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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
Pioneer America Income Trust
Pioneer Balanced Fund
Pioneer Bond Fund
Pioneer Money Market Trust (Pioneer Cash Reserves Fund)
Pioneer Emerging Markets Fund
Pioneer Equity-Income Fund
Pioneer Europe Fund
Pioneer Fund
Pioneer Growth Shares
Pioneer High Yield Fund
Pioneer Indo-Asia Fund
Pioneer International Growth Fund
Pioneer Limited Maturity Bond Fund
Pioneer Micro-Cap Fund
Pioneer Mid-Cap Fund
Pioneer Mid-Cap Value Fund
Pioneer Real Estate Shares
Pioneer Science & Technology Fund
Pioneer Small Company Fund
Pioneer Strategic Income Fund
Pioneer Tax-Free Income Fund
Pioneer Tax-Managed Fund
Pioneer II
Pioneer World Equity 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>
PRELIMINARY PROXY MATERIAL
PIONEER AMERICA INCOME TRUST
PIONEER BALANCED FUND
PIONEER BOND FUND
PIONEER CASH RESERVES FUND
PIONEER EMERGING MARKETS FUND
PIONEER EQUITY-INCOME FUND
PIONEER EUROPE FUND
PIONEER FUND
PIONEER GROWTH SHARES
PIONEER HIGH YIELD FUND
PIONEER INDO-ASIA FUND
PIONEER INTERNATIONAL GROWTH FUND
PIONEER LIMITED MATURITY BOND FUND
PIONEER MICRO-CAP FUND
PIONEER MID-CAP FUND
PIONEER MID-CAP VALUE FUND
PIONEER REAL ESTATE SHARES
PIONEER SCIENCE & TECHNOLOGY FUND
PIONEER SMALL COMPANY FUND
PIONEER STRATEGIC INCOME FUND
PIONEER TAX-FREE INCOME FUND
PIONEER TAX-MANAGED FUND
PIONEER II
PIONEER WORLD EQUITY FUND
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
1-800-225-6292
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR AUGUST __, 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. Each fund's shareholder meeting
is expected to be held at the same time. Unless otherwise noted, the
shareholders of each fund will be asked to vote on the following proposals with
respect to their fund.
To the shareholders of each 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
August __, 2000 at 2:00 p.m., Boston time, to consider the following:
<PAGE>
1(a). 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;
1(b). FOR SHAREHOLDERS OF PIONEER INDO-ASIA FUND ONLY: A proposal to approve a
new subadvisory contract between Pioneer and Kothari Pioneer AMC Ltd.
(formerly ITI Pioneer AMC Ltd.). This new contract relates to the fund's
assets invested in Indian securities and will take effect only if the
proposed acquisition of PGI by UniCredito is consummated;
2. To elect the eight trustees of each fund (nine trustees in the case of
Pioneer Real Estate Shares), 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.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL THE PROPOSALS. APPROVAL OF
NEW MANAGEMENT CONTRACTS IS REQUIRED BECAUSE OF THE CHANGE IN CONTROL OF PGI.
APPROVAL OF THE PROPOSALS WILL NOT INCREASE THE MANAGEMENT FEE RATES PAYABLE BY
ANY FUND.
Shareholders of record as of the close of business on June 16, 2000 are
entitled to vote at the meeting and any related follow-up meetings.
By Order of the Boards of Trustees,
Joseph P. Barri, SECRETARY
Boston, Massachusetts
June ______, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY.
8612-00-0600
2
<PAGE>
JOINT PROXY STATEMENT
OF
PIONEER AMERICA INCOME TRUST
PIONEER BALANCED FUND
PIONEER BOND FUND
PIONEER CASH RESERVES FUND
PIONEER EMERGING MARKETS FUND
PIONEER EQUITY-INCOME FUND
PIONEER EUROPE FUND
PIONEER FUND
PIONEER GROWTH SHARES
PIONEER HIGH YIELD FUND
PIONEER INDO-ASIA FUND
PIONEER INTERNATIONAL GROWTH FUND
PIONEER LIMITED MATURITY BOND FUND
PIONEER MICRO-CAP FUND
PIONEER MID-CAP FUND
PIONEER MID-CAP VALUE FUND
PIONEER REAL ESTATE SHARES
PIONEER SCIENCE & TECHNOLOGY FUND
PIONEER SMALL COMPANY FUND
PIONEER STRATEGIC INCOME FUND
PIONEER TAX-FREE INCOME FUND
PIONEER TAX-MANAGED FUND
PIONEER II
PIONEER WORLD EQUITY 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.
EACH FUND WILL FURNISH WITHOUT CHARGE A COPY OF ITS MOST RECENT ANNUAL
REPORT AND ANY MORE RECENT SEMIANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST.
SHAREHOLDERS WHO WANT TO OBTAIN A COPY OF THEIR FUND'S REPORTS SHOULD DIRECT ALL
WRITTEN REQUESTS TO THE ATTENTION OF THEIR FUND, AT THE ADDRESS LISTED ABOVE, OR
SHOULD CALL PIONEERING SERVICES CORPORATION, THE FUNDS' TRANSFER AGENT, AT
1-800-225-6292.
1
<PAGE>
INTRODUCTION
This proxy statement is being used by the board of trustees of each fund to
solicit proxies to be voted at a special meeting of shareholders of your fund.
Each fund's special meeting is expected to be held at the same time at the
offices of Hale and Dorr LLP, 60 State Street, 26th Floor, Boston, Massachusetts
02109 at 2:00 p.m., Boston time on August __, 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 card are being mailed to
shareholders on or about June __, 2000. The annual report for each 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 each fund's investment adviser, Pioneer Investment Management, Inc.
("Pioneer"), by UniCredito Italiano S.p.A. ("UniCredito"). If Proposal 1(a),
regarding the approval of the proposed management contracts (as defined below),
is adopted and the Transaction is consummated, Pioneer will continue as the
investment adviser to each fund. The Transaction is conditioned upon approval of
Proposal 1(a) by the shareholders of funds 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 contracts are
discussed below.
WHO IS ELIGIBLE TO VOTE
Shareholders of record of a fund as of the close of business on June 16,
2000 (the "record date") are entitled to vote on all of that fund's business at
the special shareholder meeting and any adjournments thereof. 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 the shareholder's
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.
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. UniCredito is Italy's
second largest banking group, as measured by market capitalization, and was
formed in 1998 by the merger of Credito Italiano and Rolo Banca 1473 with
Cariverona, Cassa di Risparmio di Torino and Cassamarca. 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.
2
<PAGE>
UniCredito's asset management subsidiary, EuroPlus, is one of Europe's
largest and fastest-growing asset managers, with approximately $80 billion in
assets under management, 90 established mutual funds 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. EuroPlus operates primarily through two
arms: EuroPlus Research and Management in Dublin and EuroPlus SGR in Milan.
Upon completion of the Transaction, PGI and EuroPlus will combine to form
Pioneer Global Asset Management, a new wholly owned subsidiary of UniCredito
with combined assets under management of over $100 billion. Pioneer Global Asset
Management will conduct its asset management business through three operational
units: Pioneer Research & Management (currently EuroPlus Research and
Management), Pioneer SGR (currently EuroPlus SGR) and Pioneer U.S. (currently
PGI).
The principal executive offices of UniCredito are located at Piazza
Cordusio 2, 20123 Milan, Italy.
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 gold exploration, timber, Russian investment management and Eastern
European real estate 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 funds 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 $1 million 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 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 the new management contracts by shareholders of
the funds 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.
No change in any fund's portfolio manager(s) or portfolio management team
is anticipated to occur in connection with the Transaction. PGI has agreed to
provide bonus
3
<PAGE>
payments and other benefits to certain Pioneer personnel in order that
there be no disruption in the quality of services provided to shareholders of
the funds in connection with the Transaction. However, the Transaction 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 funds in a number of ways, including the
following:
o Pioneer's expertise will be enhanced by the experience and expertise of
UniCredito's investment management professionals. While no change in the
management of the funds 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 further 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 funds and
maintain the high level of services it provides to the funds.
The following table summarizes each proposal to be presented at the
shareholder meeting and the funds whose shareholders are solicited with respect
to each proposal:
<TABLE>
<CAPTION>
-------------------------------------------------- ------------------------------------------
PROPOSAL AFFECTED FUNDS
-------------------------------------------------- ------------------------------------------
-------------------------------------------------- ------------------------------------------
<S> <C>
1(a). Approval of new management contracts All funds, with all classes voting
together
-------------------------------------------------- ------------------------------------------
-------------------------------------------------- ------------------------------------------
1(b). Approval of new subadvisory contract Pioneer Indo-Asia Fund, with all classes
voting together
-------------------------------------------------- ------------------------------------------
-------------------------------------------------- ------------------------------------------
2. Election of trustees All funds, with all classes voting
together
-------------------------------------------------- ------------------------------------------
</TABLE>
4
<PAGE>
PROPOSAL 1(A)
APPROVAL OF A NEW MANAGEMENT CONTRACT
(EACH FUND)
SUMMARY
Pioneer has served as each fund's investment adviser since each fund's
inception, except for Pioneer America Income Trust, Pioneer Balanced Fund,
Pioneer Cash Reserves Fund, Pioneer Growth Shares and Pioneer Tax-Free Income
Fund for which Pioneer has served as investment adviser since 1993.
Pioneer serves as the investment adviser for the funds 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 each fund held on June ___, 2000,
the trustees, including all of the trustees who are not "interested persons" of
the funds, Pioneer or UniCredito, unanimously approved as in the best interest
of shareholders, and voted to recommend that the shareholders of each fund
approve, a proposal to adopt a new management contract with Pioneer (each, a
"proposed management contract") effective upon consummation of the Transaction.
Shareholders of each fund are being asked to approve the fund's proposed
management contract with Pioneer. The consummation of the Transaction will
constitute an "assignment" (as defined in the Investment Company Act of 1940
(the "1940 Act")) of each fund's current management contract with Pioneer (the
"existing management contract"). As required by the 1940 Act, each existing
management contract provides for its automatic termination in the event of an
assignment. Accordingly, the existing management contracts will terminate upon
the consummation of the Transaction and the new management contracts are being
proposed to enable Pioneer to continue to manage the funds.
TERMS OF PROPOSED MANAGEMENT CONTRACTS AND EXISTING MANAGEMENT CONTRACTS
The terms of each fund's proposed management contract are substantially
identical to the terms of that fund's existing management contract, except for
the dates of execution, effectiveness and termination and for certain amendments
to conform the terms of the management contracts. The stated management fees to
be paid by the funds are identical under the proposed management contracts and
the existing management contracts. Except as discussed under the caption "Other
provisions under the existing and proposed management contracts," all the terms
described below with respect to a fund's proposed management contract were
contained in that fund's existing management contract.
Each existing management contract (other than the contracts for Pioneer
International Growth Fund and Pioneer Limited Maturity Bond Fund) is
substantially similar except for the method and rate for calculating management
fees, effective dates and renewal dates; therefore they are discussed below as
the "existing management contract." The following summary of the proposed
management contracts is qualified by reference to the representative forms of
proposed management contract attached to this proxy statement as EXHIBITS A1 AND
A2.
5
<PAGE>
Because the proposed management contracts (other than for Pioneer
International Growth Fund and Pioneer Limited Maturity Bond Fund) are
substantially similar, only one representative proposed management contract for
these funds is included as EXHIBIT A1. The proposed management contracts for
Pioneer International Growth Fund and Pioneer Limited Maturity Bond Fund are
substantially similar and one representative proposed management contract for
these funds is included as EXHIBIT A2. The date that the existing management
contracts were most recently submitted to shareholders for approval and the
purpose for such submission is set forth in EXHIBIT C. Information regarding
Pioneer, its principal executive officers and directors, its other investment
company clients and brokerage policy is included in EXHIBIT D to this proxy
statement.
MANAGEMENT SERVICES. The management services to be provided by Pioneer to
each 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 each fund will contain
identical provisions relating to the expenses to be borne by the fund. Each
fund's existing management contract and proposed management contract provide
that the expenses borne by the fund will include: (i) the charges and expenses
of auditors; (ii) the charges and expenses of any custodian, transfer agent,
plan agent, dividend disbursing agent and registrar appointed by the fund; (iii)
issue and transfer taxes chargeable to the fund in connection with securities
transactions to which the fund is a party; (iv) 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; (v) fees and expenses involved in registering and maintaining
registrations of the fund and/or its shares with such 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; (vi) 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; (vii) charges and expenses of legal counsel; (viii) any distribution
fees paid by the fund in accordance with Rule 12b-1 under the 1940 Act; (ix)
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"); (x) the cost of preparing and printing
share certificates; and (xi) interest on borrowed money, if any. In addition,
under the existing management contract and proposed management contract for each
fund (other than Pioneer International Growth Fund and Pioneer Limited Maturity
Bond Fund), the fund bears overhead for fund accounting, pricing and appraisal
services, 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.
