As filed with the Securities and Exchange Commission on December 12, 1997


                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-6

                    FOR REGISTRATION UNDER THE SECURITIES ACT
                    OF 1933 OF SECURITIES OF UNIT INVESTMENT
                         TRUSTS REGISTERED ON FORM N-8B2

                           PIONEER INDEPENDENCE PLANS
                              (Exact Name of Trust)

                         PIONEER FUNDS DISTRIBUTOR, INC.
                               (Name of Depositor)

                60 State Street, Boston, Massachusetts 02109-1820
          (Complete Address of Depositor's Principal Executive Offices)

                              Robert P. Nault, Esq.
                             The Pioneer Group, Inc.
                                 60 State Street
                        Boston, Massachusetts 02109-1820
                (Name and Complete Address of Agent for Service)


                                    Copy to:

                             Jeffrey S. Puretz, Esq.
                             Dechert Price & Rhoads
                               1500 K Street, N.W.
                             Washington, D.C. 20005

                              Joseph P. Barri, Esq.
                                Hale and Dorr LLP
                                 60 State Street
                           Boston, Massachusetts 02109

Approximate date of proposed public offering:  As soon as practicable  after the
effective date of this registration statement.

Title of securities being registered:  Pioneer Independence Plans

The registrant hereby amends this registration statement on such dates as may be
necessary to delay its effective date until the registrant  shall file a further
amendment  which  specifically  states that this  registration  statement  shall
thereafter  become  effective in accordance  with Section 8(a) of the Securities
Act of 1933 or until the  registration  statement shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may determine.





                           PIONEER INDEPENDENCE PLANS


               Reconciliation and Tie of Information in Prospectus
                      with Items of Form N-8B-2 pursuant to
                            Instruction 4 of Form S-6

ITEM
NUMBER              LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S)

I.  1-9 ORGANIZATION AND GENERAL INFORMATION
1. (a)              Cover Page
1. (b)              Cover Page
2.                  The Sponsor
3.                  The Custodian
4.                  Cover Page
5.                  The Sponsor; The Custodian
6. (a)              Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives; Rights and
                    Privileges of Planholders
6. (b)              The Custodian
7.                  Omitted pursuant to Instruction 1 of Form S-6
8.                  Omitted pursuant to Instruction 1 of Form S-6
9.                  Omitted pursuant to Instruction 3 of Form S-6

II.  GENERAL DESCRIPTION OF TRUST AND SECURITIES OF THE TRUST
10. (a)             Starting a Pioneer Independence Plan
10. (b)             Dividends and Distributions
10. (c)             Partial Withdrawal or Redemption Without Termination of the
                    Plan; Systematic Withdrawal Program; Cancellation and Refund
                    Rights; Termination of a Plan by the Planholder and
                    Withdrawal of Shares
10. (d)             Partial Withdrawal or Redemption Without Termination of the
                    Plan; Replacements of Partial Withdrawals; Systematic
                    Withdrawal Program; Cancellation and Refund Rights;
                    Termination of a Plan by the Planholder and Withdrawal of
                    Shares; Replacement Privilege on Termination; Transfer
                    or Assignment of Rights in a Plan
10. (e)             Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives; Termination of a Plan by the Sponsor
                    or Custodian; Replacements of Partial Withdrawals;
                    Replacement Privilege on Termination
10. (f)             Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives; Voting Rights in Fund Shares
10. (g) (1)         Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives; Substitution of the Underlying
                    Investment
10. (g) (2)         Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives; Rights and Privileges of Planholders
10. (g) (3)         Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives; The Custodian
10. (g) (4)         Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives
10. (h) (1)         Substitution of the Underlying Investment
10. (h) (2)         Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives; The Custodian





ITEM
NUMBER              LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S)

10. (h) (3)         Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives; The Custodian
10. (h) (4)         Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives
10. (i)             Planholders May Qualify for Reduced Sales Charges; Making
                    Investments Ahead of Schedule to Complete a Plan Early;
                    Changing the Face Amount of Your Plan; Extended Investment
                    Option; Dividends and Distributions; Statements, Reports and
                    Notices
11.                 Investment Objective of the Fund
12. (a)             Cover Page; Investment Objective of the Fund; The Fund
12. (b)             Omitted pursuant to Instruction 3 of Form S-6
12. (c)             Fund's Prospectus accompanying the Prospectus for the Plans
12. (d)             Fund's Prospectus accompanying the Prospectus for the Plans
12. (e)             Omitted pursuant to Instruction 3 of Form S-6
13. (a) (A) (1)     Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives; Service Charges and Other Fees
13. (a) (A) (2)     The Fund
13. (a) (A) (3)     Omitted pursuant to Instruction 3 of Form S-6
13. (a) (A) (4)     Dividends and Distributions
13. (a) (A) (5)     Omitted pursuant to Instruction 3 of Form S-6
13. (a) (B) (1)     Creation and Sales Charge Tables; Hypothetical Investment
                    Table; other relevant information
                    under Plan Investments and Deductions
13. (a) (B) (2)     Fund Annual Expenses (After Expense Limitation); other
                    relevant information under Plan Investments and Deductions;
                    Fund's Prospectus accompanying the Prospectus for the Plans
13. (a) (B) (3)     Service Charges and Other Fees
13. (a) (B) (4)     Service Charges and Other Fees
13. (a) (B) (5)     Omitted pursuant to Instruction 3 of Form S-6
13. (a) (C) (1)     Service Charges and Other Fees
13. (a) (C) (2)     Fund's Prospectus accompanying the Prospectus for the Plans
13. (a) (C) (3)     Omitted pursuant to Instruction 3 of Form S-6
13. (a) (C) (4)     Omitted pursuant to Instruction 3 of Form S-6
13. (a) (C) (5)     Omitted pursuant to Instruction 3 of Form S-6
13. (a) (D) (1)     Creation and Sales Charges; Service Charges and Other Fees
13. (a) (D) (2)     Fund Annual Expenses (After Expense Limitation); other
                    relevant information under Plan Investments and Deductions;
                    Fund's Prospectus accompanying the Prospectus for the Plans
13. (a) (D) (3)     Omitted pursuant to Instruction 3 of Form S-6
13. (a) (D) (4)     Omitted pursuant to Instruction 3 of Form S-6
13. (a) (D) (5)     Omitted pursuant to Instruction 3 of Form S-6
13. (b)             Creation and Sales Charge Tables; Hypothetical Investment
                    Table; other relevant information under Plan Investments and
                    Deductions
13. (c)             Creation and Sales Charge Tables; Hypothetical Investment
                    Table; other relevant information under Plan Investments and
                    Deductions; Planholders May Qualify for Reduced Sales
                    Charges; Changing the Face Amount of Your Plan
13. (d)             Creation and Sales Charge Tables; Purchasing Two or More
                    Plans; Rights of Accumulation





ITEM
NUMBER              LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S)

13. (e)             Service Charges and Other Fees
13. (f)             Omitted pursuant to Instruction 3 of Form S-6
13. (g)             Omitted pursuant to Instruction 3 of Form S-6
14.                 Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives; Starting a Pioneer Independence Plan;
                    Rights and Privileges of Planholders
15.                 Cover Page; Pioneer Independence Plans--Helping Planholders
                    Meet their Investment Objectives;
                    Starting a Pioneer Independence Plan; Rights and Privileges
                    of Planholders
16.                 Investment Objective of the Fund; Substitution of the
                    Underlying Investment; The Custodian
17. (a)             Partial Withdrawal or Redemption Without Termination of the
                    Plan; Systematic Withdrawal Program; Cancellation and Refund
                    Rights; Termination of a Plan by the Planholder and
                    Withdrawal of Shares
17. (b)             Cover Page; Starting a Pioneer Independence Plan; The
                    Custodian; Fund's Prospectus accompanying the Prospectus for
                    the Plans
17. (c)             Making Investments Ahead of Schedule to Complete a Plan
                    Early; Extended Investment Option; Termination of a Plan by
                    the Sponsor or Custodian
17. (c)             
18. (a)             Omitted pursuant to Instruction 3 of Form S-6
18. (b)             Dividends and Distributions
18. (c)             Omitted pursuant to Instruction 3 of Form S-6
18. (d)             Omitted pursuant to Instruction 3 of Form S-6
19.                 Statements, Reports and Notices; Taxes; The Custodian
20. (a)             The Custodian
20. (b)             The Custodian
20. (c)             The Custodian
20. (d)             Omitted pursuant to Instruction 3 of Form S-6
20. (e)             Omitted pursuant to Instruction 3 of Form S-6
20. (f)             Omitted pursuant to Instruction 3 of Form S-6
21. (a)             Omitted pursuant to Instruction 3 of Form S-6
21. (b)             Omitted pursuant to Instruction 3 of Form S-6
21. (c)             Omitted pursuant to Instruction 3 of Form S-6
22.                 Custodian Agreement (exhibit)
23.                 Response set forth in Form N-8B-2 only
24.                 Omitted pursuant to Instruction 3 of Form S-6

III.  ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25.                 The Sponsor
26. (a)             Omitted pursuant to Instruction 3 of Form S-6
26. (b) (1)         Fund's Prospectus accompanying the Prospectus for the Plans
26. (b) (2)         Fund's Prospectus accompanying the Prospectus for the Plans
26. (b) (3)         The Fund; Fund's Prospectus accompanying the Prospectus for
                    the Plans
26. (b) (4)         Omitted pursuant to Instruction 3 of Form S-6
27.                 The Sponsor; Fund's Prospectus accompanying the Prospectus
                    for the Plans
28.                 The Sponsor
29.                 The Sponsor
30.                 Omitted pursuant to Instruction 3 of Form S-6





ITEM
NUMBER              LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S)

31.                 Omitted pursuant to Instruction 3 of Form S-6
32.                 Omitted pursuant to Instruction 3 of Form S-6
33.                 Omitted pursuant to Instruction 3 of Form S-6
34.                 Omitted pursuant to Instruction 3 of Form S-6

