PIONEER GROWTH SHARES
DEFS14A, 2000-07-24
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                                  SCHEDULE 14A

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


Filed by the Registrant                    [X]

Filed by a Party other than the Registrant [ ]


Check the appropriate box:

[ ]  Preliminary Proxy Statement

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

[X]  Definitive Proxy Statement

[X]  Definitive Additional Materials

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

                          Pioneer 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>


   PIONEER AMERICA INCOME TRUST               PIONEER LIMITED MATURITY BOND FUND
       PIONEER BALANCED FUND                        PIONEER MICRO-CAP FUND
          PIONEER BOND FUND                          PIONEER MID-CAP FUND
    PIONEER CASH RESERVES FUND                    PIONEER MID-CAP VALUE FUND
   PIONEER EMERGING MARKETS FUND                  PIONEER REAL ESTATE SHARES
   PIONEER EQUITY-INCOME FUND                  PIONEER SCIENCE & TECHNOLOGY FUND
       PIONEER EUROPE FUND                        PIONEER SMALL COMPANY FUND
            PIONEER FUND                        PIONEER STRATEGIC INCOME FUND
       PIONEER GROWTH SHARES                     PIONEER TAX-FREE INCOME FUND
      PIONEER HIGH YIELD FUND                     PIONEER TAX-MANAGED FUND
       PIONEER INDO-ASIA FUND                             PIONEER II
 PIONEER INTERNATIONAL GROWTH FUND                PIONEER WORLD EQUITY FUND

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


                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                        SCHEDULED FOR SEPTEMBER 11, 2000

     This is the formal agenda for your fund's special shareholder meeting. It
tells you the matters you will be asked to vote on and the time and place of
the meeting, in case you want to attend in person. 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
September 11, 2000 at 2:00 p.m., Boston time, to consider the following:

     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;


                                                                    8612-00-0600
<PAGE>

     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 July 13, 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
July 24, 2000
                                -----------------

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY.

<PAGE>

                            JOINT PROXY STATEMENT OF

   PIONEER AMERICA INCOME TRUST               PIONEER LIMITED MATURITY BOND FUND
       PIONEER BALANCED FUND                        PIONEER MICRO-CAP FUND
          PIONEER BOND FUND                          PIONEER MID-CAP FUND
    PIONEER CASH RESERVES FUND                    PIONEER MID-CAP VALUE FUND
   PIONEER EMERGING MARKETS FUND                  PIONEER REAL ESTATE SHARES
   PIONEER EQUITY-INCOME FUND                  PIONEER SCIENCE & TECHNOLOGY FUND
       PIONEER EUROPE FUND                        PIONEER SMALL COMPANY FUND
            PIONEER FUND                        PIONEER STRATEGIC INCOME FUND
       PIONEER GROWTH SHARES                     PIONEER TAX-FREE INCOME FUND
      PIONEER HIGH YIELD FUND                     PIONEER TAX-MANAGED FUND
       PIONEER INDO-ASIA FUND                             PIONEER II
 PIONEER INTERNATIONAL GROWTH FUND                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.


                                  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 will 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 September 11, 2000, and at any adjournments of
the meeting to a later date, for the purposes as set forth in the accompanying
notice of special meeting of shareholders.

     This proxy statement and the enclosed proxy card are being mailed to
shareholders on or about July 24, 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") and companies
controlled by 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.


                                        1
<PAGE>

The Transaction is conditioned upon approval of Proposal 1(a) by the
shareholders of the 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 July 13,
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 shareholders'
instructions. If you sign a proxy, but do not fill in a vote, your shares will
be voted in favor of each of the nominees for trustee and to approve the other
proposals. If any other business comes before the special shareholder meeting,
your shares will be voted at the discretion of the persons named as proxies.


The Transaction


Information concerning UniCredito

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

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

     As part of UniCredito's acquisition of PGI, UniCredito will be
restructuring the ownership of its current investment management operations.
UniCredito owns 65% of EuroPlus SGR and EuroPlus Research and Management. A
majority owned subsidiary of UniCredito, Rolo Banca, holds the remaining shares
of EuroPlus SGR. After acquiring PGI and as part of the Transaction, UniCredito
intends to establish a holding company that will own 100% of PGI and its other
investment management subsidiaries. UniCredito will own approximately 66.6% of
the holding company and Rolo Banca will own the remaining


                                        2
<PAGE>

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

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


The terms of the merger agreement

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

     The initial phase of the Transaction is expected to close during the third
quarter of 2000, provided that a number of conditions set forth in the merger
agreement, dated as of May 14, 2000, between PGI and UniCredito (the "Merger
Agreement"), are met or waived. These conditions include the approval of the
Merger Agreement by PGI's stockholders, the approval of 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. The second stage
in which Rolo Banca will acquire a minority interest in Pioneer Global Asset
Management is expected to occur in the first half of 2001.


                                        3
<PAGE>

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


Anticipated benefits of the Transaction

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

o  Pioneer's expertise may be enhanced by the experience and expertise of
   UniCredito's investment management professionals. While no change in the
   management of the 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 enhance Pioneer's ability to attract and
   retain highly qualified staff members.

o  UniCredito has made the growth of its asset management operations a key
   component of its business plans. This commitment should assist Pioneer in
   continuing to expand its business, attract more assets to the 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>                                      <C>
1(a).     Approval of new management contract      Each fund, 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                     Each fund, 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 all 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 13, 2000
and July 11, 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
UniCredito's purchase of 100% of PGI.

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


                                        5
<PAGE>

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. 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 officer 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 federal regulatory
agencies, state or blue sky securities agencies and foreign jurisdictions,
including the preparation of prospectuses and statements of additional
information for filing with such regulatory authorities; (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


                                        6
<PAGE>

contract and proposed management contract for each fund (other than Pioneer
International Growth Fund and Pioneer Limited Maturity Bond Fund), the fund
bears the charges and expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent such services are
performed by personnel of Pioneer or its affiliates, office space and
facilities and personnel compensation, training and benefits.

     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:


                                        7
<PAGE>

     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 decreasing fee schedule. For an
        asset based fee with a graduated fee schedule, the fund pays Pioneer a
        fee at 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
        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 and, if applicable, Class C and/or Class Y
shares will be reduced by the same number of basis points as such expenses are
reduced for Class A shares.


                                        8
<PAGE>


<TABLE>
<CAPTION>
                                          Expense limitation (as a
                                          percentage of the fund's
                 Fund                     average daily net assets)
--------------------------------------   --------------------------
<S>                                                <C>
Pioneer High Yield Fund                           0.75%
Pioneer Science & Technology Fund                 1.75%
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 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 Fund's and Pioneer
Limited Maturity Bond Fund's proposed management contract would be amended to
include this standard of care provision. The proposed "standard of care" for
these funds is consistent with the 1940 Act, the standard of care contained in
the management contracts for all the other funds in the Pioneer Family of Funds
and common practice in the mutual fund industry.


                                        9
<PAGE>

     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 fund's
trustees who may, upon written action by at least three trustees, require
Pioneer to repurchase or resell the security involved in such transaction at
the fund's expense. This provision will be deleted from the proposed management
contracts for these funds in order to conform the terms of these proposed
management contracts to the terms of the management contracts for all the other
funds in the Pioneer Family of Funds. Since the effectiveness of the existing
management contracts for Pioneer International Growth Fund and Pioneer Limited
Maturity Bond Fund, the trustees have never requested that Pioneer cancel a
purchase or sale transaction on behalf of either fund.

     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


                                       10
<PAGE>

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 cease 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 unenforceable provisions of the contract are severable and do not
render the entire agreement invalid or unenforceable. Each of Pioneer
International Growth Fund's and Pioneer Limited Maturity Bond Fund's 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 UniCredito's purchase of 100% of PGI and will continue in
effect until December 31, 2001 and thereafter will continue from year to year
subject to annual approval by the board of trustees in the same manner as the
existing management contract. 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


                                       11
<PAGE>

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, Rolo Banca, their respective affiliates and their
personnel, operations and financial condition. The trustees also reviewed the
terms of the Transaction and its possible effects on the 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 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, and termination dates
and certain immaterial changes; (2) the favorable history, reputation,
qualification and background of Pioneer and UniCredito, as well as the
qualifications of their personnel and their respective financial conditions;
(3) that the fee and expense ratios of the 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; (8) assurances from UniCredito that UniCredito does not intend to
make any material changes to Pioneer's financial, human and other resources
that would adversely impact Pioneer's ability to provide the same quality of
investment management and other services that Pioneer has provided in the past;
and (9) other factors deemed relevant by the trustees. The trustees deemed the
factors set forth in clauses (1), (2), (3), (6), (7) and (8) to be particularly
persuasive in their decision to recommend to shareholders of each fund that
they approve the proposed management contract. The trustees considered the
other factors set forth above to be relevant to a lesser extent than those set
forth in clauses (1), (2), (3), (6), (7) and (8).


                                       12
<PAGE>

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
UniCredito's purchase of 100% of PGI, 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 and (ii) for two years after UniCredito's purchase of 100% of PGI,
UniCredito and its affiliates will refrain from imposing, or agreeing to
impose, an unfair burden on any fund.


Trustees' recommendation

     The independent trustees of each fund held meetings to consider the
proposed management contracts and the Transaction on May 25, 2000, June 8,
2000, June 12, 2000 and July 11, 2000, and the entire board of trustees
considered the proposal at meetings held on June 13, 2000 and July 11, 2000.
Based on their evaluation of the materials presented and assisted by the advice
of independent counsel, the trustees at the meetings held on June 13, 2000 and
July 11, 2000, including all the trustees who are not "interested persons" of
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
unanimous vote cast at the meetings, 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 purchase by UniCredito of 100% of
PGI is completed, 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


                                       13
<PAGE>

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 UniCredito's purchase of 100% of PGI is not
completed, 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. Approval of the proposed management contract will
constitute approval by shareholders of the adoption of the management contract
upon the acquisition of PGI by UniCredito and the continuance of the management
contract upon the subsequent transfer of a minority interest in Pioneer Global
Asset Management to Rolo Banca.

