PIONEER GROWTH TRUST, 497, 1995-10-19

PIONEER GROWTH TRUST
497, 1995-10-19

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<PAGE>

(Pioneer Logo)
Pioneer Capital
Growth Fund

Class A and Class B Shares
Prospectus
February 24, 1995
(revised October 12, 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 (revised October 12, 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>
<CAPTION>
TABLE OF CONTENTS PAGE
---- ----------------------------------------------- -------
<S> <C> <C>
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 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 12
Direct Deposit 12
Voluntary Tax Withholding 12
Telephone Transactions and Related
Liabilities 13
FactFone(SM) 13
Retirement Plans 13
Telecommunications Device for the Deaf (TDD) 13
Systematic Withdrawal Plans 13
Reinstatement Privilege (Class A only) 13
XIII. THE TRUST 13
XIV. INVESTMENT RESULTS 14
APPENDIX 14
</TABLE>

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

<PAGE>

I. EXPENSE INFORMATION

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

<TABLE>
<CAPTION>
<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:

<TABLE>
<CAPTION>
7/25/90
Year Ended (Commencement
--------------------------------------------------------------- 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 $16.17 $12.42 $11.58 $7.50 $10.50
----------- ----------- ----------- ----------- -------------
Income from investment
operations--
Net investment income
(loss)--net $(0.05) $(0.02) $(0.01) $0.07 $(0.04)
Net realized and
unrealized gain (loss) on
investments 2.80 4.43 1.21 4.01 (2.96)
----------- ----------- ----------- ----------- -------------
Total income (loss) from
investment operations $2.75 $4.41 $1.20 $4.08 $(3.00)
Distribution to
shareholders from:
Net investment income -- -- (0.04) -- --
Net realized capital gains (1.66) (0.66) (0.32) -- --
----------- ----------- ----------- ----------- -------------
Net increase (decrease) in
net asset value $1.09 $3.75 $0.84 $4.08 $(3.00)
----------- ----------- ----------- ----------- -------------
Net asset value, end of
period $17.26 $16.17 $12.42 $11.58 $7.50
=========== =========== =========== =========== =============
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
reduction of fees or
expense limitations
by PMC
Net operating expenses -- -- -- 2.78% --
Net investment loss -- -- -- (0.40%) --

</TABLE>

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

<TABLE>
<CAPTION>
April 4, 1994 to
October 31, 1994***
--------------------
<S> <C>
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 or interest 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 or interest 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 may also reduce 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"), an indirect 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 mutual fund
and shares acquired in the exchange will continue to be subject to any CDSC
applicable to the shares of the Fund originally purchased. Shares sold
outside the U.S. to persons who are not U.S. citizens may be subject to
different sales charges, CDSCs and dealer compensation arrangements in
accordance with local laws and business practices.

VI. SHARE PRICE

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

Telephone Purchases. Your account is automatically authorized to have the
telephone purchase privilege unless you indicated otherwise on your Account
Application or by writing to Pioneering Services Corporation ("PSC"). The
telephone purchase option may be used to purchase additional shares for an
existing fund account; it may not be used to establish a new account. Proper
account identification will be required for each telephone purchase. A
maximum of $25,000 per account may be purchased by telephone each day. The
telephone purchase privilege is available to Individual Retirement Accounts
("IRAs") but may not be available to other types of retirement plan accounts.
Call PSC for more information.

You are strongly urged to consult with your financial representative prior
to requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank account

6
<PAGE>

of record by completing the appropriate section of your Account Application
or an Account Options Form. PSC will electronically debit the amount of each
purchase from this predesignated bank account. Telephone purchases may not be
made for 30 days after the establishment of your bank of record or any change
to your bank information.

Telephone purchases will be priced at the net asset value plus any
applicable sales charge next determined after PSC's acceptance of a telephone
purchase instruction and receipt of good funds (usually three days after the
purchase instruction). You may always elect to deliver purchases to PSC by
mail. See "Telephone Transactions and Related Liabilities" for additional
information.

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:

<TABLE>
<CAPTION>
Sales Charge as a % of Dealer
------------------------ 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>

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.

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 $5 million invested; 0.50% on the next $45 million; and 0.25% on the
excess over $50 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.

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

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
7

<PAGE>

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 mutual
funds. Further details may be obtained from PFD.

Class B Shares

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

The amount of the CDSC, if any, will vary depending on the number of years
from the time of purchase until the time of redemption of Class B shares. For
the purpose of determining the number of years from the time of any purchase,
all payments during a quarter will be aggregated and deemed to have been made
on the first day of that quarter. In processing redemptions of Class B
shares, the Fund will first redeem shares not subject to any CDSC, and then
shares held longest during the six-year period. As a result, you will pay the
lowest possible CDSC.

<TABLE>
<CAPTION>
Year Since CDSC as a Percentage of Dollar
Purchase Amount Subject to CDSC
- -------------------------- --------------------------------
<S> <C>
First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none

</TABLE>

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 in effect and such an opinion is not
available and, therefore, Class B shares would continue to be subject to
higher expenses than Class A shares for an indeterminate period.

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

8
<PAGE>

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 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:

(bullet) 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.

(bullet) 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 PSC, however, you must use
a written request, including a signature guarantee, to sell your shares if
any of the following situations applies:

(bullet) you wish to sell over $50,000 worth of shares,

(bullet) your account registration or address has changed within the last
30 days,

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

(bullet) the check is not being made out to the account owners, or

(bullet) 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.

9
<PAGE>

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. You are strongly urged to consult with
your financial representative prior to requesting a telephone redemption.

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

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

CDSC on Class A Shares. Purchases of Class A shares of $1,000,000 or more,
or by participants in a Group Plan which were not subject to an initial sales
charge, may be subject to a CDSC upon redemption. A CDSC is payable to PFD on
these investments in the event of a share redemption within 12 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 mutual fund will continue to be
subject to the CDSC until the original 12-month period expires. However, no
CDSC is payable upon redemption with respect to Class A shares purchased 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. Each voice-requested or FactFone(SM) telephone
exchange request will be recorded. You are strongly urged to consult with
your financial representative prior to requesting a telephone exchange. See
"Telephone Transactions and Related Liabilities" below.

Automatic Exchanges. You may automatically exchange shares from one
Pioneer mutual fund account for shares of the same Class in another Pioneer
mutual fund 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 mutual fund. Not
all Pioneer mutual funds offer more than one Class of shares. A new Pioneer
mutual fund 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
Pioneer mutual 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

10
<PAGE>

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 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 makes distributions to shareholders from its net long-term
capital gains, if any, annually, usually in the month of December. Income
dividends, and distributions from net short-term capital gains, if any, are
paid to shareholders quarterly, during the months of March, June, September
and December. Additional distributions from income and/or capital gains may
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.

The Fund anticipates that it will be subject to foreign withholding taxes
or other foreign taxes on income (possibly including capital gains) on
certain foreign investments, which

11
<PAGE>

will reduce the yield on those investments. The Fund does not expect to
qualify to pass such taxes and any associated tax deductions or credits
through to its shareholders.

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. Non-U.S. shareholders and tax-exempt shareholders
are subject to different tax treatment that is not described above.
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.

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.

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

12
<PAGE>

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 purchase, sell or exchange Fund shares by telephone.
For personal assistance, call 1-800-225-6292 between 8:00 a.m. and 8:00 p.m.
Eastern time on weekdays. Computer-assisted transactions are available to
shareholders who have pre-recorded certain bank information (see
"FactFone(SM)"). You are strongly urged to consult with your financial
representative prior to requesting any telephone transaction. 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.

FactFone(SM)

FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer shareholders by dialing 1-800-225-4321. FactFone(SM)
allows you to obtain current information on your Pioneer accounts and to
inquire about the prices and yields of all publicly available Pioneer mutual
funds. In addition, you may use FactFone(SM) to make computer-assisted
telephone purchases, exchanges and redemptions from your Pioneer accounts if
you have activated your PIN. Telephone purchases and redemptions require the
establishment of a bank account of record. You are strongly urged to consult
with your financial representative prior to requesting any telephone
transaction. Shareholders whose accounts are registered in the name of a
broker-dealer or other third party may not be able to use FactFone(SM). See
"How to Buy Fund Shares," "How to Exchange Fund Shares," "How to Sell Fund
Shares" and "Telephone Transactions and Related Liabilities." Call PSC for
assistance.

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.

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.

13
<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
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 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.

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.

14
<PAGE>

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 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. 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 Logo)
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
FactFone(SM)
Automated fund yields, automated 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

1095-2830
(C)Pioneer Funds Distributor, Inc.

<PAGE>

[Pioneer logo]

Pioneer
Equity-Income
Fund

Class A and Class B Shares
Prospectus
February 24, 1995
(revised October 16, 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").

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 (revised October 16, 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>
<CAPTION>
TABLE OF CONTENTS PAGE
- -------- ------------------------------------------------- -------
<S> <C> <C>
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 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
FactFone(SM) 12
Retirement Plans 13
Telecommunications Device for the Deaf (TDD) 13
Systematic Withdrawal Plans 13
Reinstatement Privilege (Class A Shares Only) 13
XIII. THE TRUST 13
XIV. INVESTMENT RESULTS 14
</TABLE>

<PAGE>

I. EXPENSE INFORMATION

<TABLE>
<CAPTION>
Class A Class B
-------- ----------
<S> <C> <C>
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%
======== ==========
</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 a 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 $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*
</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.

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").

2
<PAGE>

II. FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
7/25/90
-------------
(Commencement
of
Year Ended 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 fee reductions
or expense limitations 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:

<TABLE>
<CAPTION>
April 4, 1994 to
October 31,
1994***
------------------
<S> <C>
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
</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 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

4
<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"), an indirect 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 since May 1992. 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.

5
<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

VII. HOW TO BUY FUND SHARES

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 .

You are strongly urged to consult with your financial representative prior
to requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank account of record by completing the appropriate section
of your Account Application or an Account Options Form. PSC will
electronically debit the amount of each purchase from this pre-designated
bank account. Telephone purchases may not be made for 30 days after the
establishment of your bank of record or any change to your bank information.

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:

<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>

6
<PAGE>

$50 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 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. 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. 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 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 mutual funds. Further details
may be obtained from PFD.

Class B Shares

7
<PAGE>

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

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

The CDSC on Class B shares and on any Class A shares subject to a CDSC may
be waived or reduced for retirement plan accounts if: (a) the redemption
results from the death or a total and permanent disability (as defined in
Section 72 of the Code) occurring after the purchase of the shares being
redeemed of a shareholder or participant in an employer-sponsored retirement
plan; (b) the distribution is to a participant in an IRA, 403(b) or
employer-sponsored retirement plan, is part of a series of substantially
equal payments made over the life expectancy of the participant or the joint
life expectancy of the participant and his or her beneficiary or as scheduled
periodic payments to a participant (limited in any year to 10% of the value
of the participant's account at the time the distribution amount is
established; a required minimum distribution due to the participant's
attainment of age 70-1/2 may exceed the 10% limit only if the distribution
amount is based on plan assets held by Pioneer); (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).

8
<PAGE>

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:

(bullet) 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.

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

(bullet) you wish to sell over $50,000 worth of shares,

(bullet) your account registration or address has changed within the last
30 days,

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

(bullet) the check is not being made out to the account owners, or

(bullet) 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
bank wire or electronic funds transfer. 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 or by electronic funds
transfer: the proceeds must be sent to your bank address of record which must
have been properly pre-designated either on your Account Application or on an
Account Options Form and which must not have changed in the last 30 days. To
redeem by fax send your redemption request to 1-800-225-4240. You may always
elect to deliver redemption instructions to PSC by mail. See "Telephone
Transactions and Related Liabilities" below. Telephone redemptions will be
priced as described above. You are strongly urged to consult with your
financial representative prior to requesting a telephone redemption.

