
effective at 12:00 noon if the requirements above have been met and they will 
not be eligible for that day's dividend. Exchange requests received by PSC 
after 12:00 noon and before 4:00 p.m. Eastern Time will be effective at 4:00 
p.m. if the requirements above have been met and they will be eligible for that 
day's dividend. PSC will process exchanges only after receiving an exchange 
request in good order. There are currently no fees or sales charges, other than 
those described above, imposed at the time of an exchange. An exchange of 
shares may be made only in states where legally permitted. For federal and 
(generally) state income tax purposes, an exchange is considered to be a sale 
of the shares of the Fund exchanged and a purchase of shares in another fund. 
Therefore, an exchange could result in a gain or loss on the shares sold, 
depending on the tax basis of these shares and the timing of the transaction, 
and special tax rules may apply. Shareholders will be given 60 days notice 
prior to any termination or change which materially limits the existing 
exchange privilege. 




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



X. DISTRIBUTION PLANS 



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



Pursuant to the Class A Plan, the Fund reimburses PFD its actual expenditures 
to finance any activity primarily intended to result in the sale of Class A 
shares or to provide services to holders of Class A shares, provided the 
categories of expenses for which reimbursement is made are approved by the 
Fund's Board of Trustees. As of the date of this Prospectus, the Board of 
Trustees has approved the following categories of expenses for Class A shares 
of the Fund: (i) a service fee to be paid to qualified broker-dealers in an 
amount not to exceed 0.15% per annum of the Fund's daily net assets 
attributable to Class A shares and (ii) reimbursement to PFD for expenses 
incurred in providing services to Class A shareholders and supporting 
broker-dealers and other organizations (such as banks and trust companies) in 
their efforts to provide such services. Banks are currently prohibited under 
the Glass-Steagall Act from providing certain underwriting or distribution 
services. If a bank was prohibited from acting in any capacity or providing any 
of the described services, management would consider what action, if any, would 
be appropriate. 



Expenditures of the Fund pursuant to the Class A Plan are accrued daily and may 
not exceed 0.15% of the Fund's average daily net assets attributable to Class A 
shares. Distribution expenses of PFD are expected to substantially exceed the 
distribution fees paid by the Fund in a given year. The Class A Plan may not be 
amended to increase materially the annual percentage limitation of average net 
assets which may be spent for the services described therein without approval 
of the shareholders of the Fund. 



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



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



XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 



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


                                       11 
<PAGE> 

federal income taxes on income and capital gains distributed to shareholders at 
least annually. Under the Code, a 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. Each Fund intends to make distributions in a 
timely manner and accordingly does not expect to be subject to the excise tax. 




At 4:00 p.m. Eastern Time each business day, each Fund will declare 
substantially all of its net investment income (consisting of earned interest 
income less expenses) as a dividend to its shareholders of record as of 12:00 
noon Eastern Time. Shareholders begin earning dividends on the first business 
day after a Fund is credited with same day funds. However, investors whose 
payments are wired to and received by the Trust's Custodian in federal funds by 
12:00 noon, Eastern Time, will receive the dividend declared that day. Unless 
you specify otherwise on your Account Application, all distributions will be 
automatically reinvested in additional full and fractional shares of the same 
class of the Fund in which you hold shares. 




Each month's distributions from net investment income will be paid on the last 
business day of the month. Short-term capital gains distributions, if any, may 
be paid with the daily dividend. For federal income tax purposes, all 
distributions will normally be taxable to shareholders of Pioneer Cash Reserves 
Fund and Pioneer U.S. Government Money Fund as ordinary income, whether taken 
in cash or reinvested in shares. Dividends and capital gains distributions may 
also be made at such times as may be necessary to avoid federal income or 
excise tax under the Code. 