     However, in addition to the legal requirement under the 1940 Act, the
consummation of the Transaction is conditioned upon the approval of the
proposed management 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.


                                  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


                                       14
<PAGE>

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 meetings of the board of trustees of Pioneer Indo-Asia Fund held on
June 13, 2000 and July 11, 2000, the trustees, including all of the trustees
who are not "interested persons" of the fund, Pioneer, 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 UniCredito's purchase of 100% of PGI.

     Shareholders of Pioneer Indo-Asia Fund are being asked to approve the
proposed subadvisory contract with Kothari Pioneer. UniCredito's purchase of
100% of PGI and the restructuring of UniCredito's investment management
business will constitute an "assignment" (as defined in the 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 dates 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.

     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 20% 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


                                       15
<PAGE>

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 expressed 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, as follows:

<TABLE>
<CAPTION>
                         Assets                    Fee
                 ---------------------     ---------------------
                    <S>                            <C>
                    $0 to 15 million               0.10%
                    $15 to 45 million              0.20%
                    $45 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 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.


                                       16
<PAGE>

Miscellaneous

     If approved by shareholders of Pioneer Indo-Asia Fund, the proposed
subadvisory contract will become effective upon UniCredito's purchase of 100%
of PGI and will continue in effect until December 31, 2001 and thereafter will
continue from year to year subject to annual approval by the board of trustees
in the same manner as the existing 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 the fund's board of trustees or by 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, Rolo Banca, their
respective affiliates and their personnel, operations and financial condition.
The trustees also reviewed the terms of the Transaction and its possible
effects on the fund and its shareholders. Representatives of Pioneer discussed
with the trustees the anticipated effects of the Transaction and, together with
a representative of UniCredito, indicated their belief that as a consequence of
the 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.

     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
and certain immaterial changes; (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


                                       17
<PAGE>

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. The trustees deemed the factors set
forth in clauses (1), (2), (3) and (6) to be particularly persuasive in their
decision to recommend to shareholders of the fund that they approve the
proposed subadvisory contract. The trustees considered the other factors set
forth above to be relevant to a lesser extent than those set forth in clauses
(1), (2), (3) and (6).


Trustees' recommendation

     The independent trustees of Pioneer Indo-Asia Fund held meetings to
consider the proposed subadvisory contract and the Transaction on May 25, 2000,
June 8, 2000, June 12, 2000 and July 11, 2000, and the entire board of trustees
considered the proposal at meetings held on June 13, 2000 and July 11, 2000.
Based on their evaluation of the materials presented and assisted by the advice
of independent counsel, the trustees at the meetings held on June 13, 2000 and
July 11, 2000, including all the trustees who are not "interested persons" of
the fund, Pioneer, 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 unanimous vote cast at the meetings, 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 purchase by UniCredito of 100% of PGI is
completed, the trustees of the fund would consider what further action to take
consistent with their fiduciary duties to the fund. Such actions may include
obtaining for the fund interim 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 UniCredito's purchase of 100% of
PGI is not completed, 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.


                                       18
<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 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
number of shares of each fund beneficially owned by each nominee, directly or
indirectly, on May 31, 2000.


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                                             Number of shares
                                                                                 owned and
                                                                            percentage of total
   Name (age), position(s)         Principal occupation or employment       shares outstanding
 with each fund and address             and trustee/directorships            on May 31, 2000+
----------------------------   ------------------------------------------   -------------------
<S>                            <C>                                           <C>
John F. Cogan, Jr.* (74)       President, Chief Executive Officer and a      12,861 (Class A)
Chairman of the Board,         Director of PGI; Chairman and a                  (0.12%)(1)
President and Trustee          Director of Pioneer, PFD, Closed Joint-        1,255 (Class A)
60 State Street                Stock Company "Forest-Starma" and                 (0.01%)(2)
Boston, MA 02109               Pioneer Global Funds Distributor, Ltd.;       144,469 (Class A)
                               Director of Pioneer Real Estate                  (1.19%)(3)
                               Advisors, Inc. ("PREA"), Pioneer              180,248 (Class A)
                               Forest, Inc., Pioneer Management                 (0.08%)(4)
                               (Ireland) Limited ("PMIL"), Pioneer           28,373 (Class A)
                               First Investment Fund and PIOGlobal              (0.33%)(5)
                               Corporation ("PIOGlobal"); President           9,456 (Class A)
                               and Director of Pioneer International             (0.05%)(6)
                               Corporation ("PIntl"), Pioneer First           7,671 (Class A)
                               Russia, Inc. ("PFR") and Pioneer                  (0.08%)(7)
                               Omega, Inc. ("Pioneer Omega");                201,091 (Class A)
                               Member of the Supervisory Board of               (0.15%)(8)
                               Pioneer Fonds Marketing GmbH,                 12,745 (Class Y)
                               Pioneer First Polish Investment Fund             (6.00%)(8)
                               Joint Stock Company ("Pioneer First            4,589 (Class A)
                               Polish"), Pioneer Czech Investment                (0.01%)(9)
                               Company, a.s. ("Pioneer Czech") and           22,323 (Class A)
                               Pioneer Universal Pension Fund                  (1.17%)(10)
                               Company; Chairman, President and              21,650 (Class A)
                               Trustee of all of the Pioneer mutual            (0.97%)(11)
                               funds; Director of Pioneer America            11,328 (Class A)
                               Fund Plc, Pioneer Diversified Income            (0.16%)(12)
                               Fund Plc, Pioneer Global Equity Fund          627,947 (Class A)
                               Plc, Pioneer Global Bond Fund Plc,               (6.58%)(13)
                               Pioneer Euro Reserve Fund Plc,                1,780 (Class A)
                               Pioneer European Equity Fund Plc,               (0.07%)(14)
                               Pioneer Emerging Europe Fund Plc,             22,947 (Class A)
                               Pioneer Greater Asia Fund Plc, Pioneer          (0.05%)(15)
                               U.S. Growth Fund Plc and Pioneer US            3,189 (Class A)
                               Real Estate Fund Plc (collectively, the          (0.01%)(16)
                               "Irish Funds"); and Of Counsel, Hale          49,877 (Class A)
                               and Dorr LLP (counsel to PGI and the            (1.76%)(17)
                               funds).                                       11,793 (Class Y)
                                                                               (18.68%)(17)
                                                                             14,611 (Class A)
                                                                               (1.57%)(19)
                                                                             9,362 (Class A)
                                                                                (0.03%)(20)
                                                                             62,973 (Class A)
                                                                               (0.04%)(21)
</TABLE>

                                       20
<PAGE>


<TABLE>
<CAPTION>
                                                                              Number of shares
                                                                                 owned and
                                                                            percentage of total
   Name (age), position(s)          Principal occupation or employment       shares outstanding
 with each fund and address             and trustee/directorships             on May 31, 2000+
----------------------------   -------------------------------------------  -------------------
<S>                            <C>                                               <C>
Mary K. Bush (52)              President, Bush & Co. (international                 109
Trustee                        financial advisory firm); Director and/or        (<0.01%)(1)
4201 Cathedral Ave., N.W.      Trustee of Mortgage Guaranty                        104
Washington, D.C. 20016         Insurance Corporation, Hoover                    (<0.01%)(2)
                               Institution, March of Dimes, Texaco,                118
                               Inc., R.J. Reynolds Tobacco Holdings,            (<0.01%)(3)
                               Inc. and Brady Corporation. Advisory                 85
                               Board Member, Washington Mutual                  (<0.01%)(5)
                               Investors Fund (registered investment                35
                               company); and Trustee of all of the              (<0.01%)(6)
                               Pioneer mutual funds, except Pioneer                 34
                               Variable Contracts Trust.                        (<0.01%)(7)
                                                                                    32
                                                                                (<0.01%)(8)
                                                                                    48
                                                                                (<0.01%)(9)
                                                                                   102
                                                                                (<0.01%)(11)
                                                                                    82
                                                                                (<0.01%)(12)
                                                                                    64
                                                                                (<0.01%)(15)
                                                                                    54
                                                                                (<0.01%)(16)
                                                                                    75
                                                                                (<0.01%)(17)
                                                                                    48
                                                                                (<0.01%)(18)
                                                                                    52
                                                                                (<0.01%)(22)

Blake Eagle++ (67)             Chairman of the Center for Real Estate,             --
Trustee of Pioneer Real        Massachusetts Institute of Technology
Estate Shares                  since 1994; Member of the Capital
Massachusetts Institute of     Markets Task Force for the Urban
Technology                     Land Institute; Director of Bentall
Building W31 310               Corporation (Canadian real estate
Cambridge, MA 02139            firm), Cornerstone Properties, Inc.
                               (real estate firm listed on the Frankfurt
                               Stock Exchange) and 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.
</TABLE>

                                       21
<PAGE>


<TABLE>
<CAPTION>
                                                                             Number of shares
                                                                                 owned and
                                                                            percentage of total
    Name (age), position(s)          Principal occupation or employment     shares outstanding
  with each fund and address             and trustee/directorships           on May 31, 2000+
------------------------------   -----------------------------------------  -------------------
<S>                              <C>                                         <C>
Richard H. Egdahl, M.D. (73)     Alexander Graham Bell Professor of           2,338 (Class A)
Trustee                          Health Care Entrepreneurship, Boston           ( 0.01%)(16)
Boston University                University; Professor of Management,
Healthcare Entrepreneurship      Boston University School of
Program                          Management; Professor of Public
53 Bay State Road                Health, Boston University School of
Boston, MA 02215                 Public Health; Professor of Surgery,
                                 Boston University School of Medicine;
                                 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 (53)        Founding Director, The Winthrop               190 (Class A)
Trustee                          Group, Inc. (consulting firm); and             (<0.01%)(6)
The Keep                         Trustee of all of the Pioneer mutual          314 (Class A)
P.O. Box 110                     funds, except Pioneer Variable                 (<0.01%)(7)
Little Deer Isle, ME 04650       Contracts Trust.                              23 (Class A)
                                                                                (<0.01%)(8)
                                                                               29 (Class A)
                                                                                (<0.01%)(12)
                                                                               341 (Class A)
                                                                                (<0.01%)(15)
                                                                               89 (Class A)
                                                                                (<0.01%)(17)
                                                                               87 (Class A)
                                                                                (<0.01%)(21)
</TABLE>

