PIONEER INDEPENDENCE FUND, DEFS14A, 2000-07-27

PIONEER INDEPENDENCE FUND
DEFS14A, 2000-07-27

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[X] Definitive Additional Materials

[ ] Soliciting Material Pursuant to ss.240.14a-12

Pioneer Independence Fund
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
<PAGE>

PIONEER INDEPENDENCE FUND
60 State Street
Boston, Massachusetts 02109
1-800-225-6292

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

SCHEDULED FOR SEPTEMBER 11, 2000

This is the formal agenda for your fund's special shareholder meeting. It
tells you the matters you will be asked to vote on and the time and place of
the meeting, in case you want to attend in person.

To the shareholders of Pioneer Independence Fund:

A special meeting of shareholders of your fund will be held at the offices
of Hale and Dorr LLP, 60 State Street, 26th Floor, Boston, Massachusetts on
September 11, 2000 at 2:00 p.m., Boston time, to consider the following:

1. A proposal to approve a new management contract between the fund and
Pioneer Investment Management, Inc., your fund's investment adviser
("Pioneer"). This new contract will take effect only if the proposed
acquisition of The Pioneer Group, Inc. ("PGI"), the parent of
Pioneer, by UniCredito Italiano S.p.A. ("UniCredito") is consummated;

2. To elect the eight trustees of the fund, as named in the attached
proxy statement, to serve on the board of trustees until their
successors have been duly elected and qualified; and

3. To consider any other business that may properly come before the
meeting.

To the investors ("plan owners") of Pioneer Independence Plans ("plans"):

You are being asked to vote on the proposals listed above on the enclosed
voting instruction card. Your vote will instruct the plans' custodian how to
vote fund shares in your plan at the special meeting of shareholders.

YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL THE PROPOSALS. APPROVAL
OF A NEW MANAGEMENT CONTRACT IS REQUIRED BECAUSE OF THE CHANGE IN CONTROL OF
PGI. THERE ARE NO MATERIAL DIFFERENCES BETWEEN THE EXISTING MANAGEMENT CONTRACT
AND THE PROPOSED MANAGEMENT CONTRACT. APPROVAL OF PROPOSAL 1 WILL NOT INCREASE
THE MANAGEMENT FEE RATE PAYABLE BY THE FUND.

8613-00-0600

<PAGE>

Shareholders of record as of the close of business on July 13, 2000 are
entitled to vote at the meeting and any related follow-up meetings.

By Order of the Board of Trustees,

Joseph P. Barri, Secretary

Boston, Massachusetts
July 24, 2000
-----------------

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY OR, IF YOU ARE A PLAN OWNER, THE ENCLOSED VOTING INSTRUCTION
CARD.
<PAGE>

PROXY STATEMENT OF
PIONEER INDEPENDENCE FUND
60 State Street
Boston, Massachusetts 02109
1-800-225-6292

SPECIAL MEETING OF SHAREHOLDERS

This proxy statement contains the information you should know before
voting on the proposals summarized below.

The fund will furnish without charge a copy of its most recent annual
report and any more recent semiannual report to any shareholder or plan owner
upon request. If you want to obtain a copy of the fund's reports, contact your
investment dealer, send a request to Boston Financial Data Services, P.O. Box
8300, Boston, Massachusetts 02266-8300 or call 1-800-765-9565 weekdays between
8 a.m. and 6 p.m. Eastern time.

INTRODUCTION

This proxy statement is being used by the board of trustees of your fund
to solicit proxies to be voted at a special meeting of shareholders of your
fund. The fund's special meeting will be held at the offices of Hale and Dorr
LLP, 60 State Street, 26th Floor, Boston, Massachusetts 02109 at 2:00 p.m.,
Boston time, on September 11, 2000, and at any adjournments of the meeting to a
later date, for the purposes as set forth in the accompanying notice of special
meeting of shareholders.

This proxy statement and the enclosed proxy/voting instruction card are
being mailed to shareholders on or about July 24, 2000. The annual report for
the fund for its most recently completed fiscal year was previously mailed to
shareholders.

The special shareholder meeting is being called to consider, among other
things, proposals related to the proposed acquisition (the "Transaction") of
all of the outstanding shares of The Pioneer Group, Inc. ("PGI"), the parent
company of the fund's investment adviser, Pioneer Investment Management, Inc.
("Pioneer"), by UniCredito Italiano S.p.A. ("UniCredito") and companies
controlled by UniCredito. If Proposal 1, regarding the approval of the proposed
management contract (as defined below), is adopted and the Transaction is
consummated, Pioneer will continue as the investment adviser to the fund. The
Transaction is conditioned upon approval of Proposal 1 by shareholders of the
fund and approval of similar proposals by shareholders of other funds in the
Pioneer Family of Funds, together representing at least 92.5% of the aggregate
assets in the Pioneer Family of Funds. The Transaction and the terms of the
proposed management contract are discussed below.

WHO IS ELIGIBLE TO VOTE

If you hold shares of the fund directly:

Shareholders of record of the fund as of the close of business on July 13,
2000 (the "record date") are entitled to vote on all of the fund's business at
the special shareholder

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meeting and any adjournments thereof. (Investors of Pioneer Independence Plans
hold fund shares indirectly. Please see the following section captioned "If you
are a plan owner.") Each share is entitled to one vote. Shares represented by
properly executed proxies, unless revoked before or at the meeting, will be
voted according to shareholders' instructions. If you sign a proxy, but do not
fill in a vote, your shares will be voted in favor of each of the nominees for
trustee and to approve the other proposals. If any other business comes before
the special shareholder meeting, your shares will be voted at the discretion of
the persons named as proxies.

If you are a plan owner:

Pioneer Independence Plans is the record owner of the fund shares in your
plan. By completing and returning the enclosed voting instruction card, you
will instruct the plans' custodian how to vote the fund shares in your plan.

The Transaction

Information concerning UniCredito

UniCredito is a corporation organized under the laws of the Republic of
Italy, and its shares trade on the Milan Stock Exchange. Now the controlling
owner of eight major Italian banks, UniCredito is Italy's largest banking group
based on market capitalization and the 18th largest in Europe in terms of total
assets. UniCredito was formed in 1998 by the merger between Credito Italiano
S.p.A., one of Italy's major banks, and Unicredito S.p.A., an Italian bank
holding company. Through approximately 3,600 branches worldwide, UniCredito
offers a range of services relating to, among other things, banking, life and
property/casualty insurance and equipment leasing.

UniCredito's asset management business is currently operated through two
subsidiaries, EuroPlus Research and Management in Dublin and EuroPlus SGR in
Milan, under the EuroPlus brand. They are among Europe's largest and
fastest-growing asset managers, with approximately $80 billion in assets under
management, 90 established mutual funds (in Italy and Luxembourg) and 13 new
funds ready to be launched. EuroPlus currently serves approximately 200
institutional clients and over 5,000 high net worth clients. Its share of the
retail and institutional markets in Italy and Europe makes EuroPlus the largest
institutional account manager in Italy, the third largest mutual fund manager
in Italy and the fifth largest mutual fund manager in Europe.

As part of UniCredito's acquisition of PGI, UniCredito will be
restructuring the ownership of its current investment management operations.
UniCredito owns 65% of EuroPlus SGR and EuroPlus Research and Management. A
majority owned subsidiary of UniCredito, Rolo Banca, holds the remaining shares
of EuroPlus SGR. After acquiring PGI and as part of the Transaction, UniCredito
intends to establish a holding company that will own 100% of PGI and its other
investment management subsidiaries. UniCredito will own approximately 66.6% of
the holding company and Rolo Banca will own the remaining interest. This
arrangement will permit UniCredito efficiently to manage its investment
advisory operations by bringing them under a uniform ownership structure. The
name of the

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holding company will be Pioneer Global Asset Management, and it will have
combined assets under management of approximately $100 billion. Pioneer Global
Asset Management will conduct its asset management business through three
operational units: Pioneer Research and Management (currently EuroPlus Research
and Management), Pioneer SGR (currently EuroPlus SGR) and Pioneer U.S.
(currently PGI). Because of the timing of certain Italian legal requirements in
connection with the new holding company, the Transaction will take place in two
phases. UniCredito will acquire 100% of PGI as soon as possible, and the
holding company structure, with UniCredito directly owning only approximately
66.6%, is expected to be completed in the first half of 2001. However, because
the two parts are elements of the same Transaction, your approval of the new
management contract would also constitute approval for the establishment of the
holding company.

The corporate seat of UniCredito is located in Genoa, Italy, where
UniCredito was founded in 1870. The principal executive offices of UniCredito
are located at Piazza Cordusio, 20123 Milan, Italy, and its telephone number is
011-39-02-88621.