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 upon redemption with respect to Class A shares purchased by 401(a) or
401(k)

9
<PAGE>

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.

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. Each telephone exchange request, whether by
voice or by FactFone, will be recorded. You are strongly urged to consult
with your financial representative prior to requesting a telephone exchange.
See "Telephone Transactions and Related Liabilities" below.

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

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.

10
<PAGE>

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

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

Account and Confirmation Statements

11
<PAGE>

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

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

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 purchase, sell or exchange Fund shares by telephone.
See "Share Price" for more information. For personal assistance, call
1-800-225-6292 between 8:00 a.m. and 8:00 p.m. Eastern Time on weekdays.
Computer-assisted transactions may be available to shareholders who have
pre-recorded certain bank information (see "FactFone(SM)"). You are strongly
urged to consult with your financial representative prior to requesting any
telephone transaction. 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.

FactFone(SM)

FactFone is an automated inquiry and telephone transaction system
available to Pioneer shareholders by dialing 1-800-225-4321. FactFone allows
you to obtain current infor-

12
<PAGE>

mation on your Pioneer mutual fund accounts and to inquire about the prices
and yields of all publicly available Pioneer mutual funds. In addition, you
may use FactFone to make computer-assisted telephone purchases, exchanges and
redemptions from your Pioneer accounts if you have activated your PIN.
Telephone purchases and redemptions require the establishment of a bank
account of record. You are strongly urged to consult with your financial
representative prior to requesting any telephone transaction. Shareholders
whose accounts are registered in the name of a broker-dealer or other third
party may not be able to use FactFone. See "How to Buy Fund Shares," "How to
Exchange Fund Shares," "How to Sell Fund Shares" and "Telephone Transactions
and Related Liabilities." Call PSC for assistance.

Retirement Plans

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

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)

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 distribu-

13
<PAGE>

tion plans adopted by holders of those shares in connection with the
distribution of shares.

XIV. INVESTMENT RESULTS

14
<PAGE>

THE PIONEER FAMILY OF MUTUAL FUNDS

International Growth Funds

Pioneer India Fund
Pioneer Emerging Markets Fund
Pioneer International Growth Fund
Pioneer Europe Fund

Growth Funds

Pioneer Gold Shares
Pioneer Growth Shares
Pioneer Capital Growth Fund

Growth and Income Funds

Pioneer Three
Pioneer II
Pioneer Fund
Pioneer Equity-Income Fund
Pioneer Real Estate Shares

Income Funds

Pioneer Income Fund
Pioneer Bond Fund
Pioneer America Income Trust
Pioneer Short-Term Income Trust

Tax-Free Income Funds

Pioneer California Double Tax-Free Fund*
Pioneer Massachusetts Double Tax-Free Fund*
Pioneer New York Triple Tax-Free Fund*
Pioneer Tax-Free Income Fund*
Pioneer Intermediate Tax-Free Fund*

Money Market Funds

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

*Not suitable for retirement accounts.

15
<PAGE>

[Pioneer logo]

Pioneer
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
FactFone(SM)
Automated fund yields, automated 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

1095-2812
(C)Pioneer Funds Distributor, Inc.

<PAGE>

[Pioneer logo]
Pioneer
Gold Shares

Class A and Class B Shares
Prospectus
February 24, 1995
(revised October 23, 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.

<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- -------- ------------------------------------------------- -------
<S> <C> <C>
I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 2
III. INVESTMENT OBJECTIVE AND POLICIES 4
Risk Factors 4
IV. MANAGEMENT OF THE FUND 5
V. FUND SHARE ALTERNATIVES 6
VI. SHARE PRICE 7
VII. HOW TO BUY FUND SHARES 7
Class A Shares 7
Qualifying for a Reduced Sales Charge 8
Class B Shares 8
VIII. HOW TO SELL FUND SHARES 10
IX. HOW TO EXCHANGE FUND SHARES 11
X. DISTRIBUTION PLANS 11
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 12
XII. SHAREHOLDER SERVICES 12
Account and Confirmation Statements 13
Additional Investments 13
Automatic Investment Plans 13
Financial Reports and Tax Information 13
Distribution Options 13
Directed Dividends 13
Direct Deposit 13
Voluntary Tax Withholding 13
Telephone Transactions and Related
Liabilities 13
FactFone(SM) 14
Retirement Plans 14
Telecommunications Device for the Deaf (TDD) 14
Systematic Withdrawal Plans 14
Reinstatement Privilege (Class A Shares Only) 14
XIII. THE TRUST 14
XIV. INVESTMENT RESULTS 15
APPENDIX 17
</TABLE>

<PAGE>

I. EXPENSE INFORMATION

<TABLE>
<CAPTION>
Class A Class B
<S> <C> <C>
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%
====== ========
</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.
(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:

<TABLE>
<CAPTION>
1 3 5
Year Years Years 10 Years
<S> <C> <C> <C> <C>
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*
</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.

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>

II. FINANCIAL HIGHLIGHTS

Pioneer Gold Shares
Financial Highlights for Each Class A Share Outstanding Throughout Each
Period+:

<TABLE>
<CAPTION>
Year Ended 7/25/90
------------------------------------------------ --------------
(Commencement
October October October October of Operations)
31, 31, 31, 31, to
1994 1993 1992 1991 10/31/90
--------- --------- --------- --------- --------------
<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 fee reduction or
expense limitation 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:

<TABLE>
<CAPTION>
April 4, 1994 to
October 31, 1994***
----------------------------
<S> <C>
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 fee reduction or expense limitation by
PMC:
Net operating expenses** 2.79%
Net investment loss** (1.54%)
</TABLE>

+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.

<PAGE>

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.

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
secu-

<PAGE>

rities 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,
economic 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 may also reduce 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 prices of gold and other precious metals have
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 prices 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 has been the responsibility of Mr. Tripple since its
inception.

<PAGE>

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.

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

<PAGE>

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

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 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

You are strongly urged to consult with your financial representative prior
to requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank account of record by completing the appropriate section
of your Account Application or an Account Options Form. Pioneer will
electronically debit the amount of each purchase from this pre-designated
bank account. Telephone purchases may not be made for 30 days after the
establishment of your bank of record or any change to your bank information.

Telephone purchases will be priced at the net asset value plus any
applicable sales charge next determined after PSC's acceptance of a telephone
purchase instruction and receipt of good funds (usually 3 days after the
purchase instruction). Shares purchased by telephone may not be redeemed for
15 days after the date of purchase. You may always elect to deliver purchases
to PSC by mail. See "Telephone Transactions and Related Liabilities" for
additional information.

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:

<TABLE>
<CAPTION>
Sales Charge as a % of Dealer
------------------------- 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>

<PAGE>

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.

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.
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. 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
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 of the Fund; that the
client paid a sales charge on the original purchase of the shares redeemed;
and that the mutual fund whose shares were redeemed also offers net asset
value purchases to redeeming shareholders of any of the Pioneer mutual funds.
Further details may be obtained from PFD.

Class B Shares

You may buy Class B shares at net asset value per share next computed
after receipt of a purchase order 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.

<PAGE>

shares not subject to any CDSC, and then shares held longest during the
six-year period. As a result, you will pay the lowest possible CDSC.

<TABLE>
<CAPTION>
CDSC as a Percentage
of Dollar Amount
Year Since Purchase Subject to CDSC
- ------------------------- ----------------------
<S> <C>
First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none

</TABLE>

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.

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

<PAGE>

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:

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

(bullet) you wish to sell over $50,000 worth of shares,

(bullet) your account registration or address has changed within the last
30 days,

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

(bullet) the check is not being made out to the account owners, or

(bullet) the sale proceeds are being transferred to a Pioneer account with
a different registration.

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, if
a signature guarantee is required, 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 or electronic funds transfer. 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 or by electronic funds
transfer: the proceeds must be sent to your bank 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. You are strongly urged to consult with
your financial representative prior to requesting a telephone redemption.

<PAGE>

will continue to be subject to the CDSC until the original 12-month period
expires. However, no CDSC is payable upon redemption with respect to Class A
shares purchased 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

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. Each telephone exchange request, whether by
voice or FactFone, will be recorded. You are strongly urged to consult with
your financial representative prior to requesting a telephone exchange. See
"Telephone Transactions and Related Liabilities" below.

X. DISTRIBUTION PLANS

<PAGE>

capacity or providing any of the described services, management would
consider what action, if any, would be appropriate.

XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION

The Fund's policy is to pay to shareholders dividends from net investment
income, if any, and to make distributions from net long-term capital gains,
if any, in December. Distributions from net short-term capital gains, if any,
may be paid with such dividends; distributions from income and/or capital
gains may also be made at such times as may be necessary to avoid federal
income or excise tax. Dividends from the Fund's net investment income, net
short-term capital gains, and certain net foreign exchange gains are taxable
as ordinary income, and dividends 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 or other foreign
taxes on income (possibly including capital gains) on certain foreign
investments, which will reduce the yield on those investments. 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
include in gross income (in addition to dividends actually received) his or
her proportionate share of the amount of foreign income 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 income 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 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. Non-U.S. shareholders and tax-exempt shareholders
are subject to different tax treatment that is not described above.
Shareholders should consult their own tax advisors 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

<PAGE>

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.

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

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

Voluntary Tax 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 purchase, sell or exchange Fund shares by telephone.
See "Share Price" for more information. For personal assistance, call
1-800-225-6292 between 8:00 a.m. and 8:00 p.m. Eastern Time on weekdays.
Computer-assisted transactions are available to shareholders who have
pre-recorded certain bank information (see "FactFone(SM)"). You are strongly
urged to consult with your financial representative prior to requesting any
telephone transaction. 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 fraudu-

<PAGE>

lent 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.

FactFone(SM)

FactFone is an automated inquiry and telephone transaction system
available to Pioneer shareholders by dialing 1-800-225-4321. FactFone allows
you to obtain current information on your Pioneer accounts and to inquire
about the prices and yields of all publicly available Pioneer mutual funds.
In addition, you may use FactFone to make computer-assisted telephone
purchases, exchanges and redemptions from your Pioneer accounts if you have
activated your PIN. Telephone purchases and redemptions require the
establishment of a bank account of record. You are strongly urged to consult
with your financial representative prior to requesting any telephone
transaction. Shareholders whose accounts are registered in the name of a
broker-dealer or other third party may not be able to use FactFone. See "How
to Buy Fund Shares," "How to Exchange Fund Shares," "How to Sell Fund Shares"
and "Telephone Transactions and Related Liabilities." Call PSC for
assistance.

Retirement Plans

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

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.

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

<PAGE>

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 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.

<PAGE>

APPENDIX

Options on Securities Indices

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.

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

<PAGE>

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>

THE PIONEER FAMILY OF MUTUAL FUNDS

International Growth Funds

Pioneer India Fund
Pioneer Emerging Markets Fund
Pioneer International Growth Fund
Pioneer Europe Fund

Growth Funds

Pioneer Gold Shares
Pioneer Growth Shares
Pioneer Capital Growth Fund

Growth and Income Funds

Pioneer Three
Pioneer II
Pioneer Fund
Pioneer Real Estate Shares
Pioneer Equity-Income Fund

Income Funds

Pioneer Income Fund
Pioneer Bond Fund
Pioneer America Income Trust
Pioneer Short-Term Income Trust

Tax-Free Income Funds

Pioneer California Double Tax-Free Fund*
Pioneer Massachusetts Double Tax-Free Fund*
Pioneer New York Triple Tax-Free Fund*
Pioneer Tax-Free Income Fund*
Pioneer Intermediate Tax-Free Fund*

Money Market Funds

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

*Not suitable for retirement accounts

<PAGE>

[Pioneer logo]
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

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
FactFone(SM)
Automated fund yields, automated 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

1095-2799
(C)Pioneer Funds Distributor, Inc.