                                       22
<PAGE>


<TABLE>
<CAPTION>
                                                                             Number of shares
                                                                                 owned and
                                                                            percentage of total
   Name (age), position(s)         Principal occupation or employment       shares outstanding
 with each fund and address            and trustee/directorships             on May 31, 2000+
----------------------------   -----------------------------------------    -------------------
<S>                            <C>                                             <C>
Marguerite A. Piret (52)       President, Newbury, Piret & Company,            108 (Class A)
Trustee                        Inc. (merchant banking firm); Trustee            (<0.01%)(1)
One Boston Place               of Boston Medical Center; Member of             135 (Class A)
26th Floor                     the Board of Governors of the                    (<0.01%)(2)
Boston, MA 02108               Investment Company Institute; Director,         13,717 (Class A)
                               Organogenesis Inc. (tissue engineering           (0.01%)(4)
                               company); and Trustee of all of the             183 (Class A)
                               Pioneer mutual funds.                            (<0.01%)(5)
                                                                               64 (Class A
                                                                               (<0.01%)(6)
                                                                               952 (Class A)
                                                                                (0.01%)(7)
                                                                               47 (Class A)
                                                                               (<0.01%)(8)
                                                                               646 (Class A)
                                                                                (<0.01%)(9)
                                                                               104 (Class A)
                                                                                (0.01%)(11)
                                                                               394 (Class A)
                                                                                (0.01%)(12)
                                                                               336 (Class A)
                                                                                <0.01%)(13)
                                                                               365 (Class A)
                                                                                (0.01%)(14)
                                                                               642 (Class A)
                                                                               (<0.01%)(15)
                                                                               477 (Class A)
                                                                               (<0.01%)(16)
                                                                               98 (Class A)
                                                                               (<0.01%)(17)
                                                                               190 (Class A)
                                                                               (<0.01%)(18)
                                                                               54 (Class A)
                                                                               (0.01%)(19)
                                                                               108 (Class A)
                                                                               (<0.01%)(20)
                                                                               63 (Class A)
                                                                               (<0.01%)(21)
                                                                               306 (Class A)
                                                                                (0.97%)(22)
</TABLE>

                                       23
<PAGE>


<TABLE>
<CAPTION>
                                                                             Number of shares
                                                                                owned and
                                                                            percentage of total
   Name (age), position(s)         Principal occupation or employment        shares outstanding
 with each fund and address            and trustee/directorships             on May 31, 2000+
----------------------------   -----------------------------------------    -------------------
<S>                            <C>                                            <C>
David D. Tripple* (56)         Executive Vice President and a Director        2,490 (Class A)
Executive Vice President       of PGI; President and a Director of               (0.02%)(1)
and Trustee                    Pioneer and PFD; Director of                  146,191 (Class A)
60 State Street                Pioneering Services Corporation                  (0.06%)(4)
Boston, MA 02109               ("PSC"), PIntl, PIOGlobal, Pioneer             3,736 (Class Y)
                               Omega, PMIL and the Irish Funds;                 (1.76%)(8)
                               Member of the Supervisory Board of             3,316 (Class Y)
                               Pioneer First Polish, Pioneer Czech and          (0.90%)(9)
                               Pioneer Asset Management, S.A.; and            12,362 (Class A)
                               Executive Vice President and Trustee of          (0.55%)(11)
                               all of the Pioneer mutual funds.               1,166 (Class A)
                                                                               (<0.01%)(15)
                                                                              3,847 (Class Y)
                                                                                (6.09%)(17)
                                                                              187 (Class A)
                                                                              (<0.01%)(20)
                                                                              7,742 (Class A)
                                                                               (<0.01%)(21)

Stephen K. West (71)           Of Counsel, Sullivan & Cromwell (law           415 (Class A)
Trustee                        firm); Director, Dresdner RCM Global            (<0.01%)(6)
125 Broad Street               Strategic Income Fund, Inc. since May          631 (Class A)
New York, NY 10004             1997 and The Swiss Helvetia Fund, Inc.          (<0.01%)(9)
                               since 1995 (investment companies),             545 (Class A)
                               AMVESCAP PLC (investment                        (<0.01%)(16)
                               managers) since 1997 and ING                   3,840 (Class A)
                               American Insurance Holdings, Inc.;               (0.14%)(17)
                               and Trustee of all of the Pioneer
                               mutual funds.
</TABLE>

                                       24
<PAGE>


<TABLE>
<CAPTION>
                                                                             Number of shares
                                                                                 owned and
                                                                            percentage of total
   Name (age), position(s)         Principal occupation or employment       shares outstanding
 with each fund and address             and trustee/directorships            on May 31, 2000+
----------------------------   ------------------------------------------   -------------------
<S>                            <C>                                            <C>
John Winthrop (64)             President, John Winthrop & Co., Inc.           1,300 (Class A)
Trustee                        (private investment firm); Director of           (0.01%)(1)
One North Adgers Wharf         NUI Corp. (energy sales, services and          1,355 (Class A)
Charleston, SC 29401           distribution); and Trustee of all of the         (0.01%)(2)
                               Pioneer mutual funds, except Pioneer           8,118 (Class A)
                               Variable Contracts Trust.                        (0.07%)(3)
                                                                              188,279 (Class A)
                                                                                (0.08%)(4)
                                                                              5,023 (Class A)
                                                                                (0.06%)(5)
                                                                              2,082 (Class A)
                                                                                (0.01%)(6)
                                                                              3,423 (Class A)
                                                                                (0.04%)(7)
                                                                              1,374 (Class A)
                                                                                (<0.01%)(8)
                                                                              1,226 (Class A)
                                                                                (<0.01%)(9)
                                                                              924 (Class A)
                                                                                (0.05%)(10)
                                                                              1,236 (Class A)
                                                                                (0.06%)(11)
                                                                              3,827 (Class A)
                                                                                (0.05%)(12)
                                                                              3,404 (Class A)
                                                                                (0.04%)(13)
                                                                              707 (Class A)
                                                                               (0.01%)(14)
                                                                              2,236 (Class A)
                                                                               (<0.01%)(15)
                                                                              2,929 (Class A)
                                                                                (0.01%)(16)
                                                                              5,707 (Class A)
                                                                                (0.20%)(17)
                                                                              1,058 (Class A)
                                                                                (0.01%)(18)
                                                                              1,335 (Class A)
                                                                                (0.14%)(19)
                                                                              6,344 (Class A)
                                                                                (0.02%)(20)
                                                                              1,812 (Class A)
                                                                               (<0.01%)(21)
                                                                              1,016 (Class A)
                                                                               (0.07%)(22)
</TABLE>

------------
   * Messrs. Cogan and Tripple are "interested persons" of each fund and
     Pioneer within the meaning of Section 2(a)(19) of the 1940 Act.
   + As of May 31, 2000, the trustees and officers of the fund beneficially
     owned, directly or indirectly,


                                       25
<PAGE>

     in the aggregate less than 1% of the outstanding shares of any class of
     Pioneer American Income Trust, Pioneer Balanced Fund, Pioneer Cash
     Reserves Fund, Pioneer International Growth Fund, Pioneer Micro-Cap Fund,
     Pioneer Mid-Cap Fund, Pioneer Small Company Fund, Pioneer Science &
     Technology Fund, Pioneer Tax-Free Income Fund, Pioneer Tax-Managed Fund,
     Pioneer II and any other fund unless otherwise noted below. As of May 31,
     2000, the trustees and officers beneficially owned, directly or
     indirectly, in the aggregate the following percentages of these classes of
     the funds: Pioneer Bond Fund--Class A (1.26%), Pioneer Emerging Markets
     Fund--Class Y (1.15%), Pioneer Equity-Income Fund--Class Y (9.38%),
     Pioneer Europe Fund--Class Y (3.13%), Pioneer Fund--Class Y (17.08%),
     Pioneer Growth Shares--Class Y (3.41%), Pioneer High Yield Fund--Class A
     (1.21%), Pioneer Indo-Asia Fund--Class A (1.58%), Pioneer Limited Maturity
     Bond Fund--Class A (6.62%), Pioneer Mid-Cap Value Fund--Class Y (3.46%),
     Pioneer Real Estate Shares--Class A (2.10%) and Class Y (24.77%), Pioneer
     Strategic Income Fund--Class A (1.72%) and Pioneer World Equity
     Fund--Class A (1.07%).
  ++ For consideration by shareholders of Pioneer Real Estate Shares only.
 (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 Small Company Fund
(19) Pioneer Strategic Income Fund
(20) Pioneer Tax-Free Income Fund
(21) Pioneer II
(22) Pioneer World Equity Fund

     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 1982 for Mr. Cogan, 1997 for Ms. Bush, 1996 for Mr.
Eagle, 1992 for Dr. Egdahl, 1990 for Ms. Graham, 1982 for Ms. Piret, 1986 for
Mr. Tripple, 1993 for Mr. West and 1985 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


                                       26
<PAGE>

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


Other executive officers

     In addition to Messrs. Cogan and Tripple, who serve as executive officers
of 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.


<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.
</TABLE>

                                       27
<PAGE>

<TABLE>
<CAPTION>
 Name (age), and position with each fund                    Principal occupation(s)
-----------------------------------------   -------------------------------------------------------
<S>                                         <C>
Vincent Nave (55), Assistant                Vice President-Fund Accounting, Administration and
Treasurer                                   Custody Services of Pioneer (Manager from September
                                            1996 to February 1999); and Assistant Treasurer of all
                                            of the Pioneer mutual funds since June 1999.