IV.  DISTRIBUTION AND REDEMPTION OF SECURITIES
35. (A)             Omitted pursuant to Instruction 3 of Form S-6
35. (B)             Pioneer Independence Plans
35. (C)             Omitted pursuant to Instruction 3 of Form S-6
36.                 Omitted pursuant to Instruction 3 of Form S-6
37.                 Omitted pursuant to Instruction 3 of Form S-6
38. (a)             The Sponsor
38. (b)             The Sponsor
38. (c)             Pioneer Independence Plans--Helping Planholders Meet their
                    Investment Objectives
39. (a)             The Sponsor
39. (b)             The Sponsor
40.                 Omitted pursuant to Instruction 3 of Form S-6
41. (a)             The Sponsor; Fund's Prospectus accompanying the Prospectus
                    for the Plans
41. (b)             Omitted pursuant to Instruction 1 of Form S-6
41. (c)             Omitted pursuant to Instruction 1 of Form S-6
42.                 Omitted pursuant to Instruction 3 of Form S-6
43.                 Omitted pursuant to Instruction 3 of Form S-6
44. (a)             Fund's Prospectus accompanying the Prospectus for the Plans
44. (b)             Omitted pursuant to Instruction 3 of Form S-6
44. (c)             Creation and Sales Charge Tables; Purchasing Two or More
                    Plans; Rights of Accumulation
45.                 Omitted pursuant to Instruction 3 of Form S-6
46. (a)             Fund's Prospectus accompanying the Prospectus for the Plans
46. (b)             Omitted pursuant to Instruction 3 of Form S-6
47.                 Investment Objective of the Fund; Substitution of the
                    Underlying Investment; The Custodian

V.  INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48.                 The Custodian
49.                 Service Charges and Other Fees
50.                 Omitted pursuant to Instruction 3 of Form S-6

VI.  INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51.                 Omitted pursuant to Instruction 3 of Form S-6

VII.  POLICY OF REGISTRANT/REGULATED INVESTMENT COMPANY
52. (a)             Substitution of the Underlying Investment
52. (b)             Omitted pursuant to Instruction 3 of Form S-6
52. (c) (1)         Substitution of the Underlying Investment
52. (c) (2)         Substitution of the Underlying Investment





ITEM
NUMBER              LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S)

52. (c) (3)         Omitted pursuant to Instruction 3 of Form S-6
52. (c) (4)         Substitution of the Underlying Investment
52. (c) (5)         Substitution of the Underlying Investment
52. (d)             Omitted pursuant to Instruction 3 of Form S-6
53.                 Taxes; Fund's Prospectus accompanying the Prospectus for the
                    Plans

VIII.  FINANCIAL AND STATISTICAL INFORMATION
54.                 Omitted pursuant to Instruction 3 of Form S-6
55.                 Omitted pursuant to Instruction 3 of Form S-6
56.                 Omitted pursuant to Instruction 1 of Form S-6
57.                 Omitted pursuant to Instruction 1 of Form S-6
58.                 Omitted pursuant to Instruction 1 of Form S-6
59.                 Omitted pursuant to Instruction 1 of Form S-6





PROSPECTUS

         Pioneer Independence Plans (the "Plans") for the accumulation of shares
of  Pioneer  Independence  Fund  (the  "Fund")  are  offered  by  Pioneer  Funds
Distributor,  Inc., the sponsor and principal underwriter  ("Sponsor").  Under a
Plan, an investor (the  "Planholder")  makes fixed  monthly  investments  for 15
years (a total of 180 investments),  with the option to make additional  monthly
investments  for up to a total of 25 years  (a  total of 300  investments).  The
Plans are  designed  to help  investors  create an  investment  fund for  future
capital  or  income   needs  and  build   equity  over  a  period  of  years  by
systematically investing a modest sum each month in shares of a mutual fund.

         Investments under a Plan are applied, after authorized  deductions,  to
the  purchase of Fund shares at net asset value.  A Plan should be  considered a
long term investment and is not suitable for investors  seeking quick profits or
who might be unable to complete a Plan. A front-end  sales load,  the  "Creation
and Sales  Charge," is deducted  from the first 12  investments.  Because of the
Creation and Sales Charge,  withdrawal of an investment or termination of a Plan
during  the  period in which the  first 12  investments  in a Plan are made will
probably result in a loss to the investor.

         The  value of a Plan is  subject  to  fluctuations  in the value of the
shares of the Fund,  which in turn is based upon the value of the  securities in
its  portfolio.  A Plan  calls for  monthly  investments  at  regular  intervals
regardless of the price level of the Fund shares.  Planholders  should therefore
consider  their  financial  ability to  continue  investments  in a Plan.  For a
description of the  investment  risks  associated  with the Plan, see the Fund's
Prospectus.  Terminating a Plan at a time when the value of the Fund shares then
held is less than the Planholder's  cost associated with a Plan will result in a
loss to a Planholder.

         SHARES OF THE FUND ARE OFFERED TO THE GENERAL  PUBLIC ONLY  THROUGH THE
PLANS.

         A PLANHOLDER  HAS THE RIGHT TO A 45-DAY  REFUND OF THE CURRENT VALUE OF
HIS OR HER  INVESTMENT,  AS WELL AS  CERTAIN  OTHER  LIMITED  REFUND  RIGHTS FOR
CERTAIN PERIODS OF TIME AND UNDER THE CONDITIONS  DESCRIBED IN MORE DETAIL UNDER
THE HEADING "CANCELLATION AND REFUND RIGHTS" ON PAGE __.

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

         THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED BY THE CURRENT  PROSPECTUS
OF THE FUND, WHICH CONTAINS A DESCRIPTION OF THE FUND. BOTH PROSPECTUSES  SHOULD
BE READ AND RETAINED FOR FUTURE REFERENCE.





         THE DATE OF THIS PROSPECTUS IS FEBRUARY 12, 1998.

         INFORMATION  CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.


                                       ii





                                TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----

PIONEER INDEPENDENCE PLANS -- HELPING PLANHOLDERS MEET THEIR
INVESTMENT OBJECTIVES.........................................................1
PLAN INVESTMENTS AND DEDUCTIONS...............................................2
15-YEAR PLAN INVESTMENTS AND DEDUCTIONS.......................................3
TOTAL 25-YEAR PLAN INVESTMENTS AND DEDUCTIONS WHEN EXTENDED
INVESETMENT OPTION IS USED....................................................4
   A TYPICAL $100 MONTHLY INVESTMENT SCHEDULE.................................5
INVESTMENT OBJECTIVE OF THE FUND..............................................6
STARTING A PIONEER INDEPENDENCE PLAN..........................................6
CREATION AND SALES CHARGES....................................................6
RIGHTS AND PRIVILEGES OF PLANHOLDERS..........................................7
   AUTOMATIC INVESTMENT OPTION................................................7
   PLANHOLDERS MAY QUALIFY FOR REDUCED SALES CHARGES..........................7
   MAKING INVESTMENTS AHEAD OF SCHEDULE TO COMPLETE A PLAN EARLY..............8
   CHANGING THE FACE AMOUNT OF YOUR PLAN......................................8
   PARTIAL WITHDRAWAL OR REDEMPTION WITHOUT TERMINATION OF THE PLAN...........9
   REPLACEMENTS OF PARTIAL WITHDRAWALS.......................................11
   EXTENDED INVESTMENT OPTION................................................11
   SYSTEMATIC WITHDRAWAL PROGRAM.............................................12
   CANCELLATION AND REFUND RIGHTS............................................12
   TERMINATION OF A PLAN BY THE PLANHOLDER AND WITHDRAWAL OF SHARES..........13
   REPLACEMENT PRIVILEGE ON TERMINATION......................................14
   DIVIDENDS AND DISTRIBUTIONS...............................................14
   VOTING RIGHTS IN FUND SHARES..............................................15
   TRANSFER OR ASSIGNMENT OF RIGHTS IN A PLAN................................15
   STATEMENTS, REPORTS AND NOTICES...........................................16
TERMINATION OF A PLAN BY THE SPONSOR OR CUSTODIAN............................16
SERVICE CHARGES AND OTHER FEES...............................................16
TAXES........................................................................17
THE FUND.....................................................................18
SUBSTITUTION OF THE UNDERLYING INVESTMENT....................................18
RETIREMENT PLANS.............................................................19
THE SPONSOR..................................................................20
THE CUSTODIAN................................................................21
PIONEER INDEPENDENCE PLANS...................................................22


                                      iii





PIONEER  INDEPENDENCE  PLANS  --  HELPING  PLANHOLDERS  MEET  THEIR   INVESTMENT
OBJECTIVES

         Many people who desire to accumulate an investment  portfolio for their
future  through a planned  long-range  investment  program  find it difficult to
accumulate enough money to efficiently  purchase stocks directly.  The Plans are
designed  to help  investors  create an  investment  fund for future  capital or
income needs and build equity over a period of years by systematically investing
a modest sum each month in shares of a mutual fund.

         The  value of a Plan is  subject  to  fluctuations  in the value of the
securities in the underlying Fund's portfolio. The Planholder makes monthly Plan
investments at regular intervals  regardless of the price level of the shares of
the Fund.  Planholders  should consider,  therefore,  their financial ability to
initiate and continue a Plan.  Ownership of a Plan does not  eliminate  the risk
inherent in the ownership of any security. Terminating a Plan at a time when the
value of acquired  Fund  shares  held in the Plan is less than the  Planholder's
original  cost for Fund  shares held under the Plan will result in a loss to the
Planholder.

         An investor  should  consider the following  aspects of the Plan before
making an investment:

     1.   A Plan represents an agreement between the Planholder, the Sponsor,and
          [___________________________________]  (the  "Custodian")  under which
          amounts  invested  (after  deduction of Creation and Sales Charges and
          other  fees)  are used to  purchase  shares  of the Fund at net  asset
          value.

     2.   Each Plan  includes  a  Creation  and Sales Charge, which is sometimes
          called a "front-end load" sales charge,  equal to a maximum of 50%  of
          the first 12 investments.  The effect of a "front-end load" is that if
          you terminate your Plan between the second and eighteenth month, total
          deductions may amount to as much as 15% of your total Plan investments
          made up to that date and as much as 31.6%  after 18  months.  However,
          the maximum Creation and Sales Charge for a 15-year Plan is only 3.33%
          when  expressed  as  a  percentage  of  the  total  Plan  investments.
          Accordingly,  a Plan is not suited  for  short-term  investments.  See
          "Creation and Sales Charges" on page __.

     3.   Investments under a Plan will not constitute direct ownership  of Fund
          shares,  but rather an  interest  in a trust  which  will have  direct
          ownership  of  the  Fund's  shares  on  behalf  of  each   Planholder.
          Planholders have only a beneficial  interest in the underlying  shares
          of the Fund. A Planholder  will,  however,  retain full voting  rights
          with respect to such underlying shares of the Fund. The Custodian will
          vote the shares  held for  Planholders'  accounts in  accordance  with
          their instructions.