<PAGE>

PIONEER GROWTH TRUST

Pioneer Capital Growth Fund
Pioneer Equity-Income Fund
Pioneer Gold Shares

60 State Street
Boston, Massachusetts 02109
Class A and Class B Shares

February 24, 1995

(revised October 12, 1995)

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information (Part B of the Registration
Statement) is not a prospectus, but should be read in conjunction with the
Prospectuses, each dated February 24, 1995 (revised October 12, 1995), for each
of Pioneer Capital Growth Fund, Pioneer Equity-Income Fund and Pioneer Gold
Shares. A copy of each Prospectus can be obtained free of charge by calling
Shareholder Services at 1- 800-225-6292 or by written request to Pioneer Growth
Trust (the "Trust") at 60 State Street, Boston, Massachusetts 02109.

TABLE OF CONTENTS
Page

1. Investment Policies and Restrictions..........................B-2
2. Management of the Funds.......................................B-11
3. Investment Adviser............................................B-15
4. Underwriting Agreement and Distribution Plans.................B-16
5. Shareholder Servicing/Transfer Agent..........................B-18
6. Custodian.....................................................B-19
7. Principal Underwriter.........................................B-19
8. Independent Public Accountants................................B-20
9. Portfolio Transactions........................................B-20
10. Tax Status and Dividends......................................B-21
11. Description of Shares.........................................B-24
12. Certain Liabilities...........................................B-25
13. Letter of Intention...........................................B-26
14. Systematic Withdrawal Plan....................................B-26
15. Determination of Net Asset Value..............................B-27
16. Investment Results............................................B-27
17. Financial Statements..........................................B-30
Appendix A....................................................B-31
Appendix B....................................................B-33

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

<PAGE>

1. INVESTMENT POLICIES AND RESTRICTIONS

Pioneer Capital Growth Fund (the "Capital Growth Fund"), Pioneer
Equity-Income Fund (the "Equity-Income Fund") and Pioneer Gold Shares ("Gold
Shares") are the separate investment portfolios of the Trust (each, a "Fund" and
collectively, the "Funds"). Each Fund's current prospectus (each, a "Prospectus"
and collectively, the "Prospectuses") presents the investment objectives and the
principal investment policies of its respective Fund. Additional investment
policies and a further description of some of the policies described in the
Prospectuses appear below.

The following policies and restrictions supplement those discussed in
the Prospectuses. Whenever an investment policy or restriction states a maximum
percentage of a Fund's assets that may be invested in any security or presents a
policy regarding quality standards, this standard or other restrictions shall be
determined immediately after and as a result of a Fund's investment.
Accordingly, any later increase or decrease resulting from a change in values,
net assets or other circumstances will not be considered in determining whether
the investment complies with a Fund's investment objectives and policies.

Lending of Portfolio Securities

Each of the Funds may lend portfolio securities to member firms of the
New York Stock Exchange, under agreements which would require that the loans be
secured continuously by collateral in cash, cash equivalents or United States
("U.S") Treasury Bills maintained on a current basis at an amount at least equal
to the market value of the securities loaned. The Fund would continue to receive
the equivalent of the interest or dividends paid by the issuer on the securities
loaned as well as the benefit of an increase in the market value of the
securities loaned and would also receive compensation based on investment of the
collateral. The Fund would not, however, have the right to vote any securities
having voting rights during the existence of the loan, but would call the loan
in anticipation of an important vote to be taken among holders of the securities
or of the giving or withholding of consent on a material matter affecting the
investment.

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 Funds 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 a Fund's total assets.

Forward Foreign Currency Transactions for Capital Growth Fund and Gold
Shares

Capital Growth Fund and Gold Shares may engage in foreign currency
transactions. These transactions may be conducted on a spot, i.e., cash basis,
at the spot rate for purchasing or selling currency prevailing in the foreign
exchange market. Capital Growth Fund and Gold Shares also have authority to deal
in forward foreign currency exchange contracts involving currencies of the
different countries in which the Funds will invest as a hedge against possible
variations in the foreign exchange rate between these currencies and the U.S.
dollar. This is accomplished through contractual agreements to purchase or sell
a specified currency at a specified future date and price set at the time of the
contract. The Funds' dealings in forward foreign currency contracts will be
limited to hedging either specific transactions or portfolio positions.
Transaction hedging is the purchase or sale of forward foreign currency
contracts with respect to specific receivables or payables of the Funds, accrued
in connection with the purchase and sale of their portfolio securities
denominated in foreign currencies. Portfolio hedging is the use of forward
foreign currency contracts to offset portfolio security positions denominated or
quoted in such foreign currencies. There is no guarantee that Capital Growth
Fund or Gold Shares will be engaged in hedging activities when adverse exchange
rate movements occur. Neither Capital Growth Fund nor Gold Shares will attempt
to hedge all of their foreign portfolio positions, and both Funds will enter
into such transactions only to the extent, if any, deemed appropriate by the
investment adviser. Neither Fund will enter into speculative forward foreign
currency contracts.

If Capital Growth Fund or Gold Shares enters into a forward contract to
purchase foreign currency, the custodian bank will segregate cash or high grade
liquid debt securities in a separate account in an amount equal to the value of
the total assets committed to the consummation of such forward contract. Those
assets will be valued at market daily and if the value of the assets in the
separate account declines, additional cash or securities will be placed in the
accounts so that the value of the account will equal the amount of the Funds'
commitment with respect to such contracts.

Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also limit the opportunity
for gain if the value of the hedged currency should rise. Moreover, it may not
be possible for Capital Growth Fund or Gold Shares to hedge against a
devaluation that is so generally anticipated that the Funds are not able to
contract to sell the currency at a price above the devaluation level they
anticipate.

The cost to Capital Growth Fund and Gold Shares of engaging in foreign
currency transactions varies with such factors as the currency involved, the
size of the contract, the length of the contract period and the market
conditions then prevailing. Since transactions in foreign currency and forward
contracts are usually conducted on a principal basis, no fees or commissions are
involved. Capital Growth Fund and Gold Shares may close out a forward position
in a currency by selling the forward contract or by entering into an offsetting
forward contract.

Options on Securities

Capital Growth Fund and Gold Shares may write (sell) covered call
options on certain portfolio securities, but options may not be written on more
than 25% of the aggregate market value of any single portfolio security
(determined each time a call is sold as of the date of such sale). Neither
Capital Growth Fund or Gold Shares intends to write covered call options on
portfolio securities with an aggregate market value exceeding 5% of the Fund's
total assets in the coming year. As the writer of a call option, a Fund receives
a premium less commission, and, in exchange, foregoes the opportunity to profit
from increases in the market value of the security covering the call above the
sum of the premium and the exercise price of the option during the life of the
option. The purchaser of such a call written by a Fund has the option of
purchasing the security from that Fund at the option price during the life of
the option. Portfolio securities on which options may be written are purchased
solely on the basis of investment considerations consistent with a Fund's
investment objectives. All call options written by a Fund are covered; a Fund
may cover a call option by owning the securities subject to the option so long
as the option is outstanding or using the other methods described below. In
addition, a written call option may be covered by purchasing an offsetting
option or any other option which, by virtue of its exercise price or otherwise,
covers a Fund's net exposure on its written option position. The Funds do not
consider a security covered by a call option to be "pledged" as that term is
used in each Funds' policy which limits the pledging or mortgaging of their
assets.

Capital Growth Fund and Gold Shares may purchase call options on
securities for entering into a "closing purchase transaction," i.e., a purchase
of a call option on the same security with the same exercise price and
expiration date as a "covered" call already written by the Fund. These closing
sale transactions enable the Funds to immediately realize gains or minimize
losses on their respective options positions. There is no assurance that a Fund
will be able to effect such closing purchase transactions at a favorable price.
If a Fund cannot enter into such a transaction it may be required to hold a
security that it might otherwise have sold. A Fund's portfolio turnover may
increase through the exercise of options if the market price of the underlying
securities goes up and the Fund has not entered into a closing purchase
transaction. The commission on purchase or sale of a call option is higher in
relation to the premium than the commission in relation to the price on purchase
or sale of the underlying security.

Options on Securities Indices

Capital Growth Fund and Gold Shares may purchase call and put options
on securities indices for the purpose of hedging against the risk of unfavorable
price movements adversely affecting the value of either such Fund's securities
or securities which either such Fund intends to buy. Securities index options
will not be used for speculative purposes.

The Funds may only purchase and sell options that are traded only in a
regulated market which is open to the public. Currently, options on stock
indices are traded only on national securities exchanges or over-the-counter,
both in the U.S. and in foreign countries. A securities index fluctuates with
changes in the market values of the securities included in the index. For
example, some stock index options are based on a broad market index such as the
S&P 500 or the Value Line Composite Index in the U.S., the Nikkei in Japan or
the FTSE 100 in the United Kingdom. Index options may also be based on a
narrower market index such as the S&P 100 or on an industry or market segment
such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index.

The Funds may purchase put options in order to hedge against an
anticipated decline in securities prices that might adversely affect the value
of the Funds' respective portfolio securities. If a 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 such 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, such 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 such
Fund's portfolio securities.

Capital Growth Fund and Gold Shares may purchase call options on
securities indices in order to remain fully invested in a particular foreign
stock market or to lock in a favorable price on securities that it intends to
buy in the future. If a 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 other securities indices above the
exercise price. Such payments would in effect allow such 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 such 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, a 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 such Fund pays to
buy additional securities for its portfolio.

Capital Growth Fund and Gold Shares may each sell the securities index
option it has purchased or write a similar offsetting securities index option in
order to close out a position in a securities index option which it has
purchased. These closing sale transactions enable the Funds to immediately
realize gains or minimize losses on their respective options positions. However,
there is no assurance that a liquid secondary market on an options exchange will
exist for any particular option, or at any particular time, and for some options
no secondary market may exist. In addition, securities index prices may be
distorted by interruptions in the trading of securities of certain companies or
of issuers in certain industries, or by restrictions that may be imposed by an
exchange on opening or closing transactions, or both, which would disrupt
trading in options on such indices and preclude a Fund from closing out its
options positions. If a Fund is unable to effect a closing sale transaction with
respect to options that it has purchased, it would have to exercise the options
in order to realize any profit.

The hours of trading for options may not conform to the hours during
which the underlying securities are traded. To the extent that the options
markets close before the markets for the underlying securities, significant
price and rate movements can take place in the underlying markets that can not
be reflected in the options markets. The purchase of options is a highly
specialized activity which involves investment techniques and risks different
from those associated with ordinary portfolio securities transactions.

In addition to the risks of imperfect correlation between the Funds'
respective portfolio and the index underlying the option, the purchase of
securities index options involves the risk that the premium and transaction
costs paid by the Funds in purchasing an option will be lost. This could occur
as a result of unanticipated movements in prices of the securities comprising
the securities index on which the option is based.

Futures Contracts and Options on Futures Contracts

To hedge against changes in securities prices or currency exchange
rates, Capital Growth Fund and Gold Shares may each purchase and sell various
kinds of futures contracts, and purchase and write (sell) call and put options
on any of such futures contracts. Capital Growth Fund and Gold Shares may each
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
securities (such as U.S. Government securities), securities indices, foreign
currencies and other financial instruments and indices. The Funds will engage in
futures and related options transactions for bona fide hedging and non-hedging
purposes as described below. All futures contracts entered into by the Funds are
traded on U.S. exchanges or boards of trade that are licensed and regulated by
the Commodity Futures Trading Commission (the "CFTC") or on foreign exchanges.

Futures Contracts. A futures contract may generally be described as an
agreement between two parties to buy and sell particular financial instruments
for an agreed price during a designated month (or to deliver the final cash
settlement price, in the case of a contract relating to an index or otherwise
not calling for physical delivery at the end of trading in the contract).