Robert P. Nault (36), Assistant             Senior Vice President of PGI since 1998; General
Secretary                                   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. 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 UniCredito's purchase of
100% of PGI or the approval of the proposed management contracts.


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 shareholders of record as of the record date are entitled to notice of and
to vote at the meeting. A majority of the outstanding shares of each fund that
are entitled to vote will be considered a quorum for the transaction of
business by that fund.


                                       28
<PAGE>

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 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


                                       29
<PAGE>

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
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


                                       30
<PAGE>

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 D.F. King &Co., Inc. ("D.F. King")
to assist in the solicitation of proxies for all funds in the Pioneer Family of
Funds at an approximate cost of $100,000 to PGI. Shareholders who have not
voted their proxies in a timely manner may receive a telephone call from D.F.
King 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.

     July 24, 2000

                                       31
<PAGE>

                                   EXHIBIT A1

                      FORM OF PROPOSED MANAGEMENT CONTRACT

   PIONEER AMERICA INCOME TRUST                     PIONEER MICRO-CAP FUND
       PIONEER BALANCED FUND                         PIONEER MID-CAP FUND
         PIONEER BOND FUND                        PIONEER MID-CAP VALUE FUND
    PIONEER CASH RESERVES FUND                    PIONEER REAL ESTATE SHARES
   PIONEER EMERGING MARKETS FUND               PIONEER SCIENCE & TECHNOLOGY FUND
   PIONEER EQUITY-INCOME FUND                     PIONEER SMALL COMPANY FUND
       PIONEER EUROPE FUND                      PIONEER STRATEGIC INCOME FUND
           PIONEER FUND                          PIONEER TAX-FREE INCOME FUND
       PIONEER GROWTH SHARES                      PIONEER TAX-MANAGED FUND
      PIONEER HIGH YIELD FUND                             PIONEER II
       PIONEER INDO-ASIA FUND                     PIONEER WORLD EQUITY FUND

     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 objective[s] and policies of the
Trust. The Manager will determine from time to time what securities shall be
purchased for the Trust, what securities shall be held or sold by the Trust and
what portion of the Trust's assets shall be held uninvested as cash, subject
always to the provisions of the Trust's [Certificate of Trust, Agreement and]
Declaration of Trust, By-Laws and its registration statements under the 1940
Act and under the 1933 Act covering the Trust's shares, as filed with the
Commission, and to the investment objective[s], 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


                                      A1-1
<PAGE>

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.

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


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

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

      6. The Trust shall assume and shall pay: (i) charges and expenses for fund
accounting, pricing and appraisal services and related overhead, including, to
the extent such services are performed by personnel of the Manager or its
affiliates, office space and facilities, and personnel compensation, training
and benefits; (ii) the charges and expenses of auditors; (iii) the charges and
expenses of any custodian, transfer agent, plan agent, dividend disbursing
agent and registrar appointed by the Trust; (iv) issue and transfer taxes
chargeable to the Trust in connection with securities transactions to which the
Trust is a party; (v) insurance premiums, interest charges, dues and fees for
membership in trade associations and all taxes and corporate fees payable by
the Trust to federal, state or other governmental agencies; (vi) fees and
expenses involved in registering and maintaining registrations of the Trust
and/or its shares with federal regulatory agencies, state or blue sky
securities agencies and foreign jurisdictions, including the preparation


                                      A1-2
<PAGE>

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 see
Exhibit B to the proxy statement.]

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

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

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


                                      A1-3
<PAGE>

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

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

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


                                      A1-4
<PAGE>

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

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

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

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

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

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

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

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

     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.


                                      A1-5
<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


                                      A1-6
<PAGE>

                                   EXHIBIT A2

                      FORM OF PROPOSED MANAGEMENT CONTRACT

                      Pioneer International Growth Fund and
                     Pioneer Limited Maturity Bond Fund only

     THIS AGREEMENT dated this      day of      , 2000 between [Fund Name], a
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.

     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 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").


                                      A2-1
<PAGE>

     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 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 federal regulatory
agencies, state or blue sky securities agencies and foreign jurisdictions,
including the preparation of prospectuses and statements of additional
information for filing with such regulatory authorities, (vii) all expenses of
shareholders' and Trustees' meetings and of preparing, printing and
distributing prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies, (viii) charges and expenses of legal
counsel to the Fund 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 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 Fund or the Manager, as the case may be, and the giving of 60 days' written
notice to the other party.

      6. This Agreement shall become effective on the date hereof and shall
remain in force until December 31, 2001 and from year to year thereafter, but
only so long as its continuance is approved in accordance with the requirements
of the 1940 Act or an exemption therefrom, subject to the right of the Fund and
the Manager to terminate this Agreement as provided in Section 5 hereof.


                                      A2-2
<PAGE>

      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.

      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 Agreement shall continue
in full force and effect until terminated by one of the parties hereto as
provided in Section 5 hereof.


                                      A2-3
<PAGE>

     12. 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.

    13. This Agreement shall become effective as of the date of execution
hereof.

     14. Nothing in this Agreement 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 Agreement 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 Agreement 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.


                                      A2-4
<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


                                      A2-5
<PAGE>

                                   EXHIBIT A3

                      FORM OF PROPOSED SUBADVISORY CONTRACT

                           Pioneer Indo-Asia Fund only

     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


                                      A3-1
<PAGE>

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.

         (c) 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.

         (d) 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.

         (e) 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.

         (f) 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;


                                      A3-2
<PAGE>

          (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;

          (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.



                                      A3-3
<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 Fund's Code of Ethics) 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,


                                      A3-4
<PAGE>

as so revised and updated, 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


                                      A3-5
<PAGE>

monthly based on the average of the Fund's gross assets invested in India's
securities markets and in such 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 December 31, 2001 and from year to year
thereafter, but only so long as its continuance is approved in accordance with
the requirements of the 1940 Act or an exemption therefrom, subject to the
right of the 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, without penalty, by vote of its Board of Trustees
or 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.


                                      A3-6
<PAGE>

     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 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.


                                      A3-7
<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:                                     PIONEER INVESTMENT
                                            MANAGEMENT, INC.


-----------------------------------         -----------------------------------
Joseph P. Barri                             David D. Tripple
Secretary                                   President


ATTEST:                                     KOTHARI PIONEER AMC LTD.


-----------------------------------         -----------------------------------
[Name]                                      Chief Executive
[Title]


                                      A3-8
<PAGE>

                                    EXHIBIT B

                              Management Fee Rates

A. Asset based fees with fixed fee schedule

<TABLE>
<CAPTION>
                                                   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                                             0.80%
Science & Technology Fund                                      1.00%
Small Company Fund                                             0.85%
</TABLE>

B. Asset based fees with graduated fee schedule


<TABLE>
<CAPTION>
                                                              Fee as a percentage of
                                                                the fund's average
            Fund                          Assets                 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%
</TABLE>


                                       B-1
<PAGE>

C. Combined asset based and performance based fee

<TABLE>
<CAPTION>
                                       Basic fee
                       ------------------------------------------
                                                    Fee as a
                                                 percentage of
                                               the fund's average
        Fund                  Assets            daily net assets         Performance fee
--------------------   --------------------   -------------------   ------------------------
<S>                    <C>                    <C>                   <C>
Growth Shares          $0 to $500 million      0.70%                The basic fee can
                       $500 million to                              increase or decrease
                       $1 billion              0.65%                by a maximum of
                       over $1 billion        0.625%                0.10% 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
                       $500 million to                              increase or decrease
                       $1 billion              0.65%                by a maximum of
                       over $1 billion        0.625%                0.10% 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>

------------
*Due to changes in the Lipper fund indices and the Lipper categories to which
 these funds will be assigned, Pioneer anticipates that it will recommended
 to the trustees that they approve a change in the index against which
 performance is measured. Pioneer has not yet made any recommendation to the
 trustees, whose approval would be required for any change.


                                       B-2
<PAGE>

                                    EXHIBIT C

                      Dollar Amount of Management Fees Paid


<TABLE>
<CAPTION>
                                                        Net management fees
                                                    ---------------------------
                                       Management
                                       fee waiver
                                         and/or                       For 12                                   Most recent
                                         expense       For most       months                Net assets     date of shareholder
                            Gross      reimburse-      recently       ended       Fiscal      as of             approval of
                         management     ment by       completed       March 31,    year     December 31,    existing management
          Fund            fees(1)      Pioneer(1)   fiscal year(1)      2000       end          1999        contract and purpose
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>            <C>          <C>          <C>       <C>            <C>
America Income Trust     $  738,275     $(196,175)    $  542,100    $  457,209   12/31     $136,589,358   December 6, 1993
                                                                                                          (fee reduction)
Balanced Fund             1,684,569            --      1,684,569     1,604,314   12/31      238,463,883   January 14, 1997
                                                                                                          (fee increase)
Bond Fund                   818,959            --        818,959       899,525   06/30      173,767,972   May 17, 1999
                                                                                                          (reorganization)
Cash Reserves Fund        1,392,778            --      1,392,778     1,405,314   12/31      371,278,402   May 14, 1999
                                                                                                          (reorganization)
Emerging Markets Fund     1,624,774            --      1,624,774     2,345,064   11/30      234,596,467   June 23, 1994
                                                                                                          (initial)
Equity-Income Fund        6,064,438            --      6,064,438     5,994,536   10/31      984,966,986   April 28, 1998
                                                                                                          (fee change)/
                                                                                                          June 18, 1998
                                                                                                          (reorganization)
Europe Fund               4,638,696            --      4,638,696     4,736,181   10/31      544,127,952   April 27, 1994
                                                                                                          (fee reduction)
</TABLE>