The Code permits tax-exempt interest received by Pioneer Tax-Free Money Fund to 
flow through as tax-exempt "exempt interest dividends" to the Fund's 
shareholders, provided that at least 50% of the value of the total assets of 
the Fund at the close of each quarter of its taxable year consists of 
tax-exempt obligations. Although Pioneer Tax-Free Money Fund does not intend to 
invest in private activity bonds or other tax-exempt securities generating 
interest that is treated as a tax preference item for individuals subject to 
the federal alternative minimum tax, all tax-exempt distributions of the Fund 
may affect a corporate shareholder's liability for such tax. Distributions of 
income from certain investment activities of Pioneer Tax-Free Money Fund, such 
as repurchase agreements, may be taxable. 

Interest on indebtedness incurred by a shareholder of Pioneer Tax-Free Money 
Fund to purchase or carry shares of the Fund will generally not be deductible 
for federal income tax purposes. The Fund may also not be an appropriate 
investment for persons who are "substantial users" of facilities financed by 
private activity bonds or persons related to substantial users. Shareholders 
receiving social security or certain railroad retirement benefits may be 
subject to federal income tax on a portion of such benefits as a result of 
receiving investment income, including exempt-interest dividends and other 
distributions paid by the Fund. 

While Pioneer Tax-Free Money Fund seeks to maximize the percentage of income 
distributed which is not subject to federal income taxes, it is possible that 
under certain circumstances (see "Investment Policies") a small portion of the 
income dividends paid by the Fund will be subject to federal income tax. 


Taxable dividends and other taxable distributions which are paid to individuals 
and other non-exempt payees will be subject to a 31% backup withholding of 
federal income tax if a 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 backup withholding or 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, estates and trusts and who are subject to U.S. 
federal income tax. In many states, the portion of the dividends paid by 
Pioneer U.S. Government Money Fund or Pioneer Cash Reserves Fund that is 
attributable to the interest received from certain U.S. Government obligations 
will be exempt from state income taxation. Further, in some states, exempt- 
interest dividends received from Pioneer Tax-Free Money Fund may be exempt from 
state income taxation to the extent such dividends are attributable to interest 
on obligations issued by the particular state or its political subdivisions, 
agencies of instrumentalities. In some cases, state income tax rules that apply 
to such distributions may condition either of these exemptions on certain 
concentration, designation, reporting or other requirements, and these Funds 
will not necessarily satisfy all such requirements in all states. Non-U.S. 
shareholders and tax-exempt shareholders are subject to different tax treatment 
that is not described above. You should consult your own tax adviser regarding 
applicable state, local and other tax laws. Information as to the federal tax 
status of distributions will be provided to shareholders annually. 



XII. MANAGEMENT OF THE TRUST 



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


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


In addition to the three Funds that make up the Trust, 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 PGI's executive 
offices are located at 60 State Street, Boston, Massachusetts 02109. 



Under the terms of its contract with the Trust, PMC assists in the management 
of the Trust and is authorized in its discretion to buy and sell securities for 
the account of each Fund 


                                       12 
<PAGE> 

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


Orders for each 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 Trust or other Pioneer 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 0.40% per annum of each 
Fund's average daily net assets. The fee is normally computed daily and paid 
monthly. PMC has voluntarily and temporarily agreed to reduce its management 
fees for each Fund and to make other arrangements as may be necessary to keep 
such expenses below specified levels. See "Expense Information." 


During the fiscal year ended December 31, 1994, Pioneer Cash Reserves Fund, 
Pioneer U.S. Government Money Fund and Pioneer Tax-Free Money Fund incurred 
actual expenses of $1,117,021, $324,626 and $167,214, respectively, before 
management fees, paid or payable to PMC, and other expenses were reduced 
pursuant to PMC's voluntary expense limitation agreement in effect through 
December 31, 1994, as described further in the Statement of Additional 
Information. 



John F. Cogan, Jr., Chairman of the Board and President of the Trust and 
President and a Director of PGI and of PMC, owned approximately 15% of the 
outstanding capital stock of PGI as of January 31, 1995. PMC is a wholly-owned 
subsidiary of PGI. 