The terms of the merger agreement

At the closing of the Transaction, UniCredito will acquire, by merging a
wholly owned subsidiary into PGI, all the issued and outstanding shares of
common stock of PGI for an aggregate merger consideration of approximately $1.2
billion, or $43.50 per share. Immediately prior to the effective time of the
Transaction, PGI will also distribute to its stockholders all of the shares of
a newly formed company that will conduct, after the effective date of the
merger, PGI's Russian gold exploration, Russian timber harvesting, Russian real
estate and investment management and Polish and Eastern European real estate
management and venture capital businesses. The merger consideration is not
subject to adjustment, and there is no financing condition to the consummation
of the Transaction. Messrs. John F. Cogan, Jr. and David D. Tripple, trustees
of the fund and executive officers of PGI and Pioneer, will receive a portion
of the merger consideration in exchange for their shares of PGI, and Mr. Cogan
will also receive a bonus payment of $700,000 upon consummation of the
Transaction. Mr. Cogan is expected to become the Deputy Chairman of Pioneer
Global Asset Management and non-executive Chairman of Pioneer U.S. Mr. Tripple
is expected to be Chief Executive Officer of Pioneer U.S.

The initial phase of the Transaction is expected to close during the third
quarter of 2000, provided that a number of conditions set forth in the merger
agreement, dated as of May 14, 2000, between PGI and UniCredito (the "Merger
Agreement"), are met or waived. These conditions include the approval of the
Merger Agreement by PGI's stockholders, the approval of a new management
contract by shareholders of the fund and approval of similar new management
contracts by shareholders of other funds in the Pioneer Family of Funds,
together representing at least 92.5% of the aggregate assets in the Pioneer
Family of Funds, and obtaining certain regulatory approvals. The second stage
in which Rolo Banca will acquire a minority interest in Pioneer Global Asset
Management is expected to occur in the first half of 2001.

No change in the fund's portfolio management team is anticipated to occur
in connection with the Transaction. PGI has agreed to provide bonus payments
and other

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benefits to certain Pioneer personnel in order that there is no disruption in
the quality of services provided to shareholders of the fund in connection with
the Transaction. However, UniCredito's purchase of 100% of PGI is not
conditioned upon the continued employment of any Pioneer personnel, and there
can be no assurance that any particular Pioneer employee will choose to remain
employed by UniCredito or its affiliates.

Anticipated benefits of the Transaction

Pioneer anticipates that the Transaction and its affiliation with
UniCredito will benefit Pioneer and the fund in a number of ways, including the
following:

o Pioneer's expertise may be enhanced by the experience and expertise of
UniCredito's investment management professionals. While no change in the
management of the fund is currently planned, Pioneer will be able to draw
upon the expertise of UniCredito's team of professionals to strengthen
Pioneer's portfolio management capabilities.

o The combination will provide additional opportunities for Pioneer's personnel
and provide the security of being part of a larger, financially stronger
company. This development should enhance Pioneer's ability to attract and
retain highly qualified staff members.

o UniCredito has made the growth of its asset management operations a key
component of its business plans. This commitment should assist Pioneer in
continuing to expand its business, attract more assets to the fund and
maintain the high level of services it provides to the fund.

PROPOSAL 1

APPROVAL OF A NEW MANAGEMENT CONTRACT

Summary

Pioneer has served as the fund's investment adviser since the fund's
inception.

Pioneer serves as the investment adviser for each fund in the Pioneer
Family of Funds and for other institutional accounts. Pioneer, a registered
investment adviser under the Investment Advisers Act of 1940, as amended, is a
wholly owned subsidiary of PGI. Both Pioneer and PGI are located at 60 State
Street, Boston, Massachusetts 02109.

At meetings of the board of trustees for the fund held on June 13, 2000
and July 11, 2000, the trustees, including all of the trustees who are not
"interested persons" of the fund, Pioneer or UniCredito, unanimously approved
as in the best interest of shareholders, and voted to recommend that the
shareholders of the fund approve, a proposal to adopt a new management contract
with Pioneer (the "proposed management contract") effective upon UniCredito's
purchase of 100% of PGI.

Shareholders of the fund are being asked to approve the fund's proposed
management contract with Pioneer. UniCredito's purchase of 100% of PGI and the
restructuring of UniCredito's investment management business will constitute an
"assignment" (as defined in the Investment Company Act of 1940 (the "1940
Act")) of the fund's current

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management contract with Pioneer (the "existing management contract"). As
required by the 1940 Act, the existing management contract provides for its
automatic termination in the event of an assignment. Accordingly, the existing
management contract will terminate upon the consummation of the Transaction and
the new management contract is being proposed to enable Pioneer to continue to
manage the fund.

Terms of the proposed management contract and existing management contract

The terms of the fund's proposed management contract are substantially
identical to the terms of the fund's existing management contract, except for
the dates of execution, effectiveness and termination. The stated management
fee to be paid by the fund is identical under the proposed management contract
and the existing management contract. Except as discussed under the caption
"Expense limitation," all the terms described below with respect to the fund's
proposed management contract were contained in the fund's existing management
contract. The following summary of the proposed management contract is
qualified by reference to the form of proposed management contract attached to
this proxy statement as Exhibit A. Information regarding Pioneer, its principal
executive officer and directors and brokerage policy is included in Exhibit B
to this proxy statement.

Management services. The management services to be provided by Pioneer to
the fund under the proposed management contract are identical to those provided
by Pioneer under the fund's existing management contract. Pursuant to the terms
of the existing management contract, Pioneer serves as investment adviser to
the fund and is responsible for the overall management of the fund's business
affairs subject only to the authority of the board of trustees. Pioneer is
authorized to buy and sell securities for the account of the fund and to
designate brokers to carry out such transactions. Pioneer may not make any
purchase the cost of which exceeds the fund's available liquid assets and may
not make any purchase which would violate any fundamental policy or restriction
in the fund's prospectus or statement of additional information as in effect
from time to time.

Payment of expense and transaction charges. The proposed management
contract and the existing management contract for the fund will contain
identical provisions relating to the expenses to be borne by the fund. The
fund's existing management contract and proposed management contract provide
that the expenses borne by the fund will include: (i) the charges and expenses
for fund accounting, pricing and appraisal services and related overhead,
including, to the extent such services are performed by personnel of Pioneer or
its affiliates, office space and facilities and personnel compensation,
training and benefits; (ii) the charges and expenses of auditors; (iii) the
charges and expenses of any custodian, transfer agent, plan agent, dividend
disbursing agent and registrar appointed by the fund; (iv) issue and transfer
taxes chargeable to the fund in connection with securities transactions to
which the fund is a party; (v) insurance premiums, interest charges, dues and
fees for membership in trade associations and all taxes and corporate fees
payable by the fund to federal, state or other governmental agencies; (vi) fees
and expenses involved in registering and maintaining registrations of the fund
and/or its shares with federal regulatory agencies, state or blue sky
securities agencies and foreign jurisdictions, including the preparation of
prospectuses and statements of additional information for filing with such
regulatory authorities; (vii) all expenses of shareholders' and

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trustees' meetings and of preparing, printing and distributing prospectuses,
notices, proxy statements and all reports to shareholders and to governmental
agencies; (viii) charges and expenses of legal counsel to the fund and the
trustees; (ix) any distribution fees paid by the fund in accordance with Rule
12b-1 under the 1940 Act; (x) compensation of those trustees of the fund who
are not affiliated with, or "interested persons" of, Pioneer, the fund (other
than as trustees), PGI or Pioneer Funds Distributor, Inc. ("PFD"); (xi) the
cost of preparing and printing share certificates; and (xii) interest on
borrowed money, if any.

Under both the existing and the proposed management contracts for the
fund, Pioneer, at its own expense, will furnish to the fund office space in its
offices or in such other place as may be agreed upon from time to time, and all
necessary office facilities, equipment and personnel for managing the affairs
and investments and supervising the keeping of the books of the fund and shall
arrange, if desired by the fund, for members of Pioneer's organization to serve
as officers or agents of the fund.

Also, under both the existing and proposed management contracts for the
fund, Pioneer will pay directly or reimburse the fund for: (i) compensation (if
any) of the trustees who are affiliated with, or "interested persons" (as
defined in the 1940 Act) of, Pioneer and all officers of the fund as such; and
(ii) all expenses not specifically assumed by the fund where such expenses are
incurred by Pioneer or by the fund in connection with the management of the
affairs of, and the investment and reinvestment of the assets of, the fund.

The fund has also entered into an administration agreement with Pioneer
pursuant to which the fund authorizes Pioneer to provide certain fund
accounting services and legal services that Pioneer is not required to provide
under the existing management contract. Under the administration agreement,
Pioneer is reimbursed for its allocable portion of its direct costs of such
services. The allocable portion of such costs is based upon the time worked by
Pioneer's employees rendering such services for the fund as a percentage of the
total hours worked by such employees. Pioneer's direct costs include any
out-of-pocket expenses incurred by Pioneer in rendering such services, an
allocable portion of the salaries and benefits of the employees rendering such
services and a reasonable allocation of overhead. Annual allocation and
reimbursement of these expenses is subject to annual approval of the fund's
independent trustees.

