SMALL CO FD
497, 1995-11-06
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[PIONEER LOGO]

Pioneer 
Small Company 
Fund 


Class A and Class B Shares 
Prospectus 
November 1, 1995 

  Pioneer Small Company 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 will invest at least 
65% of its total assets in common stocks and common stock equivalents (such 
as convertible bonds and preferred stock) of companies with a market 
capitalization of less than $1 billion. The Fund may invest a 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. 


  Prospective investors should be aware that management reserves the right to 
temporarily or permanently close the Fund to new investors or to restrict 
investments by existing shareowners. A number of factors will be considered 
in making such a decision including, but not limited to, total assets under 
management and the flow of new investments into the Fund. 


  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. Investments in the securities of small capitalization 
("cap") companies may offer greater capital appreciation potential than 
investments in mid- to large-cap company securities, but may be subject to 
greater short-term price fluctuations. The Fund is intended for investors who 
can accept the risks associated with its investments and may not be suitable 
for all investors. See "Investment Objectives and Policies" for a discussion 
of these risks. 


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


           TABLE OF CONTENTS                                     PAGE 
- ---------------------------------------------------------------------- 
I.          EXPENSE INFORMATION .............................     2 
II.         INVESTMENT OBJECTIVE AND POLICIES ...............     2 
             Risk Factors ...................................     3 
III.        MANAGEMENT OF THE FUND ..........................     4 
IV.         FUND SHARE ALTERNATIVES .........................     5 
V.          SHARE PRICE .....................................     5 
VI.         HOW TO BUY FUND SHARES ..........................     5 
             Class A Shares .................................     6 
             Class B Shares .................................     7 
VII.        HOW TO SELL FUND SHARES .........................     8 
VIII.       HOW TO EXCHANGE FUND SHARES .....................     9 
IX.         DISTRIBUTION PLANS ..............................    10 
X.          DIVIDENDS, DISTRIBUTIONS AND TAXATION ...........    11 
XI.         SHAREOWNER SERVICES .............................    11 
             Account and Confirmation Statements ............    11 
             Additional Investments .........................    11 
             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 ...............................    12 
             Telecommunications Device for the Deaf (TDD) ...    13 
             Systematic Withdrawal Plans ....................    13 
             Reinstatement Privilege (Class A Only) .........    13 
XII.        THE FUND ........................................    13 
XIII.       INVESTMENT RESULTS ..............................    14 
            APPENDIX--CERTAIN INVESTMENT PRACTICES ..........    15 

                              __________________ 

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 shareowner, will bear directly or indirectly when you invest 
in the Fund. The table reflects annual operating expenses. Other expenses are 
based on estimated amounts for the current fiscal year. 


                                                Class A   Class B 
                                                --------  -------- 
Shareowner 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                                  None(2)   None 
 Exchange Fee                                    None      None 
Annual Operating Expenses (As a Percentage of 
  Net Assets): 
 Management Fee(3)                               0.85%     0.85% 
 12b-1 Fees                                      0.25%(4)  1.00% 
 Other Expenses (including accounting and 
   transfer agent fees, custodian fees and 
   printing expenses)(3)                         0.30%     0.30% 
                                                 ------    ------- 
Total Operating Expenses:(3)                     1.40%     2.15% 
                                                 ======    ======= 



(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) Pioneering Management Corporation ("PMC"), has agreed not to impose a 
    portion of its management fee and to make other arrangements, if 
    necessary, to limit the operating expenses of the Class A shares of the 
    Fund to 1.75% of its average daily net assets; the portion of fund-wide 
    expenses attributable to Class B shares will be reduced only to the 
    extent they are reduced for Class A shares. This agreement is voluntary 
    and temporary and may be revised or terminated at any time. The agreement 
    is expected to remain in effect for the current fiscal year. 



(4) This is the maximum annual fee and assumes that the Plan of Distribution 
    is in effect for an entire year; actual expenses are expected to be 
    lower. 


 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 time 
period: 

                                    1 Year   3 Years 
                                    ------- --------- 
Class A Shares                       $74       $111 
Class B Shares* 
 --Assuming complete 
   redemption at end of period       $65       $111 
 --Assuming no redemption            $25       $ 81 


* Class B shares convert to Class A shares eight years after purchase. 