                                       C-1
<PAGE>


<TABLE>
<CAPTION>
                                                        Net management fees
                                                    ---------------------------
                                       Management
                                       fee waiver
                                         and/or                       For 12                                   Most recent
                                         expense       For most       months                Net assets     date of shareholder
                            Gross      reimburse-      recently       ended       Fiscal      as of             approval of
                         management     ment by       completed       March 31,    year     December 31,    existing management
          Fund            fees(1)      Pioneer(1)   fiscal year(1)      2000       end          1999        contract and purpose
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>          <C>           <C>           <C>     <C>              <C>
Pioneer Fund            $43,260,917            --    $43,260,917   $46,032,845  12/31    $7,400,362,084   April 23, 1996
                                                                                                          (fee change-
                                                                                                          performance
                                                                                                          based)
Growth Shares            15,327,628            --     15,327,628    17,144,563  12/31     3,222,595,684   September 28,
                                                                                                          1999 (fee change-
                                                                                                          performance
                                                                                                          based)
High Yield Fund(2)              N/A           N/A            N/A       (14,038) 10/31               N/A   February 24, 2000
                                                                                                          (initial)
Indo-Asia Fund(3)           236,831    $ (372,412)      (135,581)      151,384  10/31        59,374,902   June 23, 1994
                                                                                                          (initial)
International             3,388,179            --      3,388,179     3,553,962  11/30       419,590,710   March 25, 1993
Growth Fund                                                                                               (initial)
Limited Maturity            301,311      (258,411)        42,900       (17,896) 11/30        53,905,252   June 16, 1992
Bond Fund                                                                                                 (initial)
Micro-Cap Fund              936,624            --        936,624     1,077,420  11/30        99,318,095   February 27, 1997
                                                                                                          (initial)
Mid-Cap Fund              3,487,020            --      3,487,020     4,222,037  09/30       965,247,614   January 23, 1996
                                                                                                          (fee change-
                                                                                                          performance
                                                                                                          based)
</TABLE>

                                       C-2
<PAGE>


<TABLE>
<CAPTION>
                                                        Net management fees
                                                    ---------------------------
                                       Management
                                       fee waiver
                                         and/or                       For 12                                   Most recent
                                         expense       For most       months                Net assets     date of shareholder
                            Gross      reimburse-      recently       ended       Fiscal      as of             approval of
                         management     ment by       completed       March 31,    year     December 31,    existing management
          Fund            fees(1)      Pioneer(1)   fiscal year(1)      2000       end          1999        contract and purpose
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>           <C>          <C>           <C>     <C>              <C>
Mid-Cap Value Fund      $10,574,447            --    $10,574,447   $ 8,989,238   10/31   $1,547,981,855   April 30, 1998
                                                                                                          (fee change-
                                                                                                          performance
                                                                                                          based)/June 18,
                                                                                                          1998
Real Estate Shares        1,079,759    $ (152,097)       927,662       771,440   12/31       80,655,229   April 11, 1995
Science &                       N/A           N/A            N/A           N/A   09/30              N/A   March 23, 2000
Technology Fund(4)                                                                                        (initial)
Small Company Fund        2,386,719            --      2,386,719     2,084,482   10/31      237,488,407   September 6, 1995
                                                                                                          (initial)
Strategic Income Fund        19,942      (128,594)      (108,652)     (165,156)  09/30       18,694,454   April 7, 1999
                                                                                                          (initial)
Tax-Free Income Fund      2,005,180            --      2,005,180     1,988,957   12/31      383,583,638   June 30, 1994
Tax-Managed Fund              2,219       (19,479)       (17,260)      (28,427)  12/31        5,545,810   November 17, 1999
                                                                                                          (initial)
Pioneer II               29,178,436            --     29,178,436    26,924,053   09/30    5,101,513,518   April 30, 1996
                                                                                                          (fee change-
                                                                                                          performance
                                                                                                          based)
</TABLE>

                                       C-3
<PAGE>

<TABLE>
<CAPTION>
                                                        Net management fees
                                                    ---------------------------
                                       Management
                                       fee waiver
                                         and/or                       For 12                                   Most recent
                                         expense       For most       months                Net assets     date of shareholder
                            Gross      reimburse-      recently       ended       Fiscal      as of             approval of
                         management     ment by       completed       March 31,    year     December 31,    existing management
          Fund            fees(1)      Pioneer(1)   fiscal year(1)      2000       end          1999        contract and purpose
-------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>         <C>             <C>           <C>        <C>        <C>            <C>
World Equity Fund          $465,368     $(157,524)      $307,844      $307,842   03/31      $54,675,200   October 10, 1996
                                                                                                          (initial)
</TABLE>

--------
(1)Information is presented for each fund's most recently completed fiscal year.
(2)Pioneer assumed management on February 25, 2000.
(3)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 June 23, 1994.
(4)Commenced operations on March 31, 2000.

                                       C-4
<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 27,356,022
shares of common stock of PGI, representing approximately 14.74% of the
outstanding common stock of PGI. During the period January 1, 2000 through May
31, 2000, there were no transactions in PGI common stock by any officer,
director or trustee of 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 (principal executive officer) of Pioneer. The
address of each of these persons is 60 State Street, Boston, Massachusetts
02109, and the principal occupation of each of these persons is as an employee
of PGI. Please see Proposal 2 for more detailed biographies of Messrs. Cogan
and Tripple.


Services provided to the 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. PSC will continue to provide these services after the approval by
shareholders of the proposed management contracts. The fees shown below are for
the fund's most recently completed fiscal year end.

<TABLE>
<CAPTION>
                                Amount of fees paid
                                  to PSC (net of
            Fund                 expense offsets)
----------------------------   --------------------
<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                    1,647,647
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
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
</TABLE>

                                       D-1
<PAGE>


<TABLE>
<CAPTION>
                          Amount of fees paid
                            to PSC (net of
         Fund              expense offsets)
----------------------   --------------------
<S>                           <C>
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 and will continue to serve as each fund's principal
underwriter after the approval by shareholders of the proposed management
contracts. The fees shown below were paid by each fund for its most recently
completed fiscal year end to PFD in connection with its underwriting activities
for the funds.

<TABLE>
<CAPTION>
                                Amount of Class A                     Rule 12b-1
                                  sales charges       CDSCs paid     distribution
            Fund                 retained by PFD        to PFD           fees
----------------------------   -------------------   ------------   -------------
<S>                                 <C>              <C>            <C>
America Income Trust                $   27,764       $ 100,841      $  581,570
Balanced Fund                           38,171          73,285         839,672
Bond Fund                               65,615          46,713         874,873
Cash Reserves Fund                          --         666,481       1,161,087
Emerging Markets Fund                   24,835         206,512         668,391
Equity-Income Fund                     347,723         596,231       5,180,086
Europe Fund                            155,920         777,494       2,617,889
Pioneer Fund                         3,237,835         946,101      17,877,655
Growth Shares                        1,742,397       3,244,223      16,551,361
High Yield Fund                             --              --              --
Indo-Asia Fund                          14,324         171,386         129,357
International Growth Fund               98,218         261,036       1,324,189
Limited Maturity Bond Fund              13,563          56,932         227,977
Micro-Cap Fund                          12,108         388,700         629,085
Mid-Cap Fund                            58,651          28,177       1,710,655
Mid-Cap Value Fund                     396,815       2,723,608       8,358,512
Real Estate Shares                      12,473         338,174         657,187
Science & Technology Fund                   --              --              --
Small Company Fund                      34,994       1,100,539       1,786,028
Strategic Income Fund                   12,366           1,294          16,955
Tax-Free Income Fund                    43,314          69,513       1,158,208
Tax-Managed Fund                         4,783              --           2,033
Pioneer II                           1,565,861         102,586      12,235,543
World Equity Fund                       10,297          53,724         247,112
</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. Pioneer will continue to perform its services to each fund under
the administration agreement after the approval by shareholders of the proposed
management contracts. The fees shown below are for the fund's most recently
completed fiscal year end.


                                       D-2
<PAGE>


<TABLE>
<CAPTION>
                                Amount of fees paid
            Fund                    to 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                     254,769
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
Strategic Income Fund                   13,139
Tax-Free Income Fund                   103,305
Tax-Managed Fund                            --
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


                                       D-3
<PAGE>

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-4
<PAGE>

                                  Similar funds

<TABLE>
<CAPTION>
                                                                                                                   Dollar amount
                                                                                             Management fee rate   of management
                                                                                             for similar fund(s)  fees waived or
                                                                      Net assets of similar    as a percentage       expenses
                                                                          fund(s) as of        of average daily   reimbursed for
           Fund                          Similar fund(s)                December 31, 1999         net assets       similar fund
-------------------------- ----------------------------------------   --------------------    ------------------  --------------
<S>                        <C>                                            <C>                        <C>            <C>
America Income Trust       Pioneer America Income VCT Portfolio           $ 29,778,914               0.55%                  --
Balanced Fund              Pioneer Balanced VCT Portfolio                   72,668,607               0.65%                  --
Bond Fund                  Pioneer Interest Shares                          91,620,657               0.50%                  --
Emerging Markets Fund      Pioneer Emerging Markets VCT Portfolio            9,678,724               1.15%          $ (111,935)
Equity-Income Fund         Pioneer Equity-Income VCT Portfolio             226,556,991               0.65%                  --
Europe Fund                Pioneer Europe VCT Portfolio                     12,734,688               1.00%             (74,559)
Growth Shares              Pioneer Growth Shares VCT Portfolio             162,730,332               0.70%                  --
High Yield Fund            Pioneer High Yield VCT Portfolio                        N/A               0.65%              N/A
International Growth Fund  Pioneer International Growth VCT Portfolio       69,192,043               1.00%                  --
Mid-Cap Value Fund         Pioneer Mid-Cap Value VCT Portfolio             120,526,223               0.65%                  --
Cash Reserves Fund         Pioneer Money Market VCT Portfolio               37,346,671               0.50%                (118)
Pioneer Fund               Pioneer Fund VCT Portfolio                      204,927,336               0.65%                  --
Real Estate Shares         Pioneer Real Estate Growth VCT Portfolio         28,317,839               0.80%             (46,643)
Science & Technology Fund  Pioneer Science & Technology VCT Portfolio              N/A               0.75%                 N/A
Strategic Income Fund      Pioneer Strategic Income VCT Portfolio            1,234,704               0.65%             (27,650)


