PIONEER GROWTH TRUST, 497, 1995-04-04

PIONEER GROWTH TRUST
497, 1995-04-04

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April 3, 1995

SUPPLEMENT
to the prospectuses for:

Pioneer II January 27, 1995
Pioneer Three January 27, 1995
Pioneer Capital Growth Fund February 24, 1995
Pioneer Equity-Income Fund February 24, 1995
Pioneer Gold Shares February 24, 1995
Pioneer Europe Fund February 28, 1995
Pioneer Bond Fund October 28, 1994
Pioneer California Double Tax-Free Fund January 27, 1995
Pioneer Massachusetts Double Tax-Free Fund January 27, 1995
Pioneer New York Triple Tax-Free Fund January 27, 1995

How to Buy Fund Shares

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

0495-2419
(c) Pioneer Funds Distributor, Inc.

<PAGE>

[Pioneer logo]

Pioneer Capital
Growth Fund
Class A and Class B Shares
Prospectus
February 24, 1995

Pioneer Capital Growth Fund (the "Fund") seeks capital appreciation by
investing in a diversified portfolio of securities consisting primarily of
common stocks. Any current income generated from these securities is
incidental to the investment objective of the Fund.

In order to achieve its investment objective, the Fund may invest a
significant portion of its assets in foreign securities. See "Investment
Objective and Policies" in this Prospectus. There is, of course, no assurance
that the Fund will achieve its investment objective. The Fund is one of three
series of Pioneer Growth Trust (the "Trust").

Fund returns and share prices fluctuate and the value of your account upon
redemption may be more or less than your purchase price. Shares in the Fund
are not deposits or obligations of, or guaranteed or endorsed by, any bank or
other depository institution, and the shares are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
government agency.

This Prospectus (Part A of the Registration Statement) provides information
about the Fund that you should know before investing. Please read and retain
it for your future reference. More information about the Fund is included in
Part B, the Statement of Additional Information, also dated February 24,
1995, which is incorporated into this Prospectus by reference. A copy of the
Statement of Additional Information may be obtained free of charge by calling
Shareholder Services at 1-800-225-6292 or by written request to the Trust at
60 State Street, Boston, Massachusetts 02109. Additional information about
the Trust has been filed with the Securities and Exchange Commission (the
"SEC") and is available upon request and without charge.

TABLE OF CONTENTS PAGE
I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 3
III. INVESTMENT OBJECTIVE AND POLICIES 4
Risk Factors 4
IV. MANAGEMENT OF THE FUND 5
V. FUND SHARE ALTERNATIVES 5
VI. SHARE PRICE 6
VII. HOW TO BUY FUND SHARES 6
Class A Shares 6
Class B Shares 7
VIII. HOW TO SELL FUND SHARES 9
IX. HOW TO EXCHANGE FUND SHARES 10
X. DISTRIBUTION PLANS 10
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 11
XII. SHAREHOLDER SERVICES 11
Account and Confirmation Statements 11
Additional Investments 12
Automatic Investment Plans 12
Financial Reports and Tax Information 12
Distribution Options 12
Directed Dividends 12
Direct Deposit 12
Voluntary Tax Withholding 12
Telephone Transactions and Related
Liabilities 12
Retirement Plans 12
Telecommunications Device for the Deaf (TDD) 12
Systematic Withdrawal Plans 13
Reinstatement Privilege (Class A only) 13
XIII. THE TRUST 13
XIV. INVESTMENT RESULTS 13
APPENDIX 14

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

<PAGE>

I. EXPENSE INFORMATION
This table is designed to help you understand the charges and expenses that
you, as a shareholder, will bear directly or indirectly when you invest in
the Fund. The table reflects estimated annual operating expenses based on
actual expenses for the fiscal year ended October 31, 1994.
<TABLE>
<S> <C> <C>
Shareholder Transaction Expenses: Class A Class B
Maximum Initial Sales Charge on
Purchases (as a percentage of offering price) 5.75%(1) None
Maximum Sales Charge on
Reinvestment of Dividends None None
Maximum Deferred Sales Charge None(1) 4.00%
Redemption Fee(2) None None
Exchange Fee None None
Annual Operating Expenses (As a Percentage
of Net Assets):(3)
Management Fees 0.65% 0.65%
12b-1 Fees 0.24% 1.00%
Other Expenses (including accounting and transfer
agent fees, custodian fees and printing expenses) 0.37% 0.39%
Total Operating Expenses: 1.26% 2.04%
</TABLE>

(1) Purchases of $1,000,000 or more and purchases by participants in certain
group plans are not subject to an initial sales charge but may be subject to
a contingent deferred sales charge as further described under "How to Sell
Fund Shares."
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and
international wire transfers of redemption proceeds.
(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 for the entire period.

Example:
You would pay the following dollar amounts on a $1,000 investment in the
Fund, assuming 5% annual return and redemption at the end of each of the time
periods:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class A Shares $70 $95 $123 $201
Class B Shares
- --Assuming complete
redemption at end of period $61 $94 $130 $217*
- --Assuming no redemption $21 $64 $110 $217*
</TABLE>

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

The example above assumes the 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 future expenses or return. Actual Fund
expenses and return will vary from year to year and may be higher or lower
than those shown.

For further information regarding management fees, 12b-1 fees and other
expenses of the Fund, including information regarding the basis upon which
management fees and 12b-1 fees are paid, see "Management of the Fund,"
"Distribution Plans" and "How To Buy Fund Shares" in this Prospectus and
"Management of the Funds" and "Underwriting Agreement and Distribution Plans"
in the Statement of Additional Information. The Fund's imposition of a Rule
12b-1 fee may result in long-term shareholders indirectly paying more than
the economic equivalent of the maximum sales charge permitted under Rules of
Fair Practice of the National Association of Securities Dealers, Inc.
("NASD").

The maximum initial sales charge is reduced on purchases of specified larger
amounts of Class A shares and the value of shares owned in other Pioneer
mutual funds is taken into account in determining the applicable initial
sales charge. See "How to Buy Fund Shares." No sales charge is applied to
exchanges of shares of the Fund for shares of other publicly available
Pioneer mutual funds. See "How to Exchange Shares."

2
<PAGE>

II. FINANCIAL HIGHLIGHTS
The following information has been derived from financial statements of the
Fund which have been audited by Arthur Andersen LLP, independent public
accountants, in connection with their examination of the Fund's financial
statements. Arthur Andersen LLP's report on the Fund's financial statements
as of October 31, 1994 appears in the Fund's Annual Report which is
incorporated by reference into the Statement of Additional Information. The
information listed below should be read in conjunction with the financial
statements contained in the Annual Report. The Annual Report includes more
information about the Fund's performance and is available free of charge by
calling Shareholder Services at 1-800-225-6292.

Pioneer Capital Growth Fund
Financial Highlights for Each Class A Share Outstanding Throughout Each
Period:

7/25/90

(Commencement
Year Ended of
Operations)
October 31, October 31, October 31, October
31, to
1994 1993 1992 1991
10/31/90
<S> <C> <C> <C> <C>
Net asset value, beginning of period $16.1700 $12.4200 $11.5800 $ 7.5000
$10.5000
Income from investment operations--
Net investment income (loss)--net $(0.0500) $(0.0201) $(0.0074) $ 0.0664
$(0.0397)
Net realized and unrealized gain (loss) on
investments 2.8000 4.4301 1.2074 4.0136
(2.9603)
Total income (loss) from investment operations $ 2.7500 $ 4.4100 $ 1.2000 $ 4.0800
$(3.0000)
Distribution to shareholders from:
Net investment income -- -- (0.0400)
- -- --
Net realized capital gains (1.6600) (0.6600) (0.3200)
- -- --
Net increase (decrease) in net asset value $ 1.0900 $ 3.7500 $ 0.8400 $ 4.0800
$(3.0000)
Net asset value, end of period $17.2600 $16.1700 $12.4200 $11.5800 $
7.5000
Total return* 19.03% 36.59% 10.88% 54.40%
(28.57%)
Ratio of net operating expenses to average net assets 1.26% 1.27% 1.48%
1.69% 7.12%**
Ratio of net investment income (loss) to average net
assets (0.44%) (0.26%) (0.20%)
0.69% (2.18%)**
Portfolio turnover rate 47.10% 68.09% 62.00%
37.76% 0.00%
Net assets, end of period (in thousands) $405,904 $194,670 $ 75,796 $ 21,013
$ 2,483
Ratios assuming no waiver of management fees or assumption
of expenses by PMC
Net operating expenses -- -- --
2.78% --
Net investment loss -- -- --
(0.40%) --

Financial Highlights for Each Class B Share Outstanding Throughout the Period:
April 4, 1994 to
October 31, 1994***
Net asset value, beginning of period $ 14.94
Income from investment operations:
Net investment loss $ (0.04)
Net realized and unrealized gain on investments 2.30
Total income from investment operations $ 2.26
Distribution to shareholders --
Net increase in net asset value $ 2.26
Net asset value, end of period $ 17.20
Total return* 15.13%
Ratio of net operating expenses to average net
assets** 2.04%
Ratio of net investment loss to average net assets** (1.12%)
Portfolio turnover rate 47.10%
Net assets, end of period (in thousands) $ 42,459
</TABLE>

*Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
**Annualized.
***Class B shares were first offered on April 4, 1994.

3
<PAGE>

III. INVESTMENT OBJECTIVE AND POLICIES
The Fund is managed in accordance with the "Investing for Value" investment
philosophy of Pioneering Management Corporation ("PMC"), the Fund's
investment adviser. This approach consists of developing a diversified
portfolio of securities consistent with the Fund's investment objective and
selected primarily on the basis of PMC's judgment that the securities have an
underlying value, or potential value, which exceeds their current prices. The
analysis and quantification of the economic worth, or basic value, of
individual companies reflects PMC's assessment of a company's assets and the
company's prospects for earnings growth over the next 1-1/2-to-3 years. PMC
relies primarily on the knowledge, experience and judgment of its own
research staff, but also receives and uses information from a variety of
outside sources, including brokerage firms, electronic data bases,
specialized research firms and technical journals.

The investment objective of the Fund is to seek capital appreciation by
investing in a diversified portfolio of securities consisting primarily of
common stocks.

In addition to common stocks, the Fund also invests in securities with common
stock characteristics, such as convertible bonds and preferred stocks. While
there is no requirement to do so, the Fund generally invests at least 80% of
its assets in common stocks and limits investments in foreign securities to
no more than 25% of its assets. Any current income produced by a security is
not a primary factor in the selection of investments. The Fund's portfolio
often includes a number of securities which are owned by other equity mutual
funds managed by PMC. See "Investment Policies and Restrictions" in the
Statement of Additional Information for more information.

The Fund's fundamental investment objective and the fundamental investment
restrictions set forth in the Statement of Additional Information may not be
changed without shareholder approval. Certain other investment policies and
strategies and restrictions on investment are noted throughout the Prospectus
and are set forth in the Statement of Additional Information. These
investment policies and strategies and restrictions may be changed at any
time by a vote of the Board of Trustees.

The Fund is substantially fully invested at all times. It is the policy of
the Fund not to engage in trading for short-term profits. Nevertheless,
changes in the portfolio will be made promptly when determined to be
advisable by reason of developments not foreseen at the time of the initial
investment decision, and usually without reference to the length of time a
security has been held. Accordingly, portfolio turnover rate is not
considered a limiting factor in the execution of investment decisions.
Short-term, temporary investments do not normally represent more than 10% of
the Fund's assets. A short-term investment is considered to be an investment
with a maturity of one year or less from the date of issuance.

The Fund may enter into repurchase agreements, not to exceed seven days, with
broker-dealers and any member bank of the Federal Reserve System. The Board
of Trustees of the Trust will review and monitor the creditworthiness of any
institution which enters into a repurchase agreement with the Fund. Such
repurchase agreements will be fully collateralized with United States
("U.S.") Treasury and/or agency obligations with a market value of not less
than 100% of the obligations, valued daily. Collateral will be held by the
Fund's custodian in a segregated, safekeeping account for the benefit of the
Fund. In the event that a repurchase agreement is not fulfilled, the Fund
could suffer a loss to the extent that the value of the collateral falls
below the repurchase price.

The Fund may lend portfolio securities to member firms of the New York Stock
Exchange (the "Exchange"). As with other extensions of credit, there are
risks of delay in recovery or even loss of rights in the collateral should
the borrower of the securities fail financially. The Fund will lend portfolio
securities only to firms which have been approved in advance by the Board of
Trustees, which will monitor the creditworthiness of any such firms. At no
time would the value of the securities loaned exceed 30% of the value of the
Fund's total assets. These investment strategies are also described in the
Statement of Additional Information.

In pursuit of its objective, Fund may employ certain active investment
management techniques including forward foreign currency exchange contracts,
options and futures contracts on currencies, securities and securities
indices and options on such futures contracts. These techniques may be
employed in an attempt to hedge foreign currency and other risks associated
with the Fund's portfolio securities. See the Appendix to this Prospectus and
the Statement of Additional Information for a description of these investment
practices and associated risks.

Risk Factors
The Fund may invest in securities issued by foreign companies. Investing in
securities of foreign companies involves certain considerations and risks
which are not typically associated with investing in securities of domestic
companies. Foreign companies are not subject to uniform accounting, auditing
and financial standards and requirements comparable to those applicable to
U.S. companies. There may also be less publicly available information about
foreign companies compared to reports and ratings published about U.S.
companies. In addition, foreign securities markets have substantially less
volume than domestic markets and securities of some foreign companies are
less liquid and more volatile than securities of comparable U.S. companies.
There may also be less government supervision and regulation of foreign
securities exchanges, brokers and listed companies than exists in the United
States. Dividends paid by foreign issuers may be subject to withholding and
other foreign taxes which will decrease the net return on such investments as
compared to dividends paid to the Fund by domestic companies. Finally, there
may be the possibility of expropriations, confiscatory taxation, political,
economic or social instability or diplomatic developments which could
adversely affect assets of the Fund held in foreign countries.

4
<PAGE>

decrease if the foreign currency in which the security is denominated
declines in value against the U.S. dollar. In such event, this will cause an
overall decline in the Fund's net asset value and net investment income and
capital gains, if any, to be distributed in U.S. dollars to shareholders of
the Fund.

IV. MANAGEMENT OF THE FUND
The Board of Trustees of the Trust has overall responsibility for management
and supervision of the Fund. There are currently eight Trustees, six of whom
are not "interested persons" of the Trust as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"). The Board meets at least
quarterly. By virtue of the functions performed by PMC as investment adviser,
the Fund requires no employees other than its executive officers, all of whom
receive their compensation from PMC or other sources. The Statement of
Additional Information contains the names and general business and
professional background of each Trustee and executive officer of the Trust.