6
<PAGE>
Under both the existing and the proposed management contracts for each
fund, Pioneer, at its own expense (except as stated in the last sentence of the
immediately preceding paragraph for each fund other than Pioneer International
Growth Fund and Pioneer Limited Maturity Bond Fund), will furnish to each 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
each 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 each
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.
Each 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 funds 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 funds' independent trustees.
MANAGEMENT FEES. For its services, Pioneer is entitled to a management fee.
The method and rate for calculating each fund's management fee will be the same
under each fund's proposed management contract as under its existing management
contract (such methods and rates are set forth below). If each proposed
management contract had been in effect for each fund's most recently completed
fiscal year, the amount of management fees payable to Pioneer by each fund would
have been identical to those payable under each existing management contract.
THERE WILL BE NO INCREASE IN THE MANAGEMENT FEE RATES IN CONNECTION WITH THE
TRANSACTION.
The methods and rates for calculating each fund's management fee under the
existing and the proposed management contracts are set forth in EXHIBIT B to
this proxy statement. Management fees are calculated for the funds in one of
three ways:
A) an asset based fee with a flat fee schedule. For an asset based fee with a
flat fee schedule, the fund pays Pioneer a fee at a fixed annual rate,
expressed as a percentage of the fund's average daily net assets. The fee
is computed and accrued daily and paid monthly in arrears.
B) an asset based fee with a graduated fee schedule. For an asset based fee
with a graduated fee schedule, the fund pays Pioneer a fee at an annual
rate, which varies
7
<PAGE>
as a percentage of the fund's average daily net assets according to the
asset size of the fund. The fee is computed and accrued daily and paid
monthly in arrears.
C) an asset based fee that is increased or decreased depending on the fund's
investment performance relative to a selected securities or fund index.
Under this type of arrangement, the fund pays Pioneer a monthly fee at
either a fixed annual rate or an annual rate which varies as a percentage
of the fund's average daily net assets according to the asset size of the
fund (the "basic fee"). A performance adjustment is then made that will
either increase or decrease the basic fee paid by the fund to Pioneer. The
performance adjustment is based on the performance of the fund's Class A
shares as compared to the investment performance record over the same
period of an index determined by the trustees of the fund to be
appropriate. The performance adjustment is calculated at net asset value.
The basic fee is subject to upward or downward adjustment depending on
whether, and to what extent, the investment performance of the fund's Class
A shares for the relevant performance period exceeds, or is exceeded by,
the performance of the index over the same period. This performance
comparison is made at the end of each month. Each percentage point of
difference (up to a maximum difference) would result in a performance rate
adjustment to the basic fee of 0.01% or 0.02%, depending on the fund. An
appropriate percentage of this rate (based upon the number of days in the
current month) would then be multiplied by the average daily net assets of
the fund over the entire performance period, giving the dollar amount which
will be added to (or subtracted from) the basic fee. The monthly
performance adjustment will be further adjusted to the extent necessary to
ensure that the total of such adjustments to the basic fee does not exceed
a stated maximum percentage of average daily net assets for that year.
EXPENSE LIMIT AND REIMBURSEMENT AGREEMENTS. The following funds have
executed expense limit and reimbursement agreements with Pioneer. Under the
terms of each expense limit and reimbursement agreement, Pioneer has agreed to
reduce its management fees or reimburse the fund for ordinary expenses to limit
the total expenses of the fund's Class A shares so that they do not exceed the
amounts set forth below. The portion of a fund's fund-wide expenses attributable
to the fund's Class B, Class C and, if applicable, Class Y shares will be
reduced by the same number of basis points as such expenses are reduced for
Class A shares.
<TABLE>
<CAPTION>
Expense limitation (as a percentage of
FUND THE FUND'S AVERAGE DAILY NET ASSETS)
---- ------------------------------------
<S> <C>
Pioneer High Yield Fund 0.75%
Pioneer Science & Technology Fund 0.75%
Pioneer Strategic Income Fund 1.50%
Pioneer Tax-Managed Fund 1.75%
</TABLE>
Pioneer may discontinue the expense limitation at any time by supplementing
the fund's prospectus and by providing prior notice to the board of trustees for
the fund. The expense limit and reimbursement agreement for each of Pioneer High
Yield Fund, Pioneer Science & Technology Fund and Pioneer Tax-Managed Fund will
terminate without any action by Pioneer
8
<PAGE>
in the event that the average net assets of the applicable fund for a
period for 60 days are $75 million or more. The expense limit and reimbursement
agreement for Pioneer Strategic Income Fund will terminate without any action by
Pioneer in the event that the net assets of the fund are $75 million or more.
Each expense limit and reimbursement agreement automatically terminates without
obligation by the fund upon termination of the management contract between
Pioneer and the fund. Pioneer expects to enter into a new expense limit and
reimbursement agreement with respect to each of these funds (on the same terms
as the existing agreements) upon entering into the proposed management contracts
with such funds.
If Pioneer waives any fee or reimburses any expenses, and the expenses of
the fund are subsequently less than the expense limitation set forth above, the
fund will reimburse Pioneer for such waived fees or reimbursed expenses provided
that such reimbursement does not cause the fund's expenses to exceed the expense
limitation set forth above. No fund will reimburse Pioneer for such waived fees
or reimbursed expenses more than three years after such fees were waived or such
expenses were incurred.
The aggregate amount of management fees incurred by each fund for its most
recently completed fiscal year, and the amount of any reimbursements resulting
from the expense limitation (if any) then in effect, are set forth in EXHIBIT C
to this proxy statement.
OTHER PROVISIONS UNDER THE EXISTING AND PROPOSED MANAGEMENT CONTRACTS
STANDARD OF CARE. Under each existing and proposed management contract
(other than for Pioneer International Growth Fund and Pioneer Limited Maturity
Bond Fund), 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. Each of Pioneer International Growth Funds and Pioneer Limited
Maturity Bond Funds proposed management contract would be amended to include
this standard of care provision.
PIONEER'S AUTHORITY. Each existing and proposed management contract
provides 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. The
existing management contracts for Pioneer International Growth Fund and Pioneer
Limited Maturity Bond Fund include a provision that notice of each purchase and
sale of portfolio securities for a fund must promptly be provided to the funds
trustees who may, upon written action by at least three trustees, require the
Manager to repurchase or resell the security involved in such transaction at the
funds expense. This provision will be deleted from the proposed management
contracts for these funds.
9
<PAGE>
PORTFOLIO TRADING. Each existing and proposed management contract expressly
permits Pioneer to engage in portfolio trading. For a more detailed description
of Pioneer's current portfolio brokerage practices, see EXHIBIT D to this proxy
statement.
EXPENSE LIMITATION. Each existing and proposed management contract provides
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 each fund (other than Pioneer
Fund, Pioneer Growth Shares, Pioneer High Yield Fund, Pioneer Mid-Cap Value
Fund, Pioneer Real Estate Shares, Pioneer Science & Technology Fund and Pioneer
Tax-Managed Fund) also contain a provision which limits each fund's operating
expenses to the highest limit set by state securities law. The proposed
management contracts for these funds would be revised to eliminate this
provision because it is no longer necessary under federal securities laws.
OTHER PROVISIONS. Each existing and proposed management contract (other
than for Pioneer International Growth Fund and Pioneer Limited Maturity Bond
Fund) includes a provision that the fund may pay for charges and expenses of
counsel to the "non-interested" trustees as well as counsel to the fund. Each of
Pioneer International Growth Fund's and Pioneer Limited Maturity Bond Fund's
proposed management contract would be revised to clarify that the fees of
counsel to the "non-interested" trustees are a fund expense. The existing and
proposed management contracts for Pioneer Cash Reserves Fund, Pioneer Europe
Fund, Pioneer High Yield Fund, Pioneer Science & Technology Fund, Pioneer
Strategic Income Fund and Pioneer Tax-Managed Fund permit Pioneer to consider
the sale of the fund's shares in selecting brokers and dealers. The other funds'
proposed management contracts would be amended to include this provision. The
existing and proposed management contracts for each fund (other than Pioneer
America Income Trust, Pioneer Balanced Fund, Pioneer Bond Fund, Pioneer Cash
Reserves Fund, Pioneer Emerging Markets Fund, Pioneer Europe Fund, Pioneer
Strategic Income Fund and Pioneer Tax-Managed Fund) contain a provision which
permits Pioneer to delegate its investment advisory duties to a subadviser. Each
other fund's proposed management contract would be amended to expressly permit
the use of subadvisers. Any use of subadvisers would be subject to approval by
the funds' independent trustees. The existing and proposed management contracts
for each fund (other than Pioneer America Income Trust, Pioneer Bond Fund,
Pioneer Cash Reserves Fund, Pioneer Europe Fund, Pioneer International Growth
Fund, Pioneer Limited Maturity Bond Fund and Pioneer Strategic Income Fund)
contain a provision which prohibits the fund from using the name "Pioneer" in
the event Pioneer or any of its affiliates ceases to act as the investment
adviser of the fund. Each proposed management contract would be amended to
include this provision.
Each existing and proposed management contract (other than for Pioneer
International Growth Fund and Pioneer Limited Maturity Bond Fund) 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; and (v)
invalid or
10
<PAGE>
unenforceable provisions of the contract are severable and do not render
the entire agreement invalid or unenforceable. Each of Pioneer International
Growth Funds and Pioneer Limited Maturity Bond Funds proposed management
contract would be amended to include these provisions.
MISCELLANEOUS
If approved by shareholders, each fund's proposed management contract will
become effective upon the consummation of the Transaction and will continue in
effect for an initial period of [two years] 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. Each 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 D.
FACTORS CONSIDERED BY THE TRUSTEES
The trustees of each fund determined that the terms of each proposed
management contract are fair and reasonable and that approval of the proposed
management contract on behalf of each 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 each fund. The trustees
believe that the proposed management contract will enable each fund to continue
to enjoy high quality investment advisory services at costs which they deem
appropriate, reasonable and in the best interests of each fund and its
shareholders.
In evaluating the proposed management contracts, the trustees reviewed
materials furnished by Pioneer and UniCredito, including information regarding
Pioneer, UniCredito, 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 funds and their 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 proposed transaction, the operations of the funds and
the capabilities of Pioneer to provide advisory and other services to the funds
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 funds 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 funds compared to their peer group and the
profitability to Pioneer in managing the funds.
The trustees also specifically considered the following as relevant to
their recommendations: (1) that the terms of the proposed management contracts
are substantially identical to those of the existing management contracts,
except for different execution dates, effective dates, termination dates and
certain changes; (2) the favorable history, reputation, qualification and
background of Pioneer and UniCredito, as well as the qualifications of their
11
<PAGE>
personnel and their respective financial conditions; (3) that the fee and
expense ratios of the funds 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 funds since
commencement of operations (or since Pioneer has served as the fund's investment
adviser, if later) to comparable mutual funds and unmanaged indices; (5) the
commitment of PGI to pay the expenses of the funds in connection with the
Transaction so that shareholders of the funds would not have to bear such
expenses; (6) the possibility of benefits that may be realized by the funds 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 funds and reduces vulnerability to changes in
control of PGI that may be adverse to the funds' interests; and (8) other
factors deemed relevant by the trustees.
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 boards of trustees have 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 funds. Moreover, UniCredito has
agreed in the Merger Agreement that (i) for a period of three years after the
consummation of the Transaction, UniCredito and its affiliates will use
reasonable efforts to assure that at least 75% of each fund's board of trustees
are not "interested persons" (as defined in the 1940 Act) of UniCredito or
Pioneer, (ii) for two years after the consummation of the Transaction,
UniCredito and its affiliates will refrain from imposing, or agreeing to impose,
an unfair burden on any fund and (iii) UniCredito and its affiliates will use
reasonable efforts to ensure that any vacancy on a fund's board of trustees
shall be filled by a person who is not an "interested person" of UniCredito or
Pioneer and who has been selected by that fund's independent trustees.
TRUSTEES' RECOMMENDATION
The independent trustees of each fund held meetings to consider the
proposed management contracts and the Transaction on May 25, 2000 and June ___,
2000, and the entire board of trustees considered the proposal at a meeting held
on June ___, 2000. Based on their evaluation of the materials presented and
assisted by the advice of independent counsel, the trustees at the meeting held
on June ___, 2000, including all the trustees who are not "interested
12
<PAGE>
persons" of any fund, Pioneer or UniCredito, unanimously concluded that the
terms of the proposed management contract for each fund are reasonable, fair and
in the best interests of such 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 vote cast at the meeting, approved and voted to recommend to the
shareholders of each fund that they approve the proposed management contract.
