PIONEER GROUP INC, DEF 14A, 1999-04-09

PIONEER GROUP INC
DEF 14A, 1999-04-09
INVESTMENT ADVICE

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

- --------------------------------------------------------------------------------

Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

THE PIONEER GROUP, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

- --------------------------------------------------------------------------------
<PAGE> 2

THE PIONEER GROUP, INC.

60 STATE STREET
BOSTON, MASSACHUSETTS 02109

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 1999

The Annual Meeting of Stockholders of The Pioneer Group, Inc. (the
"Company") will be held at the offices of Hale and Dorr LLP, 26th Floor, 60
State Street, Boston, Massachusetts on Tuesday, May 18, 1999, at 9:30 a.m.,
local time, to consider and act upon the following matters:

1. To elect seven directors until the Annual Meeting in 2000.

2. To approve an amendment to the Company's 1997 Stock Incentive Plan
to increase the number of shares of the Company's common stock reserved for
issuance under the Plan from 1,500,000 shares to 3,000,000 shares.

3. To ratify the selection by the Board of Directors of Arthur
Andersen LLP as the Company's independent accountants for the current year.

4. To transact such other business as may properly come before the
meeting or any adjournments of the meeting.

If you are a stockholder of record at the close of business on Wednesday,
March 24, 1999, you are entitled to notice of and to vote at the meeting. The
stock transfer books of the Company remain open.

We cordially invite all stockholders to attend the meeting.

By order of the Board of Directors,

/s/ Joseph P. Barri
-----------------------------------
JOSEPH P. BARRI, Secretary

April 13, 1999

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
<PAGE> 3

THE PIONEER GROUP, INC.

60 STATE STREET
BOSTON, MASSACHUSETTS 02109

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 1999

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Pioneer Group, Inc. (the "Company") for
use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at
the offices of Hale and Dorr LLP, 26th Floor, 60 State Street, Boston,
Massachusetts 02109 at 9:30 a.m., local time, on Tuesday, May 18, 1999, and at
any adjournments of the Annual Meeting. Each proxy will be voted as the
stockholder instructs. If a proxy does not specify a choice, the proxy will be
voted in favor of the election of the director nominees and in favor of the
proposals set forth in the accompanying Notice of Meeting. Any stockholder may
revoke a proxy at any time before exercise by written or oral request to the
Secretary of the Company or by voting in person at the Annual Meeting.

The Board of Directors has fixed March 24, 1999 (the "Record Date") as the
date for determining which stockholders may vote at the Annual Meeting. At the
close of business on the Record Date, there were outstanding and entitled to
vote 26,315,377 shares of Common Stock of the Company. Each share is entitled to
one vote.

The Company is mailing its 1998 Annual Report to Stockholders together with
this proxy statement and the enclosed proxy on or about April 13, 1999 to all
stockholders entitled to vote at the Annual Meeting.

THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 1998, AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, EXCEPT FOR EXHIBITS, TO ANY STOCKHOLDER WHO MAKES A REQUEST
IN WRITING TO TIMOTHY T. FROST, SENIOR VICE PRESIDENT, CORPORATE COMMUNICATIONS
AND PLANNING, 60 STATE STREET, BOSTON, MASSACHUSETTS 02109.

VOTES REQUIRED AND TABULATION OF VOTES

The holders of a majority of the shares of Common Stock issued, outstanding
and entitled to vote on any matter shall constitute a quorum at the Annual
Meeting. Shares of Common Stock present in person or represented by proxy
(including shares that abstain or do not vote with respect to one or more of the
proposals) will be counted for purposes of determining whether a quorum is
present.

Shares that abstain from voting as to a particular matter will not be
counted as votes in favor of such matter but will be counted as shares voting on
such matter. Accordingly, an abstention from voting on a matter has the same
effect as a vote against the matter. Shares held in street name by brokers or
nominees who indicate on their proxy that they do not have discretionary
authority to vote such shares as to a particular matter will not be counted as
votes in favor of such matter and also will not be counted as shares entitled to
vote on such matter. Accordingly, a "broker non-vote" on a matter that requires
the affirmative vote of a certain percentage of the shares present and entitled
to vote on the matter, which this year includes each matter presented to
stockholders at the Annual Meeting, has no effect on the voting of such matter.