Investment advisory services are provided to the Fund by PMC pursuant to a
management contract between PMC and the Trust, on behalf of the Fund. PMC
serves as investment adviser to the Fund and is responsible for the overall
management of the Fund's business affairs, subject only to the authority of
the Board of Trustees. PMC is a wholly-owned subsidiary of The Pioneer Group,
Inc. ("PGI"), a publicly-traded Delaware corporation. Pioneer Funds
Distributor, Inc. ("PFD"), a wholly-owned subsidiary of PGI, is the principal
underwriter of the Fund.

Each domestic equity portfolio managed by PMC, including this Fund, is
overseen by an Equity Committee, which consists of PMC's most senior equity
professionals, and a Portfolio Management Committee, which consists of PMC's
domestic equity portfolio managers. Both committees are chaired by Mr. David
Tripple, PMC's President and Chief Investment Officer and Executive Vice
President of each of the Funds. Mr. Tripple Joined PMC in 1974 and has had
general responsibility for PMC's investment operations and specific portfolio
assignments for more than the last five years.

Day-to-day management of the Fund's investments is the responsibility of
Warren J. Isabelle, Vice President of the Fund and of PMC. Mr. Isabelle
joined PMC in 1984 and has managed the Fund since its inception.

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

Under the terms of its contract with the Trust, PMC assists in the management
of the Fund and is authorized in its discretion to buy and sell securities
for the account of the Fund. PMC pays all the expenses, including executive
salaries and the rental of certain office space, related to its services for
the Fund, with the exception of the following which are to be paid by the
Fund: (a) charges and expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent such services are
performed by personnel of PMC or its affiliates, office space and facilities
and personnel compensation, training and benefits; (b) the charges and
expenses of auditors; (c) the charges and expenses of any custodian, transfer
agent, plan agent, dividend disbursing agent and registrar appointed by the
Trust with respect to the Fund; (d) issue and transfer taxes, chargeable to
the Fund in connection with securities transactions to which the Fund is a
party; (e) insurance premiums, interest charges, dues and fees for membership
in trade associations, and all taxes and corporate fees payable by the Fund
to federal, state or other governmental agencies; (f) fees and expenses
involved in registering and maintaining registrations of the Fund and/or its
shares with the SEC, individual states or blue sky securities agencies,
territories and foreign countries, including the preparation of Prospectuses
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 Fund shall pay all brokers' and underwriting commissions
chargeable to the Fund in connection with securities transactions to which
the Fund is a party.

Orders for the Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances in which two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker-dealer provides investment research or brokerage services or sells
shares of any Pioneer mutual fund. See the Statement of Additional
Information for a further description of PMC's brokerage allocation
practices.

As compensation for its management services and certain expenses which PMC
incurs, PMC is entitled to a management fee equal to 0.65% per annum of the
Fund's average daily net assets up to $300 million, 0.60% of the next $200
million, 0.50% of the next $500 million and 0.45% of the excess over $1
billion. The fee is normally computed daily and paid monthly.

During the fiscal year ended October 31, 1994, the Fund incurred expenses of
$3,627,519, including management fees paid or payable to PMC of $1,805,402.

John F. Cogan, Jr., Chairman and President of the Trust, Chairman of PFD,
President and a Director of PGI and Chairman and a Director of PMC, owned
approximately 15% of the outstanding capital stock of PGI as of the date of
this Prospectus.

V. FUND SHARE ALTERNATIVES
The Fund continuously offers two Classes of shares designated as Class A and
Class B shares, as described more fully

5
<PAGE>

in "How to Buy Fund Shares." If you do not specify in your instructions to
the Fund which Class of shares you wish to purchase, exchange or redeem, the
Fund will assume that your instructions apply to Class A shares.

Class A Shares. If you invest less than $1 million in Class A shares, you
will pay an initial sales charge. Certain purchases may qualify for reduced
initial sales charges. If you invest $1 million or more in Class A shares, no
sales charge will be imposed at the time of purchase, however, shares
redeemed within 12 months of purchase may be subject to a contingent deferred
sales charge ("CDSC"). Class A shares are subject to distribution and service
fees at a combined annual rate of up to 0.25% of the Fund's average daily net
assets attributable to Class A shares.

Class B Shares. If you plan to invest up to $250,000, Class B shares are
available to you. Class B shares are sold without an initial sales charge,
but are subject to a CDSC of up to 4% if redeemed within six years. Class B
shares are subject to distribution and service fees at a combined annual rate
of 1.00% of the Fund's average daily net assets attributable to Class B
shares. Your entire investment in Class B shares is available to work for you
from the time you make your investment, but the higher distribution fee paid
by Class B shares will cause your Class B shares (until conversion) to have a
higher expense ratio and to pay lower dividends, to the extent dividends are
paid, than Class A shares. Class B shares will automatically convert to Class
A shares, based on relative net asset value, eight years after the initial
purchase.

Purchasing Class A or Class B Shares. The decision as to which Class to
purchase depends on the amount you invest, the intended length of the
investment and your personal situation. If you are making an investment that
qualifies for reduced sales charges, you might consider Class A shares. If
you prefer not to pay an initial sales charge on an investment of $250,000 or
less and you plan to hold the investment for at least six years, you might
consider Class B shares.

Investment dealers 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
Shares of the Fund are sold at the public offering price, which is the net
asset value per share plus the applicable sales charge. Net asset value per
share of a Class of the Fund is determined by dividing the value of its
assets, less liabilities attributable to that Class, by the number of shares
of that Class outstanding. The net asset value is computed once daily, on
each day the Exchange is open, as of the close of regular trading on the
Exchange.

Securities are valued at the last sale price on the principal exchange or
market where they are traded. Securities which have not traded on the date of
valuation or securities for which sales prices are not generally reported are
valued at the mean between the current bid and asked prices. Securities
quoted in foreign currencies are converted to U.S. dollars utilizing foreign
exchange rates employed by the Fund's independent pricing services.
Generally, trading in foreign securities is substantially completed each day
at various times prior to the close of the Exchange. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the Exchange. Occasionally, events
which affect the values of such securities and such exchange rates may occur
between the times at which they are determined and the close of the Exchange
and will therefore not be reflected in the computation of the Fund's net
asset value. If events materially affecting the value of such securities
occur during such period, then these securities are valued at their fair
value as determined in good faith by the Trustees. All assets of the Fund for
which there is no other readily available valuation method are valued at
their fair value as determined in good faith by the Trustees.

VII. HOW TO BUY FUND SHARES
You may buy Fund shares at the public offering price from any securities
broker-dealer which has a sales agreement with PFD. If you do not have a
securities broker-dealer, please call 1-800-225-6292 for assistance.

The minimum initial investment is $1,000 for Class A and Class B shares
except as specified below. The minimum initial investment is $50 for Class A
accounts being established to utilize monthly bank drafts, government
allotments, payroll deduction and other similar automatic investment plans.
Separate minimum investment requirements apply to retirement plans and to
telephone and wire orders placed by broker-dealers; no sales charges or
minimum requirements apply to the reinvestment of dividends or capital gains
distributions. The minimum subsequent investment is $50 for Class A shares
and $500 for Class B shares except that the subsequent minimum investment
amount for Class B share accounts may be as little as $50 if an automatic
investment plan (see "Automatic Investment Plans") is established.

Class A Shares
You may buy Class A shares at the public offering price, that is, at the net
asset value per share next computed after receipt of a purchase order, plus a
sales charge as follows:

6
<PAGE>

<TABLE>
<CAPTION>
Dealer
Sales Charge as a % of Allowance
Net as a % of
Offering Amount Offering
Amount of Purchase Price Invested Price
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than
$100,000 4.50 4.71 4.00
$100,000 but less than
$250,000 3.50 3.63 3.00
$250,000 but less than
$500,000 2.50 2.56 2.00
$500,000 but less than
$1,000,000 2.00 2.04 1.75
$1,000,000 or more -0- -0- see below

</TABLE>

No sales charge is payable at the time of purchase on investments of
$1,000,000 or more or for participants in certain group plans (described
below) subject to a CDSC of 1% which may be imposed in the event of a
redemption of Class A shares within 12 months of purchase. See "How to Sell
Fund Shares." PFD may, in its discretion, pay a commission to broker-dealers
who initiate and are responsible for such purchases as follows: 1% on the
first $1 million invested; 0.50% on the next $4 million; and 0.10% on the
excess over $5 million. These commissions will not be paid if the purchaser
is affiliated with the broker-dealer or if the purchase represents the
reinvestment of a redemption made during the previous 12 calendar months.
Broker-dealers who receive a commission in connection with Class A share
purchases at net asset value by 401(a) or 401(k) retirement plans with 1,000
or more eligible participants or with at least $10 million in plan assets
will be required to return any commission paid or a pro rata portion thereof
if the retirement plan redeems its shares within 12 months of purchase. See
also "How to Sell Fund Shares." In connection with PGI's acquisition of
Mutual of Omaha Fund Management Company and contingent upon the achievement
of certain sales objectives, PFD pays to Mutual of Omaha Investor Services,
Inc. 50% of PFD's retention of any sales commission on sales of the Fund's
Class A shares through such dealer.

The schedule of sales charges above is applicable to purchases of Class A
shares of the Fund by (i) an individual, (ii) an individual and his or her
spouse and children under the age of 21 and (iii) a trustee or other
fiduciary of a trust estate or fiduciary account or related trusts or
accounts including pension, profit-sharing and other employee benefit trusts
qualified under Section 401 or 408 of the Internal Revenue Code of 1986, as
amended (the "Code"), although more than one beneficiary is involved. The
sales charges applicable to a current purchase of Class A shares of the Fund
by a person listed above is determined by adding the value of shares to be
purchased to the aggregate value (at the then current offering price) of
shares of any of the other Pioneer mutual funds previously purchased and then
owned, provided PFD is notified by such person or his or her broker-dealer
each time a purchase is made which would qualify. Pioneer mutual funds
include all mutual funds for which PFD serves as principal underwriter. See
the "Letter of Intention" section of the Account Application.

Qualifying for a Reduced Sales Charge. Class A shares of the Fund may be sold
at a reduced or eliminated sales charge to certain group plans ("Group
Plans") under which a sponsoring organization makes recommendations to,
permits group solicitation of, or otherwise facilitates purchases by, its
employees, members or participants. Information about such arrangements is
available from PFD.

Class A shares of the Fund may also be sold at net asset value per share
without a sales charge to: (a) current or former Trustees and officers of the
Fund and partners and employees of its legal counsel; (b) current or former
directors, officers, employees or sales representatives of PGI or its
subsidiaries; (c) current or former directors, officers, employees or sales
representatives of any subadviser or predecessor investment adviser to any
investment company for which PMC serves as investment adviser, and the
subsidiaries or affiliates of such persons; (d) current or former officers,
partners, employees or registered representatives of broker-dealers which
have entered into sales agreements with PFD; (e) members of the immediate
families of any of the persons above; (f) any trust, custodian, pension,
profit-sharing or other benefit plan of the foregoing persons; (g) insurance
company separate accounts; (h) certain "wrap accounts" for the benefit of
clients of financial planners adhering to standards established by PFD; (i)
other funds and accounts for which PMC or any of its affiliates serves as
investment adviser or manager; and (j) certain unit investment trusts. Shares
so purchased are purchased for investment purposes and may not be resold
except through redemption or repurchase by or on behalf of the Fund. The
availability of this privilege is conditioned upon the receipt by PFD of
written notification of eligibility. Class A shares of the Fund may also be
sold at net asset value without a sales charge in connection with certain
reorganization, liquidation or acquisition transactions involving other
investment companies or personal holding companies.

Reduced sales charges for Class A shares are available through an agreement
to purchase a specified quantity of Fund shares over a designated 13-month
period by completing the "Letter of Intention" section of the Account
Application. Information about the Letter of Intention procedure, including
its terms, is contained in the Statement of Additional Information. Investors
who are clients of a broker-dealer with a current sales agreement with PFD
may purchase Class A shares of the Fund at net asset value, without a sales
charge, to the extent that the purchase price is paid out of proceeds from
one or more redemptions by the investor of shares of certain other mutual
funds. In order for a purchase to qualify for this privilege, the investor
must document to the broker-dealer that the redemption occurred within the 60
days immediately preceding the purchase of Class A shares; that the client
paid a sales charge on the original purchase of the shares redeemed; and that
the mutual fund whose shares were redeemed also offers net asset value
purchases to redeeming shareholders of any of the Pioneer funds. Further
details may be obtained from PFD.

Class B Shares
You may buy Class B shares at net asset value without the imposition of an
initial sales charge; however, Class B shares redeemed within six years of
purchase will be subject to a CDSC at the rates shown in the table below. The
charge will

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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.

Year Since CDSC as a Percentage of Dollar
Purchase Amount Subject to CDSC
First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none

Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the Fund in connection with the sale of Class B shares, including the payment
of compensation to broker-dealers.

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

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

The CDSC on Class B shares and on any Class A shares subject to a CDSC may be
waived or reduced for retirement plan accounts if: (a) the redemption results
from the death or a total and permanent disability (as defined in Section 72
of the Code) occurring after the purchase of the shares being redeemed of a
shareholder or participant in an employer-sponsored retirement plan; (b) the
distribution is to a participant in an Individual Retirement Account ("IRA"),
403(b) or employer-sponsored retirement plan, is part of a series of
substantially equal payments made over the life expectancy of the participant
or the joint life expectancy of the participant and his or her beneficiary or
as scheduled periodic payments to a participant (limited in any year to 10%
of the value of the participant's account at the time the distribution amount
is established; a required minimum distribution due to the participant's
attainment of age 70-1/2 may exceed the 10% limit only if the distribution
amount is based on plan assets held by Pioneer); (c) the distribution is from
a 401(a) or 401(k) retirement plan and is a return of excess employee
deferrals or employee contributions or a qualifying hardship distribution as
defined by the Code or results from a termination of employment (limited with
respect to a termination to 10% per year of the value of the plan's assets in
the Fund as of the later of the prior December 31 or the date the account was
established unless the plan's assets are being rolled over to or reinvested
in the same class of shares of a Pioneer mutual fund subject to the CDSC of
the shares originally held); (d) the distribution is from an IRA, 403(b) or
employer-sponsored retirement plan and is to be rolled over to or reinvested
in the same class of shares in a Pioneer mutual fund and which will be
subject to the applicable CDSC upon redemption; (e) the distribution is in
the form of a loan to a participant in a plan which permits loans (each
repayment of the loan will constitute a new sale which will be subject to the
applicable CDSC upon redemption); or (f) the distribution is from a qualified
defined contribution plan and represents a participant's directed transfer
(provided that this privilege has been pre-authorized through a prior
agreement with PFD regarding participant directed transfers).

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

Broker-Dealers. An order for either Class of Fund shares received by PFD from
a broker-dealer prior to the close of

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<PAGE>

regular trading on the Exchange is confirmed at the price appropriate for
that Class as determined at the close of regular trading on the Exchange on
the day the order is received, provided the order is received prior to PFD's
close of business (usually, 5:30 p.m. Eastern Time). It is the responsibility
of broker-dealers to transmit orders so that they will be received by PFD
prior to its close of business.