XIII. DESCRIPTION OF SHARES AND VOTING RIGHTS 



The shares of the Trust are divided into three series. Each share represents an 
equal proportionate interest in a Fund with each other share. The Trust 
reserves the right to create and issue additional series of shares in addition 
to the three Funds currently available. The shares of a series participate 
equally in the earnings, dividends and assets of the particular series, except 
to the extent the rights of a particular class of shares may differ from those 
of another class or classes. As of the date of this Prospectus, the Trustees 
have authorized the issuance of a single class of shares, designated Class A 
shares, for Pioneer U.S. Government Money and Pioneer Tax- Exempt Money Fund 
and two classes of shares, designated Class A and Class B, for Pioneer Cash 
Reserves Fund. The shares of each class represent an interest in the same 
portfolio of investments of the Fund. Each class has equal rights as to voting, 
redemption, dividends and liquidation, except that each class bears different 
distribution and transfer agent fees and may bear other expenses properly 
attributable to the particular class. Class A and Class B shareholders have 
exclusive voting rights with respect to the Rule 12b-1 distribution plans 
adopted by holders of those shares in connection with the distribution of 
shares. 



The Trust is not required, and does not intend, to hold annual shareholder 
meetings although special meetings may be called for the purpose of electing or 
removing Trustees, changing fundamental investment restrictions or approving a 
management contract. 



Generally, shares of each Fund will vote as a single series on matters that 
affect all Funds in substantially the same manner. As to matters affecting each 
Fund (e.g., changes in a Fund's investment restrictions), shares of each Fund 
will vote as a separate series. Shares have no preemptive, subscription, or 
conversion rights and are freely transferable. Shareholders are entitled to one 
vote for each share held and may vote in the election of Trustees and on other 
matters submitted to shareholders. Shares are fully-paid and, except as set 
forth in the Statement of Additional Information, non-assessable. 



Upon liquidation of the Trust, each Fund's shareholders will receive pro rata, 
subject to the rights of creditors, (a) the proceeds of the sale of the assets 
held in the respective series to which the shares of the Fund relate, less (b) 
the liabilities of the Trust attributable to the respective series. Shares will 
remain on deposit with the Trust's transfer agent and certificates will not be 
issued. 



XIV. SHAREHOLDER SERVICES 


PSC is the shareholder services and transfer agent for shares of the Trust. 
PSC, a Massachusetts corporation, is a wholly-owned subsidiary of PGI. PSC's 
offices are located at 60 State Street, Boston, Massachusetts 02109. Inquiries 
to PSC should be mailed to Shareholder Services, Pioneering Services 
Corporation, P.O. 

                                       13 
<PAGE> 
Box 9014, Boston, Massachusetts 02205-9014. Brown Brothers Harriman & Co. (the 
"Custodian") serves as the custodian of the Trust's portfolio securities. The 
principal address of the Mutual Fund division of the Custodian is 40 Water 
Street, Boston, Massachusetts 02109. 

Account and Confirmation Statements 

PSC maintains accounts for shareholders and all transactions are recorded in 
these accounts. Confirmation statements showing the details of transactions are 
sent to shareholders monthly. The Pioneer Combined Account Statement, mailed 
quarterly, is available to all shareholders who have more than one Pioneer 
account. The bottom portion of the confirmation statement should be used as a 
remittance slip to make additional investments or to indicate a change of 
address on your account. 


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



Additional Investments. You may add to your account by sending a check (minimum 
of $100 for Class A shares and $500 for Class B shares) to PSC (account number 
and Class of shares should be clearly indicated). The bottom portion of a 
confirmation statement may be used as a remittance slip to make additional 
investments. Additions to your account, whether by check or through a Pioneer 
Investomatic Plan, are invested in full and fractional shares of the Fund at 
the applicable offering price in effect as of the close of the Exchange on the 
day of receipt. 



Automatic Investment Plans. You may arrange for regular automatic investments 
of $100 or more through government/military allotments, payroll deduction or 
through a Pioneer Investomatic Plan. A Pioneer Investomatic Plan provides for a 
monthly or quarterly investment by means of a pre-authorized draft drawn on a 
checking account. Pioneer Investomatic Plan investments are voluntary, and you 
may discontinue the plan at any time without penalty upon 30 days' written 
notice to PSC. PSC acts as agent for the purchaser, the broker-dealer and PFD 
in maintaining these plans. 