When interest rates are rising or securities prices are falling, the
Funds can seek to offset a decline in the value of their respective current
portfolio securities through the sale of futures contracts. When interest rates
are falling or securities prices are rising, the Funds, through the purchase of
futures contracts, can attempt to secure better rates or prices than might later
be available in the market when they effect anticipated purchases. Similarly,
Capital Growth Fund and Gold Shares can sell futures contracts on a specified
currency to protect against a decline in the value of such currency and a
decline in the value of its portfolio securities which are denominated in such
currency. Capital Growth Fund and Gold Shares can purchase futures contracts on
a foreign currency to establish the price in U.S. dollars of a security
denominated in such currency that the Funds have acquired or expect to acquire.

Positions taken in the futures markets are not normally held to
maturity but are instead liquidated through offsetting transactions which may
result in a profit or a loss. While futures contracts on securities or currency
will usually be liquidated in this manner, the Funds may instead make, or take,
delivery of the underlying securities or currency whenever it appears
economically advantageous to do so. A clearing corporation associated with the
exchange on which futures on securities or currency are traded guarantees that,
if still open, the sale or purchase will be performed on the settlement date.

Hedging Strategies. Hedging, by use of futures contracts, seeks to
establish with more certainty the effective price, rate of return and currency
exchange rate on portfolio securities and securities that a Fund owns or
proposes to acquire. A Fund may, for example, take a "short" position in the
futures market by selling futures contracts in order to hedge against an
anticipated rise in interest rates or a decline in market prices or foreign
currency rates that would adversely affect the value of the Fund's portfolio
securities. Such futures contracts may include contracts for the future delivery
of securities held by a Fund or securities with characteristics similar to those
of a Fund's portfolio securities. Similarly, Capital Growth Fund and Gold Shares
may sell futures contracts in a foreign currency in which their respective
portfolio securities are denominated or in one currency to hedge against
fluctuations in the value of securities denominated in a different currency if
there is an established historical pattern of correlation between the two
currencies. If, in the opinion of Pioneering Management Corporation ("PMC"),
there is a sufficient degree of correlation between price trends for the Funds'
respective portfolio securities and futures contracts based on other financial
instruments, securities indices or other indices, the Funds may also enter into
such futures contracts as part of their hedging strategies. Although under some
circumstances prices of securities in a Fund's portfolio may be more or less
volatile than prices of such futures contracts, PMC will attempt to estimate the
extent of this volatility difference based on historical patterns and compensate
for any such differential by having that Fund enter into a greater or lesser
number of futures contracts or by attempting to achieve only a partial hedge
against price changes affecting that Fund's portfolio securities. When hedging
of this character is successful, any depreciation in the value of portfolio
securities will be substantially offset by appreciation in the value of the
futures position. On the other hand, any unanticipated appreciation in the value
of a Fund's portfolio securities would be substantially offset by a decline in
the value of the futures position.

On other occasions, the Funds may take a "long" position by purchasing
futures contracts. This may be done, for example, when a Fund anticipates the
subsequent purchase of particular securities when it has the necessary cash, but
expects the prices or currency exchange rates then available in the applicable
market to be less favorable than prices or rates that are currently available.

Options on Futures Contracts. The acquisition of put and call options
on futures contracts will give the Funds the right (but not the obligation) for
a specified price to sell or to purchase, respectively, the underlying futures
contract at any time during the option period. As the purchaser of an option on
a futures contract, a Fund obtains the benefit of the futures position if prices
move in a favorable direction but limits its risk of loss in the event of an
unfavorable price movement to the loss of the premium and transaction costs.

The writing of a call option on a futures contract generates a premium
which may partially offset a decline in the value of a Fund's assets. By writing
a call option, a Fund becomes obligated, in exchange for the premium, to sell a
futures contract (if the option is exercised), which may have a value higher
than the exercise price. Conversely, the writing of a put option on a futures
contract generates a premium which may partially offset an increase in the price
of securities that a Fund intends to purchase. However, such Fund becomes
obligated to purchase a futures contract (if the option is exercised) which may
have a value lower than the exercise price. Thus, the loss incurred by the Funds
in writing options on futures is potentially unlimited and may exceed the amount
of the premium received. The Funds will incur transaction costs in connection
with the writing of options on futures.

The holder or writer of an option on a futures contract may terminate
its position by selling or purchasing an offsetting option on the same series.
There is no guarantee that such closing transactions can be effected. The Funds'
ability to establish and close out positions on such options will be subject to
the development and maintenance of a liquid market.

The Funds may use options on futures contracts for bona fide hedging or
non-hedging purposes as discussed below.

Other Considerations. Capital Growth Fund and Gold Shares will engage
in futures and related options transactions only for bona fide hedging or
non-hedging purposes in accordance with CFTC regulations which permit principals
of an investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act") to engage in such transactions without registering as
commodity pool operators. The Funds are not permitted to engage in speculative
futures trading. The Funds will determine that the price fluctuations in the
futures contracts and options on futures used for hedging purposes are
substantially related to price fluctuations in securities held by the respective
Fund or which the respective Fund expects to purchase. Except as stated below,
the Funds' futures transactions will be entered into for traditional hedging
purposes -- i.e., futures contracts will be sold to protect against a decline in
the price of securities (or the currency in which they are denominated) that the
respective Fund owns, or futures contracts will be purchased to protect the
respective Fund against an increase in the price of securities (or the currency
in which they are denominated) it intends to purchase. As evidence of this
hedging intent, each Fund expects that on 75% or more of the occasions on which
it takes a long futures or option position (involving the purchase of futures
contracts), the Fund will have purchased, or will be in the process of
purchasing, equivalent amounts of related securities or assets denominated in
the related currency in the cash market at the time when the futures or option
position is closed out. However, in particular cases, when it is economically
advantageous for a Fund to do so, a long futures position may be terminated or
an option may expire without the corresponding purchase of securities or other
assets.

As an alternative to literal compliance with the bona fide hedging
definition, a CFTC regulation permits the Funds to elect to comply with a
different test, under which the sum of the amounts of initial margin deposits on
a Fund's existing non-hedging futures contracts and premiums paid for options on
futures entered into for non-hedging purposes (net of the amount the positions
are "in the money") would not exceed 5% of the market value of that Fund's total
assets. The Funds will engage in transactions in futures contracts and related
options only to the extent such transactions are consistent with the
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), for
maintaining their qualifications as regulated investment companies for federal
income tax purposes.

Transaction costs associated with futures contracts and related options
involve brokerage costs, require margin deposits and, in the case of contracts
and options obligating the Funds to purchase securities or currencies, require
the Funds to segregate assets to cover such contracts and options.

While transactions in futures contracts and options on futures may
reduce certain risks, such transactions themselves entail certain other risks.
Thus, while the Funds may benefit from the use of futures and options on
futures, unanticipated changes in interest rates, securities prices or currency
exchange rates may result in a poorer overall performance for the Funds than if
they had not entered into any futures contracts or options transactions. In the
event of an imperfect correlation between a futures position and a portfolio
position which is intended to be protected, the desired protection may not be
obtained and the Funds may be exposed to risk of loss. It is not possible to
hedge fully or perfectly against the effect of currency fluctuations on the
value of foreign securities because currency movements impact the value of
different securities in differing degrees.

Other Policies and Risks

With the exception of Gold Shares, it is the policy of each of the
Funds not to concentrate its investments in securities of companies in any
particular industry. In the opinion of the staff of the Securities and Exchange
Commission (the "Commission"), investments are deemed to be concentrated in a
particular industry if such investments constitute 25% or more of the Fund's
total assets. Gold Shares' concentration in the securities of companies engaged
in the mining, processing or sale of gold and other precious metals presents
risks which are not presented in portfolios which diversify their investments
over many industries. Gold Shares will not concentrate its investment in any
other industry. The 1940 Act provides that the policy of each Fund with respect
to concentration is a fundamental policy.

Gold Shares may invest in the securities of foreign governments, their
agencies and instrumentalities ("foreign government securities") but has no
present intention to invest more than 5% of its total assets in such securities.
Gold Shares will limit its investment in foreign government securities to those
rated at least investment grade, i.e., Baa by Moody's Investor Service, Inc. or
BBB by Standard & Poor's Ratings Group or, if unrated, determined by PMC to be
of comparable quality. See the Appendix for a description of the ratings.
Investment in foreign government securities entails certain risks similar to
those of investing in foreign companies as set forth in the Prospectus and the
additional risk that the foreign government will repudiate its underlying
obligation or alter any favorable tax treatment associated with the obligation.

Investment Restrictions

Fundamental Investment Restrictions. The following list presents the
fundamental investment restrictions applicable to the Funds. These restrictions
cannot be changed for a particular Fund unless a majority of the outstanding
shares (as such vote is defined in Section 2(a)(42) of the 1940 Act) of such
Fund approve the change.

A Fund may not:

(1) borrow money, except from banks to meet redemptions in amounts not
exceeding 33 1/3% (taken at the lower of cost or current value) of its total
assets (including the amount borrowed);

(2) invest in real estate or interests therein, excluding readily
marketable securities of companies that invest in real estate or real estate
investment trusts (as provided in non-fundamental investment restriction no. 1);

(3) invest in commodities or commodity contracts, except interest rate
futures contracts, options on securities, securities indices, currency and other
financial instruments, futures contracts on securities, securities indices,
currency and other financial instruments and options on such futures contracts,
forward foreign currency exchange contracts, forward commitments, securities
index put or call warrants, interest rate swaps, caps and floors and repurchase
agreements entered into in accordance with the Fund's investment policies.

(4) purchase securities of an issuer (other than the U.S. Government,
its agencies or instrumentalities), if such purchase would at the time result in
more than 10% of the outstanding voting securities of such issuer being held by
the Fund.

(5) make loans, provided that (i) the purchase of debt securities
pursuant to a Fund's investment objectives shall not be deemed loans for the
purposes of this restriction; (ii) loans of portfolio securities as described,
from time to time, under "Lending of Portfolio Securities" shall be made only in
accordance with the terms and conditions therein set forth and (iii) in seeking
a return on temporarily available cash a Fund may engage in repurchase
transactions as described in the Prospectus;

(6) issue senior securities, except as permitted by restrictions nos.
1, 3 and 5 above, and, for purposes of this restriction, the issuance of shares
of beneficial interest in multiple classes or series, the purchase or sale of
options, futures contracts and options on futures contracts, forward
commitments, forward foreign exchange contracts and repurchase agreements
entered into in accordance with the Fund's investment policies, and the pledge,
mortgage or hypothecation of the Fund's assets within the meaning of fundamental
restriction no. 8 below are not deemed to be senior securities.

(7) act as an underwriter, except as it may be deemed to be an
underwriter in a sale of restricted securities; or

(8) guarantee the securities of any other company, or mortgage, pledge,
hypothecate, assign or otherwise encumber as security for indebtedness its
securities or receivables in an amount exceeding the amount of the borrowing
secured thereby.

As long as the Funds are registered in the Federal Republic of Germany,
Austria or Switzerland, no Fund may without the prior approval of its
shareholders:

(i) invest in the securities of any other domestic or foreign
investment company or investment fund, except in connection with a plan of
merger or consolidation with or acquisition of substantially all the assets of
such other investment company or investment fund;

(ii) purchase or sell real estate, or any interest therein, and real
estate mortgage loans, except that a Fund may invest in securities of corporate
or governmental entities secured by real estate or marketable interests therein
or securities issued by companies (other than real estate limited partnerships,
real estate investment trusts and real estate funds) that invest in real estate
or interests therein;

(iii) borrow money in amounts exceeding 10% of a Fund's total assets
(including the amount borrowed) taken at market value;

(iv) pledge, mortgage or hypothecate its assets in amounts exceeding
10% of a Fund's total assets taken at market value;

(v) purchase securities on margin or make short sales; or

(vi) redeem its securities in-kind.