     4.   A  Plan  may  be  terminated  by  the  Custodian  or  Sponsor   if   a
          Planholder  fails  to  make  investments  under  his or her Plan for a
          period of 12 consecutive


                                       1





          months or if Fund shares are not available and a  substitution  is not
          made.  See  "Termination of a  Plan  by  the  Sponsor or Custodian" on
          page _____.  Planholders  must  be  notified  of  any substitution  of
          the Plan's underlying investment. See "Substitution of the  Underlying
          Investment" on page ____.

     5.   The  dealer firm of record has proprietary  rights to all commissions,
          including  any  service  fees,  earned  from  the  Sponsor  during the
          duration  of  your  Plan.  The  dealer  firm  of  record  is  under no
          obligation  to  transfer  your  Plan  to  another  dealer firm as long
          as  its  dealer  agreement  with  the  Sponsor  is  still  in  effect;
          thus,  a  new  dealer  engaged  by  a  Planholder  may  have no direct
          incentive  to  provide  services  with  respect  to  the Plan.  If the
          dealer  firm  of  record  chooses  to  release  a Plan to a new dealer
          firm, the  new  dealer  firm  must  first complete, sign and signature
          guarantee  a  release  form  that  can  be obtained  from the Sponsor.
          The form must be returned and accepted by the Custodian.

     6.   The  Sponsor  is not  required  to notify  Planholders  or seek  their
          approval  prior  to  replacing  the  Custodian.   The  terms  of   the
          Custodian   Agreement,   however,  cannot  be  amended   to  adversely
          affect   the   rights   and   privileges   of  a   Planholder  without
          obtaining his or her written consent.

PLAN INVESTMENTS AND DEDUCTIONS

         The  following  tables  show  the  range  of  available   monthly  Plan
investments to be made,  total Plan  investments  (known as the "face amount" of
the Plan) to be made and the Creation and Sales  Charges that will be charged on
each monthly Plan  investment.  The total  charges as a percentage  of the total
amount  invested under a Plan and as a percentage of the net amount invested are
also shown.  This  information is based solely on investments  made under a Plan
and does not reflect any investment experience, dividend or income from the Fund
over the period of a Plan, or expenses of the Fund or any other charges.

         The Creation and Sales Charges  reflected below are specified under the
Plans and may not be increased. The Fund also incurs expenses as described under
"The Fund." Fund expenses are not specified under the terms of the Plans and may
vary from year to year.


                                       2










                     15-YEAR PLAN INVESTMENTS AND DEDUCTIONS

                                           CREATION AND SALES CHARGE
                          ----------------------------------------------------------
                                      PER                          TO NET
  MONTHLY                   PER     INVEST-     TOTAL       TO     INVEST-  MONTHLY
   PLAN         TOTAL     INVEST-    MENT       SALES      TOTAL    MENT     PLAN
  INVEST-      INVEST-      MENT    13 THRU    CHARGE     INVEST-    IN     INVEST-
   MENT         MENT     1 THRU 12    180        (A)       MENT    SHARES    MENT
- ---------- ------------- --------- -------- ------------- ------- ------- ----------
                                                     
$    50.00 $    9,000.00 $   25.00       $0 $      300.00   3.33%   3.45% $    50.00
     75.00     13,500.00     37.50        0        450.00   3.33%   3.45%      75.00
    100.00     18,000.00     50.00        0        600.00   3.33%   3.45%     100.00
    125.00     22,500.00     62.50        0        750.00   3.33%   3.45%     125.00
    150.00     27,000.00     75.00        0        900.00   3.33%   3.45%     150.00
    166.66     29,998.80     83.33        0        999.96   3.33%   3.45%     166.66
    200.00     36,000.00    100.00        0      1,200.00   3.33%   3.45%     200.00
    250.00     45,000.00    125.00        0      1,500.00   3.33%   3.45%     250.00
    300.00     54,000.00    150.00        0      1,800.00   3.33%   3.45%     300.00
    350.00     63,000.00    175.00        0      2,100.00   3.33%   3.45%     350.00
    400.00     72,000.00    200.00        0      2,400.00   3.33%   3.45%     400.00
    450.00     81,000.00    225.00        0      2,700.00   3.33%   3.45%     450.00
    500.00     90,000.00    250.00        0      3,000.00   3.33%   3.45%     500.00
    600.00    108,000.00    300.00        0      3,600.00   3.33%   3.45%     600.00
    700.00    126,000.00    350.00        0      4,200.00   3.33%   3.45%     700.00
    800.00    144,000.00    400.00        0      4,800.00   3.33%   3.45%     800.00
    900.00    162,000.00    450.00        0      5,400.00   3.33%   3.45%     900.00
  1,000.00    180,000.00    500.00        0      6,000.00   3.33%   3.45%   1,000.00
  1,250.00    225,000.00    625.00        0      7,500.00   3.33%   3.45%   1,250.00
  1,500.00    270,000.00    675.00        0      8,100.00   3.00%   3.09%   1,500.00
  1,750.00    315,000.00    700.00        0      8,400.00   2.67%   2.74%   1,750.00
  2,000.00    360,000.00    750.00        0      9,000.00   2.50%   2.56%   2,000.00
  2,500.00    450,000.00    812.50        0      9,750.00   2.17%   2.21%   2,500.00
  5,000.00    900,000.00  1,250.00        0     15,000.00   1.67%   1.69%   5,000.00
 10,000.00  1,800,000.00  1,500.00        0     19,000.00   1.00%   1.01%  10,000.00


NOTES:

(A)  Does  not  include  an annual  service  fee paid by the Fund of up to 0.25%
     based on the Fund's average daily net assets.  See  "Distribution  Plan" on
     page __ of the Fund's Prospectus.


                                       3







               TOTAL 25-YEAR PLAN INVESTMENTS AND DEDUCTIONS WHEN
                       EXTENDED INVESTMENT OPTION IS USED

                                         CREATION AND SALES CHARGE
                          -------------------------------------------------------
                                      PER                         TO       NET
  MONTHLY                   PER     INVEST-    TOTAL     TO     INVEST-  MONTHLY
   PLAN         TOTAL     INVEST-    MENT      SALES    TOTAL    MENT     PLAN
  INVEST-      INVEST-      MENT    13 THRU   CHARGE   INVEST-    IN     INVEST-
   MENT         MENT     1 THRU 12    180       (A)     MENT    SHARES    MENT
- ---------- ------------- --------- -------- ---------- ------- ------- ----------
                                                 
$    50.00 $   15,000.00 $   25.00       $0 $   300.00   2.00%   2.04% $    50.00
     75.00     22,500.00     37.50        0     450.00   2.00%   2.04%      75.00
    100.00     30,000.00     50.00        0     600.00   2.00%   2.04%     100.00
    125.00     37,500.00     62.50        0     750.00   2.00%   2.04%     125.00
    150.00     45,000.00     75.00        0     900.00   2.00%   2.04%     150.00
    166.66     49,988.00     83.33        0     999.96   2.00%   2.04%     166.66
    200.00     60,000.00    100.00        0   1,200.00   2.00%   2.04%     200.00
    250.00     75,000.00    125.00        0   1,500.00   2.00%   2.04%     250.00
    300.00     90,000.00    150.00        0   1,800.00   2.00%   2.04%     300.00
    350.00    105,000.00    175.00        0   2,100.00   2.00%   2.04%     350.00
    400.00    120,000.00    200.00        0   2,400.00   2.00%   2.04%     400.00
    450.00    135,000.00    225.00        0   2,700.00   2.00%   2.04%     450.00
    500.00    150,000.00    250.00        0   3,000.00   2.00%   2.04%     500.00
    600.00    180,000.00    300.00        0   3,600.00   2.00%   2.04%     600.00
    700.00    210,000.00    350.00        0   4,200.00   2.00%   2.04%     700.00
    800.00    240,000.00    400.00        0   4,800.00   2.00%   2.04%     800.00
    900.00    270,000.00    450.00        0   5,400.00   2.00%   2.04%     900.00
  1,000.00    300,000.00    500.00        0   6,000.00   2.00%   2.04%   1,000.00
  1,250.00    375,000.00    625.00        0   7,500.00   2.00%   2.04%   1,250.00
  1,500.00    450,000.00    675.00        0   8,100.00   1.80%   1.83%   1,500.00
  1,750.00    525,000.00    700.00        0   8,400.00   1.60%   1.63%   1,750.00
  2,000.00    600,000.00    750.00        0   9,000.00   1.50%   1.52%   2,000.00
  2,500.00    750,000.00    812.50        0   9,750.00   1.30%   1.32%   2,500.00
  5,000.00  1,500,000.00  1,250.00        0  15,000.00   1.00%   1.01%   5,000.00
 10,000.00  3,000,000.00  1,500,00        0  10,000.00   0.60%   0.60%  10,000.00


NOTES:

(A)  Does  not  include  an annual  service  fee paid by the Fund of up to 0.25%
     based on the Fund's average daily net assets.  See  "Distribution  Plan" on
     page __ of the Fund's Prospectus.


                                       4






                                   A TYPICAL $100 MONTHLY INVESTMENT PLAN
                           (Assuming that all investments are made in accordance
                               with the terms of Pioneer Independence Plans)



                                                     AT THE END OF                AT THE END OF                AT THE END OF
                           AGGREGATE                    6 MONTHS                     1 YEAR                       2 YEARS
                             AMOUNT                 (6 INVESTMENTS)             (12 INVESTMENTS)             (24 INVESTMENTS)
                     -----------------------    -------------------------    ------------------------     ------------------------
                                     %                           %                            %                           %
                                 of Total                     of Total                    of Total                     of Total
                      Amount    Investment        Amount     Investment        Amount    Investment        Amount     Investment
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                       
15 YEARS
(180 INVESTMENTS)
Total Investments    $18,000    100.00%         $600        100%             $1,200      100%             $2,400     100%
Deduct:
  Creation and
    Sales Charge     $600       3.33%           $300        50%              $600        50%              $600       25%
Net Amount Invested
  in a Plan          $17,400    96.67%          $300        50%              $600        50%              $1,800     75%
25 YEARS
(300 INVESTMENTS)
Total Investments    $30,000    100.00%         $600        100%             $1,200      100%             $2,400     100%
Deduct:
  Creation and
    Sales Charge     $600       2.00%           $300        50%              $600        50%              $600       25%
Net Amount Invested
  in a Plan          $29,400    98.00%          $300        50%              $600        50%              $1,800     75%


NOTES:
(1)      Dividends and distributions received on Fund shares, during the periods
         shown,  have not been included or reflected in any way in the foregoing
         figures.
(2)      The 25-year  investment  schedule reflects the charges  applicable to a
         15-year Plan which is continued under the extended investment option.