                                      D-5
</TABLE>
<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
                           =====================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                                                                        Limited
                             Pioneer        Growth           High           Indo-       International   Maturity       Micro-
         Trustee              Fund          Shares         Yield(1)          Asia           Growth        Bond          Cap
------------------------- -------------- -------------  --------------   -----------   -------------- -----------    -----------
<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                 11,109.75       6,450.25       1,806.00        2,773.83       3,249.17      2,826.17       2,883.17
Richard H. Egdahl, M.D.      11,109.75       6,450.25       1,806.00        2,773.83       3,249.17      2,826.17       2,883.17
Margaret B.W. Graham         13,518.25       7,515.75       1,812.00        2,779.83       3,395.50      2,471.50       2,922.50
Marguerite A. Piret          16,560.75       8,917.25       1,906.00        2,888.08       3,673.00      2,976.00       3,069.67
David D. Tripple                750.00         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       2,981.00
John Winthrop                12,796.75       7,168.75       1,906.00        2,828.58       3,421.42      2,842.00       2,930.83
                           -----------------------------------------------------------------------------------------------------
  Totals                     80,746.25      45,853.75      12,467.00       18,325.73      21,965.59     18,345.01      19,170.34
                           =====================================================================================================
</TABLE>


                                       E-1
<PAGE>


<TABLE>
<CAPTION>
                                              Mid-           Real
                               Mid-           Cap           Estate        Science &         Small        Strategic
         Trustee               Cap           Value          Shares       Technology(1)     Company        Income
-------------------------  -----------    -----------   -------------   --------------   ------------   ----------
<S>                        <C>            <C>            <C>             <C>            <C>           <C>
John F. Cogan, Jr.         $    750.00    $    750.00    $    750.00     $      0.00    $    750.00   $      0.00
Mary K. Bush                  3,971.00       5,441.83       1,721.75            0.00       3,222.42      1,375.50
Blake Eagle                         --             --       1,457.00              --             --            --
Richard H. Egdahl, M.D.       3,971.00       5,441.83       1,721.75            0.00       3,222.42      1,375.50
Margaret B.W. Graham          4,334.00       6,235.33       1,771.75            0.00       3,360.42      1,375.50
Marguerite A. Piret           4,874.00       7,300.75       1,933.00            0.00       3,630.25      1,425.50
David D. Tripple                750.00         750.00         750.00            0.00         750.00          0.00
Stephen K. West               4,362.50       6,408.08       1,882.75            0.00       3,391.08      1,425.50
John Winthrop                 4,331.00       6,061.33       1,857.75            0.00       3,372.08      1,425.50
                           --------------------------------------------------------------------------------------
  Totals                     27,343.50      38,389.15      13,845.75            0.00      21,698.67      8,403.00
                           ======================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                         Total compensation from
                              Tax-                                                      the funds and other funds
                              Free           Tax-          Pioneer          World       in the Pioneer Family of
           Trustee           Income        Managed(1)        II            Equity               Funds(2)
-------------------------  -----------    -----------    -----------     -----------    -------------------------
<S>                        <C>            <C>            <C>             <C>                   <C>
John F. Cogan, Jr.         $    750.00    $      0.00    $    750.00     $    750.00           $ 18,000.00(3)
Mary K. Bush                  3,315.25           0.00      11,416.50        2,809.75             93,500.00
Blake Eagle                         --             --             --              --              1,457.00
Richard H. Egdahl, M.D.       3,315.35           0.00      11,416.50        2,809.75             95,500.00
Margaret B.W. Graham          3,478.75           0.00      13,980.50        2,827.75            102,000.00
Marguerite A. Piret           3,778.75           0.00      17,207.00        2,948.50            116,750.00
David D. Tripple                750.00           0.00         750.00          750.00             18,000.00(3)
Stephen K. West               3,614.75           0.00      14,490.00        2,781.50            108,250.00
John Winthrop                 3,533.00           0.00      13,358.00        2,768.25             98,400.00
                           --------------------------------------------------------------------------------------
  Totals                     22,535.85           0.00      83,368.50       18,445.50           $651,857.00
                           ======================================================================================
</TABLE>

--------


(1)Estimated for the fiscal years ending October 31, 2000, September 30, 2000
   and December 31, 2000, respectively.
(2)For the calendar year ended December 31, 1999. The amounts paid to the
   trustees differ due to (i) service by Dr. Egdahl, Ms. Piret and Mr. West as
   trustees of Pioneer Variable Contracts Trust (another trust in the Pioneer
   Family of Funds), (ii) membership on or chairing certain committees of the
   boards of trustees and (iii) attendance at meetings. In addition to the
   funds described in this proxy statement, there are 17 other funds in the
   Pioneer Family of Funds.
(3)Pioneer fully reimbursed all funds for the compensation paid to Messrs. Cogan
   and Tripple.

                                       E-2
<PAGE>

                                    EXHIBIT F

     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>
American Income Trust           10,230,138.551        1,668,087.483          453,401.665                 N/A
Balanced Fund                   17,956,605.372        1,762,149.071          346,638.823                 N/A
Bond Fund                       12,017,256.989        4,385,886.299          712,254.300                 N/A
Cash Reserves Fund             223,773,331.193       34,865,424.950       10,696,579.950                 N/A
Emerging Markets Fund            8,605,491.715        4,630,881.333        1,142,967.487       2,916,903.100
Equity-Income Fund              19,515,469.025        9,423,864.258        1,196,007.435          92,227.230
Europe Fund                      9,508,013.776        5,167,925.394        1,471,647.279          86,816.242
Pioneer Fund                   140,319,058.618       13,622,066.650        4,160,542.436         213,752.113
Growth Shares                   80,060,454.417       38,908,221.679        9,105,327.763         351,327.514
High Yield Fund                  2,928,724.179        1,302,899.028          546,098.014         132,009.939
Indo-Asia Fund                   2,242,830.082        1,478,152.720          405,535.305                 N/A
International Growth Fund       12,535,669.996        3,124,473.099          307,179.203                 N/A
Limited Maturity Bond Fund       9,254,525.365        1,750,067.342                  N/A          53,320.892
Micro-Cap Fund                   2,794,846.966        4,302,927.671                  N/A                 N/A
Mid-Cap Fund                    45,894,141.265        3,060,012.866          429,182.537                 N/A
Mid-Cap Value Fund              49,178,063.952       18,653,825.900        1,467,647.984         170,987.167
Real Estate Shares               2,797,779.044        2,204,269.561          456,553.341          69,139.186
Science & Technology Fund        3,089,080.864        2,352,424.871          281,546.269                 N/A
Small Company Fund               8,371,645.917        8,603,966.166          637,216.342                 N/A
Strategic Income Fund              967,194.009          772,505.499           88,621.970                 N/A
Tax-Free Income Fund            30,576,456.296          987,369.113          134,240.550                 N/A
Tax-Managed Fund                   918,403.317          755,900.352          489,199.687                 N/A
Pioneer II                     212,240,062.242        1,239,967.528          251,140.333                 N/A
World Equity Fund                1,387,706.657          932,732.257          129,066.196                 N/A
</TABLE>

                                       F-1
<PAGE>

                                    EXHIBIT G


     See the biographies in Proposal 2 for ownership of all shares of the funds
by the trustees. 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         Percentage
               Name and address                           Fund                  shares owned          of class (%)
---------------------------------------------   -----------------------   ------------------------   -------------
<S>                                             <C>                       <C>                        <C>
Banc One Securities Corp.                       Emerging Markets Fund     67,739.014 -- Class C            6.02
FBO The One Investment Solution
733 Greencrest Drive
Westerville, OH 43081-4903

Bismarck Area Catholic Education                High Yield Fund           20,336.095 -- Class C            9.49
Foundation
418 E Rosser Avenue, Suite 220
Bismarck, ND 58501-4046

Shirley Bofman                                  Strategic Income Fund     6,322.617 -- Class C             6.70
5217 Casplan Springs, Unit 204
Las Vegas, NV 89120

Raffaella R. Buonocore, Trustee of the          Tax-Free Income Fund      15,553.045 -- Class C           11.24
Raffaella R. Buonocore Living Trust
DTD 042597
1720 Walnut Street
Chester, PA 19013-5725

John A. Carey, Vice President                   Equity-Income Fund        8,744.017 -- Class Y             9.38
Pioneer Fund and Pioneer Equity-Income Fund     Emerging Markets Fund     18,393.696 -- Class Y            8.66
60 State Street
Boston, MA 02109

Charles Schwab & Co., Inc.                      High Yield Fund           463,513.677 -- Class A          24.21
101 Montgomery Street
San Francisco, CA 94104-4122


                                       G-1
<PAGE>


<CAPTION>
                                                                         No. and class of         Percentage
          Name and address                         Fund                    shares owned          of class (%)
------------------------------------   ---------------------------   ------------------------   -------------
<S>                                    <C>                           <C>                        <C>
Contra Costa Federal Credit Union      America Income Trust          761,005.949 -- Class A           7.32
Attn: Dave Green
1111 Pine Street
Martinez, CA 94553-1702

Donaldson Lufkin Jenrette              High Yield Fund               19,462.465 -- Class C            9.08
Securities Corporation, Inc.           Real Estate Shares            38,261.232 -- Class C            8.30
P. O. Box 2052                         Science & Technology Fund     45,338.220 -- Class C           22.46
Jersey City, NJ 07303-2052             Tax-Free Income Fund          6,934.285 -- Class C             5.01

Emmett A. Larkin Company, Inc.         Strategic Income Fund         5,471.844 -- Class C             5.80
FBO 712753171
100 Bush Street, Suite 1000
San Francisco, CA 94104

Firstar Trust Company                  Growth Shares                 82,674.581 -- Class Y           23.09
FBO Capinco 401(k)
P. O. Box 1787
Milwaukee, WI 53201-1787