Management fees. For its services, Pioneer is entitled to a management
fee. The method and rate for calculating the fund's management fee will be the
same under the fund's proposed management contract as under its existing
management contract (such method and rate are set forth below). If the proposed
management contract had been in effect for the fund's most recently completed
fiscal year, the amount of management fees payable to Pioneer by the fund would
have been identical to those payable under the existing management contract.
There will be no increase in the management fee rate in connection with the
Transaction.

The fund pays Pioneer a management fee at a rate equal to 0.75% per annum
of the fund's average daily net assets. The fee is calculated and accrued daily
and paid monthly in arrears. Because of a voluntary expense limitation
currently in effect, the fund did not pay any

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management fees to Pioneer for the fund's most recently completed fiscal year
ended December 31, 1999 or for the 12 months ended March 31, 2000. Absent the
expense limitation, the fund would have paid Pioneer $53,227 and $71,706
respectively. The existing management contract was initially approved by
shareholders on March 11, 1998.

Other provisions under the existing and proposed management contracts

Standard of care. Under the existing and proposed management contracts,
Pioneer "will not be liable for any error of judgment or mistake of law or for
any loss sustained by reason of the adoption of any investment policy or the
purchase, sale, or retention of any security on the recommendation of
[Pioneer]. . . ." Pioneer, however, shall not be protected against liability by
reason of its "willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under" either the existing or proposed management
contract.

Pioneer's authority. The existing and proposed management contracts
provide that Pioneer shall have full discretion to act for the fund in
connection with the purchase and sale of portfolio securities subject only to
the declaration of trust, bylaws, currently effective registrations under the
1940 Act and the Securities Act of 1933, as amended, investment objective,
policies and restrictions of the fund in effect from time to time, and specific
policies and instructions established from time to time by the trustees.

Portfolio trading. The existing and proposed management contracts
expressly permit Pioneer to engage in portfolio trading. For a more detailed
description of Pioneer's current portfolio brokerage practices, see Exhibit B
to this proxy statement.

Expense limitation. The existing and proposed management contracts provide
that Pioneer may from time to time agree not to impose all or a portion of its
fee or otherwise take action to reduce expenses of the fund. Except as may
otherwise be agreed to by Pioneer, any such fee limitation or expense reduction
is voluntary and may be discontinued or modified by Pioneer at any time. The
existing and proposed management contracts for the fund also contain a
provision which limits the fund's operating expenses to the highest limit set
by state securities law. The proposed management contract for the fund will be
revised to eliminate this provision because it is no longer necessary under
federal securities laws.

Other provisions. The existing and proposed management contracts for the
fund contain a provision which permits Pioneer to delegate its investment
advisory duties to a subadviser. Any use of subadvisers would be subject to
approval by the fund's independent trustees. The existing and proposed
management contracts for the fund contain a provision which prohibits the fund
from using the name "Pioneer" in the event Pioneer or any of its affiliates
cease to act as the investment adviser of the fund.

Each existing and proposed management contract includes provisions that
provide that: (i) the law of The Commonwealth of Massachusetts shall be the
governing law of the contract; (ii) Pioneer is an independent contractor and
not an employee of the fund; (iii) the contract is the entire agreement between
the parties with respect to the matters described therein; (iv) the contract
may be executed using counterpart signature pages;

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and (v) invalid or unenforceable provisions of the contract are severable and
do not render the entire agreement invalid or unenforceable.

Miscellaneous

If approved by shareholders, the fund's proposed management contract will
become effective upon UniCredito's purchase of 100% of PGI and will continue in
effect until December 31, 2001 and thereafter will continue from year to year
subject to annual approval by the board of trustees in the same manner as the
existing management contract. The fund's proposed management contract
terminates if assigned (as defined in the 1940 Act) and may be terminated
without penalty by either party, by vote of its board or by a vote of a
majority of the outstanding voting securities of the fund and upon 60 days'
written notice.

Additional information pertaining to Pioneer

For additional information concerning the management, ownership structure,
affiliations, brokerage policies and certain other matters pertaining to
Pioneer, see Exhibit B.

Factors considered by the trustees

The trustees of the fund determined that the terms of the proposed
management contract are fair and reasonable and that approval of the proposed
management contract on behalf of the fund is in the best interests of the fund.
The trustees also determined that the continuity and efficiency of management
services after the consummation of the Transaction can best be assured by
approving the proposed management contract on behalf of the fund. The trustees
believe that the proposed management contract will enable the fund to continue
to enjoy high quality investment advisory services at costs which they deem
appropriate, reasonable and in the best interests of the fund and its
shareholders.

In evaluating the proposed management contract, the trustees reviewed
materials furnished by Pioneer and UniCredito, including information regarding
Pioneer, UniCredito, Rolo Banca, their respective affiliates and their
personnel, operations and financial condition. The trustees also reviewed the
terms of the Transaction and its possible effects on the fund and its
shareholders. Representatives of Pioneer discussed with the trustees the
anticipated effects of the Transaction and, together with a representative of
UniCredito, indicated their belief that as a consequence of the Transaction,
the operations of the fund and the capabilities of Pioneer to provide advisory
and other services to the fund would not be adversely affected and should be
enhanced by the resources of UniCredito, though there could be no assurance as
to any particular benefits that may result. The trustees also reviewed
information regarding the investment performance of the fund on an absolute
basis and compared to investment companies with similar investment objectives
and policies (the "peer group"), the fees and expenses incurred by the fund
compared to its peer group and the profitability to Pioneer in managing the
fund.

The trustees also specifically considered the following as relevant to
their recommendations: (1) that the terms of the proposed management contract
are substantially identical to

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those of the existing management contract, except for a different execution
date, effective date, and termination date and a non-material change; (2) the
favorable history, reputation, qualification and background of Pioneer and
UniCredito, as well as the qualifications of their personnel and their
respective financial conditions; (3) that the fee and expense ratios of the
fund are reasonable given the quality of services expected to be provided and
are comparable to the fee and expense ratios of similar mutual funds; (4) the
relative performance of the fund since commencement of operations to comparable
mutual funds and unmanaged indices; (5) the commitment of PGI to pay the
expenses of the fund in connection with the Transaction so that shareholders of
the fund would not have to bear such expenses; (6) the possibility of benefits
that may be realized by the fund as a result of Pioneer's affiliation with
UniCredito, including any resources of UniCredito that would be available to
Pioneer; (7) the Transaction ensures continuity of management of the fund and
reduces vulnerability to changes in control of PGI that may be adverse to the
fund's interests; (8) assurances from UniCredito that UniCredito does not
intend to make any material changes to Pioneer's financial, human and other
resources that would adversely impact Pioneer's ability to provide the same
quality of investment management and other services that Pioneer has provided
in the past; and (9) other factors deemed relevant by the trustees. The
trustees deemed the factors set forth in clauses (1), (2), (3), (6), (7) and
(8) to be particularly persuasive in their decision to recommend to the fund's
shareholders that they approve the proposed management contract. The trustees
considered the other factors set forth above to be relevant to a lesser extent
than those set forth in clauses (1), (2), (3), (6), (7) and (8).

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act permits, in the context of a change in
control of an investment adviser to a registered investment company, the
receipt by such investment adviser (or any of its affiliated persons) of any
amount or benefit in connection with such sale, as long as two conditions are
satisfied. First, there may not be imposed an "unfair burden" on the investment
company as a result of the sale of such interest, or any express or implied
terms, conditions or understandings applicable thereto. The term "unfair
burden," as defined in the 1940 Act, includes any arrangement during the
two-year period after the transaction whereby the investment adviser (or
predecessor or successor adviser), or any interested person of any such
adviser, receives or is entitled to receive any compensation, directly or
indirectly, from the investment company or its security holders (other than
fees for bona fide investment advisory or other services), or from any person
in connection with the purchase or sale of securities or other property to,
from or on behalf of the investment company (other than ordinary fees for bona
fide principal underwriting services).

The board of trustees has not been advised by Pioneer of any circumstances
arising from the Transaction that might result in the imposition of an "unfair
burden" being imposed on the fund. Moreover, UniCredito has agreed in the
Merger Agreement that (i) for a period of three years after UniCredito's
purchase of 100% of PGI, UniCredito and its affiliates will use reasonable
efforts to assure that at least 75% of the fund's board of trustees are not
"interested persons" (as defined in the 1940 Act) of UniCredito or Pioneer and
(ii) for two years after UniCredito's purchase of 100% of PGI, UniCredito and
its affiliates will refrain from imposing, or agreeing to impose, an unfair
burden on the fund.

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Trustees' recommendation

The independent trustees of the fund held meetings to consider the
proposed management contract and the Transaction on May 25, 2000, June 8, 2000,
June 12, 2000 and July 11, 2000, and the entire board of trustees considered
the proposal at meetings held on June 13, 2000 and July 11, 2000. Based on
their evaluation of the materials presented and assisted by the advice of
independent counsel, the trustees at the meetings held on June 13, 2000 and
July 11, 2000, including all the trustees who are not "interested persons" of
the fund, Pioneer or UniCredito, unanimously concluded that the terms of the
proposed management contract for the fund are reasonable, fair and in the best
interests of the fund and its shareholders, and that the fees provided therein
are fair and reasonable in light of the usual and customary charges made by
others for services of the same nature and quality. The trustees, by a
unanimous vote cast at the meetings, approved and voted to recommend to the
shareholders of the fund that they approve the proposed management contract.