   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 Fund" 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 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." 

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


   The Fund is managed in accordance with the value philosophy of PMC. 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 11/2-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. 


   Under normal circumstances, at least 65% of the Fund's total assets are 
invested in common stocks of companies with a market cap of less than $1 
billion determined at the time the security is purchased. The Fund's 
investments in common stock include common stock equivalents, that is, 
securities with common stock characteristics such as convertible bonds and 
preferred stocks. While small-cap company securities may offer a greater 
capital appreciation potential than investments in mid- or large-cap company 
securities, they may also present greater risks. Small cap company securities 
tend to be more sensitive to changes in earnings expectations and have lower 
trading volumes than mid-to large-cap company securities and, as a result, 
they may experience more abrupt and erratic price movements. 


   A convertible security is a long-term debt obligation of the issuer 
convertible at a stated exchange rate into common stock of the issuer. 
Convertible securities rank senior to common 

                                       2
<PAGE>
 

stocks in an issuer's capital structure and are consequently of higher 
quality and entail less risk than the issuer's common stock. As with all debt 
securities, the market values of convertible securities tend to increase when 
interest rates decline and, conversely, tend to decline when interest rates 
increase. The Fund may invest in investment grade debt securities, that is, 
securities rated "BBB" or higher by Standard & Poor's Ratings Group or the 
equivalent rating of other ranking agencies. If the rating of a security 
falls below investment grade, management will consider whatever action is 
appropriate consistent with the Fund's investment objectives and policies. 
See the Statement of Additional Information for a discussion of rating 
categories. 


   While there is no requirement to do so, the Fund intends to limit 
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 shareowner approval. Certain other investment policies, 
strategies and restrictions on investment are noted throughout the Prospectus 
and are set forth in the Statement of Additional Information. These non-
fundamental investment policies, strategies and restrictions may be changed at
any time by a vote of the Board of Trustees. 

   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. 


   Portfolio turnover is not expected to exceed 200% in the coming year. A 
high rate of portfolio turnover (100% or more) involves correspondingly 
greater transaction costs which must be borne by the Fund and its 
shareowners. Under certain circumstances, a high turnover rate may make it 
more difficult for the Fund to qualify as a regulated investment 
company under the Internal Revenue Code. See "Dividends, 
Distributions and Taxation." 


   The Fund intends to be substantially fully invested at all times. If 
suitable investments are not immediately available, the Fund may hold a 
portion of its investments in cash and cash-equivalents. For temporary 
defensive purposes, however, the Fund may invest up to 100% of its assets in 
short-term investments. The Fund will assume a defensive posture only when 
political and economic factors affect common stock markets to such an extent 
that PMC believes there to be extraordinary risks in being substantially 
invested in common stocks. A short-term investment is considered to be an 
investment with a maturity of one year or less from the date of issuance. 
Short-term investments will not normally represent more than 10% of the 
Fund's assets. 

   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 Fund 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. Repurchase agreements afford the Fund an opportunity to earn income on 
temporarily available cash at low risk. 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, the 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 risks 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 companies located in foreign 
countries. 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 diplo- 


                                       3
<PAGE>
 
matic 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. 


III. MANAGEMENT OF THE FUND 

   The Board of Trustees of the Fund has overall responsibility for 
management and supervision of the Fund. There are currently eight Trustees, 
six of whom are not "interested persons" of the Fund 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 
Fund. 

   Investment advisory services are provided to the Fund by PMC pursuant to a 
management contract between PMC and 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 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 over five years. 


   Day-to-day management of the Fund's investments is the responsibility of 
Warren J. Isabelle, Vice President of the Fund and Director of Research 
and Vice President of PMC. Mr. Isabelle joined PMC in 1984. 


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


   Under the terms of its contract with the Fund, PMC assists in the 
management of the Fund and is authorized in its discretion to buy and sell 
securities for the account of the Fund. PMC pays all the 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 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 Fund who are not affiliated 
with or interested persons of PMC, the Fund (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. The expense of organizing the Fund and initially 
registering and qualifying its shares under federal and state securities laws 
are being charged to the Fund's operations, as an expense, over a period not 
to exceed 60 months from the Fund's incep- 
tion date. 