Further, as long as the Funds are registered in Switzerland, no Fund
may without the prior approval of its shareholders:

(a) purchase gold or silver bullion, coins or other precious metals or
purchase or sell futures contracts or options on any such precious metals;

(b) invest more than 10% of its total assets in the securities of any
one issuer; provided, however, that this restriction does not apply to cash
items and U.S. Government securities;

(c) write (sell) uncovered calls or puts or any combination thereof or
purchase, in an amount exceeding 5% of its assets, calls, puts, straddles,
spreads or any combination thereof; or

(d) invest more than 5% of its total assets in financial instruments
that are used for non-hedging purposes and which have a leverage effect.

Non-fundamental Investment Restrictions. The following restrictions
have been designated as non-fundamental and may be changed by a vote of the
Trust's Board of Trustees without approval of shareholders.

A Fund may not:

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

(2) purchase or retain the securities of any company if officers of the
Trust or Trustees of the Trust, or officers and directors of its adviser or
principal underwriter, individually own more than one-half of 1% of the
securities of such company or collectively own more than 5% of the securities of
such company; or

(3) invest in any security, including any repurchase agreement maturing
in more than seven days, which is illiquid, if more than 15% of the total assets
of the Fund, taken at market value, would be invested in such securities.

In addition to the foregoing restrictions, at least 75% of the value of
each Fund's total assets must be represented by cash and cash items, government
securities, securities of other investment companies, and other securities for
the purpose of this calculation limited in respect of any one issuer to an
amount not greater in value than 5% of the value of the total assets of a Fund
and to not more than 10% of the outstanding voting securities of such issuer.

In order to register its shares in certain jurisdictions, the Trust has
agreed to adopt certain additional investment restrictions, which are
non-fundamental and which may be changed by a vote of the Trust's Board of
Trustees. Pursuant to these additional investment restrictions, a Fund may not
(i) invest more than 2% of its assets in warrants, valued at the lower of cost
or market, provided that it may invest up to 5% of its total assets, as so
valued, in warrants listed on the New York or American Stock Exchanges, (ii)
invest in interests in oil, gas or other mineral exploration or development
leases or programs, (iii) purchase the securities of any enterprise which has a
business history of less than three years, including the operation of any
predecessor business to which it has succeeded, or (iv) invest in real estate
investment trusts or real estate limited partnerships. None of the Funds intends
to borrow money during the coming year, and in any case would do so only as a
temporary measure for extraordinary purposes or to facilitate redemptions.

2. MANAGEMENT OF THE FUNDS

The Trust's Board of Trustees provides broad supervision over the
affairs of each Fund and the Trust. The executive officers of the Trust are
responsible for each Fund's operations, which are managed by PMC. The Trustees
and executive officers of the Trust are listed below, together with their
principal occupations during the past five years. An asterisk indicates those
Trustees who are "interested persons" of the Trust within the meaning of the
1940 Act.

JOHN F. COGAN, JR.*, President and Director of The Pioneer Group,
Chairman of the Board, Inc. ("PGI"); Chairman and Director of PMC;
President and Trustee Chairman of the Board and Chief Executive
Officer of Pioneer Winthrop Advisers ("PWA")
since 1993; Chairman of the Board of Pioneer
Funds Distributor, Inc. ("PFD"); Director of
Pioneering Services Corporation ("PSC") and
Pioneer Capital Corporation ("PCC");
President and Director of Pioneer Plans
Corporation ("PPC"), Pioneer Investment Corp.
("PIC"), Pioneer International Corp.
("PIntl"), and Pioneer Metals & Technology,
Inc. ("PMT"); Chairman of the Board,
President and Director of Teberebie
Goldfields Limited ("PGL"); Chairman of the
Supervisory Board of Pioneer Fonds Marketing
GmbH; Chairman and President of the Pioneer
mutual funds and Chairman and Partner, Hale
and Dorr (counsel to the Fund).

RICHARD H. EGDAHL, M.D., Professor of Management, Boston
Trustee University School of Management (since 1988);
53 Bay State Road Professor of Public Health, Boston University
Boston, Massachusetts School of Public Health; Professor of
Surgery, Boston University School of Medicine
and Boston University Health Policy
Institute; Director, Boston University
Medical Center;

<PAGE>

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

MARGARET B.W. GRAHAM, Manager of Research Operations,
Trustee Xerox Palo Alto Research Center,
The Keep since September 1991; Professor of
P.O. Box 110 Operations Management and Management
Little Deer Isle, Maine of Technology, Boston University
School of Management ("BUSM"), since 1989;
Associate Dean, BUSM, 1988 to 1990 and;
previously, Associate Professor, Department
of Operations Management, BUSM and Trustee of
all the Pioneer mutual funds, except Pioneer
Variable Contracts Trust.

JOHN W. KENDRICK, Professor Emeritus of Economics and Adjunct
Trustee Scholar, George Washington
6363 Waterway Drive University; Economic Consultant and
Falls Church, Virginia Director, American Productivity and Quality
Center, American Enterprise Institute and
Trustee of all the Pioneer mutual funds,
except Pioneer Variable Contracts Trust.

MARGUERITE A. PIRET, President, Newbury, Piret & Company,
Trustee Inc. (a merchant banking firm);
One Boston Place, Trustee of all the Pioneer mutual funds.
Suite 2635
Boston, Massachusetts.

DAVID D. TRIPPLE*, Executive Vice President and
Trustee and Executive Director of PGI and PWA (since
Vice President 1993); Director of PFD, since 1989; Director
of PCC, PIC, PIntl and Pioneer SBIC
Corporation; President, Director, President;
Chief Investment Officer of PMC (since 1993)
and Trustee of all the Pioneer mutual funds.

<PAGE>

STEPHEN K. WEST Partner, Sullivan & Cromwell (a law
Trustee firm); Trustee, The Winthrop Focus
125 Broad Street Funds (mutual funds) and Trustee of all
New York, New York the Pioneer mutual funds.

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

WILLIAM H. KEOUGH, Senior Vice President, Chief Financial
Treasurer Officer and Treasurer of PGI; Treasurer of
PFD, PMC, PSC, PCC, PIC, PIntl, PMT, PGL, PWA
and Pioneer SBIC Corporation; Treasurer and
Director of PPC and Treasurer of all the
Pioneer mutual funds.

JOSEPH P. BARRI, Secretary of PGI, PMC PPC, PIC, PIntl,
Secretary PMT, PWA and PCC; Clerk of PFD and PSC;
Partner, Hale and Dorr (counsel to the Trust)
and Secretary of all the Pioneer mutual
funds.

JOHN A. CAREY, Vice President of PMC.
Vice President of Pioneer
Equity-Income Fund

WARREN J. ISABELLE, Vice President of PMC.
Vice President of Pioneer
Capital Growth Fund

ERIC W. RECKARD, Manager of Fund Accounting and
Assistant Treasurer Compliance of PMC since 1994; Manager of
Auditing and Business Analysis of PGI (until
1994) and Assistant Treasurer of all the
Pioneer mutual funds.

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

Each of the above (except Messrs. Carey (except that Mr. Carey is also
an officer of Pioneer Fund) and Isabelle) is also an officer and/or Trustee or
Director of the Pioneer mutual funds listed below. The Trust's Amended and
Restated Declaration of Trust (the "Declaration of Trust") provides that the
holders of two-thirds of its outstanding shares may vote to remove a Trustee of
the Trust at any special meeting of shareholders. See "Description of Shares"
below. The business address of all officers is 60 State Street, Boston,
Massachusetts 02109.

As of the date of this SAI, all of the outstanding capital stock of
PFD, PMC and PSC is owned by PGI, a publicly-owned Delaware corporation. The
table below lists all the Pioneer Funds currently offered to the public and the
investment adviser and principal underwriter for each fund.

Investment Principal
Fund Name Adviser Underwriter

Pioneer Fund PMC PFD
Pioneer II PMC PFD
Pioneer Three PMC PFD
Pioneer Growth Shares PMC PFD
Pioneer Capital Growth Fund PMC PFD
Pioneer Equity-Income Fund PMC PFD
Pioneer Gold Shares PMC PFD

Pioneer Real Estate Shares PMC PFD

Europe Fund PMC PFD
Pioneer International Growth Fund PMC PFD
Pioneer Emerging Markets Fund PMC PFD

Pioneer India Fund * PFD

Pioneer Bond Fund PMC PFD
Pioneer America Income Trust PMC PFD
Pioneer Short-Term Income Trust PMC PFD
Pioneer Income Fund PMC PFD
Pioneer Tax-Free Income Fund PMC PFD
Pioneer Intermediate Tax-Free Fund PMC PFD
Pioneer California Double Tax-Free Fund PMC PFD
Pioneer New York Triple Tax-Free Fund PMC PFD
Pioneer Massachusetts Double Tax-Free
Fund PMC PFD
Pioneer Cash Reserves Fund PMC PFD
Pioneer U.S. Government Money Fund PMC PFD
Pioneer Tax-Free Money Fund PMC PFD

Pioneer Interest Shares, Inc. PMC **
Pioneer Variable Contracts Trust PMC ***

* ITI Pioneer AMC Ltd. manages the Fund's investments in India, and PMC
manages all of the Fund's other nvestments.

** This fund is a closed-end fund.

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

To the knowledge of the Trust, no officer or trustee of the Trust owned
5% or more of the issued and outstanding shares of PGI on the date of this
Statement of Additional Information, except Mr. Cogan who then owned
approximately 15% of such shares. At January 31, 1995, the trustees and officers
of the Trust beneficially owned, in the aggregate, less than 1% of the
outstanding shares of each Fund. As of January 31, 1995, Merrill Lynch owned
approximately 9.57% (472,023) of the outstanding Class B shares of Capital
Growth Fund; and Kenneth Hill, Trustee of Starline Builders, Lambert H. Mott,
PGI Rollover IRA Custodian for Ronald P. Silvi and Merrill Lyncy owned
approximately 8.12% (13,418), 7.70% (12,723), 5.59% (9,244) and 5.02% (8,305),
respectively, of the Class B shares of Gold Shares.

Compensation of Officers and Trustees

The Trust pays no salaries or compensation to any of its officers. The
Trust pays an annual trustees' fee of $2,000 plus $200 per meeting attended to
each Trustee who is not affiliated with PMC, PFD or PGI and pays an annual
trustees' fee of $500 plus expenses to each Trustee affiliated with PMC, PFD or
PGI. Any such fees and expenses paid to affiliates or interested persons of PMC,
PFD or PGI are reimbursed to the Trust under its Management Contract.

The following table sets forth certain information with respect to the
compensation of each Trustee of the Trust:

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

John F. Cogan, Jr. $ 500 $0 $ 9,000
Richard H. Egdahl, M.D. 3,000 0 $55,650
Margaret B.W. Graham 3,000 0 $55,650
John W. Kendrick 3,000 0 $55,650
Marguerite A. Piret 3,750 0 $66,650
David D. Tripple 500 0 $ 9,000
Stephen K. West 3,500 0 $63,650
John Winthrop 3,500 0 $63,650

* As of Trust's fiscal year end.
** As of December 31, 1994 (calendar year end for all Pioneer Funds).

3. INVESTMENT ADVISER

The Trust, with respect to each Fund, has contracted with PMC, 60 State
Street, Boston, Massachusetts, to act as investment adviser. A description of
the services provided to each Fund under its respective management contract and
the expenses paid by the Fund under such contract is set forth in each
Prospectus under the caption "Management of the Fund."

The term of each management contract is one year and is renewable
annually by the vote of a majority of the Board of Trustees of the Trust
(including a majority of the Board of Trustees who are not parties to the
contract or interested persons of any such parties). The vote must be cast in
person at a meeting called for the purpose of voting on such renewal. This
contract terminates if assigned and may be terminated without penalty by either
party upon sixty days' written notice by vote of its Board of Directors or
Trustees or a majority of its outstanding voting securities. Pursuant to each
management contract, PMC will not be liable for any error of judgment or mistake
of law or for any loss sustained by reason of the adoption of any investment
policy or the purchase, sale or retention of any securities on the
recommendation of PMC. PMC, however, is not protected against liability by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under the respective management contract.