If the shareholders of the fund do not approve the proposed management
contract and the purchase by UniCredito of 100% of PGI is completed, the
trustees of the fund would consider what further action to take consistent with
their fiduciary duties to the fund. Such actions may include obtaining for the
fund interim investment advisory services at cost or at the current fee rate
either from Pioneer or from another advisory organization. Thereafter, the
trustees of the fund would either negotiate a new investment advisory agreement
with an advisory organization selected by the trustees or make other
appropriate arrangements. In the event UniCredito's purchase of 100% of PGI is
not completed, Pioneer would continue to serve as investment adviser of the
fund pursuant to the terms of the existing management contract.

Required vote

As provided under the 1940 Act, approval of the proposed management
contract will require the vote of a majority of the outstanding voting
securities of the fund. In accordance with the 1940 Act and as used in this
Proposal 1, a "majority of the outstanding voting securities" of the fund means
the lesser of (1) 67% or more of the shares of the fund present at a
shareholder meeting if the owners of more than 50% of the shares of the fund
then outstanding are present in person or by proxy, or (2) more than 50% of the
outstanding shares of the fund entitled to vote at the shareholder meeting.
Approval of the proposed management contract will constitute approval by
shareholders of the adoption of the management contract upon the acquisition of
PGI by UniCredito and the continuance of the management contract upon the
subsequent transfer of a minority interest in Pioneer Global Asset Management
to Rolo Banca.

However, in addition to the legal requirement under the 1940 Act, the
consummation of the Transaction is conditioned upon the approval of the
proposed management contract by shareholders of the fund and approval of
similar new management contracts by shareholders of other funds in the Pioneer
Family of Funds, together representing at least 92.5% of the aggregate assets
in the Pioneer Family of Funds.

For the reasons set forth above, the trustees of your fund unanimously
recommend that shareholders vote in favor of the proposed management contract.

10
<PAGE>

PROPOSAL 2

ELECTION OF BOARD OF TRUSTEES

Shareholders of the fund are being asked to consider the election of eight
nominees to the board of trustees of the fund. All of the nominees for election
to the fund's board currently serve as trustees for the fund. Each trustee will
be elected to hold office until the next meeting of shareholders or until his
or her successor is elected and qualified. Each nominee has consented to being
named in this proxy statement and indicated his or her willingness to serve if
elected. If any nominee should be unable to serve, an event which is not
anticipated, the persons named as proxies may vote for such other person as
shall be designated by the fund's board of trustees. The persons named on the
accompanying proxy card intend to vote at the meeting (unless otherwise
directed) for the election of the nominees named below as trustees of the fund.

The following table sets forth each nominee's position(s) with the fund,
and his or her age, address, principal occupation and employment during the
past five years and any other directorship held. The table also indicates the
year during which he or she first became a trustee of the fund and the number
of shares of the fund beneficially owned by each nominee, directly or
indirectly, on May 31, 2000.

11
<PAGE>

<TABLE>
<CAPTION>
Number of
shares owned
Name (age), and percentage
position(s) with Principal occupation First of total shares
the fund or employment became a outstanding on
and address and trustee/directorships trustee May 31, 2000+
------------------------ ------------------------------------- ---------- ----------------
<S> <C> <C> <C>
John F. Cogan, Jr.* President, Chief Executive Officer 1997 0
(74) and a Director of PGI; Chairman
Chairman of the Board, and a Director of Pioneer, PFD,
President and Trustee Closed Joint-Stock Company
60 State Street "Forest-Starma" and Pioneer
Boston, MA 02109 Global Funds Distributor, Ltd.;
Director of Pioneer Real Estate
Advisors, Inc. ("PREA"), Pioneer
Forest, Inc., Pioneer Management
(Ireland) Limited ("PMIL"),
Pioneer First Investment Fund and
PIOGlobal Corporation
("PIOGlobal"); President and
Director of Pioneer International
Corporation ("PIntl"), Pioneer First
Russia, Inc. ("PFR") and Pioneer
Omega, Inc. ("Pioneer Omega");
Member of the Supervisory Board
of Pioneer Funds Marketing
GmbH, Pioneer First Polish
Investment Fund Joint Stock
Company ("Pioneer First Polish"),
Pioneer Czech Investment
Company, a.s. ("Pioneer Czech")
and Pioneer Universal Pension
Fund Company; Chairman,
President and Trustee of all of the
Pioneer mutual funds; Director of
Pioneer America Fund Plc, Pioneer
Diversified Income Fund Plc,
Pioneer Global Equity Fund Plc,
Pioneer Global Bond Fund Plc,
Pioneer Euro Reserve Fund Plc,
Pioneer European Equity Fund Plc,
Pioneer Emerging Europe Fund
Plc, Pioneer Greater Asia Fund
Plc, Pioneer U.S. Growth Fund Plc
and Pioneer US Real Estate Fund
Plc (collectively, the "Irish
Funds"); and Of Counsel, Hale and
Dorr LLP (counsel to PGI and the
fund).
</TABLE>

12
<PAGE>

Richard H. Egdahl, Alexander Graham Bell Professor 1998 0
M.D. of Health Care Entrepreneurship,
(73) Boston University; Professor of
Trustee Management, Boston University
Boston University School of Management; Professor
Healthcare of Public Health, Boston
Entrepreneurship University School of Public Health;
Program Professor of Surgery, Boston
53 Bay State Road University School of Medicine;
Boston, MA 02215 University Professor, Boston
University; Director, Boston
University Health Policy Institute,
University Program for Health
Care Entrepreneurship; Trustee,
Boston Medical Center; and
Trustee of all of the Pioneer
mutual funds.

Margaret B.W. Graham Founding Director, The Winthrop 1998 0
(53) Group, Inc. (consulting firm); and
Trustee Trustee of all of the Pioneer
The Keep mutual funds, except Pioneer
P.O. Box 110 Variable Contracts Trust.
Little Deer Isle, ME
04650
</TABLE>

13
<PAGE>

David D. Tripple* Executive Vice President and a 1998 0
(56) Director of PGI; President and a
Executive Vice President Director of Pioneer and of PFD;
and Trustee Director of Pioneering Services
60 State Street Corporation ("PSC"), PIntl,
Boston, MA 02109 PIOGlobal, Pioneer Omega, PMIL
and the Irish Funds; Member of
the Supervisory Board of Pioneer
First Polish, Pioneer Czech and
Pioneer Asset Management, S.A.;
and Executive Vice President and
Trustee of all of the Pioneer
mutual funds.

Stephen K. West Of Counsel, Sullivan & Cromwell 1998 0
(71) (law firm); Director, Dresdner
Trustee RCM Global Strategic Income
125 Broad Street Fund, Inc. since May 1997 and
New York, NY 10004 The Swiss Helvetia Fund, Inc.
since 1995 (investment
companies), AMVESCAP PLC
(investment managers) since 1997
and ING American Insurance
Holdings, Inc.; and Trustee of all
of the Pioneer mutual funds.

John Winthrop President, John Winthrop & Co., 1998 0
(64) Inc. (private investment firm);
Trustee Director of NUI Corp. (energy
One North Adgers Wharf sales, services and distribution);
Charleston, SC 29401 and Trustee of all of the Pioneer
mutual funds, except Pioneer
Variable Contracts Trust.
</TABLE>

------------
* Messrs. Cogan and Tripple are "interested persons" of each fund and Pioneer
within the meaning of Section 2(a)(19) of the 1940 Act.
+ As of May 31, 2000, the trustees and officers of the fund beneficially owned,
directly or indirectly, in the aggregate less than 1% of the fund's
outstanding shares.

14
<PAGE>

Ms. Piret, Mr. West and Mr. Winthrop serve on the audit committee of the
board of trustees for the fund. The functions of the audit committee include
recommending independent auditors to the trustees, monitoring the independent
auditors' performance, reviewing the results of audits and responding to
certain other matters deemed appropriate by the trustees. Ms. Graham, Ms. Piret
and Mr. Winthrop serve on the nominating committee of the board of trustees.
The primary responsibility of the nominating committee is the selection and
nomination of candidates to serve as independent trustees. The nominating
committee will also consider nominees recommended by shareholders to serve as
trustees provided that shareholders submitting such recommendations comply with
all relevant provisions of Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

During the fiscal year ended December 31, 1999, the board of trustees held
12 meetings, the audit committee held 11 meetings and the nominating committee
did not hold any meetings. All of the current trustees and committee members
then serving attended at least 75% of the meetings of the board of trustees and
applicable committees, if any, held during the fiscal year ended December 31,
1999.