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

VIII. HOW TO SELL FUND SHARES
You can arrange to sell (redeem) fund shares on any day the Exchange is open
by selling either some or all of your shares to the Fund.

You may sell your shares either through your broker-dealer or directly to the
Fund. Please note the following:

* If you are selling shares from a retirement account, you must make your
request in writing (except for exchanges to other Pioneer funds which can be
requested by phone or in writing). Call 1-800-622-0176 for more information.

* If you are selling shares from a non-retirement account, you may use any of
the methods described below.

Your shares will be sold at the share price next calculated after your order
is received and accepted less any applicable CDSC. Sale proceeds generally
will be sent to you in cash, normally within seven days after your order is
accepted. The Fund reserves the right to withhold payment of the sale
proceeds until checks received by the Fund in payment for the shares being
sold have cleared, which may take up to 15 calendar days from the purchase
date.

In Writing. You may sell your shares by delivering a written request, signed
by all registered owners, in good order to Pioneering Services Corporation
("PSC"), however, you must use a written request, including a signature
guarantee, to sell your shares if any of the following situations applies:

* you wish to sell over $50,000 worth of shares,

* your account registration or address has changed within the last 30 days,

* the check is not being mailed to the address on your account (address of
record),

* the check is not being made out to the account owners, or

* the sale proceeds are being transferred to a Pioneer account with a
different registration.

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

Written requests will not be processed until they are received in good order
and accepted by PSC. Good order means that there are no outstanding claims or
requests to hold redemptions on the account, certificates are endorsed by the
record owner(s) exactly as the shares are registered and the signature(s) are
guaranteed by an eligible guarantor. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union (if authorized under
state law), securities exchange or association, clearing agency or savings
association. A notary public cannot provide a signature guarantee. Signature
guarantees are not accepted by facsimile ("fax"). For additional information
about the necessary documentation for redemption by mail, please contact PSC
at 1-800-225-6292.

By Telephone or by Fax. Your account is automatically authorized to have the
telephone redemption privilege unless you indicated otherwise on your Account
Application or by writing to PSC. Proper account identification will be
required for each telephone redemption. The telephone redemption option is
not available to retirement plan accounts. A maximum of $50,000 may be
redeemed by telephone or fax and the proceeds may be received by check or by
bank wire. To receive the proceeds by check: the check must be made payable
exactly as the account is registered and the check must be sent to the
address of record which must not have changed in the last 30 days. To receive
the proceeds by bank wire: the wire must be sent to the bank wire address of
record which must have been properly pre-designated either on your Account
Application or on an Account Options Form and which must not have changed in
the last 30 days. To redeem by fax, send your redemption request to
1-800-225-4240. You may always elect to deliver redemption instructions to
PSC by mail. See "Telephone Transactions and Related Liabilities" below.
Telephone and fax redemptions will be priced as described above.

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

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

9
<PAGE>

reinvested dividend and capital gain distributions) or the total cost of such
shares. Shares subject to the CDSC which are exchanged into another Pioneer
fund will continue to be subject to the CDSC until the original 12-month
period expires. However, no CDSC is payable with respect to purchases of
Class A shares by 401(a) or 401(k) retirement plans with 1,000 or more
eligible participants or with at least $10 million in plan assets.

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

Redemptions and repurchases are taxable transactions to shareholders. The net
asset value per share received upon redemption or repurchase may be more or
less than the cost of shares to an investor, depending on the market value of
the portfolio at the time of redemption or repurchase.

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

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

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

General. Exchanges must be at least $1,000. You may exchange your investment
from one Class of Fund shares at net asset value, without a sales charge, for
shares of the same Class of any other Pioneer fund. Not all Pioneer funds
offer more than one Class of shares. A new Pioneer account opened through an
exchange must have a registration identical to that on the original account.

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

Exchange requests received by PSC before 4:00 p.m. Eastern Time will be
effective on that day if the requirements above have been met, otherwise,
they will be effective on the next business day. PSC will process exchanges
only after receiving an exchange request in good order. There are currently
no fees or sales charges imposed at the time of an exchange. An exchange of
shares may be made only in states where legally permitted. For federal and
(generally) state income tax purposes, an exchange is considered to be a sale
of the shares of the Fund exchanged and a purchase of shares in another fund.
Therefore, an exchange could result in a gain or loss on the shares sold,
depending on the tax basis of these shares and the timing of the transaction,
and special tax rules may apply.

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

X. DISTRIBUTION PLANS
The Trust, on behalf of the Fund, has adopted a Plan of Distribution for both
Class A shares ("Class A Plan") and Class B shares ("Class B Plan") in
accordance with Rule 12b-1 under the 1940 Act pursuant to which certain
distribution and service fees are paid.

Pursuant to the Class A Plan, the Fund reimburses PFD for its actual
expenditures to finance any activity primarily intended to result in the sale
of Class A shares or to provide services to holders of Class A shares,
provided the categories of expenses for which reimbursement is made are
approved by the Fund's Board of Trustees. As of the date of this Prospectus,
the Board of Trustees has approved the following categories of expenses for
Class A shares of the Fund: (i) a service fee to be paid to qualified
broker-dealers in an amount not to exceed 0.25% per annum of the Fund's daily
net assets attributable to Class A shares; (ii) reimbursement to PFD for its
expenditures for broker-dealer commissions and employee compensation on
certain sales of the Fund's Class A shares with no initial sales charge (See
"How to Buy Fund Shares"); and (iii) reimbursement to PFD for expenses
incurred in providing services to Class A shareholders and supporting
broker-dealers and other organizations (such as banks and trust companies) in
their efforts to provide such services. Banks are currently prohibited under
the Glass-Steagall Act from providing certain underwriting or distribution
services. If a bank was prohibited from acting in any capacity or providing
any of the described services, management would consider what action, if any,
would be appropriate.

Expenditures of the Fund pursuant to the Class A Plan are accrued daily and
may not exceed 0.25% of the Fund's

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<PAGE>

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
The Fund 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 federal income taxes on income and capital gains
distributed to shareholders at least annually.

Under the Code, the Fund will be subject to a nondeductible 4% federal excise
tax on a portion of its undistributed income and capital gains if it fails to
meet certain distribution requirements with respect to each calendar year.
The Fund intends to make distributions in a timely manner and accordingly
does not expect to be subject to the excise tax.

The Fund's policy is to pay to shareholders dividends from net investment
income, if any, and to distribute net realized capital gains, if any, in
December. Distributions from short-term capital gains, if any, may be paid
with such dividends; distributions of dividends and capital gains may also be
made at such times as may be necessary to avoid federal income or excise tax.
Dividends from the Fund's net investment income, net short-term capital
gains, and certain net foreign exchange gains are taxable as ordinary income,
and dividends from the Fund's net long-term capital gains are taxable as
long-term capital gains.

Unless shareholders specify otherwise, all distributions will be
automatically reinvested in additional full and fractional shares of the
Fund. For federal income tax purposes, all dividends are taxable as described
above whether a shareholder takes them in cash or reinvests them in
additional shares of the Fund. Information as to the federal tax status of
dividends and distributions will be provided annually. For further
information on the distribution options available to shareholders, see
"Distribution Options" and "Directed Dividends" below.

Distributions by the Fund of the dividend income it receives from U.S.
domestic corporations, if any, may qualify for the corporate
dividends-received deduction for corporate shareholders, subject to minimum
holding-period requirements and debt-financing restrictions under the Code.

Dividends and other distributions and the proceeds of redemptions, exchanges
or repurchases of Fund shares paid to individuals and other non-exempt payees
will be subject to a 31% backup withholding of federal income tax if the Fund
is not provided with the shareholder's correct taxpayer identification number
and certification that the number is correct and the shareholder is not
subject to backup withholding or if the Fund receives notice from the IRS or
a broker that such withholding applies. Please refer to the Account
Application for additional information.

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

XII. SHAREHOLDER SERVICES
PSC is the shareholder services and transfer agent for shares of the Fund.
PSC, a Massachusetts corporation, is a wholly-owned subsidiary of PGI. PSC's
offices are located at 60 State Street, Boston, Massachusetts 02109, and
inquiries to PSC should be mailed to Pioneering Services Corporation, P.O.
Box 9014, Boston, Massachusetts 02205-9014. Brown Brothers Harriman & Co.
(the "Custodian") serves as custodian of the Fund's portfolio securities and
other assets. The principal business address of the mutual fund division of
the Custodian is 40 Water Street, Boston, Massachusetts 02109.

Account and Confirmation Statements
PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing
details of transactions are sent to shareholders as transactions occur,
except Automatic Investment Plan transactions which are confirmed quarterly.
The Combined Account Statement, mailed quarterly, is available to
shareholders who have more than one Pioneer account.

11
<PAGE>

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 $50 for Class A
shares and $500 for Class B shares) to PSC (account number and Class of
shares should be clearly indicated). The bottom portion of a confirmation
statement may be used as a remittance slip to make additional investments.

Additions to 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 $50 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
As a shareholder, you will receive financial reports at least semiannually.
In January of each year, the Fund will mail you information about the tax
status of dividends and distributions.

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

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

Directed Dividends
You may elect (in writing) to have the dividends paid by one Pioneer fund
account invested in a second Pioneer fund account. The value of this second
account must be at least $1,000 ($500 for 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 IRS as a credit against your federal
income taxes. This option is not available for retirement plan accounts or
for accounts subject to backup withholding.

Telephone Transactions and Related Liabilities
Your account is automatically authorized to have telephone transaction
privileges unless you 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" for more information. To confirm that each
transaction instruction received by telephone is genuine, the Fund will
record each telephone transaction, require the caller to provide the personal
identification number (PIN) for the account and send you a written
confirmation of each telephone transaction. Different procedures may apply to
accounts that are registered to non-U.S. citizens or that are held in the
name of an institution or in the name of an investment broker-dealer or other
third-party. If reasonable procedures, such as those described above, are not
followed, the Fund may be liable for any loss due to unauthorized or
fraudulent instructions. The Fund may implement other procedures from time to
time. In all other cases, neither the Fund, PSC or PFD will be responsible
for the authenticity of instructions received by telephone; therefore, you
bear the risk of loss for unauthorized or fraudulent telephone transactions.

During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the Fund
by telephone to institute a redemption or exchange. You should communicate
with the Fund in writing if you are unable to reach the Fund by telephone.

Retirement Plans
You should contact the Retirement Plans Department of PSC at 1-800-622-0176
for information relating to retirement plans for businesses, age-weighted
profit sharing plans, Simplified Employee Pension Plans, IRAs, and Section
403(b) retirement plans for employees of certain non-profit organizations and
public school systems, all of which are available in conjunction with
investments in the Fund. The Account Application accompanying this Prospectus
should not be used to establish any of these plans. Separate applications are
required.

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.

12
<PAGE>

Systematic Withdrawal Plans
If your account has a total value of at least $10,000 you may establish a
Systematic Withdrawal Plan ("SWP") providing for fixed payments at regular
intervals. Withdrawals from Class B share accounts are limited to 10% of the
value of the account at the time the plan is implemented. See "Waiver or
Reduction of Contingent Deferred Sales Charge" for more information. Periodic
checks of $50 or more will be sent to you, or any person designated by you,
monthly or quarterly, and your periodic redemptions of shares may be taxable
to you. Payments can be made either by check or electronic transfer to a bank
account designated by you. If you direct that withdrawal checks be paid to
another person after you have opened your account, a signature guarantee must
accompany your instructions. Purchases of Class A shares of the Fund at a
time when you have a SWP in effect may result in the payment of unnecessary
sales charges and may therefore be disadvantageous.

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

Reinstatement Privilege (Class A Shares Only)
If you redeem all or part of your Class A shares of the Fund, you may
reinvest all or part of the redemption proceeds without a sales charge in
Class A shares of the Fund if you send a written request to PSC not more than
90 days after your shares were redeemed. Your redemption proceeds will be
reinvested at the next determined net asset value of the Class A shares of
the Fund in effect immediately after receipt of the written request for
reinstatement. You may realize a gain or loss for federal income tax purposes
as a result of the redemption, and special tax rules may apply if a
reinvestment occurs. Subject to the provisions outlined under "How to
Exchange Fund Shares" above, you may also reinvest in Class A shares of other
Pioneer mutual funds; in this case you must meet the minimum investment
requirements for each fund you enter.

The 90-day reinstatement period may be extended by PFD for periods of up to
one year for shareholders living in areas that have experienced a natural
disaster, such as a flood, hurricane, tornado, or earthquake.

The options and services available to shareholders, including the terms of
the Exchange Privilege and the Pioneer Investomatic Plan, may be revised,
suspended or terminated at any time by PFD or by the Fund. You may establish
the services described in this section when you open your account. You may
also establish or revise many of them on an existing account by completing an
Account Options Form, which you may request by calling 1-800-225-6292.

XIII. THE TRUST
The Fund is a diversified series of the Trust, an open-end management
investment company (commonly referred to as a mutual fund) organized as a
Massachusetts business trust on April 7, 1990. The Trust has authorized an
unlimited number of shares of beneficial interest. As an open-end management
investment company, the Trust continuously offers its shares to the public
and under normal conditions must redeem its shares upon the demand of any
shareholder at the then current net asset value per share. See "How to Sell
Fund 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.

The shares of the Trust are divided into three series: Pioneer Equity-Income
Fund, Pioneer Gold Shares and the Fund (collectively, the "Funds"). The Trust
reserves the right to create and issue additional series of shares in
addition to the three Funds currently available. The Trustees have the
authority, without further shareholder approval, to classify and reclassify
the shares of the Fund, or any additional series of the Trust, into one or
more classes. As of the date of this Prospectus, the Trustees have authorized
the issuance of two classes of shares, designated Class A and Class B. The
shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting,
redemption, dividends and liquidation, except that each class bears different
distribution and transfer agent fees and may bear other expenses properly
attributable to the particular class. 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.

When issued and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information, shares of the Trust are fully-paid and
non-assessable. Shares will remain on deposit with the Trust's transfer agent
and certificates will not normally be issued. The Trust reserves the right to
charge a fee for the issuance of certificates.

XIV. INVESTMENT RESULTS
The average annual total return (for a designated period of time) on an
investment in the Fund may be included in advertisements, and furnished to
existing or prospective shareholders. The average annual total return for
each Class is computed in accordance with the SEC's standardized formula. The
calculation for all Classes assumes the reinvestment of all dividends and
distributions at net asset value and does not reflect the impact of federal
or state income taxes. In addition, for Class A shares the calculation
assumes the deduction of the maximum sales charge of 5.75%; for Class B
shares the calculation reflects the deduction of any applicable CDSC. The
periods illustrated would normally include one, five and ten years (or since
the commencement of the public offering of the shares of a Class, if shorter)
through the most recent calendar quarter.

One or more additional measures and assumptions, including but not limited to
historical total returns; distribution returns; results of actual or
hypothetical investments; changes in dividends, distributions or share
values; or any graphic illustration of such data may also be used. These data
may cover any period of the Fund's existence and may or may not include the
impact of sales charges, taxes or other factors.