                FUND ANNUAL EXPENSES (AFTER EXPENSE LIMITATION)
       (as a percentage of the Fund's estimated average daily net assets)

          Advisory Fee . . . . . . . . . . . . . . . .   0.75%
          12b-1 Fee  . . . . . . . . . . . . . . . . .   0.25%
          Other Expenses (estimated) . . . . . . .       0.50%
                                                         ----
          Total Expenses  . . . . . . . . . . . . . .    1.50%
                                                         ====

Pioneering Management Corporation, the Fund's investment adviser, has agreed not
to impose all or a portion of its management fee and to make other arrangements,
if necessary, to limit the operating expenses of the Fund to 1.50% of the Fund's
average daily net assets.  This  agreement is voluntary and temporary and may be
revised or terminated at any time after the  expiration of the 1998 fiscal year.
For  a  discussion  of  Fund  expenses,   refer  to  "Expense  Information"  and
"Management of the Fund" on pages ___ and ____ of the Fund's Prospectus.


                                       5





INVESTMENT OBJECTIVE OF THE FUND

         Pioneer  Independence  Fund  ("the  Fund") is an  open-end,  management
investment company. The Fund seeks capital appreciation. The Fund will invest in
a diversified portfolio of securities consisting primarily of common stocks. For
more  information  about the  Fund,  including  charges  and  expenses,  see the
attached  Fund  Prospectus.  Read it carefully  before you invest or send money.
Fund returns and share prices fluctuate and, upon  redemption,  the value of the
Fund shares held in a Plan may be more or less than the purchase price. The past
performance of an investment does not guarantee future results.

STARTING A PIONEER INDEPENDENCE PLAN

         To start a Plan, complete the attached Plan Application  indicating the
monthly Plan  investment  amount for your Plan.  Because a Plan is  specifically
designed for regular monthly investing,  you are encouraged to invest through an
automatic   investment  option  such  as  military  government  allotment  or  a
preauthorized check transaction (a "PACT").

         To elect an automatic investment option complete the required forms and
forward them to the Custodian. See "Automatic Investment Option" on page ___.

         To invest by check,  send your  check to the  Custodian  with your Plan
Application.  Write  your  check for the  amount of your  initial  monthly  Plan
investment and make it payable to Pioneer  Independence  Plans.  As described in
"Service  Charges  and Other  Fees," a  processing  fee may be charged  for each
investment made by check.

         After your Plan  Application  is  accepted  by the  Custodian  and your
initial  investment  is  received,  you will  receive a  confirmation  statement
showing the number of whole and fractional shares of the Fund purchased for your
Plan. After the initial investment,  Planholders should send regularly scheduled
monthly  Plan  investments,  made  payable to the  Pioneer  Independence  Plans,
directly to the  Custodian.  Each  monthly  Plan  investment,  after  applicable
deductions,  will be applied to the  purchase of Fund shares at the then current
net asset value. If the Custodian does not receive monthly Plan  investments for
a period of 12 consecutive  months,  then the Sponsor or Custodian may terminate
your Plan as described under "Termination of a Plan by the Sponsor or Custodian"
on page ___.

         A Planholder  may terminate a Plan  completely or partially at any time
as  described  on pages ___. Any  correspondence  regarding  your Plan should be
addressed to [insert entity], [insert address].

CREATION AND SALES CHARGES

         The Sponsor  receives a Creation and Sales Charge as  compensation  for
its  services  and  costs  in  creating  the  Plans  and   arranging  for  their
administration, for making the Fund shares available to Planholders at their net
asset value and for certain selling expenses and commissions with respect to the
Plans.  These  charges  are  deducted  from  each of the first 12  monthly  Plan
investments.  For example,  on a $100 a month Plan, $50 is deducted from each of
the first 12


                                       6





monthly  Plan  investments.  After  the  12th  investment,  Creation  and  Sales
Charges  no longer apply  to subsequent  monthly  investments.  Deductions  will
decrease  proportionately  on certain larger Plans.  See "Plan  Investments  and
Deductions" on page ____.

RIGHTS AND PRIVILEGES OF PLANHOLDERS

         A Plan is  established  in the  name of the  Planholder  at the time of
issuance and  constitutes  an individual  agreement  among the  Planholder,  the
Sponsor and the Custodian. No agent or other person has the authority to modify,
alter or  otherwise  change  the terms of the Plan or to bind the  Sponsor,  the
Custodian or the issuer of Fund shares by any  statement,  written or oral,  not
contained  in this  Prospectus.  Under  the terms of a Plan,  Planholders  enjoy
certain rights, privileges and options which are described as follows.

AUTOMATIC INVESTMENT OPTION

         If a Planholder wishes to have investments in a Plan made automatically
each month  without  having to write a check and mail it to the  Custodian,  the
Planholder may elect an automatic  investment option for the Plan. Each Plan for
which an automatic  investment  option has been elected is funded  automatically
each month through the  Planholder's  bank account,  PACT or, for U.S.  military
personnel,  a government allotment.  To initiate an automatic investment option,
the Planholder  should  complete the  appropriate  forms and forward them to the
Custodian.  A request to  terminate a PACT must be received by the  Custodian at
least 15 days prior to the date of the next scheduled monthly Plan investment.

PLANHOLDERS MAY QUALIFY FOR REDUCED SALES CHARGES

         To qualify for reduced Creation and Sales Charges,  the Planholder must
submit a written request that the face amounts of existing Plans and/or the then
current net asset value of other  Pioneer  mutual fund accounts be combined with
the face  amounts  indicated  on any new Plan  applications  for the  purpose of
determining the applicable Creation and Sales Charge for the new Plan(s).

         PURCHASING  TWO OR MORE  PLANS.  The face  amounts of two or more Plans
purchased  at one time by "any  person"  (see  below)  may be  combined  to take
advantage  of the lower  Creation  and Sales  Charges  available on larger sized
Plans.  Creation and Sales Charges will be determined by the face amounts of the
Plans selected.

         The term "any person" includes:

     [bullet]  an  individual,  his  or her spouse and their  children under the
               age  of  21  and  their   grandchildren  under  age  21  who  are
               beneficiaries  of a  Uniform  Gifts  to  Minors  Act  or  Uniform
               Transfers to Minors Act account in which the Planholder serves as
               custodian, or

     [bullet]  a trustee  or other  fiduciary of a single trust estate or single
               fiduciary account  (including a pension,  profit-sharing or other
               employee benefit trust created pursuant


                                       7





               to  a  plan  qualified under Section 401  of the Internal Revenue
               Code of 1986, as amended (the "Code")).

         RIGHTS OF  ACCUMULATION.  When purchasing any new Plan(s) or increasing
the face amount of any existing  Plan(s),  a right of accumulation may exist. If
such Plans are registered in the name of "any person" (see above), the Plans may
qualify for a reduced Creation and Sales Charge on the new Plan by combining the
face amount of the new Plan with the face  amount(s) of any existing  Plan(s) on
which  investments  due are current (see below) and/or with the current value of
shares owned in certain  other  Pioneer  funds for which  Pioneering  Management
Corporation or an affiliate is the investment manager.

         The new Plan  includes the total face amounts of any new Plans plus the
face amounts of Plans on which an increase in monthly  investments is requested.
For rights of  accumulation,  a Plan is  considered to be current if: (1) it has
been completed and not redeemed;  (2) it has not been completed but has at least
as many investments recorded as there are months elapsed since the establishment
date or since a Plan face amount  increase  date; or (3) the Planholder is a tax
qualified plan or an individual retirement account ("IRA").

MAKING INVESTMENTS AHEAD OF SCHEDULE TO COMPLETE A PLAN EARLY

         A  Planholder  may complete his or her Plan ahead of schedule by making
monthly Plan investments in advance of their normal due date, but the Planholder
may not  normally  make  more  than 24  investments  in any  one  calendar  year
(including the current  investment).  In addition to these  investments  made in
advance  of their  scheduled  dates,  a  Planholder  may make an  additional  24
investments during the life of the Plan. Monthly Plan investments may be accrued
and  periodically  paid in a lump sum to make a Plan that is in arrears  current
(see  "Planholders  May Qualify for Reduced Sales  Charges").  These  prepayment
rules may be waived for a transfer  or  rollover of an IRA into a Plan or in the
event of the death of the Planholder.  There is no reduction in the Creation and
Sales Charge for advance investments.

CHANGING THE FACE AMOUNT OF YOUR PLAN

         The  face  amount  of a Plan is the  total  value of the  monthly  Plan
investments scheduled by the Planholder to be made in his or her Plan. The range
of face amounts  offered is listed under "Plan  Investments  and  Deductions" on
page __.  Increases and decreases in face amount can be made by a written notice
to the Custodian,  accompanied by a new completed Plan Application. A Planholder
may change the face amount of a Plan under the following circumstances:

         A  Planholder  may  increase  the face amount of his or her Plan at any
time,  provided the new face amount is a face amount offered by the Sponsor.  An
increase  in the face  amount of a Plan does not  create  new  cancellation  and
refund rights as to the new Plan that is created.

         A  Planholder  may  decrease  the face amount of his or her Plan by 50%
within 12 investments of the  commencement  of a Plan. If a decrease is to occur
on an existing Plan that


                                       8





previously has been increased,  the decrease  cannot result in a new face amount
lower than that of the original Plan.

         For each face amount change, the Creation and Sales Charge already paid
on the existing Plan will be recomputed to reflect the new Plan face amount. The
Creation and Sales Charges already paid on the existing Plan will be credited to
the Creation and Sales Charge applicable to the new face amount. Excess Creation
and Sales Charges under a Plan will be invested  directly in Fund shares for the
Planholder  at the  net  asset  value  as of the  day  the  change  occurs.  Any
additional  Creation and Sales  Charges due under a Plan will be assessed on the
next 12 monthly Plan investments.

PARTIAL WITHDRAWAL OR REDEMPTION WITHOUT TERMINATION OF THE PLAN

         A Planholder  may request a partial  withdrawal or redemption of his or
her Fund shares without  terminating  the Plan, only if the Planholder has owned
his or her  Plan for at least 45  days.  Withdrawal  or  redemption  of all of a
Planholder's Fund shares will normally result in termination of the Plan.