   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 0.85% per annum of the 
Fund's average daily net assets. The management fee, which is higher than 
those paid by most other equity funds, reflects the added complexity and 
expenses associated with analyzing small capitalization company investments. 
The fee is normally computed daily and paid monthly. 


                                       4
<PAGE>
 

   John F. Cogan, Jr., Chairman and President of the Fund, 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. 


IV. 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. 

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

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

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

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

V. 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. 

VI. HOW TO BUY FUND SHARES 

   You may buy Fund shares, unless the purchase of Fund shares has been 
restricted by management, 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. 

   At this time, shares of the Fund may not be purchased by exchanging shares 
of any other Pioneer mutual funds that you currently own. This policy will be 
in effect through December 31, 1996, unless management decides that it is in 
the best interest of the Fund to allow exchanges prior to that time. 

   Telephone Purchases. Your account is automatically authorized to have the 
telephone purchase privilege unless 
                                       5
<PAGE>
 
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 IRA accounts 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 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: 

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


   The schedule of sales charges above is applicable to purchases of Class A 
shares of the Fund by (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. 



   From the Fund's inception through January 31, 1996, the dealer concession 
will consist of the entire sales charge. The period during which this 
additional concession is paid to dealers may be extended for any period up to 
2 months. Broker-dealers receiving 90% or more of the sales charge may be 
deemed to be underwriters under the federal securities laws. 



   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 
subsidiar- 
                                       6
<PAGE>
 
ies or affiliates of such persons; (d) current or former officers, partners, 
employees or registered representatives of broker- dealers which have entered 
into sales agreements with PFD; (e) members of the immediate families of any 
of the persons above; (f) any trust, custodian, pension, profit-sharing or 
other benefit plan of the foregoing persons; (g) insurance company separate 
accounts; (h) certain "wrap accounts" for the benefit of clients of financial 
planners adhering to standards established by PFD; (i) other funds and 
accounts for which PMC or any of its affiliates serves as investment adviser 
or manager; and (j) certain unit investment trusts. Shares so purchased are 
purchased for investment purposes and may not be resold except through 
redemption or repurchase by or on behalf of the Fund. The availability of 
this privilege is conditioned upon the receipt by PFD of written notification 
of eligibility. Class A shares of the Fund may also be sold at net asset 
value without a sales charge in connection with certain reorganization, 
liquidation or acquisition transactions involving other investment companies 
or personal holding companies. 

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


Class B Shares 


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


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


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

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

   Class B shares will automatically convert into Class A shares at the end 
of the calendar quarter that is eight years after the purchase date, except 
as noted below. Class B shares acquired by exchange from Class B shares of 
another Pioneer fund will convert into Class A shares based on the date of 
the initial purchase and the applicable CDSC. Class B shares acquired through 
reinvestment of distributions will convert into Class A shares based on the 
date of the initial purchase to which such shares relate. For this purpose, 
Class B shares acquired through reinvestment of distributions will be 
attributed to particular purchases of Class B shares in accordance with such 
procedures as the Trustees may determine from time to time. The conversion of 
Class B shares to Class A shares is subject to the continuing availability of 
a ruling from the Internal Revenue Service ("IRS"), for which the Fund is 
applying, 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 be available. The conversion of Class B shares to Class A shares 
will not occur if such ruling 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). 

   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 
                                       7
<PAGE>
 

redeemed of a shareowner or participant in an employer-sponsored retirement 
plan; (b) the distribution is to a participant in an Individual Retirement 
Account ("IRA"), 403(b) or employer-sponsored retirement plan, is part of a 
series of substantially equal payments made over the life expectancy of the 
participant or the joint life expectancy of the participant and his or her 
beneficiary or as scheduled periodic payments to a participant (limited in 
any year to 10% of the value of the participant's account at the time the 
distribution amount is established; a required minimum distribution due to 
the participant's attainment of age 701/2 may exceed the 10% limit only if the 
distribution amount is based on plan assets held by Pioneer); (c) the 
distribution is from a 401(a) or 401(k) retirement plan and is a return of 
excess employee deferrals or employee contributions or a qualifying hardship 
distribution as defined by the Code or results from a termination of 
employment (limited with respect to a termination to 10% per year of the 
value of the plan's assets in the Fund as of the later of the prior December 
31 or the date the account was established unless the plan's assets are being 
rolled over to or reinvested in the same class of shares of a Pioneer mutual 
fund subject to the CDSC of the shares originally held); (d) the distribution 
is from an IRA, 403(b) or employer-sponsored retirement plan and is to be 
rolled over to or reinvested in the same class of shares in a Pioneer mutual 
fund and which will be subject to the applicable CDSC upon redemption; (e) 
the distribution is in the form of a loan to a participant in a plan which 
permits loans (each repayment of the loan will constitute a new sale which 
will be subject to the applicable CDSC upon redemption); or (f) the 
distribution is from a qualified defined contribution plan and represents a 
participant's directed transfer (provided that this privilege has been pre- 
authorized through a prior agreement with PFD regarding participant directed 
transfers). 