Other investments or savings vehicles and/or unmanaged market indexes,
indicators of economic activity or averages of mutual funds results may be
cited or compared with the invest-

13
<PAGE>

ment results of the Fund. Rankings or listings by magazines, newspapers or
independent statistical or rating services, such as Lipper Analytical
Services, Inc., may also be referenced.

The Fund's investment results will vary from time to time depending on market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. All quoted investment results are historical and should not be
considered representative of what an investment in the Fund may earn in any
future period. For further information about the calculation methods and uses
of the Fund's investment results, see the Statement of Additional
Information.

APPENDIX
This Appendix provides a brief description of certain investment techniques
that the Fund may employ. For a more complete discussion of these and other
practices, see "Investment Objective and Policies" in this Prospectus and
"Investment Policies and Restrictions" in the Statement of Additional
Information.

Options on Securities Indices
The Fund may purchase put and call options on indices that are based on
securities in which it may invest to manage cash flow and to manage its
exposure to foreign and domestic stocks or stock markets instead of, or in
addition to, buying and selling stock. The Fund may also purchase options in
order to hedge against risks of market-wide price fluctuations.

The Fund may purchase put options in order to hedge against an anticipated
decline in securities prices that might adversely affect the value of the
Fund's portfolio securities. If the Fund purchases a put option on a
securities index, the amount of the payment it would receive upon exercising
the option would depend on the extent of any decline in the level of the
securities index below the exercise price. Such payments would tend to offset
a decline in the value of the Fund's portfolio securities. However, if the
level of the securities index increases and remains above the exercise price
while the put option is outstanding, the Fund will not be able to profitably
exercise the option and will lose the amount of the premium and any
transaction costs. Such loss may be partially offset by an increase in the
value of the Fund's portfolio securities.

The Fund may purchase call options on securities indices in order to remain
fully invested in a particular stock market or to lock in a favorable price
on securities that it intends to buy in the future. If the Fund purchases a
call option on a securities index, the amount of the payment it receives upon
exercising the option depends on the extent of an increase in the level of
the securities index above the exercise price. Such payments would in effect
allow the Fund to benefit from securities market appreciation even though it
may not have had sufficient cash to purchase the underlying securities. Such
payments may also offset increases in the price of securities that the Fund
intends to purchase. If, however, the level of the securities index declines
and remains below the exercise price while the call option is outstanding,
the Fund will not be able to exercise the option profitably and will lose the
amount of the premium and transaction costs. Such loss may be partially
offset by a reduction in the price the Fund pays to buy additional securities
for its portfolio.

The Fund may sell an option it has purchased or a similar option prior to the
expiration of the purchased option in order to close out its position in an
option which it has purchased. The Fund may also allow options to expire
unexercised, which would result in the loss of the premium paid.

Forward Foreign Currency Exchange Contracts and Options on Foreign Currencies
The Fund has the ability to hold a portion of its assets in foreign
currencies and to enter into forward foreign currency contracts to facilitate
settlement of foreign securities transactions or to protect against changes
in foreign currency exchange rates. The Fund might sell a foreign currency on
either a spot or forward basis to hedge against an anticipated decline in the
dollar value of securities in its portfolio or securities it intends or has
contracted to sell or to preserve the U.S dollar value of dividends, interest
or other amounts it expects to receive. Although this strategy could minimize
the risk of loss due to a decline in the value of the hedged foreign
currency, it could also limit any potential gain which might result from an
increase in the value of the currency. Alternatively, the Fund might purchase
a foreign currency or enter into a forward purchase contract for the currency
to preserve the U.S. dollar price of securities it is authorized to purchase
or has contracted to purchase.

If the Fund enters into a forward contract to buy foreign currency, the Fund
will be required to place cash or high grade liquid securities in a
segregated account of the Fund maintained by the Fund's custodian in an
amount equal to the value of the Fund's total assets committed to the
consummation of the forward contract.

The Fund may purchase put and call options on foreign currencies for the
purpose of protecting against declines in the dollar value of foreign
portfolio securities and against increases in the U.S. dollar cost of foreign
securities to be acquired. The purchase of an option on a foreign currency
may constitute an effective hedge against exchange rate fluctuations.

Futures Contracts and Options on Futures Contracts
To hedge against changes in securities prices, currency exchange rates or
interest rates, the Fund may purchase and sell various kinds of futures
contracts, and purchase and write call and put options on any of such futures
contracts. The Fund may also enter into closing purchase and sale
transactions with respect to any of such contracts and options. The futures
contracts may be based on various stock and other securities indices, foreign
currencies and other financial instruments and indices. The Fund will engage
in futures and related options transactions for bona fide hedging purposes
only. These transactions involve brokerage costs, require margin deposits
and, in the case of contracts and options obligating the Fund to purchase
currencies, require the Fund to segregate assets to cover such contracts and
options.

Limitations and Risks Associated with Transactions in Options, Futures
Contracts and Forward Foreign Currency Exchange Contracts
Transactions involving options on securities and securities indices, futures
contracts and options on futures and forward

14
<PAGE>

foreign currency exchange contracts involve (1) liquidity risk that
contractual positions cannot be easily closed out in the event of market
changes or generally in the absence of a liquid secondary market, (2)
correlation risk that changes in the value of hedging positions may not match
the securities market and foreign currency fluctuations intended to be hedged
and (3) market risk that an incorrect prediction of securities prices or
exchange rates by the Fund's investment adviser may cause the Fund to perform
less favorably than if such positions had not been entered. The Fund will
purchase and sell options that are traded only in a regulated market which is
open to the public. The use of options, futures contracts and forward foreign
currency exchange contracts are highly specialized activities which involve
investment techniques and risks that are different from those associated with
ordinary portfolio transactions. The Fund may not enter into futures
contracts and options on futures contracts for speculative purposes. The
percent of the Fund's assets that may be subject to futures contracts and
options on such contracts entered into for bona fide hedging purposes or in
forward foreign currency exchange contracts is 100%. The loss that may be
incurred by the Fund in entering into future contracts and written options
thereon and forward foreign currency exchange contracts is potentially
unlimited. The Fund may not invest more than 5% of its total assets in
financial instruments that are used for non-hedging purposes and which have a
leverage effect.

The Fund's transactions in options, forward foreign currency exchange
contracts, futures contracts and options on futures contracts may be limited
by the requirements for qualification of the Fund as a regulated investment
company for tax purposes. See "Tax Status" in the Statement of Additional
Information.

15
<PAGE>

Pioneer Capital
Growth Fund
60 State Street
Boston, Massachusetts 02109

OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
WARREN J. ISABELLE, Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary

INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION

CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.

INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP

LEGAL COUNSEL
HALE AND DORR

PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.

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

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

Existing and new accounts, prospectuses,
applications, service forms
and telephone transactions..................................... 1-800-225-6292
Automated fund yields, prices
and account information ...................................... 1-800-225-4321

Retirement plans ............................................... 1-800-622-0176
Toll-free fax .................................................. 1-800-225-4240
Telecommunications Device for the Deaf (TDD) ................... 1-800-225-1997

0295-2310
(C)Pioneer Funds Distributor, Inc.

16
<PAGE>

Pioneer [Pioneer logo]
Equity-Income
Fund

Class A and Class B Shares
Prospectus
February 24, 1995

Pioneer Equity-Income Fund (the "Fund") seeks current income and long-term
growth of capital from a portfolio primarily composed of income-producing
equity securities of United States ("U.S.") corporations. The Fund seeks to
produce a current dividend yield which exceeds the published composite yield
of the securities comprising the Standard & Poor's Index of 500 common
stocks. There is no assurance that the Fund will achieve its investment
objective. The Fund is one of three series of Pioneer Growth Trust (the
"Trust").

TABLE OF CONTENTS PAGE

I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 3
III. INVESTMENT OBJECTIVE AND POLICIES 4
IV. MANAGEMENT OF THE FUND 4
V FUND SHARE ALTERNATIVES 5
VI. SHARE PRICE 6
VII. HOW TO BUY FUND SHARES 6
Class A Shares 6
Class B Shares 7
VIII. HOW TO SELL FUND SHARES 8
IX. HOW TO EXCHANGE FUND SHARES 9
X. DISTRIBUTION PLANS 10
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 10
XII. SHAREHOLDER SERVICES 11
Account and Confirmation Statements 11
Additional Investments 11
Automatic Investment Plans 11
Financial Reports and Tax Information 11
Distribution Options 11
Directed Dividends 12
Direct Deposit 12
Voluntary Tax Withholding 12
Telephone Transactions and Related
Liabilities 12
Retirement Plans 12
Telecommunications Device for the Deaf
(TDD) 12
Systematic Withdrawal Plans 12
Reinstatement Privilege (Class A Shares
Only) 12
XIII. THE TRUST 13
XIV. INVESTMENT RESULTS 13

<PAGE>

I. EXPENSE INFORMATION

This table is designed to help you understand the charges and expenses that
you, as a shareholder, will bear directly or indirectly when you invest in
the Fund. The table reflects estimated annual operating expenses based on
actual expenses for the fiscal year ended October 31, 1994.

Class A Class B

Shareholder Transaction Expenses:
Maximum Initial Sales Charge on Purchases
(as a percentage of offering price) 5.75%(1) None
Maximum Sales Charge on Reinvestment of
Dividends None None
Maximum Deferred Sales Charge(1) None(1) 4.00%
Redemption Fee(2) None None
Exchange Fee None None
Annual Operating Expenses (As a Percentage of
Net Assets):(3)
Management Fees 0.65% 0.65%
12b-1 Fees 0.23% 1.00%
Other Expenses (including accounting and
transfer agent fees, custodian fees and
printing expenses) 0.36% 0.27%
Total Operating Expenses: 1.24% 1.92%

(1) Purchases of $1,000,000 or more and purchases by participants in certain
group plans are not subject to an initial sales charge but may be subject to
a contingent deferred sales charge as further described under "How to Sell
Fund Shares."
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and
international wire transfers of redemption proceeds.
(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 for the entire period.

Example:

You would pay the following dollar amounts on a $1,000 investment in the
Fund, assuming a 5% annual return and redemption at the end of each of the
time periods:

1 Year 3 Years 5 Years 10 Years

Class A Shares $69 $95 $122 $199
Class B Shares
--Assuming complete
redemption at end of period $60 $90 $124 $207*
--Assuming no redemption $20 $60 $104 $207*

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

The example above assumes the reinvestment of all dividends and distributions
and that the percentage amounts listed under "Annual Operating Expenses"
remain the same each year.

For further information regarding management fees, 12b-1 fees and other
expenses of the Fund, including information regarding the basis upon which
management fees and 12b-1 fees are paid, see "Management of the Fund,"
"Distribution Plans" and "How To Buy Fund Shares" in this Prospectus and
"Management of the Funds" and "Underwriting Agreement and Distribution Plans"
in the Statement of Additional Information. The Fund's imposition of a Rule
12b-1 fee may result in long-term shareholders indirectly paying more than
the economic equivalent of the maximum sales charge permitted under the Rules
of Fair Practice of the National Association of Securities Dealers, Inc.
("NASD").

<PAGE>
II. FINANCIAL HIGHLIGHTS

The following information has been derived from financial statements of the
Fund which have been audited by Arthur Andersen LLP, independent public
accountants, in connection with their examination of the Fund's financial
statements. Arthur Andersen LLP's report on the Fund's financial statements
as of October 31, 1994 appears in the Fund's Annual Report which is
incorporated by reference into the Statement of Additional Information. The
information listed below should be read in conjunction with the financial
statements contained in the Annual Report. The Annual Report includes more
information about the Fund's performance and is
available free of charge by calling Shareholder Services at 1-800-225-6292.

PIONEER EQUITY-INCOME FUND
Financial Highlights for Each Class A Share Outstanding Throughout Each
Period:
<TABLE>
<CAPTION>

7/25/90

(Commencement
Year Ended of
Operations)
October 31, October 31, October 31, October 31,
to
1994 1993 1992 1991
10/31/90
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $16.9200 $14.5600 $13.2500 $10.3500 $12.5000
Income from investment operations:
Investment income--net $ 0.5500 $ 0.4986 $ 0.5196 $ 0.6146 $ 0.2239
Net realized and unrealized gain
(loss) on investments (0.5400) 2.4614 1.5704 2.9354 (2.2439)
Total income (loss) from investment
operations $ 0.0100 $ 2.9600 $ 2.0900 $ 3.5500 $(2.0200)
Distribution to shareholders from:
Net investment income (0.5400) (0.5000) (0.5600) (0.6500) (0.1300)
Net realized capital gains (0.2300) (0.1000) (0.2200) -- --
Net increase (decrease) in net asset
value $(0.7600) $ 2.3600 $ 1.3100 $ 2.9000 $(2.1500)
Net asset value, end of period $16.1600 $16.9200 $14.5600 $13.2500 $10.3500
Total return* 0.09% 20.71% 16.53% 35.10% (13.40%)
Ratio of net operating expenses to
average net assets 1.24% 1.33% 1.73% 1.75% 1.75%**
Ratio of net investment income to
average net assets 3.43% 3.20% 4.01% 5.54% 8.44%**
Portfolio turnover rate 26.67% 13.57% 18.13% 54.37% 3.83%**
Net assets, end of period (in
thousands) $175,943 $143,025 $ 39,269 $ 10,616 $ 3,212
Ratios assuming no waiver of
management fees or assumption of
expenses by PMC for the periods
impacted are:
Net operating expenses -- -- 1.77% 2.92% 6.62%**
Net investment income -- -- 3.97% 4.37% 3.57%**
</TABLE>

Financial Highlights for Each Class B Share Outstanding Throughout the
Period:

April 4, 1994 to
October 31, 1994***

Net asset value, beginning of period $15.4600
Income from investment operations:
Net investment income $ 0.2100
Net realized and unrealized gain on
investments 0.7100
Total income from investment
operations $ 0.9200
Distribution to shareholders:
From net investment income (0.2100)
In excess of net investment income (0.0300)
Net increase in net asset value $ 0.6800
Net asset value, end of period $16.1400
Total return* 5.93%
Ratio of net operating expenses to
average net assets** 1.92%
Ratio of net investment income to
average net assets** 2.35%
Portfolio turnover rate 26.67%
Net assets, end of period (in
thousands) $ 12,663

* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales charges.
Total return would be reduced if sales charges were taken into account.
** Annualized.
*** Class B shares were first offered on April 4, 1994.

<PAGE>

III. INVESTMENT OBJECTIVE AND POLICIES

The Fund is managed in accordance with the "Investing for Value" investment
philosophy of Pioneering Management Corporation ("PMC"), the Fund's
investment adviser. This approach consists of developing a diversified
portfolio of securities consistent with the Fund's investment objective and
selected primarily on the basis of PMC's judgment that the securities have an
underlying value, or potential value, which exceeds their current prices. The
analysis and quantification of the economic worth, or basic value, of
individual companies reflects PMC's assessment of a company's assets and the
company's prospects for earnings growth over the next three-to-five years.
PMC relies primarily on the knowledge, experience and judgment of its own
research staff, but also receives and uses information from a variety of
outside sources, including brokerage firms, electronic data bases,
specialized research firms and technical journals.