         For Plans that have been owned for at least 45 days, the Planholder may
elect to withdraw up to 90% of the  underlying  Fund shares from his or her Plan
(and hold  such Fund  shares  directly)  or may  direct  the  Custodian,  as the
Planholder's  agent,  to withdraw and then redeem up to 90% of the  Planholder's
Fund  shares  and  pay the  proceeds  to the  Planholder.  Requests  under  this
privilege  that  exceed  90% of the net  asset  value of the Fund  shares in the
Planholder's  account may result in full redemption of the entire balance in the
Plan.

         A request for a partial withdrawal or redemption may be made in writing
or by  telephone.  While  there is  currently  no limit to the number of partial
withdrawals  or  redemptions  that  can be made by a  Planholder,  each  partial
withdrawal or redemption must be at least $100. Shares are withdrawn or redeemed
at their  net asset  value  next  determined  after a  request  in  proper  form
(including  signature  guarantees  and other  documentation,  if  applicable) is
received by the Custodian.  Requests  received in proper form prior to the close
of the New York Stock Exchange (the  "Exchange") on any business day of the Fund
will be  confirmed  at the price  determined  as of the  close of that  day.  As
discussed  under "Taxes," there may be federal  income tax  consequences  upon a
partial redemption of Fund shares.

         WRITTEN  REQUESTS.  Written  requests must be signed by all  registered
Planholders  and should be sent to the  Custodian.  Redemption  proceeds will be
mailed to the address of record unless instructions to the contrary are received
with the Planholders' signatures guaranteed. In the case of a cash withdrawal (a
redemption),  the Custodian or Sponsor may require additional documentation.  No
partial  withdrawal or redemption  shall affect the total number of monthly Plan
investments  to be made or the unpaid  balance of monthly Plan  investments.  As
discussed  under "Taxes," there may be federal  income tax  consequences  upon a
partial liquidation of Fund shares.

         If a cash withdrawal is: (a) more than $100,000, (b) made payable to an
individual other than the Planholder of record,  or (c) to be sent to an address
other than the  address of record,  a


                                       9





letter  of  instruction  will  be  required,  signed  by  all  Planholders  with
signatures guaranteed in a form acceptable to the Custodian. A Planholder should
be able to obtain an acceptable signature guarantee from a bank, broker, dealer,
credit  union  (if  authorized   under  state  law),   securities   exchange  or
association,  clearing agency or savings  association.  Signature guarantees are
not accepted by facsimile.  A notarized signature will not be sufficient for the
request to be in proper  order.  A signature  guarantee is not required for cash
withdrawals of $100,000 or less, if requested by and payable to all  Planholders
of  record,  and to be sent to the  address  of record  for that  Plan  account.
However,  the Sponsor reserves the right to require signature  guarantees on all
redemptions.  A signature guarantee is required in connection with most requests
for transfer of Plan ownership.  Also, a signature  guarantee is required if the
Sponsor or the  Custodian,  in the sole  discretion  of either,  believes that a
signature  guarantee is warranted.  All documents must be in proper order before
any withdrawals or redemptions can be executed.

         TELEPHONE   REQUESTS.   Telephone   withdrawals   and   redemptions  by
Planholders  will  automatically  be  authorized  for each  Plan  (except  Plans
established as retirement accounts) unless the Planholder indicates otherwise on
his or her Plan  Application.  For personal  assistance,  call the  Custodian at
1-800-xxx-xxxx  between [ ] a.m. and [ ] p.m. Eastern time on weekdays.  YOU ARE
STRONGLY URGED TO CONSULT WITH YOUR FINANCIAL REPRESENTATIVE PRIOR TO REQUESTING
ANY TELEPHONE TRANSACTION, AS THERE MAY BE TAX CONSEQUENCES AND/OR PENALTIES.

         A cash withdrawal can be made as a telephone  transaction  only if: (1)
the proceeds are made payable to the  Planholder(s)  of record and mailed to the
address of record;  (2) there has been no change in the address of record on the
Plan within the preceding 30 days; (3) the person  requesting the withdrawal can
provide proper  identification  information;  and (4) the proceeds do not exceed
$100,000.  The  cancellation  and  refund  rights  set  forth on page __ of this
Prospectus may not be exercised by telephone.  No telephone  transaction request
will be accepted  which  specifies a  particular  transaction  date or any other
special conditions.

         The  Sponsor  has made  arrangements  with  certain  dealers  to accept
telephone transaction  instructions from the dealer on behalf of Plans for which
the  dealer is the firm of  record.  The  Sponsor  reserves  the right to impose
conditions  on these  dealers,  including  the  condition  that they  enter into
agreements  (which  contain  additional  conditions  with  respect to  effecting
telephone  transactions) with the Sponsor.  Any resulting loss from the dealer's
failure to submit a telephone  transaction within the prescribed time frame will
be borne by that dealer.

         To confirm that each transaction  instruction  received by telephone is
genuine,  the  Custodian  will record each  telephone  transaction,  require the
caller  to  provide  proper  personal  identification  information  and send the
Planholder a written confirmation of each telephone  transaction.  If reasonable
procedures,  such as  those  described  above,  are  followed,  neither  Pioneer
Independence  Plans,  the Fund, the Custodian or the Sponsor will be responsible
for the  authenticity  of  instructions  received by telephone;  therefore,  the
Planholder  bears  the risk of loss for  unauthorized  or  fraudulent  telephone
transactions.  The Custodian or Sponsor may implement other procedures from time
to time. 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
Custodian by


                                       10





telephone  to  institute  a  transaction.  At  such  times, a  Planholder should
communicate with the Custodian in writing.

         GENERAL.  Normally,  a  Planholder  will be sent a check as a result of
redeeming  Fund  shares  under  this  or any of the  options  described  in this
Prospectus  within seven days after such a request is received by the  Custodian
and all  documents  are in proper order.  However,  the Custodian  will not mail
redemption  proceeds to a  Planholder  until  checks or other orders for payment
received for the Fund shares purchased by the Planholder have cleared.

         Redemptions may be suspended and payments of redemption proceeds may be
postponed during any period in which any of the following  conditions exist: the
Exchange is closed,  other than for customary weekends and holidays;  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 Securities and Exchange Commission, by order, so
permits.

REPLACEMENTS OF PARTIAL WITHDRAWALS

         After  a  partial  cash  withdrawal,  the  Planholder  may,  but is not
required to,  restore the value of his or her Plan by remitting to the Custodian
an amount equal to the amount  redeemed.  The reinvested  amount will be used to
purchase Fund shares for the  Planholder's  account at the next  determined  net
asset value for the Fund's  shares.  Any repayment of a partial cash  withdrawal
may not be made before 90 days from the date of  redemption,  except in the case
of Planholder accounts that are IRAs, for which a reinvestment may be made after
a period of 45 days. Full reinstatement of a partial cash withdrawal need not be
accomplished in one transaction if the amount  redeemed  exceeds $500.  However,
the  minimum  for each  reinvestment  is 25% of the  amount  withdrawn  or $500,
whichever  is less.  Replacements  of partial cash  withdrawals  must be clearly
identified as such to distinguish them from regular monthly Plan investments.

EXTENDED INVESTMENT OPTION

         Under the extended  investment option, a Planholder may continue making
monthly investments after completing all scheduled investments under a Plan. The
extended  investment option must be exercised within six months after completing
all scheduled investments under a Plan.

         If under this option a  Planholder  fails to make  regularly  scheduled
investments  for six  consecutive  months,  after being credited for any advance
investments made under the extended  investment option, the Planholder  forfeits
his or her right to make such additional  investments.  All extended  investment
options will  terminate on the date the 300th  monthly  investment is made under
the Plan, and no further investments will be accepted after that date.


                                       11





SYSTEMATIC WITHDRAWAL PROGRAM

         A Planholder may elect a systematic  withdrawal program upon completion
of all regularly scheduled investments. A Planholder may also elect a systematic
withdrawal program from an incomplete Plan if the withdrawal is to be taken from
a Plan that is part of an IRA and the Planholder has reached age 59 1/2.

         Under  a  systematic   withdrawal  program,   the  Custodian,   as  the
Planholder's  agent, will redeem sufficient Fund shares from the Plan at the net
asset  value  at the  time of such  redemption  to  provide  regular  withdrawal
payments  of $50 or more on a monthly  or  quarterly  basis,  as  elected by the
Planholder.  Except for the $50 minimum,  there is no  limitation on the size of
withdrawals.  All systematic  withdrawal program transactions will be made as of
the end of the day specified by the Planholder for the withdrawal (or, if such a
day is not a business day, the first business day after that date).

         A Planholder  has the right to change the dollar amount of  withdrawals
paid to him or her under the systematic  withdrawal  program or to discontinue a
systematic  withdrawal program at any time. There are no charges imposed for any
regular withdrawals under a systematic withdrawal program.

         The Plan will  remain in full  force and  effect  with all  rights  and
privileges  until all Fund  shares  have been  withdrawn  from the  Planholder's
account. While the systematic withdrawal program is in effect, a Planholder must
elect to reinvest all dividends and  distributions  in Fund shares to be held in
his or her Plan account.  A Planholder should realize that withdrawals in excess
of dividends and  distributions  will be made from  principal and may eventually
exhaust the Planholder's  account.  Also, a gain or loss for tax purposes may be
realized by the Planholder on each withdrawal payment.

         The Sponsor  reserves the right to discontinue  offering the systematic
withdrawal program at any time after 90 days' notification to all Planholders.

CANCELLATION AND REFUND RIGHTS

         A Planholder has certain rights of cancellation.

         Within 60 days after the first investment under a Plan (which, for this
purpose,  is the date  appearing on the  confirmation  statement  following  the
initial  investment),  the  Custodian  will  send a  notice  to  the  Planholder
regarding the Planholder's cancellation rights. A Planholder may elect to cancel
his or her Plan within 45 days of the mailing date of that notice by  submitting
a written request for  cancellation to the Custodian,  signed by the Planholder.
In addition,  a  cancellation  request  involving a Plan with current net assets
valued at more than $100,000 must be signature  guaranteed,  as described  under
"Partial  Withdrawal  or  Redemption  Without  Termination  of  the  Plan."  The
Planholder  will receive a payment equal to the sum of (1) the total current net
asset value of the Fund shares  credited to the  Planholder's  account as of the
end of the  business  day that  the  cancellation  request  is  received  by the
Custodian  and (2) a refund of all  Creation  and Sales  Charges  paid under the
Plan.