As of May 31, 2000, Mr. Cogan beneficially owned 3,623,002 shares (13.36%)
of the outstanding common stock of PGI. Mr. Cogan's beneficial holdings
included 749,708 shares held in trusts with respect to which he may be deemed
to be a beneficial owner by reason of his interest as a beneficiary and/or
position as a trustee and shares which he has the right to acquire under
outstanding options within 60 days of May 31, 2000. At such date, David D.
Tripple owned beneficially 358,485 shares (1.24%) of the outstanding common
stock of PGI. None of the other nominees own more than 1% of the outstanding
common stock of PGI.

Other executive officers

In addition to Messrs. Cogan and Tripple, who serve as executive officers
of the fund, the following table provides information with respect to the other
executive officers of the fund. Each executive officer is elected by the board
of trustees and serves until his successor is chosen and qualified or until his
resignation or removal by the board. The business address of all officers of
the fund is 60 State Street, Boston, Massachusetts 02109.

<TABLE>
<CAPTION>
Name (age), and position with the fund Principal occupation(s)
---------------------------------------- --------------------------------------------------------
<S> <C>
Eric W. Reckard (44), Treasurer Executive Vice President, Chief Financial Officer and
Treasurer of PGI since June 1999; Treasurer of Pioneer,
PFD, PSC, PIntl, PREA, PFR and Pioneer Omega since
June 1999; Vice President-Corporate Finance of PGI from
February 1999 to June 1999; Manager of Fund
Accounting, Business Planning and Internal Audit of PGI
since September 1996; Manager of Fund Accounting and
Compliance of PGI from May 1995 to September 1996;
and Treasurer of all of the Pioneer mutual funds
(Assistant Treasurer prior to June 1999).
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
Name (age), and position with the fund Principal occupation(s)
---------------------------------------- -----------------------------------------------------------
<S> <C>
Joseph P. Barri (53), Secretary Corporate Secretary of PGI and most of its subsidiaries;
Secretary of all of the Pioneer mutual funds; and Partner,
Hale and Dorr LLP.

Vincent Nave (55), Assistant Vice President-Fund Accounting, Administration and
Treasurer Custody Services of Pioneer (Manager from September
1996 to February 1999); and Assistant Treasurer of all of
the Pioneer mutual funds since June 1999.

Robert P. Nault (36), Assistant Senior Vice President of PGI since 1998; General Counsel
Secretary and Assistant Secretary of PGI; Assistant Secretary of
Pioneer, certain other PGI subsidiaries and all of the
Pioneer mutual funds; and Assistant Clerk of PFD and PSC.
</TABLE>

Remuneration of trustees and officers

The following table provides information regarding the compensation paid
by the fund and the other investment companies in the Pioneer Family of Funds
to the trustees for their services as indicated below during the year ended
December 31, 1999. Compensation paid by the fund to Messrs. Cogan and Tripple,
who are interested persons of Pioneer, is reimbursed to the fund by Pioneer.
The fund does not pay any salary or other compensation to its officers.

<TABLE>
<CAPTION>
Total compensation
from the
fund and other
Aggregate funds in the
compensation Pioneer Family
Trustee from the fund of Funds1
--------------------------------- --------------- -------------------
<S> <C> <C>
John F. Cogan, Jr. .............. $ 750.00 $ 18,000.002
Mary K. Bush .................... 2,757.75 93,500.00
Richard H. Egdahl, M.D. ......... 2,757.75 95,500.00
Margaret B.W. Graham ............ 2,760.75 102,000.00
Marguerite A. Piret ............. 2,863.00 116,750.00
David D. Tripple ................ 750.00 18,000.00(2)
Stephen K. West ................. 2,861.00 108,250.00
John Winthrop ................... 2,859.50 98,400.00
---------- --------------
Totals ......................... 18,359.75 $ 650,400.00
========== ==============
</TABLE>

------------
(1) The amounts paid to the trustees differ due to (i) service by Dr. Egdahl,
Ms. Piret and Mr. West as trustees of Pioneer Variable Contracts Trust
(another trust in the Pioneer Family of Funds), (ii) membership on or
chairing certain committees of the boards of trustees, and (iii) attendance
at meetings.
(2) Pioneer fully reimbursed the fund and the other mutual funds in the Pioneer
Family of Funds for compensation paid to Messrs. Cogan and Tripple.

Investment adviser, administrator and principal underwriter

Pioneer and PFD, whose executive offices are located at 60 State Street,
Boston, Massachusetts 02109, serve as investment adviser and administrator and
principal underwriter, respectively, to the fund.

16
<PAGE>

Required vote

In accordance with the fund's declaration of trust, the vote of a
plurality of all of the shares of the fund voted at the shareholder meeting is
sufficient to elect the nominees. This means that the eight nominees receiving
the greatest number of votes will be elected to the board. The election of
trustees is not contingent upon UniCredito's purchase of 100% of PGI or the
approval of the proposed management contract.

Recommendation

For the reasons set forth above, the trustees of your fund unanimously
recommend that shareholders vote in favor of each of the nominees.

INFORMATION CONCERNING THE MEETING

Outstanding shares and quorum

As of the record date, 1,697,506.052 shares of beneficial interest were
outstanding. Only shareholders of record as of the record date are entitled to
notice of and to vote at the meeting. A majority of the outstanding shares of
the fund that are entitled to vote will be considered a quorum for the
transaction of business.

Ownership of shares of the fund

To the knowledge of the fund, as of May 31, 2000, the following
shareholder held, beneficially or of record, 5% or more of the fund's
outstanding shares:

<TABLE>
<CAPTION>
Name and address No. of shares owned Percentage of fund (%)
-------------------------------------- --------------------- -----------------------
<S> <C> <C>
Boston Financial Data Services, Inc. 1,410,144.263 92.97
Two Heritage Drive
Quincy, MA 02171-2119
</TABLE>

Shareholder proposals

The fund is not required to hold annual meetings of shareholders and does
not currently intend to hold a meeting of shareholders in 2001. Shareholder
proposals to be presented at the next meeting of shareholders of the fund,
whenever held, must be received at the fund's offices, 60 State Street, Boston,
Massachusetts 02109, at a reasonable time prior to the trustees' solicitation
of proxies for the meeting. The submission by a shareholder of a proposal for
inclusion in a proxy statement does not guarantee that it will be included.
Shareholder proposals are subject to certain regulations under the federal
securities laws.

Shares held in retirement plans

The trustee or custodian of certain retirement plans is permitted to vote
any shares held in such plans in proportion to the percentages voted by
shareholders in person and by proxy, or in some cases, if necessary to obtain a
quorum.

17
<PAGE>

Proxies, quorum and voting at the meeting

Any shareholder who has given his or her proxy to someone has the power to
revoke that proxy at any time prior to its exercise by executing a superseding
proxy or by submitting a notice of revocation to the secretary of the fund. In
addition, although mere attendance at the shareholder meeting will not revoke a
proxy, a shareholder present at the shareholder meeting may withdraw his or her
proxy and vote in person. All properly executed and unrevoked proxies received
in time for the shareholder meeting will be voted in accordance with the
instructions contained in the proxies. If no instruction is given, the persons
named as proxies will vote the shares represented thereby in favor of the
proposals described above and will use their best judgment in connection with
the transaction of such other business as may properly come before the
shareholder meeting or any adjournment thereof.

A majority of the shares entitled to vote, present in person or
represented by proxy, constitutes a quorum for the transaction of business with
respect to any proposal (unless otherwise noted in the proxy statement). In the
event that, at the time any session of the shareholder meeting for the fund is
called to order, a quorum is not present in person or by proxy, the persons
named as proxies may vote those proxies which have been received to adjourn the
shareholder meeting to a later date. In the event that a quorum is present but
sufficient votes in favor of any of the proposals, including the election of
the nominees to the board of trustees for the fund, have not been received, the
persons named as proxies may propose one or more adjournments of the
shareholder meeting to permit further solicitation of proxies with respect to
such proposal. Any such adjournment will require the affirmative vote of more
than one half of the shares of the fund present in person or by proxy at the
session of the shareholder meeting to be adjourned. The persons named as
proxies will vote those proxies which they are entitled to vote in favor of any
such proposal in favor of such an adjournment and will vote those proxies
required to be voted against any such proposal against any such adjournment. A
shareholder vote may be taken on one or more of the proposals in the proxy
statement prior to such adjournment if sufficient votes for its approval have
been received and it is otherwise appropriate. Such vote will be considered
final regardless of whether the meeting is adjourned to permit additional
solicitation with respect to any other proposal.

Shares of the fund represented in person or by proxy, including shares
which abstain or do not vote with respect to a proposal, will be counted for
purposes of determining whether there is a quorum at the shareholder meeting.
Accordingly, an abstention from voting has the same effect as a vote against a
proposal. However, if a broker or nominee holding shares in "street name"
indicates on the proxy card that it does not have discretionary authority to
vote on a proposal, those shares will not be considered present and entitled to
vote on that proposal. Thus, a "broker non-vote" has no effect on the voting in
determining whether a proposal has been adopted by 67% or more of the fund's
shares present at the shareholder meeting, if more than 50% of the outstanding
shares (excluding the "broker non-votes") of the fund are present or
represented. However, for purposes of determining whether a proposal has been
adopted by more than 50% of the outstanding shares of the fund, a "broker
non-vote" has the same effect as a vote against

18
<PAGE>

that proposal because shares represented by a "broker non-vote" are considered
to be outstanding shares.