First Clearing Corporation             America Income Trust          37,176.432 -- Class C            7.98
A/C 3629-7070
Delaware Char. Guar. & Tr., Trustee
Edward M. Gorski IRA
15637 Chapel Hill
Orland Park, IL 60462-5934

First Clearing Corporation             High Yield Fund               16,784.452 -- Class C            7.83
A/C 3291-4334
Norwood K. Ford 2 IRA R/O
FCC as Custodian
6902 US Highway 42
Louisville, KY 40241-5826


                                       G-2
<PAGE>


<CAPTION>
                                                                        No. and class of          Percentage
           Name and address                        Fund                   shares owned           of class (%)
--------------------------------------   -----------------------   --------------------------   -------------
<S>                                      <C>                       <C>                          <C>
Frank Russell Trust Co.                  Emerging Markets Fund     1,069,165.605 -- Class A          12.62
UAL Pilots Directed Account Plan
909 A Street
Tacoma, WA 98402-5111

Daren M. Hofschulte & Theresa D.         Strategic Income Fund     8,301.665 -- Class C               8.80
Hofschulte, Joint Tenants
330 1st Street SE
Elgin, MN 55932-9641

Lauer & Co.                              Emerging Markets Fund     2,725,984.063 -- Class Y          93.20
c/o The Glenmede Trust Company
1 Liberty Place, Suite 1200
1650 Market Street
Philadelphia, PA 19103-7301

Jesse Luquette, Jr., Trustee             Strategic Income Fund     60,549.957 -- Class A              6.50
Service Chevrolet, Inc.
Salary Deferral 401(k) P/S/P
Lafayette, LA 70502-3707

MLPF&S for the Sole Benefit of           Pioneer II                20,566.090 -- Class C             11.92
its Customers                            America Income Trust      153,107.391 -- Class B             8.96
Mutual Fund Administration                                         50,034.789 -- Class C             10.75
4800 Deer Lake Drive East, 2nd Floor     Balanced Fund             19,921.800 -- Class C              5.73
Jacksonville, FL 32246-6484              Bond Fund                 496,049.773 -- Class B            11.31
                                                                   100,708.656 -- Class C            13.60
                                         Emerging Markets Fund     569,071.166 -- Class A             6.71
                                                                   857,471.349 -- Class B            17.99
                                                                   363,808.104 -- Class C            32.35
                                         Equity-Income Fund        133,126.123 -- Class C            11.45


                                       G-3
<PAGE>


<CAPTION>
                                                         No. and class of          Percentage
 Name and address                Fund                      shares owned           of class (%)
------------------   ----------------------------   --------------------------   -------------
<S>                  <C>                            <C>                          <C>
                     Europe Fund                    728,994.142 -- Class A             7.91
                                                    571,198.243 -- Class B            11.00
                                                    343,195.739 -- Class C            24.00
                     Pioneer Fund                   1,651,642.082 -- Class B          12.52
                                                    1,451,260.624 -- Class C          37.21
                     Growth Shares                  11,636,381.096--Class A           13.69
                                                    5,523,660.503 -- Class B          13.60
                                                    2,405,059.191 -- Class C          25.05
                     High Yield Fund                184,936.484 -- Class B            25.48
                                                    43,563.563 -- Class C             20.33
                     Indo-Asia Fund                 136,335.840 -- Class A             6.09
                                                    270,664.861 -- Class B            16.77
                                                    104,143.993 -- Class C            24.85
                     International Growth Fund      348,506.285 -- Class B            11.04
                                                    47,272.904 -- Class C             15.61
                     Limited Maturity Bond Fund     522,070.408 -- Class A             5.47
                                                    369,196.579 -- Class B            20.14
                     Micro-Cap Fund                 715,035.911 -- Class B            16.73
                     Mid-Cap Fund                   217,272.075 -- Class B             7.12
                                                    34,456.033 -- Class C              8.23
                     Mid-Cap Value Fund             2,565,906.607 -- Class B          13.46
                                                    514,274.252 -- Class C            36.17
                     Real Estate Shares             487,047.682 -- Class B            21.76
                                                    104,386.057 -- Class C            22.66
                     Science & Technology Fund      17,641.180 -- Class C              8.74
                     Small Company Fund             1,071,004.021 -- Class B          12.43
                                                    146,320.970 -- Class C            22.87


                                       G-4
<PAGE>


<CAPTION>
                                                                    No. and class of         Percentage
          Name and address                      Fund                  shares owned          of class (%)
-----------------------------------   -----------------------   ------------------------   -------------
<S>                                   <C>                       <C>                        <C>
                                      Strategic Income Fund     85,367.116 -- Class B           10.56
                                                                5,316.994 -- Class C             5.64
                                      Tax-Free Income Fund      140,468.155 -- Class B          13.92
                                                                16,421.320 -- Class C           11.87
                                      Tax Managed Fund          117,866.347 -- Class B          17.47
                                                                271,517.551 -- Class C          61.17
                                      World Equity Fund         73,692.852 -- Class B            7.89
                                                                13,398.979 -- Class C           10.33

PaineWebber for the Benefit of        Strategic Income Fund     5,308.000 -- Class C             5.63
PaineWebber CDN FBO
Donald D. Gavin IRA RLVR
P. O. Box 3321
Weehawken, NJ 07087-8154

Pioneer Funds Distributor             High Yield Fund           8,815.435 -- Class Y           100.00
Attn: Chris Kozakis                   Strategic Income Fund     20,989.365 -- Class C           22.27
60 State Street                       Tax-Free Income Fund      9,784.613 -- Class C             7.07
Boston, MA 02109-1800

The Pioneer Group, Inc. (SERP)        Real Estate Shares        6,001.000 -- Class Y             9.50
Attn: Jennifer Flood
Merrill Lynch/Howard Johnson & Co.
300 South Wacker Drive, Suite 2600
Chicago, IL 60606-6702

Raymond James & Associates, Inc.      America Income Trust      65,221.088 -- Class C           14.01
FBO Thomas Body Exec
E/O Henry Body
302 Ash Street
Melbourne, FL 32904


                                      G-5
<PAGE>


<CAPTION>
                                                                                    No. and class of          Percentage
               Name and address                             Fund                      shares owned           of class (%)
---------------------------------------------   ----------------------------   --------------------------   -------------
<S>                                             <C>                            <C>                          <C>
Salomon Smith Barney, Inc.                      Tax-Free Income Fund           8,537.582 -- Class C               6.17
00151600416
333 West 34th Street, 3rd Floor
New York, NY 10001-2402

Salomon Smith Barney, Inc.                      Tax-Free Income Fund           7,409.825 -- Class C               5.35
00151608782
388 Greenwich Street
New York, NY 10013-2375

TGL Key Benefit Plan I                          Limited Maturity Bond Fund     3,328.981 -- Class Y               6.17
Attn: Laurie Fadden
60 State Street
Boston, MA 02109-1800

Tommie D. Thompson, Trustee for Mutual          Balanced Fund                  1,159,856.990 -- Class A           5.93
of Omaha 401k Long-Term Savings Plan
Mutual of Omaha Plaza
PL-HR Services / Marty Petersen
Omaha, NE 68175-0001

United Industrial Piping                        Mid-Cap Fund                   22,790.267 -- Class C              5.44
9740 Near Drive
Cincinnati, OH 45246-1013

U.S. Trust Company of Pacific NW, Trustee       Equity Income Fund             84,653.784 -- Class Y             89.00
Pioneer Retirement Benefit Plan                 Europe Fund                    91,126.179 -- Class Y             97.49
U.S. Trust Company of the Pacific Northwest     Pioneer Fund                   199,706.055 -- Class Y            94.00
Attn: Special Fiduciary Services                Growth Shares                  245,410.187 -- Class Y            68.54
4380 SW Macadam Avenue, Suite 450               Limited Maturity Bond Fund     49,520.621 -- Class Y             91.79
Portland, OR 97201-6407                         Mid-Cap Value Fund             183,124.100 -- Class Y            95.36
                                                Real Estate Shares             55,992.626 -- Class Y             88.67
</TABLE>

                                      G-6



<PAGE>



<TABLE>
<CAPTION>
<S>                                                     <C>
[LOGO]   PIONEER FAMILY OF FUNDS                        PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
         P.O. Box 9126                                            TO BE HELD SEPTEMBER 11, 2000
         Hingham, MA 02043-9126                         VOTE VIA THE INTERNET: HTTP://WWW.PROXYWEB.COM
                                                               TOUCH-TONE VOTING: 1-888-221-0697

[CONTROL NUMBER] [triangle] Please fold and detach at perforation before mailing [triangle]
</TABLE>

PIONEER INDO-ASIA FUND

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

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

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

                                          Date _______________________, 2000

                                          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(s)
<PAGE>


                  PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
                            IN THE ENCLOSED ENVELOPE.


   [triangle] Please fold and detach at perforation before mailing [triangle]

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:

                   PLEASE VOTE BY FILLING IN THE BOXES BELOW.

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

<CAPTION>
<S>                                                           <C>                <C>                  <C>
1(b). To approve a new subadvisory contract                   [ ]                [ ]                    [ ]
between Pioneer and Kothari 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.

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

01 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

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


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


                  PLEASE SIGN, DATE AND RETURN THIS PROXY CARD


<PAGE>


<TABLE>
<CAPTION>
<S>                                                     <C>
[LOGO]   PIONEER FAMILY OF FUNDS                        PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
         P.O. Box 9126                                            TO BE HELD SEPTEMBER 11, 2000
         Hingham, MA 02043-9126                         VOTE VIA THE INTERNET: HTTP://WWW.PROXYWEB.COM
                                                               TOUCH-TONE VOTING: 1-888-221-0697

[CONTROL NUMBER] [triangle] Please fold and detach at perforation before mailing [triangle]
</TABLE>

PIONEER REAL ESTATE SHARES

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

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

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

                                          Date _______________________, 2000

                                          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(s)
<PAGE>


                  PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
                            IN THE ENCLOSED ENVELOPE.