The investment objective of the Fund is to seek current income and long-term
growth of capital from a portfolio primarily composed of income-producing
equity securities of U.S. corporations. The Fund seeks to produce a current
dividend yield which exceeds the published composite yield of the securities
comprising the Standard & Poor's Index of 500 common stocks (the "S&P 500
Index").

Under normal circumstances, the Fund will invest at least 80% of its assets
in income-producing equity securities (i.e., common or preferred stocks). The
remainder of the portfolio may be invested in debt obligations, most of which
are expected to be securities convertible into common stock. A convertible
security is a long-term debt obligation of the issuer convertible at a stated
exchange rate into common stock of the issuer. As with all debt securities,
the market value of convertible securities tends to decline as interest rates
increase and, conversely, to increase as interest rates decline. Convertible
securities rank senior to common stocks in an issuer's capital structure and
are consequently of higher quality and entail less risk than the issuer's
common stock. No more than 5% of the Fund's assets may be invested in debt
securities, including convertible securities, rated below "BBB" by Standard &
Poor's Ratings Group. Debt securities rated less than "BBB" are high yield,
high risk securities, have speculative characteristics and changes in
economic conditions or other circumstances are more likely to lead to a
weakened capacity to make principal and interest payments. If the rating of a
debt security is reduced below investment grade ("BBB" or higher), management
will consider whatever action is appropriate, consistent with the Fund's
investment objective and policies. See the Statement of Additional
Information for a discussion of rating categories.

Management avoids market-timing or speculating on broad market fluctuations.
Therefore, the Fund is substantially fully invested at all times. It is the
policy of the Fund not to engage in trading for short-term profits and the
Fund does not expect that its portfolio turnover rate will exceed 100% in the
coming year. Nevertheless, changes in the portfolio will be made promptly
when determined to be advisable by reason of developments not foreseen at the
time of the initial investment decision, and usually without reference to the
length of time a security has been held. Accordingly, portfolio turnover rate
will not be considered a limiting factor in the execution of investment
decisions. Short-term, temporary investments will not normally represent more
than 10% of the Fund's assets. A short-term investment is considered to be an
investment with a maturity of one year or less from the date of issuance.

The Fund may enter into repurchase agreements, not to exceed seven days, with
broker-dealers and any member bank of the Federal Reserve System. The Board
of Trustees will review and monitor the creditworthiness of any institution
which enters into a repurchase agreement with the Fund. Such repurchase
agreements will be fully collateralized with U.S. Treasury and/or agency
obligations with a market value of not less than 100% of the obligations,
valued daily. Collateral will be held by the Fund's custodian in a
segregated, safekeeping account for the benefit of the Fund. In the event
that a repurchase agreement is not fulfilled, the Fund could suffer a loss to
the extent that the value of the collateral falls below the repurchase price.

IV. MANAGEMENT OF THE FUND

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

<PAGE>

ment of the Fund's business affairs, subject only to the authority of the
Board of Trustees. PMC is a wholly-owned subsidiary of The Pioneer Group,
Inc. ("PGI"), a publicly-traded Delaware corporation. Pioneer Funds
Distributor, Inc. ("PFD"), a wholly-owned subsidiary of PGI, is the principal
underwriter of the Fund.

Each domestic equity portfolio managed by PMC, including this Fund, is
overseen by an Equity Committee, which consists of PMC's most senior equity
professionals, and a Portfolio Management Committee, which consists of PMC's
domestic equity portfolio managers. Both committees are chaired by Mr. David
Tripple, PMC's President and Chief Investment Officer and Executive Vice
President of each of the Funds. Mr. Tripple joined PMC in 1974 and has had
general responsibility for PMC's investment operations and specific portfolio
assignments for more than the last five years.

Day-to-day management of the Fund's investments is the responsibility of John
A. Carey, Vice President of the Fund and of PMC. Mr. Carey joined PMC in
1979.

In addition to the expenses described above, the Fund shall pay all brokers'
and underwriting commissions chargeable to the Fund in connection with
securities transactions to which the Fund is a party.

During the fiscal year ended October 31, 1994, the Fund incurred expenses of
$2,054,076 including management fees paid or payable to PMC of $1,060,828.

V. FUND SHARE ALTERNATIVES

The Fund continuously offers two Classes of shares designated as Class A and
Class B shares, as described more fully in "How to Buy Fund Shares." If you
do not specify in your instructions to the Fund which Class of shares you
wish to purchase, exchange or redeem, the Fund will assume that your
instructions apply to Class A shares.

<PAGE>

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.

VI. SHARE PRICE

Shares of the Fund are sold at the public offering price, which is the net
asset value per share plus the applicable sales charge. Net asset value per
share of a Class of the Fund is determined by dividing the value of its
assets, less liabilities attributable to that Class, by the number of shares
of that Class outstanding. The net asset value is computed once daily, on
each day the Exchange is open, as of the close of regular trading on the
Exchange.

VII. HOW TO BUY FUND SHARES

You may buy Fund shares at the public offering price from any securities
broker-dealer which has a sales agreement with PFD. If you do not have a
securities broker-dealer, please call 1-800-225-6292 for assistance.

The minimum initial investment is $1,000 for Class A and Class B shares
except as specified below. The minimum initial investment is $50 for Class A
accounts being established to utilize monthly bank drafts, government
allotments, payroll deduction and other similar automatic investment plans.
Separate minimum investment requirements apply to retirement plans and to
telephone and wire orders placed by broker-dealers; no sales charges or
minimum requirements apply to the reinvestment of dividends or capital gains
distributions. The minimum subsequent investment is $50 for Class A shares
and $500 for Class B shares, except that the subsequent minimum investment
amount for Class B share accounts may be as little as $50 if an automatic
investment plan (see "Automatic Investment Plans") is established .

Class A Shares

You may buy Class A shares at the public offering price, that is, at the net
asset value per share next computed after receipt of a purchase order, plus a
sales charge as follows:
Dealer
Sales Charge as a % of Allowance
Net as a % of
Offering Amount Offering
Amount of Purchase Price Invested Price

Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than $100,000 4.50 4.71 4.00
$100,000 but less than $250,000 3.50 3.63 3.00
$250,000 but less than $500,000 2.50 2.56 2.00
$500,000 but less than
$1,000,000 2.00 2.04 1.75
$1,000,000 or more -0- -0- see below

From March 1, 1995 through April 30, 1995, the dealer concession will consist
of the entire sales charge. The time period during which this additional
concession is paid to dealers may be extended for any period up to 1 month.
Broker-dealers receiving 90% or more of the sales charge may be deemed to be
underwriters under the federal securities laws.

one beneficiary is involved. The sales charges applicable to a current
purchase of Class A shares of the Fund by a person listed above is determined
by adding the value of shares to be purchased to the aggregate value (at the
then current offering price) of shares of any of the other Pioneer mutual
funds previously purchased and then owned, provided PFD is notified by such
person or his or her broker-dealer each time a purchase is made which would
qualify. Pioneer mutual funds include all mutual funds for which PFD serves
as principal underwriter. See the "Letter of Intention" section of the
Account Application.

Class A shares of the Fund may also be sold at net asset value per share
without a sales charge to: (a) current or former Trustees and officers of the
Fund and partners and employees of its legal counsel; (b) current or former
directors, officers, employees or sales representatives of PGI or its
subsidiaries; (c) current or former directors, officers, employees or sales
representatives of any sub-adviser or predecessor investment adviser to any
investment company for which PMC serves as investment adviser, and the
subsidiaries or affiliates of such persons; (d) current or former officers,
partners, employees or registered representatives of broker-dealers which
have entered into sales agreements with PFD; (e) members of the immediate
families of any of the persons above; (f) any trust, custodian, pension,
profit-sharing or other benefit plan of the foregoing persons; (g) insurance
company separate accounts; (h) certain "wrap accounts" for the benefit of
clients of financial planners adhering to standards established by PFD; (i)
other funds and accounts for which PMC or any of its affiliates serves as
investment adviser or manager; and (j) certain unit investment trusts. Shares
so purchased are purchased for investment purposes and may not be resold
except through redemption or repurchase by or on behalf of the Fund. The
availability of this privilege is conditioned upon the receipt by PFD of
written notification of eligibility. Shares of the Fund may also be sold at
net asset value without a sales charge in connection with certain
reorganization, liquidation or acquisition transactions involving other
investment companies or personal holding companies.

Reduced sales charges for Class A shares are available through an agreement
to purchase a specified quantity of Fund shares over a designated 13-month
period by completing the "Letter of Intention" section of the Account
Application. Information about the Letter of Intention procedure, including
its terms, is contained in the Statement of Additional Information. Investors
who are clients of a broker-dealer with a current sales agreement with PFD
may purchase shares of the Fund at net asset value, without a sales charge,
to the extent that the purchase price is paid out of proceeds from one or
more redemptions by the investor of shares of certain other mutual funds. In
order for a purchase to qualify for this privilege, the investor must
document to the broker-dealer that the redemption occurred within the 60 days
immediately preceding the purchase of shares; that the client paid a sales
charge on the original purchase of the shares redeemed; and that the mutual
fund whose shares were redeemed also offers net asset value purchases to
redeeming shareholders of any of the Pioneer funds. Further details may be
obtained from PFD.

Class B Shares

You may buy Class B shares at net asset value without the imposition of an
initial sales charge; however, Class B shares redeemed within six years of
purchase will be subject to a CDSC at the rates shown in the table below. The
charge will be assessed on the amount equal to the lesser of the current
market value or the original purchase cost of the shares being redeemed. No
CDSC will be imposed on increases in account value above the initial purchase
price, including shares derived from the reinvestment of dividends or capital
gains distributions.

Year Since CDSC as a Percentage of Dollar
Purchase Amount Subject to CDSC

First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none

<PAGE>

such ruling will continue to be in effect at the time any particular
conversion would normally occur. The conversion of Class B shares to Class A
shares will not occur if such ruling is no longer available and, therefore,
Class B shares would continue to be subject to higher expenses than Class A
shares for an indeterminate period.

Broker-Dealers. An order for either Class of Fund shares received by PFD from
a broker-dealer prior to the close of regular trading on the Exchange is
confirmed at the price appropriate for that Class as determined at the close
of regular trading on the Exchange on the day the order is received, provided
the order is received prior to PFD's close of business (usually, 5:30 p.m.
Eastern Time). It is the responsibility of broker-dealers to transmit orders
so that they will be received by PFD prior to its close of business.

VIII. HOW TO SELL FUND SHARES

You can arrange to sell (redeem) Fund shares on any day the Exchange is open
by selling either some or all of your shares to the Fund.

You may sell your shares either through your broker-dealer or directly to the
Fund. Please note the following:

* If you are selling shares from a retirement account, you must make your
request in writing (except for exchanges to other Pioneer funds which can
be requested by phone or in writing). Call 1-800-622-0176 for more
information.

* If you are selling shares from a non-retirement account, you may use any of
the methods described below.

* you wish to sell over $50,000 worth of shares,

* your account registration or address has changed within the last 30 days,

<PAGE>

* 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.

By Telephone or by Fax. Your account is automatically authorized to have the
telephone redemption privilege unless you indicated otherwise on your Account
Application or by writing to PSC. Proper account identification will be
required for each telephone redemption. The telephone redemption option is
not available to retirement plan accounts. A maximum of $50,000 may be
redeemed by telephone or fax and the proceeds may be received by check or by
bank wire. To receive the proceeds by check: the check must be made payable
exactly as the account is registered and the check must be sent to the
address of record which must not have changed in the last 30 days. To receive
the proceeds by bank wire: the wire must be send to the bank wire address of
record which must have been properly pre-designated either on your Account
Application or an an Account Options Form and which must not have changed in
the last 30 days. To redeem by fax send your redemption request to 1-800-225-
4240. You may always elect to deliver redemption instructions to PSC by mail.
See "Telephone Transactions and Related Liabilities" below. Telephone
redemptions will be priced as described above.

CDSC on Class A Shares. Purchases of Class A shares of $1,000,000 or more, or
by participants in a Group Plan which were not subject to an initial sales
charge, may be subject to a CDSC upon redemption. A CDSC is payable to PFD on
these investments in the event of a share redemption within 12 months
following the share purchase, at the rate of 1% of the lesser of the value of
the shares redeemed (exclusive of reinvested dividend and capital gain
distributions) or the total cost of such shares. Shares subject to the CDSC
which are exchanged into another Pioneer fund will continue to be subject to
the CDSC until the original 12-month period expires. However, no CDSC is
payable with respect to purchases by 401(a) or 401(k) retirement plans with
1,000 or more eligible participants or with at least $10 million in plan
assets.

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.

<PAGE>

originating account must have a minimum balance of $5,000. The exchange will
be effective on the 18th day of the month.

Exchange requests received by PSC before 4:00 p.m. Eastern Time will be
effective on that day if the requirements above have been met, otherwise,
they will be effective on the next business day. PSC will process exchanges
only after receiving an exchange request in good order. There are currently
no fees or sales charges imposed at the time of an exchange. An exchange of
shares may be made only in states where legally permitted. For federal and
(generally) state income tax purposes, an exchange is considered to be a sale
of the shares of the Fund exchanged and a purchase of shares in another Fund.
Therefore, an exchange could result in a gain or loss on the shares sold,
depending on the tax basis of these shares and the timing of the transaction,
and special tax rules may apply.

You should consider the differences in objectives and policies of the Pioneer
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 Fund and PFD reserve the right to limit the
number and/or frequency of exchanges and/or to charge a fee for exchanges.
The exchange privilege may be changed or discontinued and may be subject to
additional limitations, including certain restriction on purchases by market
timer accounts.

X. DISTRIBUTION PLANS

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

Pursuant to the Class A Plan, the Fund reimburses PFD for its actual
expenditures to finance any activity primarily intended to result in the sale
of Class A shares or to provide services to holders of Class A shares,
provided the categories of expenses for which reimbursement is made are
approved by the Trust's Board of Trustees. As of the date of this Prospectus,
the Board of Trustees has approved the following categories of expenses for
Class A shares of the Fund: (i) a service fee to be paid to qualified
broker-dealers in an amount not to exceed 0.25% per annum of the Fund's daily
net assets attributable to Class A shares; (ii) reimbursement to PFD for its
expenditures for broker-dealer commissions and employee compensation on
certain sales of the Fund's Class A shares with no initial sales charge (See
"How to Buy Fund Shares"); and (iii) reimbursement to PFD for expenses
incurred in providing services to Class A shareholders and supporting
broker-dealers and other organizations (such as banks and trust companies) in
their efforts to provide such services. Banks are currently prohibited under
the Glass-Steagall Act from providing certain underwriting or distribution
services. If a bank was prohibited from acting in any capacity or providing
any of the described services, management would consider what action, if any,
would be appropriate.