Voting by plan owners

Because your ownership interest in fund shares is indirect (they're held
in your plan with the plan custodian as the record holder of those shares),
your vote will instruct the custodian how to vote the fund shares in your plan.
If you do not vote your fund shares, the custodian will vote your shares in the
same proportion as it votes the shares for which it has received instructions
from other plan owners.

Other business

While the shareholder meeting has been called to transact any business
that may properly come before it, the only matters that the trustees intend to
present are those matters stated in the attached notice of special meeting of
shareholders. However, if any additional matters properly come before the
shareholder meeting, and on all matters incidental to the conduct of the
meeting, it is the intention of the persons named in the enclosed proxy to vote
the proxy in accordance with their judgment on such matters unless instructed
to the contrary.

Method of solicitation and expenses

The cost of preparing, assembling and mailing this proxy statement and the
attached notice of special meeting of shareholders and the accompanying proxy
card will be borne by PGI. In addition to soliciting proxies by mail, PGI may,
at its expense, have one or more of the fund's officers, representatives or
compensated third-party agents, including Pioneer, PSC and PFD, aid in the
solicitation of proxies by personal interview or telephone and telegraph and
may request brokerage houses and other custodians, nominees and fiduciaries to
forward proxy soliciting material to the beneficial owners of the shares held
of record by such persons.

The fund may also arrange to have votes recorded by telephone, the
internet or other electronic means. The voting procedures used in connection
with such voting methods are designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance
with their instructions and to confirm that their instructions have been
properly recorded. If these procedures were subject to a successful legal
challenge, such votes would not be counted at the shareholder meeting. The fund
is unaware of any such challenge at this time. Shareholders would be called at
the phone number PSC or the plans' custodian has in its records for their
accounts, and would be asked for their Social Security number or other
identifying information. The shareholders would then be given an opportunity to
authorize proxies to vote their shares at the meeting in accordance with their
instructions. To ensure that the shareholders' instructions have been recorded
correctly, they will also receive a confirmation of their instructions in the
mail. In the case of automated telephone and internet voting, shareholders
would be required to provide their Social Security number or other identifying
information and will

19
<PAGE>

receive a confirmation of their instructions. A special toll-free number will
be available in case the information contained in the confirmation is
incorrect.

Persons holding shares as nominees will be reimbursed by PGI, upon
request, for the reasonable expenses of mailing soliciting materials to the
principals of the accounts.

July 24, 2000

20
<PAGE>

EXHIBIT A

FORM OF PROPOSED MANAGEMENT CONTRACT

THIS AGREEMENT dated as of this ----- day of ---------------- , 2000
between Pioneer Independence Fund, a Delaware business trust (the "Trust"), and
Pioneer Investment Management, Inc., a Delaware corporation (the "Manager").

W I T N E S S E T H

WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has filed with the Securities and Exchange Commission (the "Commission") a
registration statement for the purpose of registering its shares for public
offering under the Securities Act of 1933, as amended (the "1933 Act").

WHEREAS, the parties hereto deem it mutually advantageous that the Manager
should be engaged, subject to the supervision of the Trust's Board of Trustees
and officers, to manage the Trust.

NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Manager do hereby agree as follows:

1. The Manager will regularly provide the Trust with investment
research, advice and supervision and will furnish continuously an
investment program for the Trust, consistent with the investment
objective and policies of the Trust. The Manager will determine from
time to time what securities shall be purchased for the Trust, what
securities shall be held or sold by the Trust and what portion of the
Trust's assets shall be held uninvested as cash, subject always to
the provisions of the Trust's Certificate of Trust, Agreement and
Declaration of Trust, By-Laws and its registration statements under
the 1940 Act and under the 1933 Act covering the Trust's shares, as
filed with the Commission, and to the investment objective, policies
and restrictions of the Trust, as each of the same shall be from time
to time in effect, and subject, further, to such policies and
instructions as the Board of Trustees of the Trust may from time to
time establish. To carry out such determinations, the Manager will
exercise full discretion and act for the Trust in the same manner and
with the same force and effect as the Trust itself might or could do
with respect to purchases, sales or other transactions, as well as
with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other
transactions.

2. The Manager will, to the extent reasonably required in the conduct of
the business of the Trust and upon the Trust's request, furnish to
the Trust research, statistical and advisory reports upon the
industries, businesses, corporations or securities as to which such
requests shall be made, whether or not the Trust shall at the time
have any investment in such industries, businesses, corporations or
securities. The Manager will use its best efforts in the preparation

A-1
<PAGE>

of such reports and will endeavor to consult the persons and sources
believed by it to have information available with respect to such
industries, businesses, corporations or securities.

3. The Manager will maintain all books and records with respect to the
Trust's securities transactions required by subparagraphs (b)(5),
(6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act
(other than those records being maintained by the custodian or
transfer agent appointed by the Trust) and preserve such records for
the periods prescribed therefor by Rule 31a-2 under the 1940 Act. The
Manager will also provide to the Board of Trustees such periodic and
special reports as the Board may reasonably request.

4. Except as otherwise provided herein, the Manager, at its own expense,
shall furnish to the Trust office space in the offices of the Manager
or in such other place as may be agreed upon from time to time, and
all necessary office facilities, equipment and personnel for managing
the Trust's affairs and investments, and shall arrange, if desired by
the Trust, for members of the Manager's organization to serve as
officers or agents of the Trust.

5. The Manager shall pay directly or reimburse the Trust for: (i) the
compensation (if any) of the Trustees who are affiliated with, or
"interested persons" (as defined in the 1940 Act) of, the Manager and
all officers of the Trust as such; and (ii) all expenses not
hereinafter specifically assumed by the Trust where such expenses are
incurred by the Manager or by the Trust in connection with the
management of the affairs of, and the investment and reinvestment of
the assets of, the Trust.

6. The Trust shall assume and shall pay: (i) charges and expenses for
fund accounting, pricing and appraisal services and related overhead,
including, to the extent such services are performed by personnel of
the Manager or its affiliates, office space and facilities, and
personnel compensation, training and benefits; (ii) the charges and
expenses of auditors; (iii) the charges and expenses of any
custodian, transfer agent, plan agent, dividend disbursing agent and
registrar appointed by the Trust; (iv) issue and transfer taxes
chargeable to the Trust in connection with securities transactions to
which the Trust is a party; (v) insurance premiums, interest charges,
dues and fees for membership in trade associations and all taxes and
corporate fees payable by the Trust to federal, state or other
governmental agencies; (vi) fees and expenses involved in registering
and maintaining registrations of the Trust and/or its shares with
federal regulatory agencies, state or blue sky securities agencies
and foreign jurisdictions, including the preparation of prospectuses
and statements of additional information for filing with such
regulatory authorities; (vii) all expenses of shareholders' and
Trustees' meetings and of preparing, printing and distributing
prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies; (viii) charges and
expenses of legal counsel to the Trust and the Trustees; (ix) any
distribution fees paid by the Trust in accordance with Rule 12b-1
promulgated by the Commission pursuant

A-2
<PAGE>

to the 1940 Act; (x) compensation of those Trustees of the Trust who
are not affiliated with, or "interested persons" of, the Manager, the
Trust (other than as Trustees), The Pioneer Group, Inc. or Pioneer
Funds Distributor, Inc.; (xi) the cost of preparing and printing
share certificates; and (xii) interest on borrowed money, if any.

7. In addition to the expenses described in Section 6 above, the Trust
shall pay all brokers' and underwriting commissions chargeable to the
Trust in connection with securities transactions to which the Trust
is a party.

8. The Trust shall pay to the Manager, as compensation for the Manager's
services and expenses assumed hereunder, a fee at the annual rate of
0.75% of the Trust's average daily net assets. Management fees
payable hereunder shall be computed daily and paid monthly in
arrears. In the event of termination of this Agreement, the fee
provided in this Section shall be computed on the basis of the period
ending on the last business day on which this Agreement is in effect
subject to a pro rata adjustment based on the number of days elapsed
in the current month as a percentage of the total number of days in
such month.

9. The management fee payable hereunder shall be computed daily and paid
monthly in arrears. In the event of termination of this Agreement,
the fee provided in Section 8 shall be computed on the basis of the
period ending on the last business day on which this Agreement is in
effect subject to a pro rata adjustment based on the number of days
elapsed in the current month as a percentage of the total number of
days in such month.

10. The Manager may from time to time agree not to impose all or a
portion of its fee otherwise payable hereunder (in advance of the
time such fee or a portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Trust for all or a portion of its
expenses not otherwise required to be borne or reimbursed by the
Manager. Any such fee reduction or undertaking may be discontinued or
modified by the Manager at any time.