Financial Reports and Tax Information 

Shareholders will receive financial reports semi-annually. Each annual report 
will be audited by the Trust's independent public accountants. In January of 
each year, each Fund will mail to shareholders information about the tax status 
of dividends and distributions. 

Dividend Options 


Regular Reinvestment. Dividends are automatically reinvested in additional 
shares of the same class of each Fund in which you maintain an investment 
unless you instruct otherwise. 


Check. You may elect (in writing) to receive monthly dividend checks. You may 
also direct that dividend checks be paid to another person or sent to another 
address (other than the one on file for your account), although if you make 
either designation after you have opened your account, a signature guarantee 
signed by all registered account owners must accompany your instructions. 


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


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

Voluntary Tax Withholding 


You may request (in writing) that PSC withhold 28% of the dividends and capital 
gains distributions paid from your account (before any reinvestment) and 
forward the amount withheld to the 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. 


Retirement Plans 

Interested persons should contact the Retirement Plans Department of PSC at 
1-800-622-0176 for information relating to Pioneer's retirement plans for 
businesses, Simplified Employee Pension Plans, Individual Retirement Accounts 
(IRA's), Section 401(k) salary reduction plans and Section 403(b) retirement 
plans for employees of associations, public school systems and charities, all 
of which are available in conjunction with investments in Pioneer Cash Reserves 
Fund and Pioneer U.S. Government Money Fund. The Account Application contained 
in this Prospectus should not be used to establish such plans. Separate 
applications are required. 

Yield Information 

Yield information may be obtained by telephone 1-800-225-4321. Yield 
information is updated each weekday and is based on the annualized yield over 
the immediately preceding seven days, determined with a formula established by 
the SEC. See "Investment Results" below. Yields are not fixed and will vary 
with changes in the income and expenses of the Funds. 

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. 

                                       14 
<PAGE> 
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. 
Withdrawals from Class B share accounts are limited to 10% of the value of the 
account at the time the plan is implemented. See "Waiver or Reduction of 
Contingent Deferred Sales Charge" for more information. Periodic checks of $50 
or more will be sent to you monthly or quarterly. 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. 



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


Telephone Transactions and Related Liabilities 


Your account is automatically authorized to have telephone transaction 
privileges unless you indicate otherwise on your Account Application or by 
writing to PSC. You may sell or exchange your Fund shares by telephone by 
calling 1-800-225-6292 between 8:00 a.m. and 8:00 p.m. Eastern Time on 
weekdays. See "Share Price," "How to Sell Fund Shares" and "How to Exchange 
Fund Shares" for more information. To confirm that each transaction instruction 
received by telephone is genuine, each 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, a Fund may be liable for any 
loss due to unauthorized or fraudulent instructions. Each Fund may implement 
other procedures from time to time. In all other cases, neither a 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 a Fund by 
telephone to institute a redemption or exchange. You should communicate with a 
Fund in writing if you are unable to reach the Fund by telephone. 



XV. INVESTMENT RESULTS 



From time to time, each of the Funds may include in advertisements or other 
communications to existing or proposed shareholders its respective "yield" and 
"effective yield." The "yield" is computed by dividing a Fund's net investment 
income per share attributable to the appropriate class during a base period of 
seven days (which period will be stated in the communication) by the net asset 
value per share for the appropriate class of the Fund on the last day of such 
seven- day period. The Fund's net investment income per share is determined by 
dividing net investment income during the base period by the average number of 
shares for the appropriate class of the Fund entitled to receive dividends 
during the base period. The Fund's seven-day yield for the appropriate class is 
then annualized by a computation that assumes that the Fund's net investment 
income is earned for a one-year period at the same rate as during the seven-day 
base period. The "effective yield" is calculated similarly, except that income 
is assumed to be reinvested. The "effective yield" will be slightly higher than 
the "yield" because of the compounding effect of the assumed reinvestment. 