Expenditures of the Fund pursuant to the Class A Plan are accrued daily and
may not exceed 0.25% of the Fund's average daily net assets attributable to
Class A shares. Distribution expenses of PFD are expected to substantially
exceed the distribution fees paid by the Fund in a given year. The Class A
Plan 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 may 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.

XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION

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

<PAGE>

federal income taxes on income and capital gains distributed to shareholders
at least annually.

Under the Code, the Fund will be subject to a nondeductible 4% federal excise
tax on a portion of its undistributed income and capital gains if it fails to
meet certain distribution requirements, with respect to each calendar year.
The Fund intends to make distributions in a timely manner and accordingly
does not expect to be subject to the excise tax.

The Fund makes distributions to shareholders from its net realized long-term
capital gains, if any, annually, usually in the month of December. Additional
distributions may be made at such times as may be necessary to avoid federal
income or excise tax. Income dividends, and distributions from net realized
short-term capital gains, if any, are paid to shareholders quarterly, during
the months of March, June, September and December. Dividends from the Fund's
net investment income and net short-term capital gains are taxable as
ordinary income, and dividends from the Fund's net long-term capital gains
are taxable as long-term capital gains.

XII. SHAREHOLDER SERVICES

PSC is the shareholder services and transfer agent for shares of the Fund.
PSC, a Massachusetts corporation, is a wholly-owned subsidiary of PGI. PSC's
offices are located at 60 State Street, Boston, Massachusetts 02109, and
inquiries to PSC should be mailed to Pioneering Services Corporation, P.O.
Box 9014, Boston, Massachusetts 02205-9014. Brown Brothers Harriman & Co.
(the "Custodian") serves as custodian of the Fund's portfolio securities and
other assets. The principal business address of the mutual fund division of
the Custodian is 40 Water Street, Boston, Massachusetts 02109.

Account and Confirmation Statements

PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing
details of transactions are sent to shareholders as transactions occur,
except Automatic Investment Plan transactions which are confirmed quarterly.
The Pioneer Combined Account Statement, mailed quarterly, is available to
shareholders who have more than one Pioneer account.

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

Additional Investments

You may add to your account by sending a check (minimum of $50 for Class A
shares and $500 for Class B shares) to PSC (account number and Class of
shares should be clearly indicated). The bottom portion of a confirmation
statement may be used as a remittance slip to make additional investments.

Automatic Investment Plans

You may arrange for regular automatic investments of $50 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

As a shareholder, you will receive financial reports at least semiannually.
In January of each year, the Fund will mail you information about the tax
status of dividends and distributions.

Distribution Options

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

<PAGE>

Directed Dividends

You may elect (in writing) to have the dividends paid by one Pioneer fund
account invested in a second Pioneer fund account. The value of this second
account must be at least $1,000 ($500 for 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., PGA IRA Cust for John Smith may
only go into another account registered PGA 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 IRS as a credit against your federal
income taxes. This option is not available for retirement plan accounts or
for accounts subject to backup withholding.

Telephone Transactions and Related Liabilities

Your account is automatically authorized to have telephone transaction
privileges unless you 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" for more information. To confirm that each
transaction instruction received by telephone is genuine, the Fund will
record each telephone transaction, require the caller to provide the personal
identification number (PIN) for the account and send you a written
confirmation of each telephone transaction. Different procedures may apply to
accounts that are registered to non-U.S. citizens or that are held in the
name of an institution or in the name of an investment broker-dealer or other
third-party. If reasonable procedures, such as those described above, are not
followed, the Fund may be liable for any loss due to unauthorized or
fraudulent instructions. The Fund may implement other procedures from time to
time. In all other cases, neither the Fund, PSC or PFD will be responsible
for the authenticity of instructions received by telephone; therefore, you
bear the risk of loss for unauthorized or fraudulent telephone transactions.

Retirement Plans

You should contact the Retirement Plans Department of PSC at 1-800-622-0176
for information relating to retirement plans for businesses, age-weighted
profit sharing plans, Simplified Employee Pension Plans, IRAs, and Section
403(b) retirement plans for employees of certain non-profit organizations and
public school systems, all of which are available in conjunction with
investments in the Fund. The Account Application accompanying this Prospectus
should not be used to establish any of these plans. Separate applications are
required.

Telecommunications Device for the Deaf (TDD)

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

Systematic Withdrawal Plans

If your account has a total value of at least $10,000 you may establish a
Systematic Withdrawal Plan ("SWP") providing for fixed payments at regular
intervals. Withdrawals from Class B share accounts are limited to 10% of the
value of the account at the time the plan is implemented. See "Waiver or
Reduction of Contingent Deferred Sales Charge" for more information. Periodic
checks of $50 or more will be sent to you, or any person designated by you,
monthly or quarterly, and your periodic redemptions of shares may be taxable
to you. Payments can be made either by check or electronic transfer to a bank
account designated by you. If you direct that withdrawal checks be paid to
another person after you have opened your account, a signature guarantee must
accompany your instructions. Purchases of Class A shares of the Fund at a
time when you have a SWP in effect may result in the payment of unnecessary
sales charges and may therefore be disadvantageous.

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

Reinstatement Privilege (Class A Shares Only)

If you redeem all or part of your Class A shares of the Fund, you may
reinvest all or part of the redemption proceeds without a sales charge in
Class A shares of the Fund if you send a written request to PSC not more than
90 days after your shares were redeemed. Your redemption proceeds will be
reinvested at the next determined net asset value of the Class A shares of
the Fund in effect immediately after receipt of the written request for
reinstatement. You may realize a gain or loss for federal income tax purposes
as a result of the redemption, and special tax rules may apply if a
reinvestment occurs. Subject to the provisions outlined under "How to
Exchange Fund Shares" above, you may also reinvest in Class A shares of other
Pioneer mutual funds; in this case you must meet the minimum investment
requirements for each fund you enter.

<PAGE>

XIII. THE TRUST

The Fund is a diversified series of the Trust, an open-end management
investment company (commonly referred to as a mutual fund) organized as a
Massachusetts business trust on April 7, 1990. The Trust has authorized an
unlimited number of shares of beneficial interest. As an open-end management
investment company, the Trust continuously offers its shares to the public
and under normal conditions must redeem its shares upon the demand of any
shareholder at the then current net asset value per share. See "How to Sell
Fund 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.

The shares of the Trust are divided into three series: Pioneer Capital Growth
Fund, Pioneer Gold Shares and the Fund (collectively the "Funds"). The Trust
reserves the right to create and issue additional series of shares in
addition to the three Funds currently available. The Trustees have the
authority, without further shareholder approval, to classify and reclassify
the shares of the Fund, or any additional series of the Trust, into one or
more classes. As of the date of this Prospectus, the Trustees have authorized
the issuance of two classes of shares, designated Class A and Class B. The
shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting,
redemption, dividends and liquidation, except that each class bears different
distribution and transfer agent fees and may bear other expenses properly
attributable to the particular class. Class A and Class B shareholders have
exclusive voting rights with respect to the Rule 12b-1 distribution plans
adopted by holders of those shares in connection with the distribution of
shares.

XIV. INVESTMENT RESULTS

The average annual total return (for a designated period of time) on an
investment in the Fund may be included in advertisements, and furnished to
existing or prospective shareholders. The average annual total return for
each Class is computed in accordance with the SEC's standardized formula. The
calculation for all Classes assumes the reinvestment of all dividends and
distributions at net asset value and does not reflect the impact of federal
or state income taxes. In addition, for Class A shares the calculation
assumes the deduction of the maximum sales charge of 5.75%; for Class B
shares the calculation reflects the deduction of any applicable CDSC. The
periods illustrated would normally include one, five and ten years (or since
the commencement of the public offering of the shares of a Class, if shorter)
through the most recent calendar quarter.

Other investments or savings vehicles and/or unmanaged market indexes,
indicators of economic activity or averages of mutual funds results may be
cited or compared with the investment results of the Fund. Rankings or
listings by magazines, newspapers or independent statistical or rating
services, such as Lipper Analytical Services, Inc., may also be referenced.

<PAGE>

Notes

<PAGE>

THE PIONEER FAMILY OF MUTUAL FUNDS

Growth Funds

Pioneer Capital Growth Fund
Pioneer Growth Shares
Pioneer International Growth Fund
Pioneer Europe Fund
Pioneer Emerging Markets Fund

Growth and Income Funds

Pioneer Three
Pioneer II
Pioneer Fund
Pioneer Equity-Income Fund
Pioneer Winthrop Real Estate Investment Fund

Income Funds

Pioneer Income Fund
Pioneer Bond Fund
Pioneer America Income Trust
Pioneer Tax-Free Income Fund
Pioneer California Double Tax-Free Fund
Pioneer Massachusetts Double Tax-Free Fund
Pioneer New York Triple Tax-Free Fund
Pioneer Intermediate Tax-Free Fund
Pioneer Short-Term Income Trust

Specialized Growth Funds

Pioneer Gold Shares
Pioneer India Fund

Money Market Funds

Pioneer Cash Reserves Fund
Pioneer U.S. Government Money Fund
Pioneer Tax-Free Money Fund

<PAGE>

Pioneer [Pioneer logo]
Equity-Income
Fund
60 State Street
Boston, Massachusetts 02109

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

INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION

CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.

INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP

LEGAL COUNSEL
HALE AND DORR

PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.

SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: 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
Retirement plans 1-800-622-0176
Toll-free fax 1-800-225-4240
Automated fund yields, prices and
account information 1-800-225-4321
Telecommunications Device for the Deaf (TDD) 1-800-225-1997

0295-2311
(C)Pioneer Funds Distributor, Inc.

Pioneer
Gold Shares
Class A and Class B Shares
Prospectus
February 24, 1995

Pioneer Gold Shares (the "Fund") seeks long-term capital appreciation and
such protection against inflation as may be provided by investments in
securities of companies engaged in the mining, processing, refining or sale
of gold or other precious metals.

It is anticipated that in order to achieve its investment objective, the Fund
may invest a significant portion of its assets in foreign securities. See
"Investment Objective and Policies" in this Prospectus. There is, of course,
no assurance that the Fund will achieve its investment objective. The Fund is
one of three series of Pioneer Growth Trust (the "Trust").

Fund returns and share prices fluctuate and the value of your account, upon
redemption, may be more or less than the value of your original investment.
Shares in the Fund are not deposits or obligations of, or guaranteed or
endorsed by, any bank or other depository institution, and the shares are not
federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other government agency. Investments in securities of
companies engaged in the mining, processing, refining or sale of gold or
other precious metals entail risks in addition to those customarily
associated with investing in securities in general. In addition, the Fund may
invest in securities issued by foreign companies or governments which involve
risks not typically associated with investments in U.S. securities. The Fund
is intended for investors who can accept the risks associated with its
investments and may not be suitable for all investors. See "Investment
Objectives and Policies" for a discussion of these risks.

This Prospectus (Part A of the Registration Statement) provides information
about the Fund that you should know before investing. Please read and retain
it for your future reference. More information about the Fund is included in
Part B, the Statement of Additional Information, also dated February 24,
1995, which is incorporated into this Prospectus by reference. A copy of the
Statement of Additional Information may be obtained free of charge by calling
Shareholder Services at 1-800-225-6292 or by written request to the Trust at
60 State Street, Boston, Massachusetts 02109. Additional information about
the trust has been filed with the Securities and Exchange Commission (the
"SEC") and is available upon request and without charge.

TABLE OF CONTENTS PAGE

I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 2
III. INVESTMENT OBJECTIVE AND POLICIES 3
Risk Factors 4
IV. MANAGEMENT OF THE FUND 5
V. FUND SHARE ALTERNATIVES 6
VI. SHARE PRICE 6
VII. HOW TO BUY FUND SHARES 7
Class A Shares 7
Qualifying for a Reduced Sales Charge 7
Class B Shares 8
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. SHAREHOLDER SERVICES 12
Account and Confirmation Statements 12
Additional Investments 12
Automatic Investment Plans 12
Financial Reports and Tax Information 12
Distribution Options 12
Directed Dividends 13
Direct Deposit 13
Voluntary Tax Withholding 13
Telephone Transactions and Related Liabilities 13
Retirement Plans 13
Telecommunications Device for the Deaf (TDD) 13
Systematic Withdrawal Plans 13
Reinstatement Privilege (Class A Shares Only) 13
XIII. THE TRUST 14
XIV. INVESTMENT RESULTS 14
APPENDIX 14

<PAGE>

Class A Class B
Shareholder Transaction Expenses:
Maximum Initial Sales Charge on Purchases (as
a percentage of offering price) 5.75%(1) None
Maximum Sales Charge on Reinvestment of
Dividends None None
Maximum Deferred Sales Charge None(1) 4.00%
Redemption Fee(2) None None
Exchange Fee None None
Annual Operating Expenses (As a Percentage of
Net Assets):(3)
Management Fees 0.65% 0.65%
12b-1 Fees 0.22% 1.00%
Other Expenses (including accounting and
transfer agent fees, custodian fees
and printing expenses) 1.27% 1.14%
Gross Operating Expenses: 2.14% 2.79%
Limitation of Expenses by Manager(4) (0.39%) (0.12%)
Net Operating Expenses (After Expense
Limitation) 1.75% 2.67%

(1) Purchases of $1,000,000 or more and purchases by participants in certain
group plans are not subject to an initial sales charge but may be subject to
a contingent deferred sales charge.
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and
international wire transfers of redemption proceeds.
(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 for the entire period.
(4) Pioneering Management Corporation ("PMC"), the Fund's investment adviser,
has agreed not to impose a portion of its management fee and to make other
arrangements, if necessary, to limit certain other expenses to the extent
required to reduce Class A expenses to 1.75% of the average daily net assets
attributable to Class A shares; the portion of Fund-wide expenses
attributable to Class B shares will be reduced to the same extent that it is
reduced for Class A shares. This agreement is voluntary and temporary and may
be revised or terminated at any time by PMC.

Example:
You would pay the following dollar amount on a $1,000 investment, assuming a
5% annual return and redemption at the end of each of the time periods:

1 Year 3 Years 5 Years 10 Years

Class A Shares $74 $109 $147 $252
Class B Shares
--Assuming complete
redemption at end of
period $67 $113 $161 $279*
--Assuming no redemption $27 $ 83 $141 $279*

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

The example above assumes the reinvestment of all dividends and distributions
and that the percentage amounts listed under "Annual Operating Expenses"
remain the same each year.

For further information regarding management fees, 12b-1 fees and other
expenses of the Fund, including information regarding the basis upon which
management fees and 12b-1 fees are paid, see "Management of the Fund,"
"Distribution Plans" and "How To Buy Fund Shares" in this Prospectus and
"Management of the Funds" and "Underwriting Agreement and Distribution Plans"
in the Statement of Additional Information. The Fund's payment of a 12b-1 fee
may result in long-term shareholders indirectly paying more than the economic
equivalent of the maximum sales charge permitted under the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. ("NASD").