   [triangle] Please fold and detach at perforation before mailing [triangle]

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:

                   PLEASE VOTE BY FILLING IN THE BOXES BELOW.

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

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

01 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

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


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


                  PLEASE SIGN, DATE AND RETURN THIS PROXY CARD


<PAGE>


<TABLE>
<CAPTION>
<S>                                                     <C>
[LOGO]   PIONEER FAMILY OF FUNDS                        PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
         P.O. Box 9126                                            TO BE HELD SEPTEMBER 11, 2000
         Hingham, MA 02043-9126                         VOTE VIA THE INTERNET: HTTP://WWW.PROXYWEB.COM
                                                               TOUCH-TONE VOTING: 1-888-221-0697

[CONTROL NUMBER] [triangle] Please fold and detach at perforation before mailing [triangle]
</TABLE>

PIONEER __________________________

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

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

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

                                          Date _______________________, 2000

                                          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(s)
<PAGE>


                  PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
                            IN THE ENCLOSED ENVELOPE.


   [triangle] Please fold and detach at perforation before mailing [triangle]

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:

                   PLEASE VOTE BY FILLING IN THE BOXES BELOW.

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

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

01 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

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


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


                  PLEASE SIGN, DATE AND RETURN THIS PROXY CARD


<PAGE>


                                                                      [logo
IMPORTANT INFORMATION ABOUT THE PIONEER GROUP, INC.                  PIONEER]
--------------------------------------------------------------------------------

                  Dear Investment Professional,

THE PIONEER       As you know, The Pioneer Group, Inc. ("PGI") and UniCredito
GROUP, INC.       Italiano S.p.A. ("UniCredito"), Italy's largest banking group
("PGI") AND UNI-  based on market capitalization, have entered into an agreement
CREDITO ITALIANO  under which UniCredito is expected to acquire all of the out-
S.P.A. ("UNI-     standing stock of PGI. Moving toward our future in the new
CREDITO"),        company, Pioneer Global Asset Management, we're asking you to
ITALY'S LARGEST   help us.
BANKING GROUP
BASED ON MARKET   Because of the change in control of PGI, shareholders of the
CAPITALIZATION,   Pioneer mutual funds must approve new management contracts
HAVE ENTERED INTO with Pioneer Investment Management, Inc., the funds' current
AN AGREEMENT.     investment adviser, which will be renamed Pioneer U.S. after
                  The proposed sale. NONE OF THE PROPOSALS REQUESTS AN INCREASE
                  IN THE RATE OF ANY FUND'S MANAGEMENT FEES.

YOUR RELATIONSHIP FOR YOUR INFORMATION, WE'VE ENCLOSED A COPY OF THE PROXY COVER
WITH PIONEER      LETTER WE'LL BE MAILING TO YOUR CLIENTS. Please talk to your
SHAREHOLDERS IS   clients about this transaction, which is fully described in
VITALLY IMPORTANT the proxy statement. It's important to explain that the change
TO SECURING THE   in control does not affect the investment management of their
REQUIRED YES      fund(s) per se. Reassure them that each Pioneer mutual fund
VOTE.             has an independent Board of Trustees, charged with the
                  responsibility of making certain the fund is operated in the
                  best interest of shareholders.

                  Your relationship with Pioneer shareholders is vitally
                  important to securing the required yes vote. It's our hope
                  that you will work with us and ask your clients to approve the
                  proposals. If you have questions, call us at 800-622-9876.
                  PLEASE ADVISE ANY OF YOUR CLIENTS WHO WISH TO TALK TO PIONEER
                  THAT THEY SHOULD CALL US AT 1-800-225-6292 AS INSTRUCTED IN
                  THEIR LETTER.

                  Thank you for your attention and assistance. We appreciate
                  your past support and look forward to continued mutual success
                  as we begin this new chapter in Pioneer history.

                  Sincerely,


                  /s/ Steven Graziano
                  Steven Graziano

                                                                    8762-00-0600
                  FOR BROKER/DEALER USE ONLY  (c)Pioneer Funds Distributor, Inc.
                  NOT FOR USE WITH THE PUBLIC      Underwriter of Pioneer mutual
                                                                           funds


<PAGE>


 [logo            PIONEER FAMILY OF FUNDS
PIONEER]          60 State Street
                  Boston, MA 02109-1820



                  July 2000


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

                  The primary purpose of the special meeting is to permit each
                  fund's shareowners to consider a new management contract with
                  Pioneer Investment Management, Inc., each fund's current
                  investment adviser, as shareowner approval of each new
                  management contract is required by federal securities laws in
                  connection with the sale. The new management contract will
                  take effect following the sale of Pioneer Group to UniCredito.
                  NONE OF THE PROPOSALS REQUESTS AN INCREASE IN THE RATE OF ANY
THE BOARD OF      FUND'S MANAGEMENT FEES. As a shareowner in a Pioneer mutual
TRUSTEES          fund, you have the opportunity to voice your opinion on
RECOMMENDS THAT   proposals relating to the sale.
YOU VOTE FOR
EACH PROPOSAL.    This package contains information about the proposals, along
                  with instructions for voting by Touch-Tone telephone or the
                  Internet, in addition to a proxy card if you choose to vote by
                  mail. Please take a moment to read the enclosed materials
                  before casting your vote using the method that's easiest for
                  you.

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

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

                  PROPOSAL 1(B) (FOR SHAREOWNERS OF PIONEER INDO-ASIA FUND
                  ONLY):
                  APPROVAL OF A NEW SUBADVISORY CONTRACT BETWEEN PIONEER
                  INVESTMENT MANAGEMENT, INC. AND KOTHARI PIONEER AMC LTD. The
                  new contract will take effect only if the proposed acquisition
                  of The Pioneer Group, Inc., the parent of your fund's
                  investment adviser, Pioneer Investment Management, Inc., by
                  UniCredito Italiano S.p.A. is consummated.

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


                                                                    8604-00-0600


<PAGE>


                  Cast your vote today. It's simple to vote by Touch-Tone tele-
                  phone or the Internet. Simply look up the 14-digit Control
                  Number shown on the enclosed proxy card. Then, either call
                  1-888-221-0697 or visit http://www.proxyweb.com any time, any
                  day. Identify yourself with the Control Number on your proxy
                  card and cast your vote. Of course, if you prefer to vote by
                  mail, simply complete and sign the enclosed proxy card and
                  mail it in the postage-paid envelope provided.

                  Please feel free to call Pioneer at 1-800-225-6292 between the
                  hours of 8:00 a.m. and 9:00 p.m. Eastern Time, if you have any
                  questions about the proposals or the process for voting your
                  shares. Thank you for your prompt response.

                  Sincerely,


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


<PAGE>


 [logo            PIONEER FAMILY OF FUNDS
PIONEER]          60 State Street
                  Boston, MA 02109-1820



                  July 2000


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

                  The primary purpose of the special meeting is to permit each
                  fund's shareowners to consider a new management contract with
                  Pioneer Investment Management, Inc., each fund's current
                  investment adviser, as shareowner approval of each new
                  management contract is required by federal securities laws in
                  connection with the sale. The new management contract will
                  take effect following the sale of Pioneer Group to UniCredito.
                  NONE OF THE PROPOSALS REQUESTS AN INCREASE IN THE RATE OF ANY
THE BOARD OF      FUND'S MANAGEMENT FEES. As a shareowner in a Pioneer mutual
TRUSTEES          fund, you have the opportunity to voice your opinion on
RECOMMENDS THAT   proposals relating to the sale.
YOU VOTE FOR
EACH PROPOSAL.    This package contains information about the proposals, in
                  addition to a proxy card for use when voting. Please take a
                  moment to read the enclosed materials before casting your
                  vote.

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

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

                  PROPOSAL 1(B) (FOR SHAREOWNERS OF PIONEER INDO-ASIA FUND
                  ONLY):
                  APPROVAL OF A NEW SUBADVISORY CONTRACT BETWEEN PIONEER
                  INVESTMENT MANAGEMENT, INC. AND KOTHARI PIONEER AMC LTD. The
                  new contract will take effect only if the proposed acquisition
                  of The Pioneer Group, Inc., the parent of your fund's
                  investment adviser, Pioneer Investment Management, Inc., by
                  UniCredito Italiano S.p.A. is consummated.

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


                                                                    8738-00-0600


<PAGE>


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

                  Sincerely,


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


<PAGE>




          |-------|         NOW It's Even Easier to Cast Your Vote.
----------| [logo]|
          |PIONEER|         YOU CAN VOTE BY TOUCH-TONE TELEPHONE OR
          |-------|         INTERNET ANY TIME, ANY DAY.

               Using Touch-Tone Telephone or the Internet to vote is fast, safe
               and easy. It also saves money by reducing postage and handling
               costs.

  [graphic: telephone]   Just read your proxy statement and voting card. Then
                         choose one voting method--Telephone or Internet--and
                         follow these simple steps, 24 hours a day, seven days
                         a week.

                             |---------------------------------|
                             |                                 |
     |-----------------------|------------------------|        |
     | VOTE BY TOUCH-TONE TELEPHONE AT 1-888-221-0697 |        |
     |------------------------------------------------|        |
     1. Use a touch-tone phone and dial 1-888-221-0697         |
     2. Enter your 14-digit control number, shown on your      |
        proxy voting card (If you own shares in more than      |
        one fund, each fund will have a different control      |
        number)                                                |
     3. Follow the easy recorded instructions                  |
                                       |-----------------------|
  [graphic: personal computer]    OR   |
                                       |
               |-----------------------|--------------|
               | VOTE BY INTERNET AT WWW.PROXYWEB.COM |
               |--------------------------------------|
               1. Visit our voting website WWW.PROXYWEB.COM
               2. Enter your 14-digit control number, shown on your proxy
                  voting card (If you own shares in more than one fund,
                  each fund will have a different control number)
               3. Follow the easy on-screen instructions

 Once you've voted by telephone or Internet, DO NOT MAIL your proxy voting card.




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