If the shareholders of a fund do not approve the proposed management
contract with respect to their fund and the Transaction is consummated, the
trustees of such 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 such 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 the Transaction is not consummated, Pioneer would
continue to serve as investment adviser of the funds pursuant to the terms of
the existing management contracts.
REQUIRED VOTE
As provided under the 1940 Act, approval of each proposed management
contract will require the vote of a majority of the outstanding voting
securities of the applicable fund. In accordance with the 1940 Act and as used
in this Proposal 1(a) and Proposal 1(b), a "majority of the outstanding voting
securities" of a 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.
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 contracts by shareholders of the funds 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.
13
<PAGE>
PROPOSAL 1(B)
APPROVAL OF A NEW SUBADVISORY CONTRACT
(PIONEER INDO-ASIA FUND ONLY)
SUMMARY
Pioneer has retained the services of Kothari Pioneer AMC Ltd. ("Kothari
Pioneer") as the Indian subadviser to Pioneer Indo-Asia Fund. As the Indian
subadviser to the fund, Kothari Pioneer identifies and analyzes industries and
individual issuers of Indian securities, provides analyses of economic and
political trends and developments and their potential effect on India's
securities markets and the fund's investments, monitors regulatory and
procedural developments occurring in Indian securities markets, and reviews and
analyzes the fund's Indian investments.
Kothari Pioneer is a joint venture of Pioneer and the Investment Trust of
India Limited ("ITI"), a corporation organized under the laws of India. ITI was
established in 1946 and is one of India's leading providers of financial
services. Kothari Pioneer's main office is at Kothari Buildings, 117, N.H. Road,
Madras, 600 034 India.
At a meeting of the board of trustees of Pioneer Indo-Asia Fund held on
June 13, 2000, the trustees, including all of the trustees who are not
"interested persons" of the fund, Pioneer, Kothari 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
subadvisory contract (the "proposed subadvisory contract") effective upon
consummation of the Transaction.
Shareholders of Pioneer Indo-Asia Fund are being asked to approve the
proposed subadvisory contract with Kothari Pioneer. The consummation of the
Transaction will constitute an "assignment" (as defined in the 1940 Act) of
Pioneer's current subadvisory contract with Kothari Pioneer (the "existing
subadvisory contract"). As required by the 1940 Act, the existing subadvisory
contract provides for its automatic termination in the event of an assignment.
Accordingly, the existing subadvisory contract will terminate upon the
consummation of the Transaction and the proposal to adopt a new subadvisory
contract is being proposed to enable Kothari Pioneer to continue to manage the
fund's investments in Indian securities.
TERMS OF THE PROPOSED SUBADVISORY CONTRACT AND EXISTING SUBADVISORY CONTRACT
The terms of Pioneer Indo-Asia Fund's proposed subadvisory contract are
substantially identical to the terms of the fund's existing subadvisory
contract, except for the date of execution, effectiveness and termination.
Pioneer, and not the fund, pays a portion of the fee it receives from the fund
to Kothari Pioneer as compensation for Kothari Pioneer's subadvisory services to
the fund. The stated subadvisory fee to be paid by Pioneer is identical under
the proposed subadvisory contract and the existing subadvisory contract. All the
terms described below with respect to the fund's proposed subadvisory contract
were contained in the existing subadvisory contract.
The following summary of the proposed subadvisory contract is qualified by
reference to the form of proposed subadvisory contract attached to this proxy
statement as EXHIBIT A3.
14
<PAGE>
SUBADVISORY SERVICES. The subadvisory services to be provided by Kothari
Pioneer to Pioneer Indo-Asia Fund under the proposed subadvisory contract are
identical to those provided by Kothari Pioneer under the fund's existing
subadvisory contract. Pursuant to the terms of the fund's subadvisory contract,
Kothari Pioneer serves as adviser with regard to the fund's investment in Indian
securities. However, Kothari Pioneer is not authorized to buy or sell securities
for the account of the fund without Pioneer's prior written authorization.
Pioneer determines the amount of the fund's assets invested from time to time in
Indian securities. There is no minimum or maximum percentage of the fund's
assets that is invested in Indian securities. The maximum percentage of the
fund's assets invested in Indian securities was ___% during the fund's most
recently completed fiscal year.
SUBADVISORY FEES. For its services, Kothari Pioneer is entitled to a
subadvisory fee from Pioneer. Pioneer Indo-Asia Fund has no responsibility to
pay any fee to Kothari Pioneer. The method and rate for calculating the
subadvisory fee will be the same under the proposed subadvisory contract as
under the existing subadvisory contract. Under both the existing and proposed
subadvisory contracts, Pioneer pays Kothari Pioneer a fee at an annual rate as a
percentage of the fund's average gross assets invested in India's securities
markets, including assets invested in American, global or other types of
depositary receipts for securities traded in India's securities markets:
<TABLE>
<CAPTION>
ASSETS FEE
<S> <C>
$0 to 15 million 0.10%
$15 to 40 million 0.20%
$40 to 60 million 0.40%
Over $60 million 0.60%
</TABLE>
THERE WILL BE NO INCREASE IN THE SUBADVISORY FEE RATE IN CONNECTION WITH
THE TRANSACTION. If the proposed subadvisory contract had been in effect for
Pioneer Indo-Asia Fund's most recently completed fiscal year, the amount of
subadvisory fees payable to Kothari Pioneer by Pioneer would have been identical
to those payable under the existing subadvisory contract.
The aggregate amount of investment subadvisory fees paid by Pioneer to
Kothari Pioneer for Pioneer Indo-Asia Fund's most recently completed fiscal year
is set forth in EXHIBIT C to this proxy statement. The date that the existing
subadvisory contract was most recently submitted to shareholders for approval
and the purpose for such submission is also set forth in EXHIBIT C.
OTHER PROVISIONS UNDER THE EXISTING AND PROPOSED SUBADVISORY CONTRACTS
STANDARD OF CARE. Under the existing and proposed subadvisory contracts,
Kothari Pioneer "will not be liable for any error of judgment 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 Kothari Pioneer.
Kothari Pioneer, however, shall not be protected against liability by reason of
its ". . . (a) willful misfeasance, bad faith or gross negligence in the
performance of its duties, (b) its reckless disregard of its obligations and
duties under" either the existing or proposed subadvisory contracts, or (c) any
mistake or negligence of Kothari Pioneer with respect to applicable law, the
direction of portfolio transactions to affiliated broker dealers
15
<PAGE>
in violation of either contract, Kothari Pioneer's responsibilities with
respect to corporate actions of issuers of securities held by the fund, but not
registered in the fund's name, or Kothari Pioneer's responsibility for ensuring
compliance with transaction volume limits with respect to the fund's investments
in Indian securities markets.
OTHER PROVISIONS. The existing and proposed subadvisory contracts include
provisions that provide that: (i) the law of The Commonwealth of Massachusetts
shall be the governing law of the contract; (ii) Kothari Pioneer is an
independent contractor and not an employee of Pioneer or 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; 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 of Pioneer Indo-Asia Fund, the proposed
subadvisory contract will become effective upon the consummation of the
Transaction and will continue in effect for an initial period of two years and
thereafter will continue from year to year subject to annual approval by the
board of trustees in the same manner as the existing subadvisory contract. The
proposed subadvisory 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.
FACTORS CONSIDERED BY THE TRUSTEES
The trustees of Pioneer Indo-Asia Fund determined that the terms of the
proposed subadvisory contract are fair and reasonable and that approval of the
proposed subadvisory 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 subadvisory contract on behalf of the fund.
The trustees believe that the proposed subadvisory contract will enable the fund
to continue to enjoy high quality investment subadvisory services with regard to
its Indian investments at costs which they deem appropriate, reasonable and in
the best interests of the fund and its shareholders.
In evaluating the proposed subadvisory contract, the trustees reviewed
materials furnished by Pioneer, Kothari Pioneer and UniCredito, including
information regarding Pioneer, Kothari Pioneer, UniCredito, 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 proposed
transaction, the operations of the fund and the capabilities of Kothari Pioneer
to provide subadvisory and other services to the fund would not be materially
adversely affected and may be enhanced by the resources of UniCredito, though
there could be no assurance as to any particular benefits that may result.
16
<PAGE>
The trustees also specifically considered the following as relevant to
their recommendations: (1) that the terms of the proposed subadvisory contract
are substantially identical to those of the existing subadvisory contract,
except for different execution dates, effective dates and termination dates; (2)
the favorable history, reputation, qualification and background of Pioneer,
Kothari 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; and (7) other factors deemed relevant by the trustees.
TRUSTEES' RECOMMENDATION
The independent trustees of Pioneer Indo-Asia Fund held a meeting to
consider the proposed subadvisory contract and the Transaction on May 25, 2000
and June ___, 2000, and the entire board of trustees considered the proposal at
a meeting held on June ___, 2000. Based on their evaluation of the materials
presented and assisted by the advice of independent counsel, the trustees at the
meeting held on June 13, 2000, including all the trustees who are not
"interested persons" of the fund, Pioneer, Kothari Pioneer or UniCredito,
unanimously concluded that the terms of the proposed subadvisory 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 vote cast at the meeting, approved and
voted to recommend to the shareholders of the fund that they approve the
proposed subadvisory contract.
If the shareholders of Pioneer Indo-Asia Fund do not approve the proposed
subadvisory contract and the Transaction is consummated, 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
subadvisory services at cost or at the current fee rate either from Kothari
Pioneer or from another subadviser. Thereafter, the trustees of the fund would
recommend that Pioneer either negotiate a new subadvisory agreement with another
subadviser approved by the trustees or make other appropriate arrangements. In
the event the Transaction is not consummated, Kothari Pioneer would continue to
serve as subadviser of the fund pursuant to the terms of the existing
subadvisory contract.
REQUIRED VOTE
As provided under the 1940 Act, approval of the proposed subadvisory
contract will require the vote of a "majority of the outstanding voting
securities" of Pioneer Indo-Asia Fund, as described in Proposal 1(a).
FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES OF YOUR FUND UNANIMOUSLY
RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSED SUBADVISORY CONTRACT.
17
<PAGE>
PROPOSAL 2
ELECTION OF BOARD OF TRUSTEES
Shareholders of each fund other than Pioneer Real Estate Shares are being
asked to consider the election of eight nominees to the board of trustees of
their respective fund. Shareholders of Pioneer Real Estate Shares are being
asked to consider the election of nine nominees to the board of trustees. All of
the nominees for election to the funds' boards of trustees currently serve as
trustees for each fund for which such person is a nominee. 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 each 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 a fund and the number of shares
of each fund beneficially owned by each nominee, directly or indirectly, on May
31, 2000.
18
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION NUMBER OF SHARES OWNED AND
NAME (AGE), POSITION(S) WITH EACH OR EMPLOYMENT PERCENTAGE OF TOTAL SHARES
FUND AND ADDRESS AND TRUSTEE/DIRECTORSHIPS(1) OUTSTANDING ON MAY 31, 2000
<S> <C> <C>
JOHN F. COGAN, JR.* (74) President, Chief Executive Officer and a
CHAIRMAN OF THE BOARD, PRESIDENT Director of PGI; Chairman and a Director of
AND TRUSTEE Pioneer, PFD, Closed Joint-Stock Company
60 State Street "Forest-Starma" and Pioneer Global Funds
Boston, MA 02109 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 Fonds 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 Income
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 funds).
MARY K. BUSH President, Bush & Co. (international financing
(52) advisory firm); Director and/or Trustee of
TRUSTEE Mortgage Guaranty Insurance Corporation, Hoover
4201 Cathedral Ave., N.W. Institution, March of Dimes, Wilberforce
Washington, D.C. 20016 University, Texaco, Inc., Building One Services
Corporation and R.J. Reynolds Tobacco Holdings,
Inc.; Advisory Board Member, Washington Mutual
Investors Fund (registered investment company);
and Trustee of all of the Pioneer mutual funds,
except Pioneer Variable Contracts Trust.
19
<PAGE>
<CAPTION>
PRINCIPAL OCCUPATION NUMBER OF SHARES OWNED AND
NAME (AGE), POSITION(S) WITH EACH OR EMPLOYMENT PERCENTAGE OF TOTAL SHARES
FUND AND ADDRESS AND TRUSTEE/DIRECTORSHIPS(1) OUTSTANDING ON MAY 31, 2000
<S> <C> <C>
BLAKE EAGLE+ Chairman of the Center for Real Estate,
(6[7]) Massachusetts Institute of Technology since
TRUSTEE OF PIONEER REAL ESTATE 1994; Member of the Capital Markets Task Force
SHARES for the Urban Land Institute; Director of
Massachusetts Institute of Bentall Corporation (Canadian real estate firm),
Technology Cornerstone Properties, Inc. (real estate firm
Building W31 310 listed on the Frankfurt Stock Exchange) and
Cambridge, MA 02139 Storage Trust Realty (real estate firm listed on
the New York Stock Exchange); Chairman of the
Institutional Real Estate Clearinghouse (a
nonprofit organization); Member of the Real
Estate Advisory Committee of the New York State
Teachers' Retirement Plan; and Member of the
Shared Investment Committee of Copley Investors
Limited Partnership.