<PAGE>

Pioneer Gold Shares
Financial Highlights for Each Class A Share Outstanding Throughout Each
Period+:
<TABLE>
<CAPTION>
Year Ended
July 25,
1990
(Commencement
October October October October of Operations) to
31, 31, 31, 31, October 31,
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $ 7.44 $ 5.03 $ 5.35 $ 5.33 $ 6.50
Income (loss) from
investment operations--
Net investment income
(loss) $(0.0300) $(0.0329) $(0.0182) $0.0103 $(0.1395)
Net realized and
unrealized gain (loss)
on investments 0.5300 2.4429 (0.2868) 0.0097 (1.0305)
Total income (loss) from
Investment income $ 0.5000 $ 2.4100 $(0.3050) $0.0200 $(1.1700)
Distributions to
shareholders from:
Net investment income -- -- (0.0150) -- --
Net increase (decrease) in
net asset value $ 0.5000 $ 2.4100 $(0.3200) $0.0200 $(1.1700)
Net asset value, end of
period $ 7.94 $ 7.44 $ 5.03 $ 5.35 $ 5.33
Total return* 6.72% 47.91% (5.70%) 0.38% (18.00%)
Ratio of net operating
expenses to average net
assets 1.75% 1.75% 1.75% 1.75% 9.21%**
Ratio of net investment
income (loss) to average
net assets (0.40%) (0.52%) (0.35%) 0.18% (6.31%)**
Portfolio turnover rate 2.86% 6.00% 4.00% 10.00% 15.00%**
Net assets, end of period
(in thousands) $ 26,168 $ 14,057 $ 3,461 $ 1,800 $ 1,399
Ratios assuming no waiver
of management fees or
assumption of expenses
by PMC--
Net operating expenses 2.14% 3.23% 6.62% 10.97% --
Net investment loss --
(0.79%) (2.00%) (5.22%) (9.04%)
</TABLE>

Financial Highlights for Each Class B Share Outstanding Throughout the
Period:
>
April 4, 1994 to
October 31,
1994***

Net asset value, beginning of period $ 7.83
Income (loss) from investment operations:
Net investment loss $(0.0300)
Net realized and unrealized gain on investments 0.0900
Total income from investment operations $ 0.0600
Distribution to shareholders --
Net increase in net asset value $ 0.0600
Net asset value, end of period $ 7.89
Total return* 0.77%
Ratio of net operating expenses to average net assets** 2.67%
Ratio of net investment loss to average net assets** (1.42%)
Portfolio turnover rate 2.86%
Net assets, end of period (in thousands) $ 951
Ratios assuming no waiver of management fees or
assumption of expenses by PMC:
Net operating expenses** 2.79%
Net investment loss** (1.54%)

+ The per share data presented is based upon average shares outstanding for
each period, respectively.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all dividends and distributions, and the complete
redemption of the investment at the net asset value at the end of each period
and no sales charges. Total return would be reduced if sales charges were
taken into account.
** Annualized.
*** Class B shares were first offered on April 4, 1994.

III. INVESTMENT OBJECTIVE AND POLICIES

The Fund is managed in accordance with the "Investing for Value" investment
philosophy of PMC, the Fund's investment adviser. This approach consists of
developing a diversified portfolio of securities consistent with the Fund's
investment objective and selected primarily on the basis of PMC's judgment
that the securities have an underlying value, or potential value, which
exceeds their current prices. The analysis and quantification of the economic
worth, or basic value, of individual companies reflects PMC's assessment of a
company's assets and the company's prospects for earnings growth over the
next three-to-five years. PMC relies primarily on the knowledge, experience
and judgment of its own research staff, but also receives and uses
information from a variety of outside sources, including brokerage firms,
electronic data bases, specialized research firms and technical journals.

<PAGE>

The investment objective of the Fund is to seek long-term capital
appreciation and such protection against inflation as may be provided by
investments in securities of companies engaged in the mining, processing,
refining or sale of gold or other precious metals.

Under normal circumstances, the Fund will invest at least 70% of its assets
in common stocks or securities convertible into common stock of companies
engaged principally in the mining, processing, refining or sale of gold or
products made primarily from gold. A company will be deemed to be engaged
principally in such business if it derives at least 50% of its net income or
gross revenues from such activities or if 50% of its assets are devoted to
such activities. The Fund's investment concentration policy (i.e., investing
more than 25% of its assets in the gold industry) is a fundamental policy
which may not be changed without shareholder approval. The balance of the
Fund's assets may be invested in: (i) securities of companies or countries
mining or producing other precious metals such as platinum or silver; (ii)
securities which are backed by, or otherwise tied to the price of gold and
securities of companies which provide goods or services to the mining
industry; and (iii) certain short-term, temporary investments such as
marketable obligations issued or guaranteed by the United States ("U.S.")
government, obligations of U.S. banks and commercial paper.

The Fund may invest all or part of its assets in foreign securities. Because
a significant portion of the worldwide production of gold is outside the
U.S., a significant portion of the Fund's assets will typically consist of
such foreign securities. It is also possible that the Fund will invest more
than 25% of its assets in securities of companies located in a single foreign
country. Although the Fund may invest in the securities of foreign
governments, their agencies and instrumentalities, the Fund has no present
intention to invest more than 5% of its assets in such securities. See the
Statement of Additional Information for more information.

The Fund is substantially fully invested at all times. It is the policy of
the Fund not to engage in trading for short-term profits. Nevertheless,
changes in the portfolio will be made promptly when determined to be
advisable by reason of developments not foreseen at the time of the initial
investment decision, and usually without reference to the length of time a
security has been held. Accordingly, portfolio turnover rate will not be
considered a limiting factor in the execution of investment decisions.
Short-term, temporary investments will not normally represent more than 10%
of the Fund's assets. A short-term investment is considered to be an
investment with a maturity of one year or less from the date of issuance.

Risk Factors

The Fund may invest in securities issued by foreign companies and in
securities issued by foreign governments. Investing in securities of foreign
companies and countries involves certain considerations and risks which are
not typically associated with investing in U.S. government securities and
securities of domestic companies. Foreign companies are not subject to
uniform accounting, auditing and financial standards and requirements
comparable to those applicable to U.S. companies. There may also be less
publicly available information about foreign companies compared to reports
and ratings published about U.S. companies. In addition, foreign securities
markets have substantially less volume than domestic markets and securities
of some foreign companies are less liquid and more volatile than securities
of comparable U.S. companies. There may also be less government supervision
and regulation of foreign securities exchanges, brokers and listed companies
than exists in the United States. Interest or dividends paid by foreign
issuers may be subject to withholding and other foreign taxes which will
decrease the net return on such investments as compared to interest or
dividends paid to the Fund by the U.S. government or by domestic companies.
Finally, there may be the possibility of expropriations, confiscatory
taxation, political, eco-

<PAGE>

nomic or social instability or diplomatic developments which could adversely
affect assets of the Fund held in foreign countries.

The value of foreign securities may also be adversely affected by
fluctuations in the relative rates of exchange between the currencies of
different nations and by exchange control regulations. For example, the value
of a foreign security held by the Fund as measured in U.S. dollars will
decrease if the foreign currency in which the security is denominated
declines in value against the U.S. dollar. In such event, this will cause an
overall decline in the Fund's net asset value and net investment income and
capital gains, if any, to be distributed in U.S. dollars to shareholders of
the Fund.

Fixed-income securities in which the Fund may invest generally pay a fixed
rate of return and may include debt obligations of the U.S. government,
foreign governments, corporations and municipalities. Fixed-income securities
are subject to the risk of an issuer's inability to meet principal and
interest payments on the obligations and may also be subject to price
volatility due to such factors as interest rate sensitivity, market
perception of the creditworthiness of the issuer and general market
liquidity.

The Fund's investment policies present unique risks to the portfolio's value.
In recent years, the price of gold and other precious metals has been subject
to dramatic fluctuations caused primarily by international monetary and
political developments including trade or currency restrictions, currency
devaluations and revaluations and social and political conditions within a
country. Dramatic fluctuations in the price of gold or other metals will
affect the market values of the securities of companies in which the Fund
intends to invest. At the present time, the largest producer of gold is the
Republic of South Africa ("South Africa"). Other major gold suppliers are to
be found in Australia, Canada, the United States and member states of the
Commonwealth of Independent States ("CIS") which were formerly part of the
Soviet Union. The current economic, political and social conditions in South
Africa and the CIS may adversely affect the price of gold and, accordingly,
the market values of the securities of companies in the industry. The only
legally authorized sales agent for gold produced in South Africa, the world's
largest producer, is the Reserve Bank of South Africa. The Reserve Bank's
policies significantly influence the timing of any sales of South African
bullion. Additionally, the South African Ministry of Mines determines gold
mining policy. South Africa depends on the sale of gold for the foreign
exchange necessary to finance its imports, and its sales policy is
necessarily subject to national economic and political developments. Finally,
investments in the securities of South African companies may be affected by
laws in the United States relating to foreign investments in South Africa or
foreign investments generally.

IV. MANAGEMENT OF THE FUND

Each domestic equity portfolio managed by PMC, including this Fund, is
overseen by an Equity Committee, which consists of PMC's most senior equity
professionals, and a Portfolio Management Committee, which consists of PMC's
domestic equity portfolio managers. Both committees are chaired by Mr. David
Tripple, PMC's President and Chief Investment Officer and Executive Vice
President of each of the Funds. Mr. Tripple joined PMC in 1974 and has had
general responsibility for PMC's investment operations and specific portfolio
assignments for more than the last five years. Day-to-day management of the
Fund's investments is the responsibility of Mr. Tripple.

<PAGE>

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.

During the fiscal year ended October 31, 1994, the Fund incurred expenses of
$464,584 including management fees paid or payable to PMC of $140,960.
Effective November 1, 1990, PMC voluntarily agreed not to impose a portion of
its management fee and to make other arrangements, if necessary, to limit
certain other expenses to the extent required to reduce expenses to 1.75% of
the average daily net assets attributable to Class A shares; the portion of
Fund-wide expenses attributable to Class B shares will be reduced to the same
extent that it is reduced for Class A shares. This agreement is voluntary and
temporary and may be revised or terminated at any time by PMC. See "Expense
Information." During the period ended October 31, 1994, this arrangement
resulted in a reduction of expenses for the Fund of $83,070.

V. FUND SHARE ALTERNATIVES

VI. SHARE PRICE

Securities are valued at the last sale price on the principal exchange or
market where they are traded. Securities which

<PAGE>

have not traded on the date of valuation or securities for which sales
prices are not generally reported are valued at the mean between the current
bid and asked prices. Securities quoted in foreign currencies are converted
to U.S. dollars utilizing foreign exchange rates employed by the Fund's
independent pricing service. Generally, trading in foreign securities is
substantially completed each day at various times prior to the close of the
Exchange. The values of such securities used in computing the net asset value
of the Fund's shares are determined as of such times. Foreign currency
exchange rates are also generally determined prior to the close of the
Exchange. Occasionally, events which affect the values of such securities and
such exchange rates may occur between the times at which they are determined
and the close of the Exchange and will therefore not be reflected in the
computation of the Fund's net asset value. If events materially affecting the
value of such securities occur during such period, then these securities are
valued at their fair value as determined in good faith by the Trustees. All
assets of the Fund for which there is no other readily available valuation
method are valued at their fair value as determined in good faith by the
Trustees.

VII. HOW TO BUY FUND SHARES

Class A Shares

You may buy Class A shares at the public offering price, that is, at the net
asset value per share next computed after receipt of a purchase order, plus a
sales charge as follows:

Sales Charge as a % of
Dealer
Allowance
Net as a % of
Offering Amount Offering
Amount of Purchase Price Invested Price

Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than $100,000 4.50 4.71 4.00
$100,000 but less than $250,000 3.50 3.63 3.00
$250,000 but less than $500,000 2.50 2.56 2.00
$500,000 but less than $1,000,000 2.00 2.04 1.75
$1,000,000 or more -0- -0- see below

The schedule of sales charges above is applicable to purchases of Class A
shares of the Fund by an (i) an individual, (ii) an individual and his or her
spouse and children under the age of 21 and (iii) a trustee or other
fiduciary of a trust estate or fiduciary account or related trusts or
accounts including pension, profit-sharing and other employee benefit trusts
qualified under Section 401 or 408 of the Internal Revenue Code of 1986, as
amended (the "Code"), although more than one beneficiary is involved. The
sales charges applicable to a current purchase of Class A shares of the Fund
by a person listed above is determined by adding the value of shares to be
purchased to the aggregate value (at the then current offering price) of
shares of any of the other Pioneer mutual funds previously purchased and then
owned, provided PFD is notified by such person or his or her broker-dealer
each time a purchase is made which would qualify. Pioneer mutual funds
include all mutual funds for which PFD serves as principal underwriter. See
the "Letter of Intention" section of the Account Application.

Qualifying for a Reduced Sales Charge.

Class A shares of the Fund may be sold at a reduced or eliminated sales
charge to certain group plans ("Group Plans") under which a sponsoring
organization makes recommendations to, permits group solicitation of, or
otherwise facilitates purchases by, its employees, members or participants.
Information about such arrangements is available from PFD.

Class A shares of the Fund may also be sold at net asset value per share
without a sales charge to: (a) current or former Trustees and officers of the
Trust and partners and employees of its legal counsel; (b) current or former
directors, officers, employees or sales representatives of PGI or its
subsidiaries; (c) current or former directors, officers, employees or sales
representatives of any subadviser or predecessor investment adviser to any
investment company for which PMC serves as investment adviser, and the
subsidiar-

<PAGE>

ies or affiliates of such persons; (d) current or former officers, partners,
employees or registered representatives of broker-dealers which have entered
into sales agreements with PFD; (e) members of the immediate families of any
of the persons above; (f) any trust, custodian, pension, profit-sharing or
other benefit plan of the foregoing persons; (g) insurance company separate
accounts; (h) certain "wrap accounts" for the benefit of clients of financial
planners adhering to standards established by PFD; (i) other funds and
accounts for which PMC or any of its affiliates serves as investment adviser
or manager; and (j) certain unit investment trusts. Shares so purchased are
purchased for investment purposes and may not be resold except through
redemption or repurchase by or on behalf of the Fund. The availability of
this privilege is conditioned upon the receipt by PFD of written notification
of eligibility. Shares of the Fund may also be sold at net asset value
without a sales charge in connection with certain reorganization, liquidation
or acquisition transactions involving other investment companies or personal
holding companies.