                                       12





         In addition,  at any time within an 18-month  period after the purchase
of a Plan,  the  Planholder  may surrender his or her Plan. To surrender a Plan,
the  Planholder  should send to the  Custodian a written  request  signed by the
Planholder.  In addition,  a surrender request involving a Plan with current net
assets valued at more than $100,000 must be signature  guaranteed,  as described
under "Partial  Withdrawal or Redemption Without  Termination of the Plan." Upon
surrender, the Planholder will receive from the Custodian a payment equal to the
sum of (a) the total current net asset value of the Fund shares  credited to the
Planholder's  account as of the end of the business day of the surrender and (b)
a refund equal to the amount of all sales  charges paid to the date of surrender
minus 15% of the gross amount the Planholder  has paid as of that date.  Service
charges and other fees will not be refunded.

         If a Planholder  surrenders his or her Plan under this cancellation and
refund privilege,  the Planholder may not reinstate his or her Plan at net asset
value until all Creation and Sales Charges included in the redemption amount are
first deducted from the  reinstatement  amount.  This  requirement is more fully
explained  below  in  "Replacement   Privilege  on  Termination."   Exercise  of
cancellation  rights  may be a  taxable  event for the  Planholder.  Planholders
should consult their tax advisers.

         The Custodian will send the Planholder a written notice of the 18-month
right of cancellation if either of the following occur:

          (1) If,  during  the first 15 months after the date of issuance of the
Plan, the Planholder has missed three or more investments; or

          (2) Following  the  first  15  months  after  the date of  issuance of
the Plan,  but  prior to the  expiration  of 18  months  after  such  date,  the
Planholder  has missed one or more  investments.  (If the  Custodian has already
sent a notice  at 15  months,  a second  notice  will  not be  required  even if
additional investments are missed.)

         These  notices  will  inform  the  Planholder  of his or her  rights of
cancellation  as set forth in the preceding  paragraph and will also include the
value of the Planholder's account at the time the notice is sent.

TERMINATION OF A PLAN BY THE PLANHOLDER AND WITHDRAWAL OF SHARES

         A  Planholder  may  terminate  a Plan at any time by  sending a written
request to the Custodian.

         In terminating a Plan, the Planholder may, by written request signed by
the  Planholder,  instruct the  Custodian to: (a) redeem the Fund shares held in
the  Planholder's  account or (b) deliver a confirmation  statement for the Fund
shares held under the Plan to the Planholder.

         If the Planholder  directs the redemption of Fund shares, the Custodian
will withdraw the Fund shares from the Plan account,  redeem the Fund shares and
send the proceeds directly to the Planholder. If the amount of the redemption is
more than $100,000,  is made payable to an individual  other than the Planholder
of record, or is to be sent to an address other than the


                                       13





address  of  record, the Planholder's  request  must  be signature guaranteed as
described  under "Partial  Withdrawal or Redemption  Without  Termination of the
Plan." All documents  must be in good order before a redemption can be executed.
The  redemption  price  will be the net  asset  value  of the Fund  shares  next
determined  after  such  documents  have been  received  in proper  order by the
Custodian.  The  redemption  of  Fund  shares  may be a  taxable  event  for the
Planholder.

         If the  Planholder  directs the  delivery of the Fund shares held under
the Plan, sufficient shares of the Fund will be redeemed by the Custodian to pay
any authorized  deductions  and/or  transfer taxes and the remaining Fund shares
will be registered in the name of the  Planholder.  A Planholder  who chooses to
receive Fund  shares,  may exchange his or her Fund shares for shares of certain
other Pioneer  mutual funds for which  Pioneering  Management  Corporation or an
affiliate  is the  investment  manager.  The  exchange  privilege  is more fully
described in the Fund's  Prospectus  under the caption  "Shareholder  Services."
Planholders  will not be permitted to exchange such shares back into the Fund or
to make additional direct investments in the Fund.

REPLACEMENT PRIVILEGE ON TERMINATION

         For  Plans  that  have  been  completely  terminated,  the  replacement
privilege  allows  reinvestment  of an  amount  equal to at least 10% of the net
asset value of the Fund shares  redeemed  from a Plan,  without any Creation and
Sales Charge except as described  below,  in a reopened  identically  registered
Plan  account.  Reinvestment  is made at the net asset value per Fund share next
determined  following the timely receipt by the Custodian of a replacement order
and  payment.  The  replacement  privilege  must  be  exercised  within  90 days
following  the date of  termination  of the Plan.  For the  federal  income  tax
effects of replacement and reinvestment, see "Taxes" on page __.

         The  replacement  privilege is available  to  Planholders  who have not
previously exercised this privilege. The replacement privilege does not abrogate
the partial withdrawal or redemption without termination  privilege described on
page  _____.  If a  Planholder  has  redeemed  Fund shares from a Plan under the
procedures  described  under  "Cancellation  and Refund Rights" on page ___, the
Planholder will not be permitted to replace at net asset value the proceeds from
such a cancellation or refund until all refunded Creation and Sales Charges have
been deducted from the amount offered for the replacement.

         The Sponsor may in its sole  discretion  offer  additional  replacement
options from time to time.

DIVIDENDS AND DISTRIBUTIONS

         All Fund dividends and distributions,  after any applicable deductions,
are reinvested  automatically in additional shares of the Fund as of the payment
date, at the net asset value  determined on the ex-dividend date of the dividend
or  distribution,  unless the  Planholder  elects to receive  the  dividends  or
distribution  in  cash.  No  Creation  and  Sales  Charge  is made  on any  such
reinvestments.  If the  Planholder  wishes to receive  the  dividends  and other
distributions  in cash -  rather  than in  additional  shares  of the Fund - the
Planholder must so instruct the Custodian in


                                       14





writing.  Such   instructions  must  be  received  at  least seven days prior to
the record date of a dividend or  distribution.  A  Planholder  may change these
instructions at any time.

         Dividends and other  distributions  by the Fund are made on a per-share
basis. After every  distribution,  the value of a Fund share drops by the amount
of the distribution. If a Plan investment is made shortly before the ex-dividend
date of the dividend or distribution, the Planholder will pay the full price for
the shares including the amount that is soon to be paid as a dividend.

VOTING RIGHTS IN FUND SHARES

         Pioneer  Independence  Plans, as a shareholder of the Fund, has certain
voting  rights  in Fund  shares  which are held on  behalf  of the  Plans.  Each
Planholder  is  permitted to exercise  voting  rights  attributable  to the Fund
shares held in the Planholder's account. The Custodian will vote the Fund shares
held  in  a   Planholder's   account  in  accordance   with  that   Planholder's
instructions.  In the absence of such  instructions,  the Custodian  will vote a
Planholder's  shares in the same  proportion as it votes the shares for which it
has received instructions from other Planholders.

         Planholders may attend any  shareholder  meetings of the Fund, and if a
Planholder  wishes to vote in  person  the Fund  shares  held in his or her Plan
account,  the Planholder may submit a written  request to the Custodian prior to
the  meeting for a proxy which will permit the Fund shares to be voted in person
by the Planholder.

TRANSFER OR ASSIGNMENT OF RIGHTS IN A PLAN

         If a Planholder  desires to secure a loan, the Planholder (other than a
tax qualified  retirement plan or an IRA) may assign his or her rights to a bank
or other lending institution.  The bank or other lending  institution,  however,
will not be entitled to exercise the right of partial  withdrawal or redemption.
During  the term of the  assignment,  the  Planholder  will be  entitled  to all
dividends and distributions on Fund shares.

         A Planholder may also transfer his or her rights to another person: for
example, a relative,  charitable  institution or trust. This may be accomplished
in several ways:

          (1) A  Planholder  may  transfer  his or her right, title and interest
to another person whose only right shall be the privilege of complete and prompt
withdrawal from the Plan; or

          (2) A  Planholder may  transfer  his  or  her entire right,  title and
interest to another person,  trustee or custodian acceptable to the Sponsor, who
has made application to the Sponsor for a similar Plan.

         The Custodian will provide Planholders with the appropriate  assignment
forms upon request.  Transfers may be subject to income and other taxes, and may
be  restricted  for  those  Plans  held in  connection  with  IRAs or  qualified
retirement plans.


                                       15





STATEMENTS, REPORTS AND NOTICES

         For the first 18 months  after the  issuance of a Plan,  the  Custodian
will  mail to each  Planholder  a  confirmation  statement  for  each  financial
transaction as it occurs. Beginning after the 19th month, the Custodian may mail
statements to Planholders quarterly.  Each transaction  confirmation  statement,
quarterly  statement or other statement,  as required,  will state the price per
share of the Fund shares  purchased  after  applicable  deductions and the total
number of Fund shares held in the Planholder's account. Any notices,  reports or
documents  required or authorized to be given or sent to a Planholder under this
Prospectus will be  conclusively  deemed to have been given or sent upon mailing
to the  Planholder's  address of record,  and the date of such mailing  shall be
deemed the date of the giving of such notice.

TERMINATION OF A PLAN BY THE SPONSOR OR CUSTODIAN

         Although a Plan calls for regular  monthly  investments  over a 15-year
period or for an extended 25-year period,  neither the Sponsor nor the Custodian
can elect to  terminate a Plan until 300  investments  have been made unless the
Planholder  has not made  investments  under  his or her  Plan for more  than 12
consecutive  months or unless Fund shares are not  obtainable and a substitution
is not made.  The period of default will not start until a  Planholder  has been
given full credit for a period  equal to the number of any advance  monthly Plan
investments made.

         After 300  investments,  or if other events  justify  termination,  the
Sponsor or the Custodian has the right to terminate a Plan 60 days after mailing
a written notice to the Planholder. Such notice will request that the Planholder
elect  to have the  Plan  distributed  either  in cash or in Fund  shares  after
deduction of all authorized  charges,  fees and expenses.  On  termination,  the
Custodian (as the  Planholder's  agent) may surrender for liquidation all of the
Fund shares credited to a Planholder's account, or sufficient Fund shares to pay
all authorized deductions. The balance of Fund shares and/or cash, after payment
of all  authorized  deductions,  will be held by the Custodian for delivery to a
Planholder against the surrender of a Plan.