RICHARD H. EGDAHL, M.D. Alexander Graham Bell Professor of Health Care
(73) Entrepreneurship, Boston University; Professor
TRUSTEE of Management, Boston University School of
Boston University Health Policy Management; Professor of Public Health, Boston
Institute University School of Public Health; Professor of
53 Bay State Road Surgery, Boston 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 Group, Inc.
(53) (consulting firm); and Trustee of all of the
TRUSTEE Pioneer mutual funds, except Pioneer Variable
The Keep Contracts Trust.
P.O. Box 110
Little Deer Isle, ME
04650
MARGUERITE A. PIRET President, Newbury, Piret & Company, Inc.
(52) (merchant banking firm); Trustee of Boston
TRUSTEE Medical Center; Member of the Board of Governors
One Boston Place of the Investment Company Institute; Director,
26th Floor Organogenesis Inc. (tissue engineering company);
Boston, MA 02108 and Trustee of all of the Pioneer mutual funds.
DAVID D. TRIPPLE* Executive Vice President and a Director of PGI;
(56) President and a Director of Pioneer and PFD;
EXECUTIVE VICE PRESIDENT AND Director of Pioneering Services Corporation
TRUSTEE ("PSC"), PIntl, PIOGlobal, Pioneer Omega, PMIL
60 State Street and the Irish Funds; Member of the Supervisory
Boston, MA 02109 Board of Pioneer First Polish,
20
<PAGE>
<CAPTION>
PRINCIPAL OCCUPATION NUMBER OF SHARES OWNED AND
NAME (AGE), POSITION(S) WITH EACH OR EMPLOYMENT PERCENTAGE OF TOTAL SHARES
FUND AND ADDRESS AND TRUSTEE/DIRECTORSHIPS(1) OUTSTANDING ON MAY 31, 2000
<S> <C> <C>
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 (law firm);
(71) Director, Dresdner RCM Global Strategic Income
TRUSTEE Fund, Inc. since May 1997 and The Swiss Helvetia
125 Broad Street Fund, Inc. since 1995 (investment companies),
New York, NY 10004 AMVESCAP PLC (investment managers) since 1997
and ING American Insurance Holdings, Inc.;
Trustee, The Winthrop Focus Funds (investment
companies); and Trustee of all of the Pioneer
mutual funds.
JOHN WINTHROP President, John Winthrop & Co., Inc. (private
(64) investment firm); Director of NUI Corp. (energy
TRUSTEE sales, services and distribution); and Trustee
One North Adgers Wharf of all of the Pioneer mutual funds, except
Charleston, SC 29401 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.
+ For consideration by shareholders of Pioneer Real Estate Shares only.
++ 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 funds
outstanding shares.
1 Pioneer America Income Trust
2 Pioneer Balanced Fund
3 Pioneer Bond Fund
4 Pioneer Cash Reserves Fund
5 Pioneer Emerging Markets Fund
6 Pioneer Equity-Income Fund
7 Pioneer Europe Fund
8 Pioneer Fund
9 Pioneer Growth Shares
10 Pioneer High Yield Fund
11 Pioneer Indo-Asia Fund
12 Pioneer International Growth Fund
13 Pioneer Limited Maturity Bond Fund
14 Pioneer Micro-Cap Fund
15 Pioneer Mid-Cap Fund
16 Pioneer Mid-Cap Value Fund
17 Pioneer Real Estate Shares
18 Pioneer Science & Technology Fund
19 Pioneer Small Company Fund
20 Pioneer Strategic Income Fund
21 Pioneer Tax-Free Income Fund
22 Pioneer Tax-Managed Fund
23 Pioneer II
24 Pioneer World Equity Fund
21
<PAGE>
Each nominee has served as a trustee for each fund since the later of (i)
the fund's inception or the date on which Pioneer was appointed as investment
adviser and (ii) since _______ for Mr. Cogan, ______ for Ms. Bush, _____ for Dr.
Egdahl, _____ for Ms. Graham, _______ for Ms. Piret, ______ for Mr. Tripple,
_____ for Mr. West and ______ for Mr. Winthrop.
Ms. Piret, Mr. West and Mr. Winthrop serve on the audit committee of the
board of trustees for each 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 for each
fund. 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.
Meetings of the board of trustees for each fund are held concurrently.
During the most recently completed fiscal year for each fund other than Pioneer
Real Estate Shares, the board of trustees held 12 meetings, the audit committee
held 11 meetings and the nominating committee did not hold any meetings. During
the most recently completed fiscal year for Pioneer Real Estate Shares, the
board of trustees held four meetings, the audit committee held four 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 each fund's
most recently completed fiscal year.
As of May 31, 2000, Mr. Cogan beneficially owned _____________ shares
(______%) of the outstanding common stock of PGI. Mr. Cogan's beneficial
holdings included _____________ 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 ____% 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 each fund, the following table provides information with respect to the other
executive officers of each 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
funds is 60 State Street, Boston, Massachusetts 02109.
22
<PAGE>
<TABLE>
<CAPTION>
NAME (AGE), AND POSITION WITH EACH 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).
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 Treasurer Vice President-Fund Accounting, Administration and 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 Secretary Senior Vice President of PGI since 1998; General Counsel 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
Compensation paid by the funds to Messrs. Cogan and Tripple, who are
interested persons of Pioneer, is reimbursed to the funds by Pioneer. None of
the funds pay the salary or other compensation of its officers. See EXHIBIT E to
this proxy statement for information regarding the compensation paid by all of
the investment companies in the Pioneer Family of Funds to the trustees for
their services.
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 each fund.
REQUIRED VOTE
In accordance with each fund's declaration of trust, the vote of a
plurality of all of the shares of a fund voted at the shareholder meeting is
sufficient to elect the nominees for that fund. This means that, with respect to
each fund, the eight nominees (nine nominees with respect to Pioneer Real Estate
Shares) receiving the greatest number of votes will be elected to the board of
that fund. The election of trustees is not contingent upon the consummation of
the Transaction or the approval of the proposed management contracts.
23
<PAGE>
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
See EXHIBIT F to this proxy statement for the number of shares of
beneficial interest of each fund that are outstanding as of the record date.
Only shares 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 each fund that are
entitled to vote will be considered a quorum for the transaction of business by
that fund.
OWNERSHIP OF SHARES OF THE FUNDS
Each person that, to the knowledge of the funds, owned of record or
beneficially 5% or more of the outstanding shares of any of the funds as of May
31, 2000 is listed in EXHIBIT G to this proxy statement.
SHAREHOLDER PROPOSALS
The funds are not required to hold annual meetings of shareholders and do
not currently intend to hold meetings of shareholders in 2001. Shareholder
proposals to be presented at the next meeting of shareholders of a fund,
whenever held, must be received at the funds' 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.
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 funds. 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
24
<PAGE>
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.
With respect to each fund, 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 a 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 with respect to that fund
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 a fund, have not been received, the persons named as
proxies may propose one or more adjournments of the shareholder meeting with
respect to that fund 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 applicable 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 each 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 a fund's
shares present at the shareholder meeting, if more than 50% of the outstanding
shares (excluding the "broker non-votes") of that 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 a fund, a "broker
non-vote" has the same effect as a vote against that proposal because shares
represented by a "broker non-vote" are considered to be outstanding shares.
The special shareholder meeting is scheduled as a joint meeting of the
funds' shareholders because the shareholders of each fund are expected to
consider and vote on similar matters. The boards of trustees have determined
that the use of a joint proxy statement is in the best interest of the
shareholders of each fund. In the event that a shareholder of any fund present
at the shareholder meeting objects to the holding of a joint meeting and moves
for an adjournment of the meeting of such fund to a time immediately after the
shareholder meeting so that such fund's meeting may be held separately, the
persons named as proxies will vote in favor of the adjournment. Shareholders of
each fund will vote separately on each proposal relating to their fund and,
except as otherwise noted in this proxy statement, an unfavorable vote on a
25
<PAGE>
proposal by the shareholders of one fund will not affect the implementation of
such proposal approved by the shareholders of another fund.
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 funds' 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. PGI has retained [___________] to assist in the
solicitation of proxies. Shareholders who have not voted their proxies in a
timely manner may receive a telephone call from [__________] in an effort to
urge them to vote.
The funds 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 funds are unaware of
any such challenge at this time. Shareholders would be called at the phone
number PSC 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 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.
June __, 2000
26
<PAGE>
EXHIBIT A1
FORM OF PROPOSED MANAGEMENT CONTRACT
PIONEER AMERICA INCOME TRUST
PIONEER BALANCED FUND
PIONEER BOND FUND
PIONEER CASH RESERVES FUND
PIONEER EMERGING MARKETS FUND
PIONEER EQUITY-INCOME FUND
PIONEER EUROPE FUND
PIONEER FUND
PIONEER GROWTH SHARES
PIONEER HIGH YIELD FUND
PIONEER INDO-ASIA FUND
PIONEER MICRO-CAP FUND
PIONEER MID-CAP FUND
PIONEER MID-CAP VALUE FUND
PIONEER REAL ESTATE SHARES
PIONEER SCIENCE & TECHNOLOGY FUND
PIONEER SMALL COMPANY FUND
PIONEER STRATEGIC INCOME FUND
PIONEER TAX-FREE INCOME FUND
PIONEER TAX-MANAGED FUND
PIONEER II
PIONEER WORLD EQUITY FUND
A1-1
<PAGE>
FORM OF PROPOSED MANAGEMENT CONTRACT
THIS AGREEMENT dated as of this ___ day of ______________, 2000 between
[Fund Name], a [Delaware/Massachusetts] 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 objectives 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 objectives, 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 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.
A1-2
<PAGE>
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
such 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 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. [FOR INVESTMENT ADVISORY FEE INFORMATION FOR EACH FUND, PLEASE EXHIBIT B
TO THE PROXY STATEMENT.] ---------
A1-3
<PAGE>
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 through the Manager retains the right 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
A1-4
<PAGE>
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 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. In addition, subject to the Manager's obligation to seek the
most favorable execution and net price available, the Manager may consider the
sale of the Trust's shares in selecting brokers and dealers.
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 ___________________, 2002 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.
A1-5
<PAGE>
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.
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.
A1-6
<PAGE>
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.
ATTEST: [FUND NAME]
------------------------------ ------------------------------------
Joseph P. Barri John F. Cogan, Jr.
Secretary Chairman and President
ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
------------------------------ ------------------------------------
Joseph P. Barri David D. Tripple
Secretary President
A1-7
<PAGE>
EXHIBIT A2
FORM OF PROPOSED MANAGEMENT CONTRACT
PIONEER INTERNATIONAL GROWTH FUND AND PIONEER LIMITED MATURITY BOND FUND ONLY
A2-1
<PAGE>
FORM OF PROPOSED MANAGEMENT CONTRACT
THIS AGREEMENT dated this _______ day of ___________, 2000, between [FUND
NAME], a [Delaware/Massachusetts] business trust (the "Fund"), and Pioneer
Investment Management, Inc., a Delaware corporation (the "Manager").
W I T N E S S E T H
WHEREAS, the Fund 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 (the "Registration Statement") for the purpose of
registering its shares for public offering under the Securities Act of 1933, as
amended; and
WHEREAS, the parties hereto deem it mutually advantageous that the Manager
should assist the Fund's Board of Trustees and officers in the management of the
Fund's securities portfolio.
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Fund and the Manager do hereby agree as follows:
1. The Manager is authorized to buy and sell securities and to designate
brokers to carry out such transactions, subject to the following limitations.
The Manager may not:
(a) make any purchase the cost of which exceeds funds currently
available; or
(b) make any purchase that would violate any fundamental policy or
restriction in the Fund's prospectus or statement of additional information
as in effect from time to time.
2. The Manager, at its own expense, shall furnish to the Fund with 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 affairs and investments and supervising the keeping of the
books of the Fund and shall arrange, if desired by the Fund, for members of the
Manager's organization to serve as officers or agents of the Fund.