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

VII. 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 mutual 
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, if 
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 
                                       8
<PAGE>
 
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 the 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. 

   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 fund will continue to be subject to 
the CDSC until the original 12-month period expires. However, no CDSC is 
payable with respect to purchases of Class A shares by 401(a) or 401(k) 
retirement plans with 1,000 or more eligible participants or with at least 
$10 million in plan assets. 

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

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

VIII. HOW TO EXCHANGE FUND SHARES 


   
   At this time, you may not open a new account in the Fund or purchase 
shares of the Fund by exchanging shares from any other Pioneer mutual fund 
that you already own (except shares of Pioneer Money Market Trust  
acquired by direct purchase after August 31, 1995 and subject to sales 
charges upon exchange).  You may, however, take advantage of the exchange 
privileges described below to exchange shares of the Fund for shares of other 
Pioneer mutual funds. Such shares may be exchanged back to this Fund. This 
policy will be in effect until December 31, 1996, unless a review by 
management indicates that it would be in the best interests of the Fund to 
allow exchanges into the Fund before that time. See "How to Buy 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 account for shares of the same Class in another Pioneer account on a 
monthly or quarterly basis. The accounts must have identical registrations 
and the originating account must have a minimum balance of $5,000. The 
exchange will be effective on the 18th day of the month. 

   General. Exchanges must be at least $1,000. You may exchange your 
investment from one Class of Fund shares at 
                                        9
<PAGE>
 
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 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. For the protection of the Fund's performance and 
shareholders, the Fund and PFD reserve the right to refuse any exchange 
request or restrict, at any time without notice, the number and/or frequency 
of exchanges to prevent abuses of the exchange privilege. Such abuses may 
arise from frequent trading in response to short-term market fluctuations, a 
pattern of trading by an individual or group that appears to be an attempt to 
"time the market," or any other exchange request which, in the view of 
management, will have a detrimental effect on the Fund's portfolio management 
strategy or its operations. In addition, the Fund and PFD reserve the right 
to charge a fee for exchanges or to modify, limit, suspend or discontinue the 
exchange privilege with notice to shareholders as required by law. 


IX. DISTRIBUTION PLANS 


   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. Expenditures of the Fund for continuing service fees to 
broker-dealers pursuant to the Class A Plan will be accrued daily beginning 
July 1, 1996; other expenses pursuant to the Class A Plan will be paid as 
accrued. 



   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 does not provide for the carryover of reimbursable expenses beyond 12 
months from the time the Fund is first invoiced for an expense. In the event 
of termination or non-continuance of the Class A Plan, the Fund has 12 months 
to reimburse any expense which it incurs prior to such event, provided that 
payments by the Fund during such 12-month period shall not exceed 0.25% of 
the Fund's average daily net assets during such period. 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 compensates PFD through the 
payment of a distribution fee at the annual rate of 0.75% of the Fund's 
average daily net assets attributable to Class B shares and 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 
                                       10
<PAGE>
 
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 shareowner accounts. 

X. DIVIDENDS, DISTRIBUTIONS AND TAXATION 

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

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

   The Fund's policy is to pay to shareholders dividends from net investment 
income, if any, and to 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. 

   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 shareowner 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 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 shareowner's correct taxpayer 
identification number and certification that the number is correct and the 
shareowner 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. 

XI. SHAREOWNER SERVICES 

   PSC is the shareowner 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 shareowner and all transactions of the 
shareowner 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. 
                                       11
<PAGE>
 
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 shareowner, you will receive financial reports at least semiannually. 
In January of each year, the Fund will mail you information about the tax 
status of dividends and distributions. 