Reduced sales charges for Class A shares are available through an agreement
to purchase a specified quantity of Fund shares over a designated 13-month
period by completing the "Letter of Intention" section of the Account
Application. Information about the Letter of Intention procedure, including
its terms, is contained in the Statement of Additional Information. Investors
who are clients of a broker-dealer with a current sales agreement with PFD
may purchase shares of the Fund at net asset value, without a sales charge,
to the extent that the purchase price is paid out of proceeds from one or
more redemptions by the investor of shares of certain other mutual funds. In
order for a purchase to qualify for this privilege, the investor must
document to the broker-dealer that the redemption occurred within the 60 days
immediately preceding the purchase of shares of the Fund; that the client
paid a sales charge on the original purchase of the shares redeemed; and that
the mutual fund whose shares were redeemed also offers net asset value
purchases to redeeming shareholders of any of the Pioneer funds. Further
details may be obtained from PFD.

Class B Shares

You may buy Class B shares at net asset value without the imposition of an
initial sales charge. However, Class B shares redeemed within six years of
purchase will be subject to a CDSC at the rates shown in the table below. The
charge will be assessed on the amount equal to the lesser of the current
market value or the original purchase cost of the shares being redeemed. No
CDSC will be imposed on increases in account value above the initial purchase
price, including shares derived from the reinvestment of dividends or capital
gains distributions.

First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none

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

<PAGE>

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 Individual Retirement Account ("IRA"),
403(b) or employer-sponsored retirement plan, is part of a series of
substantially equal payments made over the life expectancy of the participant
or the joint life expectancy of the participant and his or her beneficiary or
as scheduled periodic payments to a participant (limited in any year to 10%
of the value of the participant's account at the time the distribution amount
is established; a required minimum distribution due to the participant's
attainment of age 70-1/2 may exceed the 10% limit only if the distribution
amount is based on plan assets held by Pioneer); (c) the distribution is from
a 401(a) or 401(k) retirement plan and is a return of excess employee
deferrals or employee contributions or a qualifying hardship distribution as
defined by the Code or results from a termination of employment (limited with
respect to a termination to 10% per year of the value of the plan's assets in
the Fund as of the later of the prior December 31 or the date the account was
established unless the plan's assets are being rolled over to or reinvested
in the same class of shares of a Pioneer mutual fund subject to the CDSC of
the shares originally held); (d) the distribution is from an IRA, 403(b) or
employer-sponsored retirement plan and is to be rolled over to or reinvested
in the same class of shares in a Pioneer mutual fund and which will be
subject to the applicable CDSC upon redemption; (e) the distribution is in
the form of a loan to a participant in a plan which permits loans (each
repayment of the loan will constitute a new sale which will be subject to the
applicable CDSC upon redemption); or (f) the distribution is from a qualified
defined contribution plan and represents a participant's directed transfer
(provided that this privilege has been pre-authorized through a prior
agreement with PFD regarding participant directed transfers).

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

Broker-Dealers. An order for either Class of Fund shares received by PFD
from a broker-dealer prior to the close of regular trading on the Exchange is
confirmed at the price appropriate for that Class as determined at the close
of regular trading on the Exchange on the day the order is received, provided
the order is received prior to PFD's close of business (usually, 5:30 p.m.
Eastern Time). It is the responsibility of broker-dealers to transmit orders
so that they will be received by PFD prior to its close of business.

VIII. HOW TO SELL FUND SHARES

You can arrange to sell (redeem) Fund shares on any day the Exchange is open
by selling either some or all of your shares to the Fund.

You may sell your shares either through your broker-dealer or directly to the
Fund. Please note the following:

* If you are selling shares from a non-retirement account, you may use any of
the methods described below.

* 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.

<PAGE>

credit union (if authorized under state law), securities exchange or
association, clearing agency or savings association. A notary public cannot
provide a signature guarantee. Signature guarantees are not accepted by
facsimile ("fax"). For additional information about the necessary
documentation for redemption by mail, please contact PSC at 1-800-225-6292.

By Telephone or by Fax. Your account is automatically authorized to have the
telephone redemption privilege unless you indicated otherwise on your Account
Application or by writing to PSC. Proper account identification will be
required for each telephone redemption. The telephone redemption option is
not available to retirement plan accounts. A maximum of $50,000 may be
redeemed by telephone or fax and the proceeds may be received by check or by
bank wire. To receive the proceeds by check: the check must be made payable
exactly as the account is registered and the check must be sent to the
address of record which must not have changed in the last 30 days. To receive
the proceeds by bank wire: the wire must be sent to the bank wire address of
record which must have been properly pre-designated either on your Account
Application or on an Account Options Form and which must not have changed in
the last 30 days. To redeem by fax send your redemption request to 1-800-225-
4240. You may always elect to deliver redemption instructions to PSC by mail.
See "Telephone Transactions and Related Liabilities" below. Telephone and fax
redemptions will be priced as described above.

CDSC on Class A Shares. Purchases of Class A shares of $1,000,000 or more, or
by participants in a Group Plan which were not subject to an initial sales
charge, may be subject to a CDSC upon redemption. A CDSC is payable to PFD on
these investments in the event of a share redemption within 12 months
following the share purchase, at the rate of 1% of the lesser of the value of
the shares redeemed (exclusive of reinvested dividend and capital gain
distributions) or the total cost of such shares. Shares subject to the CDSC
which are exchanged into another Pioneer fund will continue to be subject to
the CDSC until the original 12-month period expires. However, no CDSC is
payable with respect to purchases of Class A shares by 401(a) or 401(k)
retirement plans with 1,000 or more eligible participants or with at least
$10 million in plan assets.

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.

<PAGE>

Exchange requests received by PSC before 4:00 p.m. Eastern Time will be
effective on that day if the requirements above have been met, otherwise,
they will be effective on the next business day. PSC will process exchanges
only after receiving an exchange request in good order. There are currently
no fees or sales charges imposed at the time of an exchange. An exchange of
shares may be made only in states where legally permitted. For federal and
(generally) state income tax purposes, an exchange is considered to be a sale
of the shares of the Fund exchanged and a purchase of shares in another Fund.
Therefore, an exchange could result in a gain or loss on the shares sold,
depending on the tax basis of these shares and the timing of the transaction,
and special tax rules may apply.

X. DISTRIBUTION PLANS

XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION

The Fund has elected to be treated, has qualified, and intends to qualify
each year as a "regulated investment company" under Subchapter M of the Code,
so that it will not pay federal income taxes on income and capital gains
distributed to shareholders at least annually.

Under the Code, the Fund will be subject to a nondeductible 4% federal excise
tax on a portion of its undistributed income and capital gains if it fails to
meet certain distribution requirements, with respect to each calendar year.
The Fund intends to make distributions in a timely manner and accordingly
does not expect to be subject to the excise tax.

<PAGE>

dends from the Fund's net long-term capital gains are taxable as long-term
capital gains.

The Fund will be subject to foreign withholding taxes with respect to
interest or dividends payable on certain foreign securities. In any year in
which the Fund qualifies, it may make an election that would permit certain
of its shareholders to take a credit (or, if more advantageous, a deduction)
for foreign income taxes paid by the Fund. Each shareholder would then treat
as an additional dividend his or her proportionate share of the amount of
foreign taxes paid by the Fund. If this election is made, the Fund will
notify its shareholders annually as to their share of the amount of foreign
taxes paid and the foreign source income of the Fund.

Dividends and other distributions and the proceeds of redemptions, exchanges
or repurchases of Fund shares paid to individuals and other non-exempt payees
will be subject to a 31% federal backup withholding of federal income tax if
the Fund is not provided with the shareholder's correct taxpayer
identification number and certification that the number is correct and the
shareholder is not subject to backup withholding or if the Fund receives
notice from the IRS or a broker that such backup withholding applies. Please
refer to the Account Application for additional information.

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

XII. SHAREHOLDER SERVICES

Account and Confirmation Statements

PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing
details of transactions are sent to shareholders as transactions occur,
except Automatic Investment Plan transactions which are confirmed quarterly.
The Pioneer Combined Account statement, mailed quarterly, is available to
shareholders who have more than one Pioneer account.

Additional Investments

Automatic Investment Plans

Financial Reports and Tax Information

As a shareholder, you will receive financial reports at least semiannually.
In January of each year, the Fund will mail you information about the tax
status of dividends and distributions.

Distribution Options

<PAGE>

Directed Dividends

Direct Deposit

Voluntary Tax Withholding

Telephone Transactions and Related Liabilities

Retirement Plans

Telecommunications Device for the Deaf (TDD)

Systematic Withdrawal Plans

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

Reinstatement Privilege (Class A Shares Only)

If you redeem all or part of your Class A shares of the Fund, you may
reinvest all or part of the redemption proceeds without a sales charge in
Class A shares of the Fund if you send a written request to PSC not more than
90 days after your shares were redeemed. Your redemption proceeds will be
reinvested at the next determined net asset value of the shares of the Fund
in effect immediately after receipt of the written request for reinstatement.
You may realize a gain or loss for federal income tax purposes as a result of
the redemption, and special tax rules may apply if a reinvestment occurs.
Subject to the provisions outlined under "How to Exchange Fund Shares" above,
you may also reinvest in Class A shares of other Pioneer mutual funds; in
this case you must meet the minimum investment requirements for each fund you
enter.

The options and services available to shareholders, including the terms of
the Exchange Privilege and the Pioneer Investomatic Plan, may be revised,
suspended or
<PAGE>

terminated at any time by PFD or by the Fund. You may establish the services
described in this section when you open your account. You may also establish
or revise many of them on an existing account by completing an Account
Options Form, which you may request by calling 1-800-225-6292.

XIII. THE TRUST

The Fund is a diversified series of the Trust, an open-end management
investment company (commonly referred to as a mutual fund) organized as a
Massachusetts business trust on April 7, 1990. The Trust has authorized an
unlimited number of shares of beneficial interest. As an open-end management
investment company, the Trust continuously offers its shares to the public
and under normal conditions must redeem its shares upon the demand of any
shareholder at the then current net asset value per share. See "How to Sell
Fund Shares." The Trust is not required, and does not intend, to hold annual
shareholder meetings, although special meetings may be called for the
purposes of electing or removing Trustees, changing fundamental investment
restrictions or approving a management contract.

The shares of the Trust are divided into three series: Pioneer Capital Growth
Fund, Pioneer Equity-Income Fund and the Fund (collectively, the "Funds").
The Trust reserves the right to create and issue additional series of shares
in addition to the three Funds currently available.

The Trustees have the authority, without further shareholder approval, to
classify and reclassify the shares of the Fund, or any additional series of
the Trust, into one or more classes. As of the date of this Prospectus, the
Trustees have authorized the issuance of two classes of shares, designated
Class A and Class B. The shares of each class represent an interest in the
same portfolio of investments of the Fund. Each class has equal rights as to
voting, redemption, dividends and liquidation, except that each class bears
different distribution and transfer agent fees and may bear other expenses
properly attributable to the particular class. Class A and Class B
shareholders have exclusive voting rights with respect to the Rule 12b-1
distribution plans adopted by holders of those shares in connection with the
distribution of shares.

XIV. INVESTMENT RESULTS

Other investments or savings vehicles and/or to unmanaged market indexes,
indicators of economic activity or averages of mutual funds results may be
cited or compared with the investment performance of the Fund. Rankings or
listings by magazines, newspapers or independent statistical or rating
services, such as Lipper Analytical Services, Inc., may also be referenced.

APPENDIX

This Appendix provides a brief description of certain investment techniques
that the Fund may employ. For a more complete discussion of these and other
practices, see "Investment Objective and Policies" in this Prospectus and
"Investment Policies and Restrictions" in the Statement of Additional
Information.

Options on Securities Indices

The Fund may purchase put and call options on indices that are based on
securities in which it may invest to manage cash flow and to manage its
exposure to foreign and domestic stocks or stock markets instead of, or in
addition to, buying and selling stock. The Fund may also purchase options in
order to hedge against risks of market-wide price fluctuations.

<PAGE>

Forward Foreign Currency Exchange Contracts and Options on Foreign Currencies

The Fund has the ability to hold a portion of its assets in foreign
currencies and to enter into forward foreign currency contracts to facilitate
settlement of foreign securities transactions or to protect against changes
in foreign currency exchange rates. The Fund might sell a foreign currency on
either a spot or forward basis to hedge against an anticipated decline in the
dollar value of securities in its portfolio or securities it intends or has
contracted to sell or to preserve the U.S. dollar value of dividends,
interest or other amounts it expects to receive. Although this strategy could
minimize the risk of loss due to a decline in the value of the hedged foreign
currency, it could also limit any potential gain which might result from an
increase in the value of the currency. Alternatively, the Fund might purchase
a foreign currency or enter into a forward purchase contract for the currency
to preserve the U.S. dollar price of securities it is authorized to purchase
or has contracted to purchase.

Futures Contracts and Options on Futures Contracts

To hedge against changes in securities prices, currency exchange rates or
interest rates, the Fund may purchase and sell various kinds of futures
contracts, and purchase and write call and put options on any of such futures
contracts. The Fund may also enter into closing purchase and sale
transactions with respect to any of such contracts and options. The futures
contracts may be based on various stock and other securities indices, foreign
currencies and other financial instruments and indices. The Fund will engage
in futures and related options transactions for bona fide hedging purposes
only. These transactions involve brokerage costs, require margin deposits
and, in the case of contracts and options obligating the Fund to purchase
currencies, require the Fund to segregate assets to cover such contracts and
options.

Limitations and Risks Associated with Transactions in Options, Futures
Contracts and Forward Foreign Currency Exchange Contracts

Transactions involving options on securities and securities indices, futures
contracts and options on futures and forward foreign currency exchange
contracts involve (1) liquidity risk that contractual positions cannot be
easily closed out in the event of market changes or generally in the absence
of a liquid secondary market, (2) correlation risk that changes in the value
of hedging positions may not match the securities market and foreign currency
fluctuations intended to be hedged and (3) market risk that an incorrect
prediction of securities prices or exchange rates by the Fund's investment
adviser may cause the Fund to perform less favorably than if such positions
had not been entered. The Fund will purchase and sell options that are traded
only in a regulated market which is open to the public. The use of options,
futures contracts and forward foreign currency exchange contracts are highly
specialized activities which involve investment techniques and risks that are
different from those associated with ordinary portfolio transactions. The
Fund may not enter into futures contracts and options on futures contracts
for speculative purposes. The percent of the Fund's assets that may be
subject to futures contracts and options on such contracts entered into for
bona fide hedging purposes or in forward foreign currency exchange contracts
is 100%. The loss that may be incurred by the Fund in entering into future
contracts and written options thereon and forward foreign currency exchange
contracts is potentially unlimited. The Fund may not invest more than 5% of
its total assets in financial instruments that are used for non-hedging
purposes and which have a leverage effect.

<PAGE>

Pioneer
Gold Shares
60 State Street
Boston, Massachusetts 02109

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

PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.

INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION

CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.

INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP

LEGAL COUNSEL
HALE AND DORR
0295-2312
(C)Pioneer Funds Distributor, Inc.

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

If you would like information on the following, please call . . .
Existing and new accounts, prospectuses,
applications and 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