As compensation for its management services and expenses incurred, PMC
is entitled to a management fee from each Fund at the rate of 0.65% per annum of
a 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 any excess over $1 billion.
The fee is normally computed and accrued daily and paid monthly.

PMC has agreed not to impose any management fees and make other
arrangements, if necessary, to limit expenses for Gold Shares' Class A shares,
to not more than 1.75% of such Class's average net assets. The management fee
attributable to Gold Shares' Class B shares will not be imposed to the same
extent that it is not imposed for Class A shares. This agreement is temporary
and voluntary and may be terminated at any time by PMC. PMC's expense limitation
agreement was effective with respect to Gold Shares' Class A shares, during the
fiscal year ended October 31, 1994. PMC's agreements to limit expenses with
respect to Capital Growth Fund and Equity-Income Fund terminated in 1992 and
1993, respectively. See "Expense Information" in Gold Shares' Prospectus.

During the fiscal years ended October 31, 1994, October 31 1993 and
October 31, 1992, PMC earned management fees for the Funds, respectively, as
follows: Capital Growth Fund, $1,805,402, $914,765 and $307,117; Equity- Income
Fund, $1,060,828, $589,465 and $130,434; Gold Shares, $140,960, $45,510 and
$15,278.

During the fiscal years ended October 31, 1994, October 31, 1993 and
October 31, 1992, the expense limitations described above resulted in a
reduction of the total management fees payable by the Funds, as follows:

Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended
October 31, 1994 October 31, 1993 October 31, 1992
---------------- ---------------- ----------------

Capital Growth
Fund --- --- ---

Equity-Income
Fund --- --- $8,848

Gold Shares $83,070 $45,510 $15,278

4. UNDERWRITING AGREEMENT AND DISTRIBUTION PLANS

The Trust, on behalf of each Fund, entered into an Underwriting
Agreement with PFD. The Underwriting Agreement will continue from year to year
if annually approved by the Trustees. The Underwriting Agreement provides that
PFD will bear expenses for the distribution of the Trust's shares, except for
expenses incurred by PFD for which it is reimbursed by the Trust under the Plan.
PFD bears all expenses it incurs in providing services under the Underwriting
Agreement. Such expenses include compensation to its employees and
representatives and to securities dealers for distribution related services
performed for the Trust. PFD also pays certain expenses in connection with the
distribution of the Trust's shares, including the cost of preparing, printing
and distributing advertising or promotional materials, and the cost of printing
and distributing prospectuses and supplements to prospective shareholders. The
Trust bears the cost of registering its shares under federal and state
securities law and the laws of certain foreign countries. The Trust and PFD have
agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. Under the Underwriting
Agreement, PFD will use its best efforts in rendering services to the Trust.

The Trust, on behalf of each Fund, has adopted a plan of distribution
pursuant to Rule 12b-1 under the 1940 Act with respect to Class A shares (the
"Class A Plan") and a plan of distribution with respect to Class B shares (the
"Class B Plan") (together, the "Plans").

Class A Plan

Pursuant to the Class A Plan a Fund may reimburse PFD for its
expenditures in financing any activity primarily intended to result in the sale
of Fund shares. Certain categories of such expenditures have been approved by
the Board of Trustees and are set forth in each Prospectus. See "Distribution
Plans" in each Prospectus. The expenses of each Fund pursuant to the Class A
Plan are accrued on a fiscal year basis and may not exceed, with respect to
Class A shares, the annual rate of .25% of a Fund's average annual net assets
attributable to Class A.

Class B Plan

The Class B Plan provides that the Fund shall pay PFD, as the Fund's
distributor for its Class B shares, a daily distribution fee equal on an annual
basis to 0.75% of the Fund's average daily net assets attributable to Class B
shares and will pay PFD a service fee equal to 0.25% of the Fund's average daily
net assets attributable to Class B shares (which PFD will in turn pay to
securities dealers which enter into a sales agreement with PFD at a rate of up
to 0.25% of the Fund's average daily net assets attributable to Class B shares
owned by investors for whom that securities dealer is the holder or dealer of
record). This service fee is intended to be in consideration of personal
services and/or account maintenance services rendered by the dealer with respect
to Class B shares. PFD will advance to dealers the first-year service fee at a
rate equal to 0.25% of the amount invested. As compensation therefor, 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 thirteenth month following
purchase. Dealers may from time to time be required to meet certain other
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.

The purpose of distribution payments to PFD under the Class B Plan is
to compensate PFD for its distribution services to the Fund. PFD pays
commissions to dealers as well as expenses of printing prospectuses and reports
used for sales purposes, expenses with respect to the preparation and printing
of sales literature and other distribution-related expenses, including, without
limitation, the cost necessary to provide distribution- related services, or
personnel, travel office expenses and equipment. The Class B Plan also provides
that PFD will receive all contingent deferred sales charges ("CDSCs")
attributable to Class B shares.

(See "Distributions Plans" in the Prospectus.)

General

In accordance with the terms of the Plans, PFD provides to the Trust
for review by the Trustees a quarterly written report of the amounts expended
under the respective Plan and the purpose for which such expenditures were made.
In the Trustees' quarterly review of the Plans, they will consider the continued
appropriateness and the level of reimbursement or compensation the Plans
provide.

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

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

During the fiscal year ended October 31, 1994, each Fund incurred total
distribution fees pursuant to the Fund's Class A Plan and Class B Plan,
respectively, as follows: Capital Growth Fund, $664,440 and $89,246;
Equity-Income Fund, $366,702 and $33,438; and Gold Shares, $46,891 and $2,239.
Distribution fees were paid by each Fund to PFD in reimbursement of expenses
related to servicing of shareholder accounts and to compensating dealers and
sales personnel.

5. SHAREHOLDER SERVICING/TRANSFER AGENT

The Trust, on behalf of the Funds, has contracted with PSC, 60 State
Street, Boston, Massachusetts, to act as shareholder servicing and transfer
agent for the Trust. This contract terminates if assigned and may be terminated
without penalty by either party upon ninety days' written notice by vote of its
Board of Directors or Trustees or a majority of its outstanding voting
securities.

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

PSC receives an annual fee of $22.00 per each Class A and Class B
shareholder account from each Fund as compensation for the services described
above. PSC is also reimbursed by each Fund for its cash out-of-pocket
expenditures. The annual fee is set at an amount determined by vote of a
majority of the Trustees (including a majority of the Trustees who are not
parties to the contract with PSC or interested persons of any such parties) to
be comparable to fees for such services being paid by other investment
companies.

6. CUSTODIAN

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

7. PRINCIPAL UNDERWRITER

PFD serves as the principal underwriter for the Trust in connection
with the continuous offering of the Class A and Class B shares of each Fund.
During the fiscal years ended October 31, 1994, October 31, 1993 and October 31,
1992, net underwriting commissions paid to PFD in connection with the offering
of Class A shares of the Trust were, respectively, approximately $710,655,
$399,113 and $150,318 for Capital Growth Fund; $314,836, $405,311 and $88,188
for Equity-Income Fund; and $68,180, $39,614 and $5,243 for Gold Shares.
Commissions reallowed to dealers during the same periods were approximately
$5,774,128, $2,969,000 and $1,547,578 for Capital Growth Fund; $2,401,554.39,
$3,374,000 and $893,650 for Equity-Income Fund; and $460,376, $267,000 and
$61,369 for Gold Shares.

The Trust will not generally issue Trust shares for consideration other
than cash. At the Trust's sole discretion, however, it may issue Trust shares
for consideration other than cash in connection with a bona fide reorganization,
statutory merger, or other acquisition of portfolio securities (other than
0municipal debt securities issued by state political subdivisions or their
agencies or instrumentalities) provided (i) the securities meet the investment
objectives and policies of the Trust; (ii) the securities are acquired by the
Trust for investment and not for resale; (iii) the securities are not restricted
as to transfer either by law or liquidity of market; and (iv) the securities
have a value which is readily ascertainable (and not established only by
evaluation procedures) as evidenced by a listing on the American Stock Exchange
or the New York Stock Exchange or the NASDAQ National Market.

<PAGE>

8. INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP (formerly, Arthur Andersen & Co.) are the Trust's
independent public accountants, providing audit services, tax return review, and
assistance and consultation with respect to the preparation of filings with the
Commission.

9. PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed
on behalf of each Fund by PMC pursuant to authority contained in the Fund's
management contract. In selecting brokers or dealers, PMC will consider various
relevant factors, including, but not limited to, the size and type of the
transaction; the nature and character of the markets for the security to be
purchased or sold; the execution efficiency, settlement capability, and
financial condition of the dealer; the dealer's execution services rendered on a
continuing basis; and the reasonableness of any dealer spreads.

PMC may select broker-dealers which provide brokerage and/or research
services to the Funds and/or other investment companies managed by PMC. In
addition, if PMC determines in good faith that the amount of commissions charged
by a broker-dealer is reasonable in relation to the value of the brokerage and
research services provided by such broker, a Fund may pay commissions to such
broker-dealer in an amount greater than the amount another firm may charge. Such
services may include advice concerning the value of securities; the advisability
of investing in, purchasing or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses and
reports concerning issuers, industries, securities, economic factors and trends,
portfolio strategy and performance of accounts; and effecting securities
transactions and performing functions incidental thereto (such as clearance and
settlement). PMC maintains a listing of broker-dealers who provide such services
on a regular basis. However, because it is anticipated that many transactions on
behalf of the Funds and other investment companies managed by PMC are placed
with broker-dealers (including broker-dealers on the listing) without regard to
the furnishing of such services, it is not possible to estimate the proportion
of such transactions directed to such dealers solely because such services were
provided.

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

In circumstances where two or more broker-dealers offer comparable
prices and executions, preference may be given to a broker-dealer which has sold
shares of the Fund as well as shares of other investment companies or accounts
managed by PMC. This policy does not imply a commitment to execute all portfolio
transactions through all broker-dealers that sell shares of the Fund.

The Trustees periodically review PMC's performance of its
responsibilities in connection with the placement of portfolio transactions on
behalf of the Trust.

In addition to the Trust, PMC acts as investment adviser or subadviser
to other Pioneer Funds and certain private accounts with investment objectives
similar to those of the Funds. Securities frequently meet the investment
objectives of the Funds, such other funds and such private accounts. In such
cases, the decision to recommend a purchase to one fund or account rather than
another is based on a number of factors. The determining factors in most cases
are the amount of securities of the issuer then outstanding, the value of those
securities and the market for them. Other factors considered in the investment
recommendations include other investments which each fund or account presently
has in a particular industry and the availability of investment funds in each
fund or account.

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

During the fiscal years ended October 31, 1994, October 31, 1993 and
October 31, 1992, each Fund paid aggregate brokerage and underwriting
commissions, respectively, as follows: Capital Growth Fund, $1,371,516,
$1,886,025 and $672,782; Equity-Income Fund, $208,839.20, $418,512 and $90,617;
and Gold Shares, $75,307.93, $40,020 and $9,834.

10. TAX STATUS AND DIVIDENDS

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

In order to qualify under Subchapter M, a Fund must, among other
things, derive at least 90% of its gross income for each taxable year from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of stock, securities or foreign currencies, or other
income (including gains from options, futures or forward contracts) derived with
respect to its business of investing in such stock, securities or currencies
(the "90% income test"), limit its gains from the sale of stock, securities and
certain other investments held for less than three months to less than 30% of
its annual gross income (the "30% test") and satisfy certain diversification and
income distribution requirements. Any gain realized by Gold Shares' upon the
sale of investments in gold or silver bullion, coins or other precious metals
does not constitute income satisfying the 90% income test, and such investments
are not considered diversified securities for purposes of the diversification
requirements. Gold Shares will monitor such investments to ensure compliance
with these tests.