         No interest will be paid by the Custodian on any cash balances.  If the
Plan is not  surrendered  within 60 days  after the notice of  termination,  the
Custodian,  at its discretion,  may at any time  thereafter  fully discharge its
obligations by mailing a confirmation  statement for the Fund shares or a check,
drawn in  accordance  with the terms of the Plan, to the address of record noted
in the Plan account.  The Planholder  will then have no further rights under his
or her Plan except that if the  confirmation  statement  or check is returned to
the Custodian undelivered,  the Custodian will continue to hold these assets for
the benefit of the Planholder, subject only to the escheatment laws.

SERVICE CHARGES AND OTHER FEES

         Except as described  below,  there are currently no deductions  against
Planholders'   accounts  or  against  Fund  dividends  and/or  distributions  to
compensate the Sponsor or the Custodian for its services.


                                       16





         If a Plan is not current and no Plan  investments  have been made for a
12-month  period,  the  Custodian  will deduct for its services a fee of $12 per
year.  A charge of $2.50  will be  deducted  for each  monthly  Plan  investment
received  by check or other  order for the payment of money which is not honored
by the bank on which it is drawn (up to a maximum of $5 per event).  A charge of
$2.50 will be made for  terminating  a Plan on which  investments  have not been
completed.

         Plans established as IRAs are subject to an annual IRA custodial fee of
$10 which is paid to The Pioneer Group, Inc., as IRA custodian.  This annual fee
will be deducted  from the Plan account  unless a separate  check is received in
payment of the IRA custodial fee.

         The Fund and the Sponsor  reserve the right to impose a processing  fee
of $1.50 for each monthly Plan investment  received by check (up to a maximum of
$5 per event). No charge will be imposed on the initial  investment to establish
a Plan.  There is no processing fee on monthly Plan  investments made through an
automatic investment option.

         All other  Custodian fees which would  otherwise be charged to the Plan
or the Planholders, or deducted from Fund dividends and/or distributions, may be
paid by the Fund  voluntarily.  Although there is no current intention to do so,
the Fund reserves the right to cease paying such fees, and the Sponsor  reserves
the right to cause  deductions in the future against the Plans, the Planholders,
and Fund  dividends  and/or  distributions  to compensate  the Custodian for its
services.

TAXES

         Under the Code,  each  Planholder  is deemed,  for  federal  income tax
purposes,  to own  directly  the  Fund  shares  accumulated  in his or her  Plan
account.   Designated   long-term   capital   gain   distributions,   which  are
automatically  reinvested  in additional  Fund shares,  are treated as long-term
capital gains.  The tax cost of the Fund shares  acquired is the amount paid for
those shares, including the Creation and Sales Charge.

         As  more  fully  described  under  "Federal  Tax  Information"  in  the
Prospectus  of the  Fund,  dividends  and  distributions  paid by the  Fund  are
reportable  for federal  income tax purposes by  Planholders  who are  otherwise
subject to federal  income tax.  Dividends and  distributions  are reportable by
Planholders  regardless of whether the amounts are invested in additional shares
of the Fund or are received in cash.

         Gains realized on cash withdrawals (redemptions) generally also will be
subject to taxes,  and the ability to deduct losses from such redemptions may be
limited.  There may also be  limitations  on the amount of loss a Planholder may
recognize  in  the  event  of  cancellation  and  refund  or a  replacement  and
reinvestment.  In general,  the Code restricts loss  recognition when securities
are sold and  reacquired in a short period of time;  these  restrictions  may in
certain circumstances apply to Planholders.

         An appropriate  notice regarding taxes will be sent to Planholders each
year  by  the  Custodian.   Any taxes payable with respect to any of the profits
realized on sales or transfers  by the  Custodian  or the


                                       17





Sponsor  of  Fund  shares  or  other property credited to a Planholder's account
in  accordance  with the  provisions  of a Plan and any taxes levied or assessed
with  respect  to  Fund  shares  or the  income  therefrom  shall  be  borne  by
Planholders individually and not by the Custodian or the Sponsor.

         The  foregoing  is a  brief  summary  of  certain  federal  income  tax
consequences   to  Planholders   of  investing  in  the  Fund  through   Pioneer
Independence Plans. Planholders should consult the Fund Prospectus and Statement
of Additional Information and their tax advisers for additional information.

THE FUND

         The objective and investment policies of Pioneer  Independence Fund are
described  in the  attached  Prospectus  of the  Fund.  Shares  of the  Fund are
credited to a Plan, after applicable deductions are made, at the net asset value
as of the end of the  business  day on which the  Custodian  receives the Plan's
investments.

         Dividends and  distributions  paid on Fund shares will be reinvested by
the  Custodian in  additional  Fund shares for the Plans at the then current net
asset value, unless a Planholder elects to receive them in cash.

         The Fund incurs certain  advisory fees and other  expenses.  These fees
and  expenses may vary.  The Fund is governed by its own Board of Trustees,  and
Pioneer  Independence Plans does not fix or specify the level of expenses of the
Fund. The Fund's fees and expenses, including the Fund's payment of Plan custody
charges,  are described in detail in the Fund's  Prospectus and in its Statement
of Additional Information.

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

SUBSTITUTION OF THE UNDERLYING INVESTMENT

         The Sponsor may substitute the shares of another  investment  medium as
the underlying  investment for the shares of the Fund if it deems such action to
be in the best interests of Planholders. Such substituted shares generally shall
be comparable in character and quality to the present Fund shares,  and shall be
registered with the Securities and Exchange  Commission under the Securities Act
of 1933, as amended. Before any substitution can be effected, the Sponsor must:

         1.    To the extent required, obtain an order from the  Securities  and
               Exchange   Commission  approving  such  substitution  under   the
               provisions of Section 26(b) of the 1940 Act;

         2.    Submit  written  notice  of  the  proposed  substitution  to  the
               Custodian;


                                       18





         3.    Submit  written  notice  of  the  proposed  substitution  to each
               Planholder,  giving a reasonable  description of  the substituted
               fund  shares,  disclosing  that  unless  the  Plan is surrendered
               within 30 days of the date of mailing such notice, the Planholder
               will be considered to  have consented to the  substitution and to
               have  agreed to bear  his or her  pro  rata share of expenses and
               taxes in connection with the substitution; and

         4.    Provide the Custodian with a signed certificate  stating that the
               required notice has been given to Planholders.

         If a Plan is not  surrendered  within  30 days  from  the  date of such
notice,  the Custodian shall purchase the shares of the substituted fund for the
Plan with the proceeds of any Plan investments  received from the Planholder and
any dividends or  distributions  which may be reinvested for the Plan. If shares
of the  substituted  fund are also to be substituted for the Fund shares already
held,  the Sponsor  must  arrange for the  Custodian  to be  furnished,  without
payment of a sales  charge or fees of any kind,  with shares of the  substituted
fund having an  aggregate  value equal to the value of the Fund shares for which
they are to be exchanged. A substitution may be a taxable event for Planholders.

         If the Fund shares are not  available  for purchase for a period of 120
days or longer,  and the Sponsor fails to substitute other shares, the Custodian
may, but is not  required  to,  select a  substitute  underlying  investment  or
terminate  Pioneer  Independence  Plans.  If the Custodian  selects a substitute
investment,  it shall,  to the extent  required,  first obtain an order from the
Securities  and Exchange  Commission  approving such  substitution  as specified
above and then shall notify the Planholder, and if, within 30 days after mailing
such notice,  the  Planholder  gives written  approval of the  substitution  and
agrees  to bear his or her pro rata  share of  actual  expenses,  including  tax
liability sustained by the Custodian, the Custodian may thereafter purchase such
substituted  shares.  The  Planholder's  failure to give such  written  approval
within the 30-day  period shall give the Sponsor the  authority to terminate the
Plan.

         If shares of the Fund are not  available  for  purchase for a period of
120 days or longer, and neither the Sponsor nor the Custodian  substitutes other
shares, the Custodian shall have authority,  without further action on its part,
to terminate the Plans.

         The   underlying   investment   could   change  under   certain   other
circumstances.  For instance, the Fund could be reorganized with, or acquired by
or merge with  another  entity,  which would  result in a Plan  investing in the
successor to any such transaction.

RETIREMENT PLANS

         A Plan may be purchased by tax-sheltered  retirement  plans,  including
IRAs and qualified  pension and profit  sharing  plans.  The Pioneer  Individual
Retirement Plan (the "Pioneer IRA") is offered by the Sponsor.  Pioneer IRAs may
be established through  contributions to a Plan or through a lump sum investment
in a Plan from the  proceeds of a rollover of prior year  qualified  assets or a
direct  transfer  of  qualified  assets  from  other  fiduciary  agencies.  Such
rollovers or


                                       19





transfers may contain either or both employer sponsored  retirement  assets  and
owner contributions.

         Detailed  information  concerning the Pioneer IRA is available from the
Sponsor.  This information should be read carefully,  and prospective  investors
should consult with an attorney or tax adviser regarding the establishment of an
IRA in connection with a Plan. The information sets forth the additional service
fees  charged for IRAs and  describes  the federal  income tax  consequences  of
establishing an IRA. Under the Pioneer IRA,  dividends and distributions will be
reinvested automatically in additional Fund shares for the Plan. As described in
"Service Charges and Other Fees," a maintenance fee is charged on Pioneer IRAs.

         Premature termination of a Plan can have adverse financial consequences
and therefore prospective investors should consider carefully whether the IRA or
other  qualified  retirement  plan will have the financial  resources to honor a
15-year commitment to making monthly Plan investments.

THE SPONSOR

         Pioneer Funds Distributor, Inc., 60 State Street, Boston, Massachusetts
02109-1820,  is a Massachusetts  corporation organized on March 2, 1989. It is a
broker-dealer  registered under the Securities Exchange Act of 1934 and a member
of the National  Association  of Securities  Dealers,  Inc.  (the  "NASD").  The
Sponsor is a wholly owned subsidiary of Pioneering Management  Corporation.  The
Sponsor's directors and executive officers are listed below.