11. It is understood that the Manager may employ one or more
sub-investment advisers (each a "Subadviser") to provide investment
advisory services to the Trust by entering into a written agreement
with each such Subadviser; provided, that any such agreement first
shall be approved by the vote of a majority of the Trustees,
including a majority of the Trustees who are not "interested persons"
(as defined in the 1940 Act) of the Trust, the Manager or any such
Subadviser, and otherwise approved in accordance with the
requirements of the 1940 Act or an exemption therefrom. The authority
given to the Manager in Sections 1 through 13 hereof may be delegated
by it under any such agreement; provided, that any Subadviser shall
be subject to the same restrictions and limitations on investments
and brokerage discretion as the Manager. The Trust agrees that the
Manager shall not be accountable to the Trust or the Trust's
shareholders for any loss or other liability relating to specific
investments directed by any Subadviser, even though the Manager
retains the right

A-3
<PAGE>

to reverse any such investment because, in the event a Subadviser is
retained, the Trust and the Manager will rely almost exclusively on
the expertise of such Subadviser for the selection and monitoring of
specific investments.

12. The Manager will not be liable for any error of judgment or mistake
of law or for any loss sustained by reason of the adoption of any
investment policy or the purchase, sale, or retention of any security
on the recommendation of the Manager, whether or not such
recommendation shall have been based upon its own investigation and
research or upon investigation and research made by any other
individual, firm or corporation, but nothing contained herein will be
construed to protect the Manager against any liability to the Trust
or its shareholders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this
Agreement.

13. Nothing in this Agreement will in any way limit or restrict the
Manager or any of its officers, directors, or employees from buying,
selling or trading in any securities for its or their own accounts or
other accounts. The Manager may act as an investment adviser to any
other person, firm or corporation, and may perform management and any
other services for any other person, association, corporation, firm
or other entity pursuant to any contract or otherwise, and take any
action or do any thing in connection therewith or related thereto;
and no such performance of management or other services or taking of
any such action or doing of any such thing shall be in any manner
restricted or otherwise affected by any aspect of any relationship of
the Manager to or with the Trust or deemed to violate or give rise to
any duty or obligation of the Manager to the Trust except as
otherwise imposed by law. The Trust recognizes that the Manager, in
effecting transactions for its various accounts, may not always be
able to take or liquidate investment positions in the same security
at the same time and at the same price.

14. In connection with purchases or sales of securities for the account
of the Trust, neither the Manager nor any of its directors, officers
or employees will act as a principal or agent or receive any
commission except as permitted by the 1940 Act. The Manager shall
arrange for the placing of all orders for the purchase and sale of
securities for the Trust's account with brokers or dealers selected
by the Manager. In the selection of such brokers or dealers and the
placing of such orders, the Manager is directed at all times to seek
for the Trust the most favorable execution and net price available
except as described herein. It is also understood that it is
desirable for the Trust that the Manager have access to supplemental
investment and market research and security and economic analyses
provided by brokers who may execute brokerage transactions at a
higher cost to the Trust than may result when allocating brokerage to
other brokers on the basis of seeking the most favorable price and
efficient execution. Therefore, the Manager is authorized to place
orders for the purchase and sale of securities for the Trust with
such brokers, subject to review by the Trust's Trustees from time to
time with respect to the extent and continuation of this

A-4
<PAGE>

practice. It is understood that the services provided by such brokers
may be useful to the Manager in connection with its or its
affiliates' services to other clients.

15. On occasions when the Manager deems the purchase or sale of a
security to be in the best interest of the Trust as well as other
clients, the Manager may, to the extent permitted by applicable laws
and regulations, aggregate the securities to be sold or purchased in
order to obtain the best execution and lower brokerage commissions,
if any. In such event, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be
made by the Manager in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to the Trust
and to such clients.

16. This Agreement shall become effective on the date hereof and shall
remain in force until December 31, 2001 and from year to year
thereafter, but only so long as its continuance is approved in
accordance with the requirements of the 1940 Act or an exemption
therefrom, subject to the right of the Trust and the Manager to
terminate this contract as provided in Section 17 hereof.

17. Either party hereto may, without penalty, terminate this Agreement by
vote of its Board of Trustees or Directors, as the case may be, or by
vote of a "majority of the outstanding voting securities" (as defined
in the 1940 Act) of the Trust or the Manager, as the case may be, and
the giving of 60 days' written notice to the other party.

18. This Agreement shall automatically terminate in the event of its
assignment. For purposes of this Agreement, the term "assignment"
shall have the meaning given it by Section 2(a)(4) of the 1940 Act.

19. The Trust agrees that in the event that neither the Manager nor any
of its affiliates acts as an investment adviser to the Trust, the
name of the Trust will be changed to one that does not contain the
name "Pioneer" or otherwise suggest an affiliation with the Manager.

20. The Manager is an independent contractor and not an employee of the
Trust for any purpose. If any occasion should arise in which the
Manager gives any advice to its clients concerning the shares of the
Trust, the Manager will act solely as investment counsel for such
clients and not in any way on behalf of the Trust.

21. This Agreement states the entire agreement of the parties hereto, and
is intended to be the complete and exclusive statement of the terms
hereof. It may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties
hereto and in accordance with the 1940 Act, when applicable.

22. This Agreement and all performance hereunder shall be governed by and
construed in accordance with the laws of The Commonwealth of
Massachusetts.

A-5
<PAGE>

23. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction be,
ineffective to the extent of such invalidity or unenforceability
without rendering invalid or unenforceable the remaining terms or
provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in
any other jurisdiction.

24. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.

<TABLE>
<S> <C>
ATTEST: PIONEER INDEPENDENCE FUND
--------------------------------- -------------------------------------
Joseph P. Barri John F. Cogan, Jr.
Secretary Chairman and President

ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
--------------------------------- -------------------------------------
Joseph P. Barri David D. Tripple
Secretary President
</TABLE>

A-6
<PAGE>

EXHIBIT B

Additional information pertaining to Pioneer

Pioneer is a wholly owned subsidiary of PGI. As of May 31, 2000, executive
officers and directors of Pioneer beneficially owned an aggregate of 27,356,022
shares of common stock of PGI, representing approximately 14.74% of the
outstanding common stock of PGI. During the period January 1, 2000 through May
31, 2000, there were no transactions in PGI common stock by any officer,
director or trustee of the fund, PGI, Pioneer and/or PFD in an amount equal to
or exceeding 1% of the outstanding common stock of PGI. Messrs. Cogan and
Tripple are trustees and officers of the fund and the directors of Pioneer. Mr.
Tripple is also the president (principal executive officer) of Pioneer. The
address of each of these persons is 60 State Street, Boston, Massachusetts
02109, and the principal occupation of each of these persons is as an employee
of PGI. Please see Proposal 2 for more detailed biographies of Messrs. Cogan
and Tripple.

Services provided to the fund by affiliates of Pioneer

PSC serves as the fund's transfer agent and shareholder servicing agent.
Under the terms of its contract with the fund, PSC's duties include: (i)
processing sales, redemptions and exchanges of shares of the fund; (ii)
distributing dividends and capital gains to shareholder accounts; and (iii)
maintaining certain account records and responding to routine shareholder
inquires. PSC will continue to provide these services after the approval by
shareholders of the proposed management contract. For its most recently
completed fiscal year, the fund paid a total of $211,107 in transfer agency
fees to PSC.

PFD, an indirect wholly owned subsidiary of PGI, serves as the fund's
principal underwriter and as the sponsor for Pioneer Independence Plans and
will continue to serve as the fund's principal underwriter and as sponsor for
the plans after the approval by shareholders of the proposed management
contract. For its most recently completed fiscal year, the fund paid $1,278 to
PFD in connection with its underwriting activities for the fund. PFD earned
$334,965 in creation and sales charges on plan investments for the fund's most
recently completed fiscal year.

The fund has entered into an administration agreement with Pioneer
pursuant to which certain accounting and legal services, which are expenses
payable by the fund under the existing management contract, are performed by
Pioneer and pursuant to which Pioneer is reimbursed for its costs of providing
such services. Pioneer will continue to perform its services to the fund under
the administration agreement after the approval by shareholders of the proposed
management contract. For its most recently completed fiscal year, the fund paid
a total of $31,652 to Pioneer for such services.

Pioneer's portfolio transaction policy

All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by Pioneer pursuant to authority contained in the existing
and proposed management contracts. In selecting brokers or dealers, Pioneer
considers factors relating to execution

B-1
<PAGE>

on the best overall terms available, including, but not limited to, the size
and type of the transaction; the nature and character of the markets of the
security to be purchased or sold; the execution efficiency, settlement
capability and financial condition of the dealer; the dealer's execution
services rendered on a continuing basis; and the reasonableness of any dealer
spreads.

Pioneer may select broker-dealers which provide brokerage and/or research
services to the fund and/or other investment companies or institutional or
other accounts managed by Pioneer. Such research services must be lawful and
must provide appropriate assistance to Pioneer in the performance of its
investment decision-making responsibilities and could include advice concerning
the value of securities; the advisability of investing in, purchasing or
selling securities; the availability of securities or the purchasers or sellers
of securities; providing stock quotation services, credit rating service
information and comparative fund statistics; furnishing analysis, electronic
information services, manuals and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and performance of
accounts and particular investment decisions; and effecting securities
transactions and performing functions incidental thereto (such as clearance and
settlement).