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

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

Foreign exchange gains and losses realized by a Fund in connection with
certain transactions involving foreign currency-denominated debt securities,
certain options and futures contracts relating to foreign currency, forward
foreign currency contracts, foreign currencies, or payables or receivables
denominated in a foreign currency are subject to Section 988 of the Code, which
generally causes such gains and losses to be treated as ordinary income and
losses and may affect the amount, timing and character of distributions to
shareholders. Any such transactions that are not directly related to the Fund's
investment in stock or securities may increase the amount of gain it is deemed
to recognize from the sale of certain investments held for less than 3 months
for purposes of the 30% test, and may under future Treasury regulations produce
income not among the types of "qualifying income" for purposes of the 90% income
test. If the net foreign exchange loss for a year were to exceed the Fund's
investment company taxable income (computed without regard to such loss) the
resulting overall ordinary loss for such year would not be deductible by the
Fund or its shareholders in future years.

If a Fund acquires stock in certain non-U.S. corporations that receive
at least 75% of their annual gross income from passive sources (such as
interest, dividends, rents, royalties or capital gain) or hold at least 50% of
their assets in investments producing such passive income ("passive foreign
investment companies"), the Fund could be subject to Federal income tax and
additional interest charges on "excess distributions" received from such
companies or gain from the sale of stock in such companies, even if all income
or gain actually received by the Fund is timely distributed to its shareholders.
The Fund would not be able to pass through to its shareholders any credit or
deduction for such a tax. Certain elections may, if available, ameliorate these
adverse tax consequences but any such election would require a Fund to recognize
taxable income or gain without the concurrent receipt of cash. Each Fund may
limit and/or manage its holdings in passive foreign investment companies to
minimize its tax liability or maximize its return from these investments.

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

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

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

For federal income tax purposes, a Fund is permitted to carry forward a
net capital loss in any year to offset net capital gains, if any, during the
eight years following the year of the loss. To the extent subsequent net capital
gains are offset by such losses, they would not result in federal income tax
liability to such Fund and are not expected to be distributed as such to
shareholders. On October 31, 1994, Gold Shares had capital loss carryforwards of
$69,987 which will expire in 2001.

Options written or purchased and futures contracts entered into by a
Fund on certain securities, securities indices and foreign currencies, as well
as certain foreign currency forward contracts, may cause the Fund to recognize
gains or losses from marking-to-market at the end of its taxable year even
though such options may not have lapsed, been closed out, or exercised or such
futures or forward contracts may not have been closed out or disposed of and may
affect the characterization as long-term or short-term of some capital gains and
losses realized by the Fund. Certain options, futures and forward contracts on
foreign currency may be subject to Section 988, described above, and accordingly
produce ordinary income or loss. Losses on certain options, futures or forward
contracts and/or offsetting positions (portfolio securities or other positions
with respect to which a Fund's risk of loss is substantially diminished by one
or more options, futures or forward contracts) may also be deferred under the
tax straddle rules of the Code, which may also affect the characterization of
capital gains or losses from straddle positions and certain successor positions
as long-term or short-term. The tax rules applicable to options, futures,
forward contracts and straddles may affect the amount, timing and character of a
Fund's income and loss and hence of its distributions to shareholders. Certain
tax elections may be available that would enable a Fund to ameliorate some
adverse effects of the tax rules described in this paragraph.

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

Capital Growth Fund and Gold Shares may be subject to withholding and
other taxes imposed by foreign countries with respect to investments in those
countries. Tax conventions between certain countries and the U.S. may reduce or
eliminate such taxes. Capital Growth Fund does not expect to satisfy the
requirements for passing through to shareholders their pro rata shares of
foreign taxes paid by such Fund, with the result that its shareholders will not
include such taxes in their gross incomes and will not be entitled to a tax
deduction or credit for such taxes on their own tax returns. As described in its
Prospectus, Gold Shares may satisfy such requirements and, if it does, may pass
through to its shareholders their pro rata shares of the qualified foreign taxes
it pays, in which case such shareholders would be required to include such taxes
in their gross incomes (in addition to dividends actually received) and may be
entitled to a tax deduction or credit for their shares of such taxes, subject to
certain limitations under the Code.

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

Each Fund is not subject to Massachusetts corporation franchise or
excise taxes and, provided that it qualifies as a regulated investment company
under the Code, also will not be required to pay any Massachusetts income tax.

Federal law requires that each Fund withhold (as "backup withholding")
31% of reportable payments, including dividends, capital gain dividends, and the
proceeds of redemptions (including exchanges) and repurchases, to shareholders
who have not complied with IRS regulations. In order to avoid this withholding
requirement, shareholders must certify on their Account Applications, or on
separate W-9 Forms, that their Social Security or other Taxpayer Identification
Number is correct and that they are not currently subject to backup withholding,
or that they are exempt from backup withholding. A Fund may nevertheless be
required to withhold if it receives notice from the IRS or a broker that the
number provided is incorrect or backup withholding is applicable as a result of
previous underreporting of interest or dividend income.

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

11. DESCRIPTION OF SHARES

The Trust's Declaration of Trust permits the Board of Trustees to
authorize the issuance of an unlimited number of full and fractional shares of
beneficial interest which may be divided into such separate series as the
Trustees may establish. In addition to the three Funds, the Trustees may
establish additional series of shares, and may divide or combine the shares into
a greater or lesser number of shares without thereby changing the proportionate
beneficial interests in the Trust. The Declaration of Trust further authorizes
the Trustees to classify or reclassify any series of the shares into one or more
classes. Pursuant thereto, the Trustees have authorized the issuance of two
classes of shares of each of the Trust's three Funds, Class A shares and Class B
shares. Each share of a class of a Fund represents an equal proportionate
interest in the assets of that Fund allocable to that class. Upon liquidation of
the Trust, shareholders of each class of a Fund are entitled to share pro rata
in that Fund's net assets allocable to such class available for distribution to
shareholders. The Trust reserves the right to create and issue additional series
or classes of shares, in which case the shares of each class of a series would
participate equally in the earnings, dividends and assets allocable to that
class of the particular series.

The shares of each Fund are entitled to vote separately to approve
investment advisory agreements or changes in investment restrictions, but
shareholders of all series vote together in the election and selection of
Trustees and accountants. Shares of all Funds vote together as a class on
matters that affect all of the Funds in substantially the same manner. As to
matters affecting a single Fund or class, shares of such Fund or class will vote
separately.

Although Trustees are not elected annually by the shareholders,
shareholders have, under certain circumstances, the right to remove one or more
Trustees. The Trust's Declaration of Trust provides that the holders of
two-thirds of its outstanding shares may vote to remove a Trustee at any special
meeting of shareholders. Special meetings of the shareholders of the Trust shall
be called by the Trustees upon the written request of shareholders owning at
least one-tenth of the outstanding shares. Whenever ten or more shareholders,
meeting the qualifications set forth in Section 16(c) of the 1940 Act, seek the
opportunity of furnishing materials to the other shareholders with a view to
obtaining signatures on such a request for a meeting, the Trustees shall comply
with the provisions of Section 16(c) with respect to providing such shareholders
access to the list of the shareholders of record of the Trust or the mailing of
such materials to such shareholders of record. No amendment that adversely
affects the rights of Shareholders may be made to the Trust's Declaration of
Trust without the affirmative vote of a majority of its shares. Shares have no
preemptive or conversion rights. Shares are fully paid and non-assessable by the
Trust, except as stated below. See "Certain Liabilities."

12. CERTAIN LIABILITIES

As a Massachusetts business trust, the Trust's operations are governed
by its Declaration of Trust dated December 7, 1993, a copy of which is on file
with the office of the Secretary of State of The Commonwealth of Massachusetts.
Theoretically, shareholders of a Massachusetts business trust may, under certain
circumstances, be held personally liable for the obligations of the trust.
However, the Declaration of Trust contains an express disclaimer of shareholder
liability for acts or obligations of the Trust or any series of the Trust and
provides that notice of such disclaimer may be given in each agreement,
obligation or instrument entered into or executed by the Trust or its Trustees.
Moreover, the Declaration of Trust provides for the indemnification out of Trust
property of any shareholders held personally liable for any obligations of the
Trust or any series of the Trust. The Declaration of Trust also provides that
the Trust shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the Trust and satisfy any judgment
thereon. Thus, the risk of a shareholder incurring financial loss beyond his or
her investment because of shareholder liability would be limited to
circumstances in which the Trust itself will be unable to meet its obligations.
In light of the nature of the Trust's business and the nature and amount of its
assets, the possibility of the Trust's liabilities exceeding its assets, and
therefore a shareholder's risk of personal liability, is remote.

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

13. LETTER OF INTENTION

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

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

14. SYSTEMATIC WITHDRAWAL PLAN

The Systematic Withdrawal Plan ("SWP") is designed to provide a
convenient method of receiving fixed payments at regular intervals from Class A
shares of any Fund deposited by the applicant under this SWP. The applicant must
deposit or purchase for deposit with PSC shares of a Fund having a total value
of not less than $10,000. Periodic checks of $50 or more will be deposited
monthly or quarterly directly into a bank account designated by the applicant or
will be sent by check to the applicant, or any person designated by him monthly
or quarterly. Withdrawals from Class B share accounts are limited to 10% of the
value of the account at the time the SWP is implemented.

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

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

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

15. DETERMINATION OF NET ASSET VALUE

The net asset value per share of each class of each Fund is determined
as of the close of regular trading on the New York Stock Exchange (the
"Exchange") (currently 4:00 p.m., Eastern Time) on each day on which the
Exchange is open for trading. As of the date of this Statement of Additional
Information, the Exchange is open for trading every weekday except for the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset
value per share of each class of each Fund is also determined on any other day
in which the level of trading in its portfolio securities is sufficiently high
that the current net asset value per share might be materially affected by
changes in the value of its portfolio securities. A Fund is not required to
determine its net asset value per share on any day in which no purchase orders
for the shares of the Fund become effective and no shares are tendered for
redemption.

The net asset value per share of each class of each Fund is computed by
taking the value of all of the Fund's assets attributable to a class, less the
Fund's liabilities attributable to a class, and dividing it by the number of
outstanding shares of the class. For purposes of determining net asset value,
expenses of the classes of a Fund are accrued daily.

Securities that have not traded on the date of valuation or securities
for which sales prices are not generally reported are valued at the mean between
the last bid and asked prices. Securities for which no market quotations are
readily available (excluding those whose trading has been suspended) will be
valued at fair value as determined in good faith by the Board of Trustees,
although the actual computations may be made by persons acting pursuant to the
direction of the Board of Trustees.

Each Fund's maximum offering price per Class A share is determined by
adding the maximum sales charge to the net asset value per Class A share. Class
B shares are offered at net asset value without the imposition of an initial
sales charge.

16. INVESTMENT RESULTS

Quotations, Comparisons, and General Information

From time to time, in advertisements, in sales literature, or in
reports to shareholders, the past performance of each Fund may be illustrated
and/or compared with that of other mutual funds with similar investment
objectives, and to stock or other relevant indices. For example, total return of
a Fund's classes may be compared to rankings prepared by Lipper Analytical
Services, Inc., a widely recognized independent service which monitors mutual
fund performance; the Standard & Poor's 500 Stock Index ("S&P 500"), an index of
unmanaged groups of common stock; the Dow Jones Industrial Average, a recognized
unmanaged index of common stocks of 30 industrial companies listed on the New
York Stock Exchange; or The Frank Russell Indexes ("Russell 1000," "2000,"
"2500," "3000,") or the Wilshire Total Market Value Index ("Wilshire 5000"), two
recognized unmanaged indexes of broad based common stocks.

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

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

In addition to any of the foregoing performance listings and rankings,
performance of Gold Shares' classes may be measured against such indices as the
London Gold Prices, the Toronto Gold Index, the Australian Gold Index and the
Financial Times Gold Mining Shares Index. Gold Shares may also present
historical information on the production and usage of gold. See Appendix A.