NAME, POSITIONS AND OFFICES
- ---------------------------

JOHN F. COGAN, JR., CHAIRMAN AND DIRECTOR
     President,  Chief  Executive  Officer and a Director of The Pioneer  Group,
Inc.  ("PGI");  Chairman  and a Director of  Pioneering  Management  Corporation
("PMC");  Director of Pioneering Services Corporation  ("PSC"),  Pioneer Capital
Corporation ("PCC"),  Pioneer Real Estate Advisors,  Inc., Pioneer Forest, Inc.,
Pioneer Explorer,  Inc., Pioneer  Management  (Ireland) Ltd. ("PMIL") and Closed
Joint Stock Company  "Forest-Starma";  President and Director of Pioneer  Metals
and Technology,  Inc. ("PMT"),  Pioneer International Corp.  ("PIntl"),  Pioneer
First Russia, Inc. ("First Russia") and Pioneer Omega, Inc. ("Omega");  Chairman
of the Board and Director of Pioneer  Goldfields  Limited  ("PGL") and Teberebie
Goldfields  Limited;   Chairman  of  the  Supervisory  Board  of  Pioneer  Fonds
Marketing,  GmbH ("Pioneer  GmbH"),  Pioneer First Polish Trust Fund Joint Stock
Company,  S.A.  ("PFPT") and Pioneer Czech Investment  Company,  A.S.  ("Pioneer
Czech");  Chairman,  President  and Trustee of all of the Pioneer  mutual funds;
Director  of Pioneer  Global  Equity  Fund Plc,  Pioneer  Global  Bond Fund Plc,
Pioneer DM Cashfonds Plc,  Pioneer European Equity Fund Plc, Pioneer Central and
Eastern  Europe Fund Plc,  and Pioneer  U.S.  Real Estate Fund Plc; and Partner,
Hale and Dorr LLP (counsel to PGI and the Fund).

ROBERT L. BUTLER, DIRECTOR AND PRESIDENT
     Executive Vice President and a Director of PGI; Director of PMC, PMIL, PSC,
PIntl,  Pioneer Czech,  Pioneer Global Equity Fund Plc, Pioneer Global Bond Fund
Plc, Pioneer DM


                                       20





Cashfonds   Plc,   Pioneer   European  Equity  Fund  Plc,  Pioneer  Central  and
Eastern Europe Fund Plc, and Pioneer U.S. Real Estate Fund Plc; Vice Chairman of
Pioneer GmbH; and a Member of the Supervisory Board of PFPT.

DAVID D. TRIPPLE, DIRECTOR
       Executive  Vice  President  and  a  Director  of  PGI;  President,  Chief
Investment  Officer and a Director of PMC; Director of PCC, PIntl, First Russia,
Omega and Pioneer SBIC Corporation ("Pioneer SBIC"),  Pioneer Global Equity Fund
Plc,  Pioneer Global Bond Fund Plc,  Pioneer DM Cashfonds Plc,  Pioneer European
Equity Fund Plc,  Pioneer  Central and Eastern Europe Fund Plc, and Pioneer U.S.
Real Estate Fund Plc; and  Executive  Vice  President  and Trustee of all of the
Pioneer mutual funds.

WILLIAM H. KEOUGH, TREASURER
       Senior Vice  President,  Chief  Financial  Officer and  Treasurer of PGI;
Treasurer of PMC, PSC, PCC,  PIntl,  PMT, PGL,  First Russia,  Omega and Pioneer
SBIC; and Treasurer of all of the Pioneer mutual funds.

JOSEPH P. BARRI, CLERK
       Corporate Secretary of PGI and most of its subsidiaries; Secretary of all
of the Pioneer mutual funds; and Partner, Hale and Dorr LLP.

SENIOR VICE PRESIDENTS:  Steven M. Graziano and Stephen W. Long.

VICE  PRESIDENTS:  Mary  Kleeman, Barry  G.  Knight, William  A. Misata, Anne W.
Patenaude, Gail A. Smyth, Constance D. Spiros and Marcy L. Supovitz.

         Commissions  ranging  from 80% to 95% of the total  Creation  and Sales
Charges  will be paid to  authorized  investment  broker-dealer  firms  that are
members of the NASD and have executed a sales agreement with the Sponsor.

THE CUSTODIAN

         [___________________________________],  [___________________],  [____],
[__________________], acts as Custodian for Pioneer  Independence Plans pursuant
to a  custodian  agreement  with the  Sponsor,  dated  [__________],  199_  (the
"Custodian  Agreement").  The Custodian is a [___________]  organized  under the
laws of [___________].

         Investments  under a Plan  should be payable  to  Pioneer  Independence
Plans  and  sent to the  Custodian.  After  making  authorized  deductions,  the
Custodian  applies the  remaining  balance of the  investment to the purchase of
Fund  shares  for a Plan.  The  Custodian  holds  these  shares in its  custody,
receiving  dividends and  distributions  which are  automatically  reinvested in
additional  Fund shares for the Plan  accounts,  unless a  Planholder  elects to
receive cash.

         The duties of the Custodian under the Custodian  Agreement  include the
receipt of all investments  from  Planholders  and income  dividends and capital
gains distributions on Fund shares, the processing of all authorized  deductions
therefrom  and the  purchase and  retention of Fund shares for the  Planholders'
accounts.  The Custodian also effects partial or complete


                                       21





liquidations  of  Plans  in connection  with  withdrawals  or  terminations  and
the various other functions discussed above.

         The Custodian has assumed only those obligations  specifically  imposed
on it under the Custodian Agreement. The Custodian has no responsibility for the
choice of the underlying  investment,  for the investment policies and practices
of the  Fund or for the  acts or  omissions  of the  Sponsor  or the  investment
manager of the Fund.

         The  Custodian  Agreement  cannot be  amended to affect  adversely  the
rights and privileges of the Planholders without their written consent.  Neither
may the Custodian  resign unless an eligible  successor has been  designated and
has accepted the  custodianship.  Such successor must be a bank or trust company
having capital, surplus and undivided profits totaling at least $2,000,000.  The
Custodian may be changed without notice to, or the approval of, the Planholders.
The Custodian may terminate its obligation to accept new Plans for custodianship
if the Sponsor  fails to perform  certain  activities  it is required to perform
under the  Custodian  Agreement or if the  Custodian  terminates  the  Custodian
Agreement upon 90 days' notice to the Sponsor.

PIONEER INDEPENDENCE PLANS

         Pioneer  Independence Plans is considered to be a unit investment trust
under the 1940 Act and is  registered as such with the  Securities  and Exchange
Commission.  Such  registration  does not imply  supervision  of  management  or
investment practices or policies by the Commission.

         Pioneer Independence Plans is currently registered in all states except
______.  Applications for such registration  have been made by the Sponsor.  The
Plans may be offered in all states where it is lawful to do so.

Periodic/S-6new12


                                       22





     The prospectus for the Fund contained in its registration statement on Form
N-1A,  filed with the  Securities  and Exchange  Commission on December 12, 1997
(Accession No. 0001051010-97-000012), is incorporated herein.





                           UNDERTAKING TO FILE REPORTS


         Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, as amended, the undersigned registrant undertakes to file
with the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.


                       CONTENTS OF REGISTRATION STATEMENT


         This registration statement comprises the following papers and
documents:

         The facing sheet

         Reconciliation and tie of information in Prospectus with items of
         Form N-8B-2

         The Prospectus consisting of 24 pages

         The prospectus for Pioneer Independence Fund (underlying security)

         The undertaking to file reports

         Signatures

         Written consent of the following person:  Arthur Andersen LLP (see
         Exhibit 1(B))

         The following exhibits:

           EXHIBIT NO.                                 DESCRIPTION

           1. (A)(1)        Form of Custodian Agreement between Pioneer Funds
                            Distributor, Inc. and [__________________________
                            ______] (depositor and custodian, respectively)
           1. (A)(2)        Not applicable
           1. (A)(3)(a)     Form of Sponsorship Agreement for the Registrant*
           1. (A)(3)(b)     Form of Sales Agreement between Pioneer Funds
                            Distributor, Inc. and other broker-dealers*
           1. (A)(3)(c)     Schedules of sales commissions
           1. (A)(4)        Not applicable
           1. (A)(5)        Not applicable
           1. (A)(6)        Certificate of incorporation and by-laws of Pioneer
                            Funds Distributor, Inc.
           1. (A)(7)        Not applicable
           1. (A)(8)        Form of Underwriting Agreement between Pioneer Funds
                            Distributor, Inc. and Pioneer Independence Fund
           1. (A)(9)        Not applicable





           EXHIBIT NO.                                   DESCRIPTION

           1. (A)(10)       Form of investment application
           1. (B)           Written consent of Arthur Andersen LLP
           2.               Opinion of counsel as to the legality of the
                            securities being registered*
           3. (1)(b)        Not applicable
           3. (1)(c)        Financial Statements of Pioneer Funds Distributor,
                            Inc.:

                            Consolidated Balance Sheet at September 30, 1997
                            (unaudited)
                            Consolidated Statement of Income at September 30,
                            1997 (unaudited)

                            Consolidated Balance Sheet at December 31, 1996
                            Consolidated Statement of Income for the year ended
                            December 31, 1996
                            Consolidated Statement of Changes in Stockholder's
                            Equity for the year ended December 31, 1996
                            Consolidated Statement of Cash Flows for the year
                            ended December 31, 1996
                            Notes to Consolidated Financial Statements at
                            December 31, 1996
                            Report of Independent Public Accountants at
                            February 21, 1997

                            ___________________________
                            *To be filed by amendment.





                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the sponsor
of the registrant has caused this registration statement to be signed on behalf
of the registrant thereto duly authorized in the City of Boston and the
Commonwealth of Massachusetts on the 12th day of December, 1997.

                                         PIONEER INDEPENDENCE PLANS
                                            (Name of Registrant)

                                         By:  PIONEER FUNDS DISTRIBUTOR, INC.



                                         By:  /s/ John F. Cogan, Jr.
                                              John F. Cogan, Jr.
                                              Chairman


         Pursuant to the requirements of the Securities Act of 1933, the
registrant's sponsor has duly caused this registration statement to be signed on
the registrant's behalf by following persons in the capacities indicated on
December 12, 1997:

Signature                       Title

/s/ John F. Cogan, Jr.          Chairman (Chief Executive          )
John F. Cogan, Jr.              Officer) and Director, Pioneer     )
                                Funds Distributor, Inc.            )
                                                                   )
                                                                   )
/s/ Robert L. Butler            Director, Pioneer Funds            )
Robert L. Butler                Distributor, Inc.                  )
                                                                   )
                                                                   )
/s/ David D. Tripple            Director, Pioneer Funds            )
David D. Tripple                Distributor, Inc.                  )
                                                                   )
                                                                   )
/s/ William H. Keough           Treasurer (Principal Financial     )
William H. Keough               and Accounting Officer),           )
                                Pioneer Funds Distributor, Inc.    )