Pioneer Tax-Free Money Fund may also from time to time advertise its taxable 
equivalent yield and taxable equivalent effective yield. The Fund's taxable 
equivalent yield is determined by dividing that portion of the Fund's yield 
(calculated as described above) that is tax exempt by one minus a stated 
marginal federal income tax rate. The Fund's taxable equivalent effective yield 
is determined in a similar manner. For further information on the computation 
of taxable equivalent yield, see the Appendix to this Prospectus. 

The yields of the Funds will vary from time to time depending on market 
conditions, the composition of the Funds' portfolios and operating expenses of 
the Funds. The temporary policy of the Funds' investment adviser to reduce 
management fees and limit expenses will, so long as such policy is in effect, 
have the effect of increasing yield. These factors and possible differences in 
the methods used in calculating yields should be considered when comparing 
performance information published for other investment companies and other 
investment vehicles. Yield quotations should also be considered relative to the 
risks associated with the Funds' investment objective and policies. At any time 
in the future, yield quotations may be higher or lower than past return or 
yield quotations, and there can be no assurance that any historical yield 
quotation will continue in the future. 

The Funds may also include comparative performance information in advertising 
or marketing their shares. This performance information may include data from 
Lipper Analytical Services, Inc., Donoghue's Money Fund Report or other 
industry publications. 

For more information regarding the computation of yield, see the Statement of 
Additional Information. 


XVI. APPENDIX 


Some of the terms used in this Prospectus are described below. 

"Bank Obligations" include certificates of deposit which are negotiable 
certificates evidencing the indebtedness of a commercial bank to repay funds 
deposited with it for a definite period of time (usually from 14 days to one 
year) at a stated interest rate. Bankers' acceptances are credit instruments 
evidencing the obligation of a bank to pay a draft which has been drawn on it 
by a customer. These instruments reflect the obligation both of the bank and of 
the drawer to pay the face amount of the instrument upon maturity. Time 
deposits are non- negotiable deposits maintained in a banking institution for a 
specified period of time. The Funds generally purchase time deposits with a 
maturity of the following business day. Time deposits with a maturity of two 
business days or more will be considered to be illiquid for purposes of the 
Funds' investment restrictions. 

"Commercial Paper" consists of short-term (usually from 1 to 270 days) 
unsecured promissory notes issued by corporations in order to finance their 
current operations. The Funds may 

                                       15 
<PAGE> 
invest only in commercial paper rated A-1 by S&P or P-1 by Moody's. The ratings 
A-1 and P-1 are the highest commercial paper ratings assigned by S&P and 
Moody's. Commercial paper which is not rated is not necessarily of lower 
quality than that which is rated, but may be less marketable and therefore 
provide a higher yield. 

"Money Market" refers to the marketplace composed of the financial institutions 
which handle the purchase and sale of liquid, short-term, high-grade debt 
instruments. The money market is not a single entity, but consists of numerous 
separate markets, each of which deals in a different type of short-term debt 
instrument. These include U.S. Government obligations, commercial paper, bank 
obligations, municipal securities, and other debt instruments, generally 
referred to as money market instruments. 


"Repurchase Agreements" are transactions by which a Fund purchases a security 
and simultaneously commits to resell that security to the seller at an agreed 
upon price on an agreed upon date within a number of days (usually not more 
than seven) from the date of purchase. The resale price reflects the purchase 
price plus an agreed upon market rate of interest which is unrelated to the 
coupon rate or maturity of the purchased security. A repurchase agreement 
involves the obligation of the seller to pay the agreed upon price, which 
obligation is in effect secured by the value (at least equal to the amount of 
the agreed upon resale price and marked to market daily) of the underlying 
security. Whether a repurchase agreement is the purchase and sale of a security 
or a collateralized loan has not been definitely established for purposes other 
than the application of the federal statutory provisions exempting U.S. 
government obligations from state taxation (for which purpose a repurchase 
agreement is treated as a collateralized loan). This might become an issue in 
the event of the bankruptcy of the other party to the transaction. While it is 
not possible to eliminate all risk from these transactions (particularly the 
possibility of a decline in the market value of the underlying securities, as 
well as delay and costs to a Fund in connection with bankruptcy proceedings), 
it is the policy of the Trust to enter into repurchase agreements only with 
banks and broker dealers approved by the Board of Trustees of the Trust and 
only with respect to U.S. Government securities which throughout the period 
have a value at least equal to the amount of the loan (including accrued 
interest). It is also the policy of the Board of Trustees to evaluate on a 
periodic basis the creditworthiness of the parties with which the Funds engage 
in repurchase agreements. 