The Manager shall pay directly or reimburse the Fund 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
Fund as such, (ii) all expenses not hereinafter specifically assumed by the Fund
where such expenses are incurred by the Manager or by the Fund in connection
with the management of the affairs and assets of the Fund, and (iii) all fees of
subadvisers who are employed from time to time by the Manager and the Fund to
manage portions of the Fund's assets (collectively, the "Subadvisers").
The Fund shall assume and shall pay: (i) charges and expenses for
determining from time to time the value of the Fund's net assets and the keeping
of its books and records, (ii) the charges and expenses of auditors, (iii) the
charges and expenses of any custodian, transfer
A2-2
<PAGE>
agent, plan agent, dividend disbursing agent and registrar appointed by the
Fund, (iv) brokers' commissions, and 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 the
Commission, state or blue sky securities agencies and foreign countries,
including the preparation of prospectuses and statements of additional
information for filing with the Commission, (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 Fund in accordance with Rule
12b-1 promulgated by the Commission pursuant to the 1940 Act, and (x)
compensation of those Trustees of the Fund who are not affiliated with, or
"interested persons" of, the Manager, the Fund (other than as Trustees), The
Pioneer Group, Inc. or Pioneer Funds Distributor, Inc.
3. It is understood that the Manager may employ one or more Subadvisers
under agreements with each such Subadviser. The authorization given to the
Manager in Section 1 hereof may be delegated by it under any such agreement to
any of the Subadvisers, provided that the Subadvisers shall be subject to the
same restrictions and limitations on investments and brokerage discretion as the
Manager. While the Manager shall be responsible for allocating assets among the
Subadvisers and monitoring their relative performances, the Fund agrees that the
Manager should not be accountable to the Fund or its shareholders for any loss
or other liability relating to specific investments directed by any Subadviser
(even though the Manager retains the right to reverse any such investment),
because the Fund and the Manager will be relying almost exclusively on the
expertise of the Subadvisers for the selection and monitoring of specific
investments directed by the Subadvisers.
4. [FOR INVESTMENT ADVISORY FEE INFORMATION FOR EACH FUND, PLEASE SEE
EXHIBIT B TO THE PROXY STATEMENT.]
5. Either party hereto may, without penalty, terminate this contract by
vote of its Board of Directors or its Board of Trustees, as the case may be, or
by vote of a "majority of the outstanding voting securities" (as defined in the
1940 Act) of the Fund and the giving of sixty days' written notice to the other
party.
6. This Agreement shall become effective on the date hereof and shall
remain in force until ___________________, 2002 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 5
hereof.
7. The Manager and its directors, officers, agents, employees and
stockholders may engage in other businesses and may render investment advisory
services to other investment companies or to any other corporation, association,
firm, individual or account.
A2-3
<PAGE>
8. 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 Fund 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.
9. In connection with purchases or sales of securities for the account of
the Fund, 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 Fund'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
Fund the most favorable execution and net price available except as described
herein. It is also understood that it is desirable for the Fund 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 Fund 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 Fund with such brokers, subject to review by the
Fund's Trustees from time to time with respect to the extent and continuation of
this 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. In addition, subject to the Manager's obligation to seek the most
favorable execution and net price available, the Manager may consider the sale
of the Fund's shares in selecting brokers and dealers.
10. On occasions when the Manager deems the purchase or sale of a security
to be in the best interest of the Fund 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 Fund and to such clients.
11. Except as provided in Section 6 hereof, this contract shall continue in
full force and effect until terminated by one of the parties hereto as provided
in Section 5 hereof.
12. This contract shall automatically terminate in the event of its
assignment. For purposes of this contract, the term "assignment" shall have the
meaning given it by Section 2(a)(4) of the 1940 Act.
13. This contract shall become effective as of the date of execution
hereof.
A2-4
<PAGE>
14. Nothing in this contract shall be deemed to relieve or deprive the
Board of Trustees of the Fund of its responsibility for and control of the Fund.
15. The parties to this contract acknowledge and agree that all liabilities
arising hereunder, whether direct or indirect, and of any and every nature
whatsoever, including, without limitation, liabilities arising in connection
with the agreement, if any, of the Fund or its Trustees set forth herein to
indemnify any party to this contract or any other person, shall be satisfied out
of the assets of the Fund and that no Trustee, officer or holder of shares of
beneficial interest of the Fund shall be personally liable for any of the
foregoing liabilities. The Fund's Declaration of Trust, as amended from time to
time, is on file in the Office of the Secretary of State of The Commonwealth of
Massachusetts. Such Declaration of Trust describes in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.
16. The Fund agrees that in the event that neither the Manager nor any of
its affiliates acts as an investment adviser to the Fund, the name of the Fund
will be changed to one that does not contain the name "Pioneer" or otherwise
suggest an affiliation with the Manager.
17. The Manager is an independent contractor and not an employee of the
Fund for any purpose. If any occasion should arise in which the Manager gives
any advice to its clients concerning the shares of the Fund, the Manager will
act solely as investment counsel for such clients and not in any way on behalf
of the Fund.
18. 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.
19. This Agreement and all performance hereunder shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
20. 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.
21. 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.
A2-5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.
ATTEST: [FUND NAME]
------------------------------ ------------------------------------
Joseph P. Barri John F. Cogan, Jr.
Secretary Chairman and President
ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
------------------------------ ------------------------------------
Joseph P. Barri David D. Tripple
Secretary President
A2-6
<PAGE>
EXHIBIT A3
FORM OF PROPOSED SUBADVISORY CONTRACT
PIONEER INDO-ASIA FUND ONLY
A3-1
<PAGE>
FORM OF PROPOSED SUBADVISORY CONTRACT
AGREEMENT made as of the ________ day of __________, 2000 by and between
PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation (the "Manager"), and
KOTHARI PIONEER AMC LTD., a corporation organized under the laws of India
("Kothari Pioneer").
W I T N E S S E T H
WHEREAS, the Manager desires to utilize the technical services of Kothari
Pioneer as financial counsel with respect to the portfolio investments of
Pioneer Indo-Asia Fund, a Delaware business trust and a registered open-end
investment company and formerly known as Pioneer India Fund (the "Fund"); and
WHEREAS, Kothari Pioneer is willing to perform such services on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
it is agreed as follows:
1. KOTHARI PIONEER'S SERVICES. Kothari Pioneer will provide the following
technical services, including investment advisory services, to the Manager,
which is located outside India:
(a) Subject to the directions of the Manager and the limitations set
forth below and elsewhere herein, Kothari Pioneer will act as investment
adviser with respect to such portion of the Fund's assets as the Manager
designates from time to time. In such capacity, Kothari Pioneer will purchase,
hold and sell portfolio securities and monitor on a continuing basis the
performance of such portfolio securities; PROVIDED, HOWEVER, that, before
investing any such assets in a particular initial public offering, Kothari
Pioneer will obtain the Manager's written authorization to make such investment.
Kothari Pioneer will make investments hereunder only in securities markets
located in India.
(b) Kothari Pioneer will advise the Manager on a prompt basis each day
by electronic telecommunication of each confirmed purchase and sale of a
portfolio security that it effects hereunder, and will provide the Manager with
a separate confirmation for each lot involved in the trade. Each such
communication will specify the name of the issuer, the full description of the
security including its class, the amount or number of shares or units of the
security purchased or sold, the market price, commission, government charges and
gross or net price, trade date, settlement date and identity of the effecting
broker or dealer and, if different, the identity of the clearing broker. Each
such communication will also contain settlement instructions for the transaction
(unless standing instructions previously provided by Kothari Pioneer apply to
the transaction) and specify the exchange on which the trade was executed, the
nature of the settlement arrangements and the lot-level of the trade. With
respect to any security purchased hereunder, Kothari Pioneer will also provide
the Manager with the local identification number of the security, the industry
sector of the issuer and the total amount of the issuer's issued and outstanding
voting securities. Kothari Pioneer will not have any authority to instruct the
Fund's custodian or any of the Fund's subcustodians concerning the Fund's
portfolio securities.
A3-2
<PAGE>
(b) Kothari Pioneer will arrange for the placing of orders for the
purchase and sale of securities hereunder with brokers or dealers selected
by Kothari Pioneer, and will provide the Manager at all times with a current
master list of brokers and dealers in India with which such orders may be
placed. In the selection of such brokers or dealers and the placing of such
orders, Kothari Pioneer is directed at all times to seek the most favorable
price and execution available (from the Fund's perspective). In seeking the most
favorable price and execution, Kothari Pioneer will consider all factors it
deems relevant, including by way of illustration, the size and type of the
transaction; the nature of the market for the security to be purchased or sold;
the execution efficiency, settlement capability and financial condition of the
dealer; the dealer's execution services rendered on a continuing basis; and the
reasonableness of any dealer spreads.
(c) Kothari Pioneer will assure that at least two representatives of the
Manager, as specified by the Manager, are authorized at all times to give
directions (without restriction of any kind) to brokers and dealers employed by
Kothari Pioneer to execute portfolio transactions for the Fund; PROVIDED that,
notwithstanding anything herein to the contrary, Kothari Pioneer will have no
responsibility for knowing of any such direction given unless the Manager has
given Kothari Pioneer written notice of the giving of such direction.
(d) Kothari Pioneer's portfolio management personnel will make
themselves available on a regular basis to discuss (via telephone) the
Fund's investments and prospective investments and other matters relevant to the
Fund with a representative of the Manager.
(e) Kothari Pioneer will provide the Manager with the following
information on a regular basis (unless a different frequency is specified):
(i) advice concerning the Fund's investments that are not direct
investments in securities markets located in India, including
recommendations to purchase, sell or hold securities;
(ii) immediate comment by telex or facsimile on earnings
reports, creditworthiness changes and other public announcements or
developments concerning Indian issuers of securities held, or being considered
for purchase, by the Fund (including American, global or other types of
depositary receipts for such securities), followed by more detailed comment and
analysis;
(iii) comments by telex or facsimile, at the end of each day on
which one or more Indian securities markets are open for business,
describing major relevant news items and reasons for price fluctuations in
India's securities markets on such day;
(iv) research reports on industries and individual issuers of
Indian securities;
(v) macro - economic analyses, including analyses of economic
and political trends and developments and their potential effect on India's
securities markets and the Fund's investments;
A3-3
<PAGE>
(vi) information concerning regulatory and procedural
developments with respect to India's securities markets (E.G., changes in
settlement or registration procedures, changes in the laws/guidelines governing
foreign investment in India);
(vii) the current market price of each portfolio security of the
Fund that is under Kothari Pioneer's management and identification of the
source for such price (E.G., price at which last reported sale of security was
effected on the principal exchange for such security), on a daily basis so that
such information can be used in calculating the Fund's net asset value on such
day;
(viii) information that the Manager considers necessary to
determine whether the portfolio securities of the Fund that are under
Kothari Pioneer's management are liquid; and
(ix) other information upon which the Manager and Kothari
Pioneer agree in writing from time to time and which is described on
Schedule A hereto.
2. INFORMATION TO BE PROVIDED BY THE MANAGER. The Manager will provide
Kothari Pioneer with the following information at the specified frequencies:
(i) a daily report of the Fund's cash balance;
(ii) a weekly list of all portfolio assets of the Fund, showing
the cost and market value of each such asset, the net asset value of the
Fund and the percentage of the Fund's assets represented by each holding;
(iii) a weekly status report on the registration of the Fund's
portfolio securities and the liquidity of the Fund's portfolio;
(iv) a weekly report on unsettled portfolio trades of the Fund;
(v) a weekly report of variances between contracted and actual
settlement amounts;
(vi) upon reasonable request by Kothari Pioneer, a report on
foreign ownership levels for particular Indian issuers;
(vii) upon reasonable request by Kothari Pioneer, a report
showing the amount of a particular Indian issuer's total issued capital
owned by the Fund and any other investor whose securities holdings in such
issuer, together with the Fund's, are subject to a percentage limitation imposed
by Indian law; and
(viii) other information upon which the Manager and Kothari
Pioneer agree in writing from time to time and which is described on
Schedule A hereto.
A3-4
<PAGE>
3. ADDITIONAL SERVICES.
(a) Kothari Pioneer will be responsible for monitoring corporate
actions, including without limitation dividends, stock splits and rights
offerings (collectively, "Corporate Actions"), of Indian issuers of securities
held by the Fund, which securities are not registered in the Fund's name, and
for giving the Manager timely notice of each such Corporate Action. Kothari
Pioneer will also be responsible for (i) assisting the Manager in monitoring
Corporate Actions of Indian issuers of securities held by the Fund, which
securities are registered in the Fund's name, and (ii) providing the Manager
with book closure dates for all portfolio securities of the Fund under Kothari
Pioneer's management.