In circumstances where two or more broker-dealers offer comparable prices
and executions, preference may be given to a broker-dealer which has sold
shares of the fund as well as shares of other investment companies managed by
Pioneer. This policy does not imply a commitment to execute all portfolio
transactions through all broker-dealers that sell shares of the fund. In
addition, if Pioneer determines in good faith that the amount of commissions
charged by a broker-dealer is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, the fund may
pay commissions to such broker-dealer in an amount greater than the amount
another firm may charge. This information might be useful to Pioneer in
providing services to the fund as well as to other investment companies or
accounts managed by Pioneer, although not all of such research may be useful to
the fund generating the commission credits. Conversely, such information
provided to Pioneer by brokers and dealers through whom other clients of
Pioneer effect securities transactions might be useful to Pioneer in providing
services to the fund. The receipt of such research is not expected to reduce
Pioneer's normal independent research activities; however, it enables Pioneer
to avoid the additional expense which might otherwise be incurred if it were to
attempt to develop comparable information through its own staff.

B-2

<PAGE>

PROXY PROXY
PIONEER INDEPENDENCE FUND
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
To be held September 11, 2000

I (we), having received notice of the meeting and management's proxy
statement therefor, and revoking all prior proxies, hereby appoint John F.
Cogan, Jr., David D. Tripple, Robert P. Nault and Joseph P. Barri, and each of
them, my (our) attorneys (with full power of substitution in them and each of
them) for and in my (our) name(s) to attend the Special Meeting of Shareholders
of my (our) fund to be held on Monday, September 11, 2000, at 2 p.m. (Boston
time) at the offices of Hale and Dorr LLP, counsel to the fund, 60 State Street,
26th Floor, Boston, Massachusetts 02109, and any adjourned session or sessions
thereof, and there to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all shares of the
fund which I (we) will be entitled to vote or act upon, with all the powers I
(we) would possess if personally present.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSALS.

NOTE: In signing, please write name(s)
exactly as appearing hereon. When signing
as attorney, executor, administrator or
other fiduciary, please give your full
title as such. Joint owners should each
sign personally.

------------------------------------------
Signature of shareholder(s)

------------------------------------------
Signature of joint shareholder(s) (if any)

_____________________________________, 2000
Date

<PAGE>

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF YOUR FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING:

<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. To approve a new management contract between
the fund and Pioneer Investment Management, Inc.
("Pioneer"), the fund's investment adviser. This new
contract will take effect only if the proposed
acquisition of The Pioneer Group, Inc., the parent of
Pioneer, by UniCredito Italiano S.p.A. is consummated.

<CAPTION>
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
<S> <C> <C> <C>
2. To elect trustees. The nominees for trustees
are:

01 J.F. Cogan, Jr. 02 M.K. Bush
03 Dr. R.H. Egdahl 04 M.B.W. Graham
05 M.A. Piret 06 D.D. Tripple
07 S.K. West 08 J. Winthrop

TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NAME(S)
OF THE NOMINEE(S) ON THE LINE BELOW:

-----------------------------------
</TABLE>

<PAGE>

[logo Pioneer Independence Fund
Pioneer]
60 State Street
Boston, MA 02109-1820

July 2000

Dear Shareowner,

VOTING YOUR SHARES BY I am writing with some exciting news. As you may know,
MAIL IS QUICK AND EASY. on May 15, 2000, The Pioneer Group, Inc. and UniCredito
EVERYTHING YOU NEED IS Italiano S.p.A. announced an agreement under which
ENCLOSED. UniCredito is expected to purchase all of the
outstanding stock of Pioneer Group. In connection with
this transaction, a special meeting for shareowners of
Pioneer Independence Fund will be held on September 11,
2000.

The primary purpose of the special meeting is to permit
fund shareowners to consider a new management contract
with Pioneer Investment Management, Inc., the fund's
current investment adviser, as shareowner approval of
the new management contract is required by federal
securities laws in connection with the sale. The new
management contract will take effect following the sale
THE BOARD OF TRUSTEES of Pioneer Group to UniCredito. THE PROPOSAL DOES NOT
RECOMMENDS THAT YOU REQUEST AN INCREASE IN THE RATE OF THE FUND'S MANAGEMENT
VOTE FOR EACH FEES. As a shareowner in Pioneer Independence Fund, you
PROPOSAL. have the opportunity to voice your opinion on proposals
relating to the sale.

This package contains information about the proposals,
in addition to a proxy card for use when voting. Please
take a moment to read the enclosed materials before
casting your vote.

Each of the proposals has been reviewed by your fund's
Board of Trustees, whose primary role is to protect your
interests as a shareowner. In the Trustees' opinion, the
proposals are fair and reasonable. The Trustees
recommend that you vote FOR each proposal.

HERE IS WHAT A FOR VOTE MEANS FOR EACH OF THE PROPOSALS
BEING CONSIDERED.

PLEASE VOTE! YOUR VOTE
IS EXTREMELY IMPORTANT, PROPOSAL 1:
NO MATTER HOW MANY APPROVAL OF NEW MANAGEMENT CONTRACT BETWEEN YOUR FUND
SHARES YOU OWN. AND PIONEER INVESTMENT MANAGEMENT, INC. The new contract
will take effect only if the proposed acquisition of The
Pioneer Group, Inc., the parent of your fund's
investment adviser, Pioneer Investment Management, Inc.,
by UniCredito Italiano S.p.A. is consummated.

PROPOSAL 2:
ELECT EIGHT TRUSTEES TO THE BOARD. The Trustees
supervise your fund's activities and review contractual
arrangements with companies that provide services to the
fund. All of the nominees were previously elected by
shareowners. The proxy statement includes detailed
information about all nominees.

Cast your vote by completing and signing the proxy card
enclosed in this package. Please mail your completed and
signed card as quickly as possible, using the postage-
paid envelope provided. Thank you for your prompt
response.

Sincerely,

/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman and President

<PAGE>

[logo Pioneer Independence Fund
Pioneer]
60 State Street
Boston, MA 02109-1820

July 2000

Dear Shareowner,

This package contains information about the proposals,
in addition to a voting instruction card for use when
voting. Please take a moment to read the enclosed
materials before casting your vote.

HERE IS WHAT A FOR VOTE MEANS FOR EACH OF THE PROPOSALS
BEING CONSIDERED.

Cast your vote by completing and signing the voting
instruction card enclosed in this package. Please mail
your completed and signed card as quickly as possible,
using the postage-paid envelope provided. Thank you for
your prompt response.

Sincerely,

/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman and President
8740-00-0600

<PAGE>

VOTING INSTRUCTION FORM VOTING INSTRUCTION FORM
PIONEER INDEPENDENCE FUND
VOTING INSTRUCTION FORM FOR THE SPECIAL MEETING OF SHAREHOLDERS
STATE STREET BANK AND TRUST COMPANY
To be held on September 11, 2000

I (we), having received notice of the meeting and management's proxy
statement therefor, and revoking all prior proxies, hereby appoint John F.
Cogan, Jr., David D. Tripple, Robert P. Nault and Joseph P. Barri, and each of
them, my (our) attorneys (with full power of substitution in them and each of
them) for and in my (our) name(s) to attend the Special Meeting of Shareholders
of my (our) fund to be held on Monday, September 11, 2000, at 2 p.m. (Boston
time) at the offices of Hale and Dorr LLP, counsel to the fund, 60 State Street,
26th Floor, Boston, Massachusetts 02109, and any adjourned session or sessions
thereof, and there to instruct State Street Bank and Trust Company to vote and
act upon the following matters (as more fully described in the accompanying
proxy statement) in respect of all shares of the fund which I (we) will be
entitled to so instruct State Street Bank and Trust Company to vote or act upon,
with all the powers I (we) would possess if personally present.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO INSTRUCT STATE STREET BANK
AND TRUST COMPANY TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.

THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM WILL BE VOTED AS DIRECTED
BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS VOTING INSTRUCTION FORM WILL
INSTRUCT STATE STREET BANK AND TRUST COMPANY TO VOT FOR THE PROPOSALS.

------------------------------------------
Signature of shareholder(s)

------------------------------------------
Signature of joint shareholder(s) (if any)

_____________________________________, 2000
Date

<PAGE>

THIS VOTING INSTRUCTION FORM IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF
YOUR FUND AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.
THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING:

<CAPTION>
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
<S> <C> <C> <C>
2. To elect trustees. The nominees for trustees
are:

01 J.F. Cogan, Jr. 02 M.K. Bush
03 Dr. R.H. Egdahl 04 M.B.W. Graham
05 M.A. Piret 06 D.D. Tripple
07 S.K. West 08 J. Winthrop

TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE NAME(S)
OF THE NOMINEE(S) ON THE LINE BELOW:

-----------------------------------
</TABLE>