Distribution Options 

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

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

Directed Dividends 

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

Direct Deposit 

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

Voluntary Tax Withholding 

   You may request (in writing) that PSC withhold 28% of the dividends and 
capital gains distributions paid from your account (before any reinvestment) 
and forward the amount withheld to the IRS as a credit against your federal 
income taxes. This option is not available for retirement plan accounts or 
for accounts subject to backup withholding. 

Telephone Transactions and Related Liabilities 


   Your account is automatically authorized to have telephone transaction 
privileges unless you indicate otherwise on your Account Application or by 
writing to PSC. You may 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 personal identification number ("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. 
                                       12
<PAGE>
 
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. 


XII. THE FUND 

   The Fund is a diversified open-end management investment company (commonly 
referred to as a mutual fund) organized as a Delaware business trust on 
August 8, 1995. The Fund has authorized an unlimited number of shares of 
beneficial interest. As an open-end management investment company, the Fund 
continuously offers its shares to the public and under normal conditions must 
redeem its shares upon the demand of any shareowner at the then current net 
asset value per share. See "How to Sell Fund Shares." The Fund is not 
required, and does not intend, to hold annual shareowner 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 Fund reserves the right to create and issue additional series of 
shares. The Trustees have the authority, without further shareowner approval, 
to classify and reclassify the shares of the Fund, or any additional series 
of the Fund, 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. 

   In addition to the requirements under Delaware law, the Declaration of 
Trust provides that a shareowner of the Fund may bring a derivative action on 
behalf of the Fund only if the following conditions are met: (a) shareholders 
eligible to bring such derivative action under Delaware law who hold at least 
10% of the outstanding shares of the Fund, or 10% of the outstanding shares 
of the series or class to which such action relates, shall join in the 
request for the Trustees to commence such action; and (b) the Trustees must 
be afforded a reasonable amount of time to consider such shareowner request 
and investigate the basis of such claim. The Trustess shall be entitled to 
retain counsel or other advisers in considering the merits of the request and 
shall require an undertaking by the shareholders making such request to 
reimburse the Fund for the expense of any such advisers in the event that the 
Trustees determine not to bring such action. 


   When issued and paid for in accordance with the terms of the Prospectus 
and Statement of Additional Information, shares of the Fund are fully-paid 
and non-assessable. Shares will remain on deposit with the Fund's transfer 
agent and certificates will not normally be issued. The Fund reserves the 
right to charge a fee for the issuance of certificates. In order to supply 
the Fund with capital, PGI beneficially owned 100% of the Fund's issued and 
outstanding shares immediately prior to effectiveness of the Fund's 
registration statement. The Fund expects to have significant assets in 
comparision to 


                                       13
<PAGE>
 

PGI's initial investment soon after effectiveness and therefore PGI may no 
longer control the Fund. 


XIII. 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 fund 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. 
                                       14
<PAGE>
 

APPENDIX--CERTAIN INVESTMENT PRACTICES 



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



Options on Securities Indices 


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

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

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

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


Forward Foreign Currency Exchange Contracts and Options on Foreign Currencies 



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



   The Fund may also engage in cross-hedging by using forward contracts in 
one currency to hedge against fluctuations in the value of the securities 
denominated in a different currency (including the U.S. dollar), if the 
Fund's investment adviser determines that there is a pattern of correlation 
between the two currencies. Cross-hedging may also include entering into a 
forward transaction involving two foreign currencies, using one foreign 
currency as a proxy for the U.S. dollar to hedge against variations in the 
other foreign currency if the investment adviser determines that there is a 
pattern of correlation between the proxy currency and the U.S. dollar. 


   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 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. 
                                       15
<PAGE>
 

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. All of the Fund's assets 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. 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. 



   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. 


                                       16
<PAGE>
 

                                      Notes
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                                       17
<PAGE>
 

                                      Notes
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                                       18
<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. 


                                       19
<PAGE>
[Pioneer Logo] 

Pioneer Small 
Company 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 and prices, account 
 information and computer transactions  ....................... 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 


1095-2857 
(C)Pioneer Funds Distributor, Inc. 




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