(b) Kothari Pioneer will maintain an investment ledger showing the
details of all portfolio transactions effected by Kothari Pioneer
hereunder. In addition, Kothari Pioneer will require that its Access Persons (as
defined in the Code of Ethics described in Section 4(a) hereof) provide Kothari
Pioneer with monthly reports of their personal securities transactions. These
books, records and reports will be available to the Manager at any time upon
request and, upon request by the Manager, will be made available (by facsimile
and express mail) without delay to the Manager during any day that the Fund is
open for business.
(c) From time to time as the Manager may reasonably request, Kothari
Pioneer will furnish to the Manager reports on securities held in the
Fund's portfolio, all in such detail as the Manager may reasonably request.
Kothari Pioneer will also inform the Manager on a current basis of changes in
its investment strategy or key personnel. Kothari Pioneer will make its key
personnel available to meet with representatives of the Manager in the United
States, or at such other location on which Kothari Pioneer and the Manager
agree, at least annually on due notice to review the investments made hereunder
in light of current and prospective political, economic and market conditions in
India.
(d) Kothari Pioneer will be responsible for ensuring compliance with any
transaction volume limit with respect to the Fund's investments in India's
securities markets, imposed by the Fund's subcustodian in India or otherwise,
except that, with respect to any such limit that is not imposed by Indian law,
Kothari Pioneer will have no responsibility hereunder unless the Manager has
informed Kothari Pioneer in writing of such limit.
(e) Kothari Pioneer will furnish to the Manager such information as may
reasonably be necessary in order for the Trustees of the Fund to evaluate
this Agreement or any proposed amendments hereto for the purpose of casting a
vote pursuant to Section 8 or 12 hereof.
(f) Kothari Pioneer will be responsible for providing such other
services with respect to the Fund as the Manager may reasonably request.
4. COMPLIANCE.
(a) Kothari Pioneer will not effect portfolio transactions or provide
advice hereunder that is contrary to the Fund's investment policies and
restrictions as stated in the Fund's prospectus and statement of additional
information, as such prospectus and statement of additional information are
revised and updated from time to time. The Manager will forward promptly
prospectuses and statements of additional information, as so revised and
updated,
A3-5
<PAGE>
to Kothari Pioneer. Kothari Pioneer will not effect portfolio transactions
or provide advice hereunder that conflicts with applicable requirements imposed
by the U.S. Investment Company Act of 1940, as amended (the "1940 Act"), the
U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act"), or the
laws, rules or guidelines of the Government of India, any agency or
instrumentality thereof, or any Indian stock exchange, including without
limitation percentage limitations that apply to the Fund's investments in Indian
issuers (collectively, "Applicable Law"). As used herein, the term "Applicable
Law" will include without limitation the investment restrictions and compliance
matters listed in Kothari Pioneer's compliance manual as provided by the Manager
to Kothari Pioneer, as the same may be revised and updated from time to time.
(b) Without limiting the foregoing, under no circumstances may Kothari
Pioneer or any other "affiliated person" (as defined in the 1940 Act) of
the Fund, or any affiliated person of Kothari Pioneer or of any such other
affiliated person, act as a principal in a portfolio transaction with the Fund
or any other investment company managed by the Manager. In addition, no
portfolio transaction on behalf of the Fund may be executed by or through
Kothari Pioneer or any such affiliated person as a broker, except on terms
expressly approved in advance by the Manager, which terms are in compliance with
Section 17(e) of the 1940 Act.
5. KOTHARI PIONEER'S REGISTRATION AND OTHER AGREEMENTS. Kothari Pioneer
represents and warrants to the Manager that it is registered as an investment
adviser under the Advisers Act and will remain so registered for the duration of
this Agreement. It is understood that Kothari Pioneer and the Manager may have
advisory, management, service or other contracts with other individuals or
entities, and may have other interests and businesses. When recommending a
portfolio transaction hereunder in which Kothari Pioneer, any affiliated person
of Kothari Pioneer (other than the Manager), or any other advisory client of
Kothari Pioneer has a direct or indirect interest, Kothari Pioneer will notify
the Manager of such interest.
6. COMPENSATION. The Manager will pay to Kothari Pioneer for its technical
services hereunder a fee at the annual rate of:
0.10% of the Fund's average gross assets invested in India's securities
markets, including assets invested in American, global or other types
of depositary receipts for securities traded in India's securities
markets if such gross assets are no greater than $15,000,000;
0.20% of such gross assets if such gross assets are greater than
$15,000,000 but no greater than $45,000,000;
0.40% of such gross assets if such gross assets are greater than
$45,000,000 but no greater than $60,000,000; and
0.60% of such gross assets if such gross assets are greater than
$60,000,000.
To illustrate the application of the foregoing, if such gross assets equal
$50,000,000 for any particular year, then Kothari Pioneer's annual fee hereunder
will be $200,000 (0.40% X $50,000,000). Kothari Pioneer's fees hereunder will be
calculated and accrued monthly based on the average of the Fund's gross assets
invested in India's securities markets and in such
A3-6
<PAGE>
depositary receipts on the first and last day (on which this Agreement is
effective) of each calendar month, and such fee will be payable quarterly) after
the end of each calendar quarter on the 15th day of January, April, July and
October of each year with respect to the preceding quarter. If this Agreement is
effective for only a portion of a quarter, the aforesaid fee will be prorated
for that portion of such quarter during which this Agreement is in effect.
7. LIABILITY AND INDEMNIFICATION. Kothari Pioneer will not be liable for
any error of judgment or for any loss sustained by reason of the adoption of any
investment policy or the purchase, sale, or retention of any security, except
that nothing contained herein will be construed to protect Kothari Pioneer
against any liability to the Manager by reason of (a) willful misfeasance, bad
faith or gross negligence in the performance of its duties, (b) its reckless
disregard of its obligations and duties under this Agreement or (c) any mistake
or negligence of Kothari Pioneer with respect to (i) Applicable Law, (ii) the
direction of portfolio transactions to a broker or dealer that is an affiliated
person of the Fund or an affiliated person of such an affiliated person
(including affiliated persons of Kothari Pioneer) in violation of the terms and
provisions hereof, (iii) Kothari Pioneer's responsibilities with respect to
Corporate Actions of issuers of securities held by the Fund, but not registered
in the Fund's name, or (iv) Kothari Pioneer's responsibilities under Section
3(d) hereof (collectively, "Malfeasance").
The Manager will indemnify Kothari Pioneer for all liabilities
and related costs, including reasonable attorney's fees, which Kothari
Pioneer may sustain in the discharge of its obligations hereunder without
Malfeasance and in accordance with Applicable Law; PROVIDED that indemnifiable
liabilities and costs will not include the costs of performing the services that
Kothari Pioneer is obligated to perform pursuant to this Agreement. The amounts
specified in Section 6 hereof will be Kothari Pioneer's sole compensation with
respect to the performance of such services Kothari Pioneer will indemnify the
Manager for all liabilities and related costs, including reasonable attorney's
fees, which the Manager may sustain as a result of Kothari Pioneer's Malfeasance
or violation of Applicable Law, including without limitation the amount of any
payment made by the Manager to the Fund for the purpose of reimbursing the Fund
for a loss caused by Kothari Pioneer's Malfeasance or violation of Applicable
Law, regardless of whether or not the Manager was legally required to make such
payment to the Fund.
8. TERM AND RENEWAL. This Agreement shall become effective on the date
hereof and shall remain in force until ___________________, 2002 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 Fund, Kothari Pioneer and the Manager to terminate
this Agreement as provided in Section 9 hereof.
9. TERMINATION. Either party hereto may, without penalty, terminate this
Agreement by vote of its Board of Directors. In addition, the Fund may cause
this Agreement to terminate by vote of a "majority of its outstanding voting
securities" (as defined in the 1940 Act) and the giving of 60 days' written
notice to the Manager and Kothari Pioneer.
10. ASSIGNMENT. This Agreement will terminate automatically in the event of
its "assignment" (as defined in the 1940 Act).
11. INDEPENDENT CONTRACTOR STATUS. Kothari Pioneer is an independent
contractor and not an employee of the Manager or of the Fund for any purpose.
Unless otherwise expressly
A3-7
<PAGE>
provided herein or otherwise authorized in writing, Kothari Pioneer will
have no authority to act for or represent the Fund or the Manager in any way or
otherwise be deemed to be an agent of the Fund or of the Manager. If any
occasion should arise in which Kothari Pioneer gives any advice to its clients
concerning the shares of the Fund, Kothari Pioneer will act solely as investment
counsel for such clients and not in any way on behalf of the Manager, the Fund
or any series thereof.
12. ENTIRE AGREEMENT. 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.
13. APPLICABLE LAW. This Agreement and all performance hereunder will be
governed by and construed in accordance with the laws of The Commonwealth of
Massachusetts. Kothari Pioneer consents to the jurisdiction of courts, both
state and federal, in Boston, Massachusetts with respect to any dispute under
this Agreement.
14. SAVINGS CLAUSE. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction will be ineffective, as to such
jurisdiction, 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.
15. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
16. CAPTIONS. Captions of sections have been added only for convenience and
will not be deemed to be a part of this Agreement.
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.
ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
Joseph P. Barri David D. Tripple
Secretary President
ATTEST: KOTHARI PIONEER AMC LTD.