"Tax-Exempt Securities" are debt obligations issued to obtain funds for various 
public purposes, including the construction of a wide range of public 
facilities such as bridges, highways, housing, mass transportation, schools, 
streets and water and sewer works. Other public purposes for which tax-exempt 
municipal securities may be issued include refunding outstanding obligations, 
obtaining funds for general operating expenses, and obtaining funds to loan to 
other public institutions. Such obligations are included within the category of 
tax-exempt securities only if the interest paid thereon is both exempt from 
regular federal income tax and not an item of tax preference under the federal 
alternative minimum tax. There are a variety of short-term tax-exempt 
securities in which Pioneer Tax-Free Money Fund may invest, including: (i) tax 
anticipation notes, which finance working capital needs of municipalities and 
are issued in anticipation of the receipt of tax revenue; (ii) revenue 
anticipation notes, which are issued in expectation of the receipt of other 
kinds of revenue, such as federal revenues available under the federal revenue 
sharing program; (iii) bond anticipation notes, which are normally issued to 
provide interim financing until long-term financing can be arranged; and (iv) 
tax-exempt commercial paper, which includes short-term promissory notes issued 
by municipalities to supplement their cash flow. The two principal 
classifications of medium and long-term tax-exempt municipal securities are 
"general obligation" and "revenue" bonds. General obligation bonds are secured 
by the issuer's pledge of its faith, credit and taxing power for the payment of 
principal and interest. The payment of such bonds may be dependent upon an 
appropriation by the issuer's legislative body. The characteristics and 
enforcement of general obligation bonds vary according to the law applicable to 
the particular issuer. Revenue bonds are payable only from the revenues derived 
from a particular facility or class of facilities or, in some cases, from the 
proceeds of a special excise or other specific revenue source. There are, of 
course, variations in the security of all tax-exempt municipal securities, both 
within a particular classification and between classifications, depending on 
numerous factors. The yields on such securities are also dependent on a variety 
of factors, including general money market conditions, supply and demand and 
general conditions of the municipal securities markets, size of a particular 
offering, the maturity of the obligation and rating of the issue. The ratings 
of Moody's and S&P represent their opinions as to the quality of various 
tax-exempt municipal securities. It should be emphasized, however, that ratings 
are not absolute standards of quality. Consequently, securities with the same 
maturity, coupon and rating may have different yields while securities of the 
same maturity and coupon with different ratings may have the same yield. 


"U.S. Government Obligations" are debt securities (including bills, notes, and 
bonds) issued by the U.S. Treasury or issued by an agency or instrumentality of 
the U.S. Government which is established under the authority of an Act of 
Congress. Such agencies or instrumentalities include, but are not limited to, 
the Federal National Mortgage Association, the Small Business Administration, 
the Government National Mortgage Association, and the Federal Home Loan Banks. 
Although all obligations of agencies and instrumentalities are not direct 
obligations of the U.S. Treasury, payment of the interest and principal on 
these obligations is generally backed directly or indirectly by the U.S. 
government. This support can range from the backing of the full faith and 
credit of the United States (U.S. Treasury securities and, for example, 
securities issued by the Small Business Administration and the Government 
National Mortgage Association) to the backing solely of the issuing 
instrumentality itself (securities issued by the Federal National Mortgage 
Association and the Federal Home Loan Banks). In the case of obligations not 
backed by the full faith and credit of the United States, the Trust must look 
principally to the agency issuing or guaranteeing the obligation for ultimate 
repayment and may not be able to assert a claim against the United States 
itself in the event the agency or instrumentality does not meet its 
commitments. 