The Funds may also present, from time to time, historical information
depicting the value of a hypothetical account in one or more classes of a Fund
since such Fund's inception.

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

One of the primary methods used to measure the performance of a class
of a Fund is "total return." "Total return" will normally represent the
percentage change in value of an account, or of a hypothetical investment in a
class of such Fund, over any period up to the lifetime of that class of such
Fund. Total return calculations will usually assume the reinvestment of all
dividends and capital gains distributions and will be expressed as a percentage
increase or decrease from an initial value, for the entire period or for one or
more specified periods within the entire period. Total return percentages for
periods of less than one year will usually be annualized; total return
percentages for periods longer than one year will usually be accompanied by
total return percentages for each year within the period and/or by the average
annual compounded total return for the period. The income and capital components
of a given return may be separated and portrayed in a variety of ways in order
to illustrate their relative significance. Performance may also be portrayed in
terms of cash or investment values, without percentages. Past performance cannot
guarantee any particular future result.

Each of the Funds' average annual total return quotations for each of
its classes as that information may appear in each Fund's Prospectus, this
Statement of Additional Information or in advertising are calculated by standard
methods prescribed by the Securities and Exchange Commission.

Standardized Average Annual Total Return Quotations

Average annual total return quotations for Class A and Class B shares
are computed by finding the average annual compounded rates of return that would
cause a hypothetical investment in the class made on the first day of a
designated period (assuming all dividends and distributions are reinvested) to
equal the ending redeemable value of such hypothetical investment on the last
day of the designated period in accordance with the following formula:

P(1+T)n = ERV

Where: P = a hypothetical initial payment of $1,000, less the maximum
sales load of $57.50 for Class A shares or the deduction of
the CDSC for Class B shares at the end of the period.

T = average annual total return

n = number of years

ERV = ending redeemable value of the hypothetical
$1000 initial payment made at the beginning of
the designated period (or fractional portion
thereof)

For purposes of the above computation, it is assumed that all dividends and
distributions made by a Fund are reinvested at net asset value during the
designated period. The average annual total return quotation is determined to
the nearest 1/100 of 1%.

In determining the average annual total return (calculated as provided
above), recurring fees, if any, that are charged to all shareholder accounts of
a particular class are taken into consideration. For any account fees that vary
with the size of the account, the account fee used for purposes of the above
computation is assumed to be the fee that would be charged to a class's mean
account size.

The total returns for Class A and Class B shares of the Funds as of
October 31, 1994 are as follows:

One Three Life-of-
Class A Shares Year Years Fund

Capital Growth Fund 19.03% 21.70% 17.46%
Equity-Income Fund 0.09% 12.08% 12.40%
Gold Shares 6.72% 14.18% 4.50%

Life-of-
Class B Shares Fund

Capital Growth Fund 15.13%

<PAGE>

Equity-Income Fund 5.93%
Gold Shares 0.77%

During the three year and life-of-Fund periods, PMC temporarily agreed
to reduce its management fee and made other arrangements to limit certain other
expenses of the Funds. During the one-year period, the same arrangement was in
effect for Gold Shares. Had PMC not made such an arrangement, the total returns
for the periods noted would have been lower.

Automated Information Line (FactFoneSM)

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

o net asset value prices for all Pioneer Mutual funds;

o annualized 30-day yields on Pioneer's fixed income funds;

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

o dividends and capital gains distributions on all Pioneer mutual funds.

Yields are calculated in accordance with Securities and Exchange
Commission mandated standard formulas.

In addition, by using a personal identification number ("PIN"),
shareholders may enter purchases, exchanges and redemptions, access their
account balance and last three transactions and may order a duplicate statement.
See "FactFoneSM" in the Prospectus for more information.

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

17. FINANCIAL STATEMENTS

The audited financial statements and related report of Arthur Andersen
LLP contained in the Funds' 1994 Annual Report are attached hereto. A copy of
the Annual Report which is incorporated by reference herein may be obtained
without charge by calling Shareholder Services at 1-800-225-6292 or by written
request to the Funds at 60 State Street, Boston, Massachusetts 02109.

<PAGE>

APPENDIX A

Description of Bond Ratings1

Moody's Investor's Service, Inc.2

Aaa: Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat bigger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Standard & Poor's Ratings Group3

AAA: Bonds rated AAA are highest grade obligations. This rating
indicates an extremely strong capacity to pay principal and interest.

AA: Bonds rated AA also qualify as high-quality obligations. Capacity
to pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree.

- --------

1The ratings indicated herein are believed to be the most recent ratings
available at the date of this Prospectus for the securities listed. Ratings are
generally given to securities at the time of issuance. While the rating agencies
may from time to time revise such ratings, they undertake no obligation to do
so, and the ratings indicated do not necessarily represent ratings which will be
given to these securities on the date of the Fund's fiscal year-end.

2Rates bonds of issuers which have $600,000 or more of debt, except bonds of
educational institutions, projects under construction, enterprises without
established earnings records and situations where current financial data is
unavailable.

3Rates all governmental bodies having $1,000,000 or more of debt outstanding,
unless adequate information is not available.
<PAGE>

A: Bonds rated A have a strong capacity to pay principal and interest,
although they are more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

<PAGE>

APPENDIX B

OTHER PIONEER INFORMATION

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

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

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

<PAGE>

INDEX DESCRIPTIONS

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

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

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

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

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

Source: Ibbotson Associates

<PAGE>

<TABLE>
<CAPTION>
Pioneer Capital Growth Fund

Illustration of $10,000 Investment in Pioneer Capital Growth Fund on July 25, 1990

Date Initial Offering Sales Charge Shares Net Asset Value Initial Net
Investment Price Included Purchased Per Share Asset Value

<S> <C> <C> <C> <C> <C> <C>
7/25/90 $10,000 $11.14 5.75% 897.666 10.50 $9,425

Dividends and Capital Gains Reinvested

Cost of Shares Value of Shares

Annual Cumulative Total Annual
Date Cumulative Income Income Investment Cap Gain From From Cap. Gains Sub- From Dividends Total Shares
Investment Divideds Dividends Cost Distribu'n Investment Reinvested Total Reinvested Value Held

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/90 10,000 0 0 10,000 0 7,693 0 7,693 0 7,693 898
12/31/91 10,000 36 36 10,036 287 10,198 306 10,504 38 10,542 928
12/31/92 10,000 0 36 10,036 612 12,541 1,013 13,554 47 13,601 974
12/31/93 10,000 0 36 10,036 1,616 13,124 2,699 15,823 49 15,872 1,086
12/31/94 10,000 0 36 10,036 1,028 14,210 3,963 18,173 53 18,226 1,151
36 3,544 14,210 3,963 18,173 53 18,226 1,151

</TABLE>

Average Annual Total Return for this Illustration: 14.50% (Annual Compounding

<S> <C> <C>
Average Annual Total Returns 1-Year Since Inception (7/25/90)
after Maximum 5.75% Sales Charge
for Periods Ending 12/31/94 8.24% 14.51%

Past peformance does not guarantee future results.
</TABLE>

Pioneer Equity-Income Fund

Illustration of $10,000 Investment in Pioneer Equity-Income Fund on July 25, 1990

Date Initial Offering Sales Charge Shares Net Asset Value Initial Net
Investment Price Included Purchased Per Share Asset Value

<S> <C> <C> <C> <C> <C> <C>
7/25/90 $10,000 $12.83 5.75% 779.423 $12.09 $9,423

Dividends and Capital Gains Reinvested

Cost of Shares Value of Shares

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/90 10,000 243 243 10,243 0 8,612 0 8,612 242 8,854 801
12/31/91 10,000 506 750 10,750 183 10,187 191 10,378 818 11,196 857
12/31/92 10,000 461 1,210 11,210 88 11,777 311 12,088 1,443 13,531 896
12/31/93 10,000 462 1,672 11,672 211 12,713 547 13,260 2,022 15,282 937
12/31/94 10,000 522 2,194 12,194 384 11,816 896 12,712 2,373 15,085 995

2,194 866 11,816 896 12,712 53 15,085 995

</TABLE>

Average Annual Total Return for this Illustration: 9.72% (Annual Compounding

<S> <C> <C>
Average Annual Total Returns 1-Year Since Inception (7/25/90)
after Maximum 5.75% Sales Charge
for Periods Ending 12/31/94 -6.99% 9.73%

Past peformance does not guarantee future results.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Pioneer Gold Shares

Illustration of $10,000 Investment in Pioneer Gold Shares on July 25, 1990

Date Initial Offering Sales Charge Shares Net Asset Value Initial Net
Investment Price Included Purchased Per Share Asset Value

<S> <C> <C> <C> <C> <C> <C>
7/25/90 $10,000 $7.0000 5.75% 1428.571 $6.6000 $9,429

Dividends and Capital Gains Reinvested

Cost of Shares Value of Shares

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/90 10,000 0 0 10,000 0 7,900 0 7,900 0 7,900 1,429
12/31/91 10,000 21 21 10,021 0 7,443 0 7,443 22 7,465 1,433
12/31/92 10,000 0 21 10,021 0 6,843 0 6,843 20 6863 1,433
12/31/93 10,000 0 21 10,021 0 11,686 0 11,686 34 11,720 1,433
12/31/94 10,000 0 21 10,021 0 10,315 0 10,315 30 10,345 1,433

21 0 10,315 0 10,315 30 10,345 1,433

</TABLE>

Average Annual Total Return for this Illustration: 0.77% (Annual Compounding

<S> <C> <C>
Average Annual Total Returns 1-Year Since Inception (7/25/90)
after Maximum 5.75% Sales Charge
for Periods Ending 12/31/94 -16.82% 0.77%

Past peformance does not guarantee future results.
</TABLE>

EQUITY COMPARATIVE PERFORMANCE STATISTICS

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

<S> <C> <C> <C> <C> <C> <C>
Dec 1969 -8.50 -11.78 -25.05 6.11 N/A N/A
Dec 1970 4.01 9.21 -17.43 5.49 N/A N/A
Dec 1971 14.31 9.83 16.50 3.36 N/A N/A
Dec 1972 18.98 18.48 4.43 3.41 N/A N/A
Dec 1973 -14.66 -13.28 -30.90 8.80 N/A N/A
Dec 1974 -26.47 -23.58 -19.95 12.20 N/A N/A
Dec 1975 37.20 44.75 52.82 7.01 31.72 43.38
Dec 1976 23.84 22.82 57.38 4.81 13.84 34.93
Dec 1977 -7.18 -12.84 25.38 6.77 -11.82 -2.57
Dec 1978 6.56 2.79 23.46 9.03 6.78 6.16
Dec 1979 18.44 10.55 43.46 13.31 15.72 21.16
Dec 1980 32.42 22.17 39.88 12.40 39.40 23.59
Dec 1981 -4.91 -3.57 13.88 8.94 -9.81 0.02
Dec 1982 21.41 27.11 28.01 3.87 22.03 21.04
Dec 1983 22.51 25.97 39.67 3.80 16.24 28.89
Dec 1984 6.27 1.31 -6.67 3.95 2.33 10.52
Dec 1985 32.16 33.55 24.66 3.77 33.31 29.68
Dec 1986 18.47 27.10 6.85 1.13 14.50 21.67
Dec 1987 5.23 5.48 -9.30 4.41 6.50 3.68
Dec 1988 16.81 16.14 22.87 4.42 11.95 21.67
Dec 1989 31.49 32.19 10.18 4.65 36.40 26.13
Dec 1990 -3.17 -0.56 -21.56 6.11 0.20 -6.85
Dec 1991 30.55 24.19 44.63 3.06 38.37 22.56
Dec 1992 7.67 7.41 23.35 2.90 5.07 10.53
Dec 1993 9.99 16.94 20.98 2.75 1.68 18.60
Dec 1994 1.31 5.06 3.11 2.78 3.13 -0.64

</TABLE>

Source: Ibbotson Associates