Chief Executive
A3-8
<PAGE>
EXHIBIT B
MANAGEMENT FEE RATES
<TABLE>
<CAPTION>
A. Asset based fees with fixed fee schedule
---------------------------------------- --------------------------------------
Fee as a percentage of the fund's
FUND AVERAGE DAILY NET ASSETS
---------------------------------------- --------------------------------------
---------------------------------------- --------------------------------------
<S> <C>
America Income Trust 0.50%
---------------------------------------- --------------------------------------
---------------------------------------- --------------------------------------
Bond Fund 0.50%
---------------------------------------- --------------------------------------
---------------------------------------- --------------------------------------
Cash Reserves Fund 0.40%
---------------------------------------- --------------------------------------
---------------------------------------- --------------------------------------
Emerging Markets Fund 1.25%
---------------------------------------- --------------------------------------
---------------------------------------- --------------------------------------
Indo-Asia Fund 1.10%
---------------------------------------- --------------------------------------
---------------------------------------- --------------------------------------
Micro-Cap Fund 1.10%
---------------------------------------- --------------------------------------
---------------------------------------- --------------------------------------
Real Estate Shares 1.00%
---------------------------------------- --------------------------------------
---------------------------------------- --------------------------------------
Science & Technology Fund 1.00%
---------------------------------------- --------------------------------------
---------------------------------------- --------------------------------------
Small Company Fund 0.85%
---------------------------------------- --------------------------------------
<CAPTION>
B. Asset based fees with graduated fee schedule
---------------------------------------- -------------------------------------- --------------------------------------
Fee as a percentage of the fund's
FUND ASSETS AVERAGE DAILY NET ASSETS
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C>
Balanced Fund $0 to 1 billion 0.65%
$1 to 5 billion 0.60%
Over $5 billion 0.55%
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Equity-Income Fund $0 to 10 billion 0.60%
Over $10 billion 0.575%
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Europe Fund $0 to 300 million 1.00%
$300 to 500 million 0.85%
Over $500 million 0.75%
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
High Yield Fund $0 to 500 million 0.70%
$500 to 1 billion 0.65%
Over $1 billion 0.60%
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
International Growth Fund $0 to 300 million 1.00%
$300 to 500 million 0.85%
Over $500 million 0.75%
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Limited Maturity Bond Fund $0 to 100 million 0.50%
$100 to 300 million 0.45%
Over $300 million 0.40%
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Strategic Income Fund $0 to 100 million 0.75%
$100 to 500 million 0.70%
$500 million to 1 billion 0.65%
Over $1 billion 0.60%
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Tax-Free Income Fund $0 to 250 million 0.50%
$250 to 300 million 0.48%
Over $300 million 0.45%
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Tax-Managed Fund $0 to 1 billion 0.75%
Over $1 billion 0.70%
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
World Equity Fund $0 to 300 million 1.00%
$300 to 500 million 0.85%
Over $500 million 0.75%
---------------------------------------- -------------------------------------- --------------------------------------
B-1
<PAGE>
<CAPTION>
C. Combined asset based and performance based fee
---------------------------- ---------------------------------------------------------- -------------------------------------
BASIC FEE
---------------------------- ---------------------------------------------------------- -------------------------------------
---------------------------- ---------------------------- ----------------------------- -------------------------------------
Fee as a percentage of the
fund's average daily net
FUND ASSETS ASSETS PERFORMANCE FEE
---------------------------- ---------------------------- ----------------------------- -------------------------------------
---------------------------- ---------------------------- ----------------------------- -------------------------------------
<S> <C> <C> <C>
Growth Shares $0 to $500 million 0.70% The basic fee can increase or
$500 million to $1 billion 0.65% decrease by a maximum of 0.10%
over $1 billion 0.625% depending on the performance of the
fund's Class A shares relative to
the Russell 1000 Index
---------------------------- ---------------------------- ----------------------------- -------------------------------------
---------------------------- ---------------------------- ----------------------------- -------------------------------------
Mid-Cap Fund All 0.625% The basic fee can increase or
decrease by a maximum of 0.20%
depending on the performance of the
fund's Class A shares relative to
the Standard & Poor's MidCap 400
Index
---------------------------- ---------------------------- ----------------------------- -------------------------------------
---------------------------- ---------------------------- ----------------------------- -------------------------------------
Mid-Cap Value Fund $0 to $500 million 0.70% The basic fee can increase or
$500 million to $1 billion 0.65% decrease by a maximum of 0.10%
over $1 billion 0.625% depending on the performance of the
fund's Class A shares relative to
the Lipper Growth Funds Index
---------------------------- ---------------------------- ----------------------------- -------------------------------------
---------------------------- ---------------------------- ----------------------------- -------------------------------------
Pioneer Fund All 0.60% The basic fee can increase or
decrease by a maximum of 0.10%
depending on the performance of the
fund's Class A shares relative to
the Lipper Growth and Income Funds
Index
---------------------------- ---------------------------- ----------------------------- -------------------------------------
---------------------------- ---------------------------- ----------------------------- -------------------------------------
Pioneer II All 0.60% The basic fee can increase or
decrease by a maximum of 0.10%
depending on the performance of the
fund's Class A shares relative to
the Lipper Growth and Income Funds
Index
---------------------------- ---------------------------- ----------------------------- -------------------------------------
</TABLE>
B-2
<PAGE>
EXHIBIT C
DOLLAR AMOUNT OF MANAGEMENT FEES PAID
<TABLE>
<CAPTION>
NET MANAGEMENT FEES
-----------------------------
-----------------------------
MANAGEMENT
FEE WAIVER FOR FOR MOST RECENT DATE
GROSS AND/OR EXPENSE MOST RECENTLY 12 MONTHS FISCAL NET ASSETS AS OF SHAREHOLDER APPROVAL
MANAGEMENT REIMBURSEMENT COMPLETED ENDED MARCH YEAR OF DECEMBER OF EXISTING MANAGEMENT
FUND FEE^1 BY PIONEER^1 FISCAL YEAR^1 31, 2000 END 31, 2000 CONTRACT AND PURPOSE
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
America Income Trust 738,275 (196,175) 542,100 12/31 136,589,358
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Balanced Fund 1,684,569 ---- 1,684,569 12/31 238,463,883 January 14, 1997 (fee
increase)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Bond Fund 818,959 ---- 818,959 06/30 173,767,972 May 17, 1999 (reorg)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Cash Reserves Fund 1,392,778 ---- 1,392,778 12/31 371,278,402 May 14, 1999 (reorg)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Emerging Markets Fund 1,624,774 ---- 1,624,774 11/30 234,596,467 [_______, 1994]
(initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Equity-Income Fund 4,812,790 ---- 4,812,790 10/31 984,966,986 April 28, 1998 (fee
change)/June 18, 1998
(reorg)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Europe Fund 4,638,696 ---- 4,638,696 10/31 544,127,952 April 27, 1994 (fee
reduction)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Pioneer Fund 43,260,917 ---- 43,260,917 12/31 7,400,362,084 April 23, 1996 (fee
change-performance
based)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Growth Shares 15,327,628 ---- 15,327,628 12/31 3,222,595,684 September 28, 1999 (fee
change-performance
based)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
High Yield Fund 0 0 0 0 10/31 N/A February 24, 2000
(initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Indo-Asia Fund^2 236,831 (372,412) (135,581) 10/31 59,374,902 _______, 1994 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
International Growth Fund 3,388,179 ---- 3,388,179 11/30 419,590,710 _______, 1993 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Limited Maturity Bond
Fund 301,311 (258,411) 42,900 11/30 53,905,252 June 16, 1992 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Micro-Cap Fund 936,624 ---- 936,624 11/30 99,318,095 _______, 1997 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
C-1
<PAGE>
<CAPTION>
NET MANAGEMENT FEES
-----------------------------
-----------------------------
MANAGEMENT
FEE WAIVER FOR FOR MOST RECENT DATE
GROSS AND/OR EXPENSE MOST RECENTLY 12 MONTHS FISCAL NET ASSETS AS OF SHAREHOLDER APPROVAL
MANAGEMENT REIMBURSEMENT COMPLETED ENDED MARCH YEAR OF DECEMBER OF EXISTING MANAGEMENT
FUND FEE^1 BY PIONEER^1 FISCAL YEAR^1 31, 2000 END 31, 2000 CONTRACT AND PURPOSE
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Mid-Cap Fund 3,487,020 ---- 3,487,020 09/30 965,247,614 January 23, 1996 (fee
change-performance
based)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Mid-Cap Value Fund 10,574,447 ---- 10,574,447 10/31 1,547,981,855 April 30, 1998 (fee
change-performance
based)/June 18, 1998
(reorg)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Real Estate Shares 1,079,759 (152,097) 927,662 12/31 80,655,229
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Science & Technology
Fund 0 0 0 0 09/30 N/A _______, 2000 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Small Company Fund 2,386,719 ---- 2,386,719 10/31 237,488,407 _______, 1995 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Strategic Income Fund 19,942 (128,594) (108,652) 09/30 18,694,454 _______, 1999 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Tax-Free Income Fund 2,005,180 ---- 2,005,180 12/31 383,583,638
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Tax-Managed Fund 2,219 (19,479) (17,260) 12/31 5,545,810 _______, 1999 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Pioneer II 29,178,436 ---- 29,178,436 09/30 5,101,513,518 April 30, 1996 (fee
change-performance
based)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
World Equity Fund 465,368 (157,524) 307,844 03/31 54,675,200 October _, 1996
(initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
</TABLE>
--------------------------------------
1 Information is presented for each fund's most recently completed fiscal
year.
2 Pioneer paid Kothari Pioneer, Pioneer Indo-Asia Fund's investment
subadviser, subadvisory fees of $41,002 for the fund's most recently
completed fiscal year. Pioneer Indo-Asia Fund's existing subadvisory
contract was submitted to the fund's initial shareholders for approval on
_________, 1994.
C-2
<PAGE>
EXHIBIT D
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
____________ shares of common stock of PGI, representing approximately ____% 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 a 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 each fund and the directors of Pioneer. Mr. Tripple
is also the president (principle 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 FUNDS BY AFFILIATES OF PIONEER
PSC serves as each fund's transfer agent and shareholder servicing agent.
Under the terms of its contract with each 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. The fees shown below are as of the fund's most recently completed
fiscal year end.
<TABLE>
<CAPTION>
--------------------------------------- -------------------------
AMOUNT OF FEES PAID TO
PSC
FUND (NET OF PSC CREDITS)
--------------------------------------- -------------------------
--------------------------------------- -------------------------
<S> <C>
America Income Trust 329,230
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Balanced Fund 566,986
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Bond Fund 392,307
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Cash Reserves Fund 847,702
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Emerging Markets Fund 665,532
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Equity-Income Fund 1,129,640
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Europe Fund 1,412,636
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Pioneer Fund 11,639,704
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Growth Shares 5,966,810
--------------------------------------- -------------------------
--------------------------------------- -------------------------
High Yield Fund ----
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Indo-Asia Fund 79,396
--------------------------------------- -------------------------
--------------------------------------- -------------------------
International Growth Fund 1,353,525
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Limited Maturity Bond Fund 120,629
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Micro-Cap Fund 335,694
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Mid-Cap Fund 1,278,476
--------------------------------------- -------------------------
D-1
<PAGE>
--------------------------------------- -------------------------
AMOUNT OF FEES PAID TO
PSC
FUND (NET OF PSC CREDITS)
--------------------------------------- -------------------------
--------------------------------------- -------------------------
<S> <C>
Mid-Cap Value Fund 5,089,174
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Real Estate Shares 404,085
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Science & Technology Fund ----
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Small Company Fund 1,192,056
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Strategic Income Fund 17,971
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Tax-Free Income Fund 403,223
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Tax-Managed Fund 2,169
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Pioneer II 10,835,035
--------------------------------------- -------------------------
--------------------------------------- -------------------------
World Equity Fund 172,373
--------------------------------------- -------------------------
</TABLE>
PFD, an indirect wholly owned subsidiary of PGI, serves as each fund's
principal underwriter. The fees shown below were paid by each fund as of its
most recently completed fiscal year end to PFD in reimbursement of expenses
related to servicing of shareholder accounts and compensating broker/dealers and
sales personnel.
<TABLE>
<CAPTION>
--------------------------------------- -------------------------
AMOUNT OF FEES RETAINED
FUND BY PFD
--------------------------------------- -------------------------
--------------------------------------- -------------------------
<S> <C>
America Income Trust 27,764
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Balanced Fund 38,170
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Bond Fund 66,000
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Cash Reserves Fund 0
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Emerging Markets Fund 24,835
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Equity-Income Fund 347,723
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Europe Fund 155,920
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Pioneer Fund 3,237,835
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Growth Shares 1,742,397
--------------------------------------- -------------------------
--------------------------------------- -------------------------
High Yield Fund ----
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Indo-Asia Fund 14,323
--------------------------------------- -------------------------
--------------------------------------- -------------------------
International Growth Fund 98,218
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Limited Maturity Bond Fund 13,563
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Micro-Cap Fund 12,108
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Mid-Cap Fund 58,651
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Mid-Cap Value Fund 396,815
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Real Estate Shares 12,473
--------------------------------------- -------------------------
D-2
<PAGE>
<CAPTION>
--------------------------------------- -------------------------
AMOUNT OF FEES RETAINED
FUND BY PFD
--------------------------------------- -------------------------
--------------------------------------- -------------------------
<S> <C>
Science & Technology Fund ----
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Small Company Fund 34,994
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Strategic Income Fund 12,366
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Tax-Free Income Fund 42,861
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Tax-Managed Fund 4,783
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Pioneer II 1,565,861
--------------------------------------- -------------------------
--------------------------------------- -------------------------
World Equity Fund 10,297
--------------------------------------- -------------------------
</TABLE>
Each 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. The fees shown below are as of the fund's most recently completed
fiscal year end.
<TABLE>
<CAPTION>
--------------------------------------- -------------------------
AMOUNT OF FEES PAID TO
FUND PIONEER
--------------------------------------- -------------------------
--------------------------------------- -------------------------
<S> <C>
America Income Trust 34,629
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Balanced Fund 66,497
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Bond Fund 52,483
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Cash Reserves Fund 71,630
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Emerging Markets Fund 14,894
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Equity-Income Fund 223,878
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Europe Fund 74,561
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Pioneer Fund 887,723
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Growth Shares 522,070
--------------------------------------- -------------------------
--------------------------------------- -------------------------
High Yield Fund ----
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Indo-Asia Fund 32,716
--------------------------------------- -------------------------
--------------------------------------- -------------------------
International Growth Fund 83,583
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Limited Maturity Bond Fund 29,591
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Micro-Cap Fund 29,004
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Mid-Cap Fund 406,889
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Mid-Cap Value Fund 284,646
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Real Estate Shares 3,932
--------------------------------------- -------------------------
Science & Technology Fund ----
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Small Company Fund 51,270
--------------------------------------- -------------------------
--------------------------------------- -------------------------
D-3
<PAGE>
<CAPTION>
--------------------------------------- -------------------------
AMOUNT OF FEES PAID TO
FUND PIONEER
--------------------------------------- -------------------------
--------------------------------------- -------------------------
<S> <C>
Strategic Income Fund 13,139
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Tax-Free Income Fund 103,305
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Tax-Managed Fund 0
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Pioneer II 1,672,571
--------------------------------------- -------------------------
--------------------------------------- -------------------------
World Equity Fund 28,849
--------------------------------------- -------------------------
</TABLE>
PIONEER'S PORTFOLIO TRANSACTION POLICY
All orders for the purchase or sale of portfolio securities are placed on
behalf of each 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 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 a 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 funds 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 funds. 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 funds 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 a 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.
SIMILAR FUNDS
Pioneer serves as the investment adviser to each fund in the Pioneer Family
of Funds. The following table identifies other funds in the Pioneer Family of
Funds that have similar investment objectives to the funds described in this
proxy statement and provides other information regarding the similar funds.