                                       16 
<PAGE> 

Taxable Equivalent Yields* 


The tables below show the approximate taxable yields which are equivalent to 
hypothetical tax-exempt yields from 3% to 7% under Federal income tax laws 
applicable to individuals during 1994. 
<TABLE>
<CAPTION>
                                                                    Taxable Yield Required 
   Single Return          Joint Return        Tax                To Equal A Tax Free Yield Of: 
            (Taxable Income)*                 Rate       3%        4%        5%        6%         7% 
<S>                     <C>                   <C>       <C>       <C>       <C>       <C>        <C>
Up to $22,750           Up to $38,000         15.0%     3.53      4.71      5.88      7.06        8.24 
$22,751-$55,100         $38,001-$91,850       28.0%     4.17      5.56      6.94      8.33        9.72 
$55,101-$115,000        $91,851-$140,000      31.0%     4.35      5.80      7.25      8.70       10.12 
$115,001-$250,000       $140,001-$250,000     36.0%     4.69      6.25      7.81      9.38       10.94 
Over $250,000           Over $250,000         39.6%     4.97      6.62      8.78      9.93       11.95 
</TABLE>

 *Net amount subject to Federal income tax after deductions and exemptions. 
  Table does not reflect the effect of Deduction Limitation and Exemption 
  Phaseout described below** or of the alternative minimum tax, if any. Table 
  assumes person filing Single Return is not a married individual filing a 
  separate return, a surviving spouse, or a head of household. 

**Deduction Limitation: Each $100 of adjusted gross income ("AGI") in excess of 
  $111,800 ($55,900 for marrieds filing separately) causes the loss of $3 of 
  itemized deductions. This limitation affects all itemized deductions other 
  than medical expenses, investment interest, and casualty, theft and wagering 
  losses. However, not more than 80% of a taxpayer's itemized deductions can be 
  eliminated. The threshold amounts will be adjusted for inflation from year to 
  year. 
  Exemption Phaseout: Each $2,500 or fraction thereof of AGI in excess of 
  $167,700 for joint filers ($111,800 for single taxpayers) causes taxpayers to 
  lose 2% of their personal exemptions. The threshold amounts will be adjusted 
  for inflation from year to year. 

Some tax brackets and the threshold amounts will be adjusted for inflation in 
1994. 

The following formula can be used to calculate a taxable yield 
which is equivalent to the corresponding tax-free yield: 

       Tax Free Yield        = Taxable Equivalent Yield 
     1 - Your Tax Bracket 

For example, if you are in the 28% tax bracket and earn a tax-free 
yield of 5%, the taxable equivalent yield would be 6.94%. 

   5%   =  .05  = 6.94% 
1 - 28%    .72 

There can be no assurance that the Pioneer Tax-Free Money Fund will achieve any 
specific tax-exempt yield. While it is expected that a substantial portion of 
the interest income distributed to investors in the Tax-Free Fund will be 
exempt from regular federal income taxes, portions of such distributions may be 
subject to regular federal income tax or federal alternative minimum tax. In 
addition, all or a substantial portion of such distributions may be subject to 
state and local taxes. Subsequent tax law changes could result in prospective 
or retroactive changes in the tax brackets, tax rates and tax equivalent yields 
set forth above. 

                                       17 
<PAGE> 
[logo]PIONEER LOGO
Pioneer Cash Reserves Fund 
Pioneer U.S. Government Money Fund 
Pioneer Tax-Free Money Fund 
60 State Street 
Boston, Massachusetts 02109 

OFFICERS 

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

INVESTMENT ADVISER 
PIONEERING MANAGEMENT CORPORATION 

CUSTODIAN 
BROWN BROTHERS HARRIMAN & CO. 

INDEPENDENT PUBLIC ACCOUNTANTS 
ARTHUR ANDERSEN LLP 

LEGAL COUNSEL 
HALE AND DORR 

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

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

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


   
0395-2371 
(C)Pioneer Funds Distributor, Inc.
    


Pioneer 
Cash Reserves 
Fund 

Pioneer 
U.S. Government 
Money Fund 

Pioneer 
Tax-Free 
Money Fund 


       



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