D-5
<PAGE>
<TABLE>
<CAPTION>
----------------------------------- ------------------------ -------------------- ------------------ -----------------
INVESTMENT DOLLAR AMOUNT
ADVISORY FEE OF INVESTMENT
RATE FOR SIMILAR ADVISORY FEES
NET ASSETS OF FUND(S) AS A WAIVED OR
SIMILAR FUND(S) AS PERCENTAGE OF EXPENSES
OF DECEMBER 31, AVERAGE DAILY REIMBURSED
FUND SIMILAR FUND(S) 1999 NET ASSETS
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Pioneer America Income Fund Pioneer America Income 29,778,914 0.55% ----
VCT Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Balanced Fund Pioneer Balanced VCT 72,668,607 0.65% ----
Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Emerging Markets Fund Pioneer Emerging 9,678,724 1.15% (111,935)
Markets VCT Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Equity-Income Fund Pioneer Equity-Income 226,379,052 0.65% ----
VCT Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Europe Fund Pioneer Europe VCT 12,734,688 1.00% (74,559)
Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Growth Shares Pioneer Growth Shares 162,730,332 0.70% ----
VCT Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer High Yield Fund Pioneer High Yield VCT N/A 0.65% N/A
Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer International Growth Fund Pioneer International 69,192,043 1.00% ----
Growth VCT Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Mid-Cap Value Fund Pioneer Mid-Cap Value 120,526,223 0.65% ----
VCT Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Cash Reserves Fund Pioneer Money Market 37,346,671 0.50% (118)
VCT Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Fund Pioneer Fund VCT 204,927,336 0.65% ----
Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Real Estate Shares Pioneer Real Estate 28,317,839 0.80% (46,643)
Growth VCT Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Science & Technology Fund Pioneer Science & N/A 0.75% N/A
Technology VCT
Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Strategic Income Fund Pioneer Strategic 1,234,704 0.65% (27,650)
Income VCT Portfolio
----------------------------------- ------------------------ -------------------- ------------------ -----------------
</TABLE>
D-6
<PAGE>
EXHIBIT E
TRUSTEES FEES PAID BY THE FUNDS
<TABLE>
<CAPTION>
AMERICA CASH EMERGING EQUITY
TRUSTEE INCOME BALANCED BOND RESERVES MARKETS INCOME EUROPE
------- ------ -------- ---- -------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
John F. Cogan, Jr. 750.00 750.00 750.00 750.00 750.00 750.00 750.00
Mary K. Bush 2,947.75 3,112.50 2,966.50 3,179.25 2,945.17 4,042.75 3,385.08
Richard H. Egdahl, M.D. 2,947.75 3,112.50 2,966.50 3,179.25 2,945.17 4,042.75 3,385.08
Margaret B.W. Graham 3,004.75 3,218.00 3,031.50 3,302.75 3,001.83 4,422.92 3,571.58
Marguerite A. Piret 3,174.50 3,446.50 3,209.00 3,554.25 3,170.83 4,985.67 3,898.92
David D. Tripple 750.00 750.00 750.00 750.00 750.00 750.00 750.00
Stephen K. West 3,117.50 3,341.00 2,995.25 3,430.25 3,064.50 4,505.67 3,610.58
John Winthrop 3,089.00 3,288.25 3,112.75 3,218.50 2,986.17 4,365.58 3,569.33
Totals 19,781.25 21,018.75 19,781.50 21,364.25 19,613.67 27,865.34 22,920.57
<CAPTION>
LIMITED
PIONEER GROWTH HIGH INDO- INTERNATIONAL MATURITY
TRUSTEE FUND SHARES YIELD^1 ASIA GROWTH BOND
------- ---- ------ ------ ---- ------ ----
<S> <C> <C> <C> <C> <C> <C>
John F. Cogan, Jr. 750.00 750.00 750.00 750.00 750.00 750.00
Mary K. Bush 11,109.75 6,450.25 1,806.00 2,773.83 3,249.17 2,826.17
Richard H. Egdahl, M.D. 11,109.75 6,450.25 1,806.00 2,773.83 3,249.17 2,826.17
Margaret B.W. Graham 13,518.25 7,515.75 1,812.00 2,779.83 3,395.50 2,471.50
Marguerite A. Piret 16,560.75 8,917.25 1,906.00 2,888.08 3,673.00 2,976.00
David D. Tripple 750.00 750.00 750.00 750.00 750.00 750.00
Stephen K. West 14,151.00 7,851.50 1,731.00 2,781.58 3,477.33 2,903.17
John Winthrop 12,796.75 7,168.75 1,906.00 2,828.58 3,421.42 2,842.00
Totals 80,746.25 45,853.73 12,467.00 18,325.73 21,965.59 18,345.01
<CAPTION>
MID- REAL
MICRO- MID- CAP ESTATE SCIENCE & SMALL
TRUSTEE CAP CAP- VALUE SHARES TECHNOLOGY^2 COMPANY
------- --- ---- ----- ------ ----------- -------
<S> <C> <C> <C> <C> <C> <C>
John F. Cogan, Jr. 750.00 750.00 750.00 750.00 0.00 750.00
Mary K. Bush 2,883.17 3,971.00 5,441.83 1,721.75 0.00 3,222.42
Blake Eagle -- -- -- 1,457.00 -- --
Richard H. Egdahl, M.D. 2,883.17 3,971.00 5,441.83 1,721.75 0.00 3,222.42
Margaret B.W. Graham 2,922.50 4,334.00 6,235.33 1,771.75 0.00 3,360.42
Marguerite A. Piret 3,069.67 4,874.00 7,300.75 1,933.00 0.00 3,630.25
David D. Tripple 750.00 750.00 750.00 750.00 0.00 750.00
Stephen K. West 2,981.00 4,362.50 6,408.08 1,882.75 0.00 3,391.08
John Winthrop 2,930.83 4,331.00 6,061.33 1,857.75 0.00 3,372.08
Totals 15,537.17 22,622.50 32,197.32 13,845.75 0.00 17,726.25
<CAPTION>
TOTAL COMPENSATION
FROM THE FUNDS AND
OTHER FUNDS IN THE
PIONEER FAMILY
STRATEGIC TAX-FREE TAX- PIONEER WORLD OF FUNDS^4
TRUSTEE INCOME INCOME MANAGED^3 II EQUITY
------- ------ -------- --------- -- ------ -----------------
<S> <C> <C> <C> <C> <C> <C>
John F. Cogan, Jr. 0.00 750.00 0.00 750.00 750.00 $ 18,000.005
Mary K. Bush 1,375.50 3,315.25 0.00 11,416.50 2,809.75 93,500.00
Blake Eagle -- -- -- -- -- 1,457.00
Richard H. Egdahl, M.D. 1,375.50 3,315.35 0.00 11,416.50 2,809.75 95,500.00
Margaret B.W. Graham 1,375.50 3,478.75 0.00 13,980.50 2,827.75 102,000.00
Marguerite A. Piret 1,425.50 3,778.75 0.00 17,207.00 2,948.50 116,750.00
David D. Tripple 0.00 750.00 0.00 750.00 750.00 18,000.005
Stephen K. West 1,425.50 3,614.75 0.00 14,490.00 2,781.50 108,250.00
John Winthrop 1,425.50 3,533.00 0.00 13,358.00 2,768.25 98,400.00
Totals 7,027.50 17,470.60 0.00 71,020.00 14,885.75 $651,857.00
</TABLE>
-----------------------------
1 Estimated for the fiscal year ending October 31, 2000.
2 Estimated for the fiscal year ending September 30, 2000.
3 Estimated for the fiscal year ending December 31, 2000.
E-1
<PAGE>
4 For the calendar year ended December 31, 1999. The amounts paid to the
trustees differ due to (i) Dr. Egdahl, Ms. Piret and Mr. West service as
trustees to another trust in the Pioneer Family of Funds (Pioneer Variable
Contracts Trust), (ii) membership on or chairing certain committees of the
boards of trustees and (iii) attendance at meetings.
5 Pioneer fully reimbursed all funds for the compensation paid to Messrs.
Cogan and Tripple.
E-2
<PAGE>
As of the close of business on the Record Date, the shares outstanding of
each fund were as follows:
<TABLE>
<CAPTION>
------------------------------- --------------------------------------------------------------
FUND NUMBER OF SHARES OUTSTANDING
------------------------------- --------------------------------------------------------------
------------------------------- --------------- --------------- -------------- ---------------
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
America Income Trust N/A
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Balanced Fund N/A
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Bond Fund N/A
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Cash Reserves Fund N/A
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Emerging Markets Fund
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Equity-Income Fund
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Europe Fund
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Pioneer Fund
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Growth Shares
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
High Yield Fund
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Indo-Asia Fund N/A
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
International Growth N/A
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Limited Maturity Bond Fund N/A
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Micro-Cap Fund N/A N/A
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Mid-Cap Fund N/A
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Mid-Cap Value Fund
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Real Estate Shares
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Science & Technology Fund N/A
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Small Company Fund N/A
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Strategic Income Fund
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Tax-Free Income Fund N/A
------------------------------- --------------- --------------- -------------- ---------------
F-1
<PAGE>
<CAPTION>
------------------------------- --------------------------------------------------------------
FUND NUMBER OF SHARES OUTSTANDING
------------------------------- --------------------------------------------------------------
------------------------------- --------------- --------------- -------------- ---------------
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Tax-Managed Fund
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Pioneer II N/A
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
World Equity Fund N/A
------------------------------- --------------- --------------- -------------- ---------------
</TABLE>
F-2
<PAGE>
EXHIBIT G
To the knowledge of the funds, as of May 31, 2000, the following
shareholders held beneficially or of record, 5% or more of any class of shares
of each fund:
<TABLE>
<CAPTION>
NO. AND CLASS OF
FUND SHARES OWNED NAME AND ADDRESS PERCENTAGE OF CLASS
---- ------------ ---------------- -------------------
<S> <C> <C> <C>
America Income Trust
Balanced Fund
Bond Fund
Cash Reserves Fund
Emerging Markets Fund
Equity-Income Fund
Europe Fund
Pioneer Fund
Growth Shares
High Yield Fund
Indo-Asia Fund
International Growth Fund
Limited Maturity Bond Fund
Micro-Cap Fund
Mid-Cap Fund
Mid-Cap Value Fund
Real Estate Shares
Science & Technology Fund
Small Company Fund
Strategic Income Fund
Tax-Free Income Fund
Tax-Managed Fund
Pioneer II
World Equity Fund
</TABLE>
------------
* This ownership is as nominee only and does not represent beneficial ownership
of such shares.
G-1
<PAGE>
PROXY PROXY
[PIONEER AMERICA INCOME TRUST]
[PIONEER BALANCED FUND]
[PIONEER BOND FUND]
[PIONEER CASH RESERVES FUND]
[PIONEER EMERGING MARKETS FUND]
[PIONEER EQUITY-INCOME FUND]
[PIONEER EUROPE FUND]
[PIONEER FUND]
[PIONEER GROWTH SHARES]
[PIONEER HIGH YIELD FUND]
[PIONEER INDO-ASIA FUND]
[PIONEER INTERNATIONAL GROWTH FUND]
[PIONEER LIMITED MATURITY BOND FUND]
[PIONEER MICRO-CAP FUND]
[PIONEER MID-CAP FUND]
[PIONEER MID-CAP VALUE FUND]
[PIONEER REAL ESTATE SHARES]
[PIONEER SCIENCE AND TECHNOLOGY FUND]
[PIONEER SMALL COMPANY FUND]
[PIONEER STRATEGIC INCOME FUND]
[PIONEER TAX-FREE INCOME FUND]
[PIONEER TAX-MANAGED FUND]
[PIONEER II]
[PIONEER WORLD EQUITY FUND]
PROXY FOR THE MEETING OF SHAREHOLDERS
To be held August ___, 2000
VOTE VIA THE INTERNET: http://Pioneer.proxyvoting.com
TOUCH-TONE VOTING: 1-800-597-7836
CONTROL NUMBER:
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 Meeting of Shareholders of my
(our) fund to be held on ______, August ___, 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
PROPOSAL.
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
-----------------------------------
Signature(s)
Date_______________________,2000___
<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:
FOR AGAINST ABSTAIN
1(a). To approve a new management contract between the funds and Pioneer
Investment Management, Inc. ("Pioneer"), the funds' investment adviser
("Pioneer"). This 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.
1(b). FOR SHAREHOLDERS OF PIONEER INDO-ASIA FUND ONLY: To approve a new
subadvisory contract between Pioneer and ITI Pioneer AMC Ltd. This new contract
relates to the fund's assets invested in Indian securities and will take effect
only if the proposed acquisition of PGI by UniCredito is consummated.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(as marked below)
2. To elect Trustees. The nominees for Trustees are:
01 M.K. Bush 02 J.F. Cogan, Jr.
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
09 B. Eagle (for Pioneer
Real Estate Shares only)
To withhold authority to vote for one or more or the nominees, write the name(s)
of the nominee(s) on the line below:
-----------------------------------