The seven nominees who receive a plurality of the votes cast by the
stockholders entitled to vote at the Annual Meeting will be elected to the
Company's Board of Directors. The affirmative vote of the holders of a majority
of the shares of Common Stock present or represented and voting at the Annual
Meeting is required for the approval of the amendment to the 1997 Stock
Incentive Plan and the ratification of the selection of Arthur Andersen LLP as
the Company's independent accountants for the current year.
<PAGE> 4

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information, as of March 24, 1999,
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii)
each of the named executive officers of the Company as defined under the caption
"Executive Compensation" below, and (iv) all directors and executive officers of
the Company as a group.

<TABLE>
<CAPTION>
PERCENT
OF SHARES
NAME AND ADDRESS NUMBER OF COMMON
OF BENEFICIAL OF NATURE OF STOCK
OWNER, EXECUTIVE OFFICER OR DIRECTOR SHARES(1) OWNERSHIP(1) OUTSTANDING(2)
------------------------------------ --------- ------------ --------------
<S> <C> <C> <C>
John F. Cogan, Jr................................ 2,352,094(3) Direct 8.8%
60 State Street 1,255,950(4) Indirect 4.8%
Boston, Massachusetts 02109
Southeastern Asset Management, Inc............... 4,932,100(5) Indirect 18.7%
6410 Poplar Avenue
Suite 900
Memphis, Tennessee 38119
Gabelli Funds, Inc............................... 2,350,105(6) Indirect 8.9%
One Corporate Center
Rye, New York 10580
Robert L. Butler................................. 393,708(3)(7) Direct 1.5%
David D. Tripple................................. 316,101(3) Direct 1.2%
Maurice Engleman................................. 4,000 Direct *
Alan J. Strassman................................ -- -- --
Jaskaran S. Teja................................. 18,980(3) Direct *
John H. Valentine................................ 4,000 Direct *
Stephen G. Kasnet................................ 27,297(3) Direct *
Alicja K. Malecka................................ 98,407(3) Direct *
William H. Smith, Jr............................. 287,926(3) Direct 1.1%
William H. Keough................................ 149,432(3) Direct *
All directors and executive officers as a group
(15 persons)................................... 3,749,493(3)(7) Direct 13.7%
1,255,950(4) Indirect 4.8%
</TABLE>

- ---------------

* Denotes ownership of less than 1% of outstanding shares of Common Stock.

(1) The inclusion herein of any shares of Common Stock deemed beneficially owned
does not constitute an admission of beneficial ownership of those shares.
Unless otherwise indicated, each stockholder referred to above has sole
voting and investment power with respect to the shares listed.

(2) For purposes of this table, the number of outstanding shares of Common Stock
of the Company is adjusted for each director and executive officer to
include the number of shares of Common Stock into which any options held by
such director or executive officer are exercisable on or before May 23,
1999.

(3) Includes shares of Common Stock that the listed person has the right to
acquire under outstanding options that are exercisable on or before May 23,
1999, including 303,000 shares for Mr. Cogan; 14,500 shares for Mr. Kasnet;
75,000 shares for Ms. Malecka; 120,000 shares for Mr. Smith; 163,000 shares
for Mr. Tripple; 163,000 shares for Mr. Butler; 115,500 shares for Mr.
Keough; 15,400 shares for Dr. Teja; and 1,039,400 shares for all directors
and executive officers as a group.

2
<PAGE> 5

(4) Includes an aggregate of 378,754 shares of Common Stock held in trusts with
respect to which Mr. Cogan may be deemed to be a beneficial owner by reason
of his position as a trustee and/or his interests as a beneficiary, over
which shares Mr. Cogan exercises shared voting and investment power. Also
includes an aggregate of 877,196 shares of Common Stock held by voting
trusts of which Mr. Cogan is the sole trustee.

(5) Consists of shares of Common Stock held by a variety of investment advisory
clients, over which shares Southeastern Asset Management, Inc. exercises
sole, shared or no voting authority and exercises sole or shared investment
power. The foregoing is based solely on information provided by the
stockholder in Amendment No. 12 to Schedule 13G dated February 10, 1999 with
respect to shares held on December 31, 1998.

(6) Consists of shares of Common Stock held by a variety of investment advisory
and investment company clients, over which shares Gabelli Funds, Inc.,
Gabelli Asset Management, Inc. or one of their affiliates exercises sole
voting authority and sole investment power. The foregoing is based solely on
information provided by the stockholder in Amendment No. 4 to Schedule 13D
dated March 17, 1999 with respect to shares held on March 12, 1999.

(7) Includes 84,300 shares that Mr. Butler owns jointly with his wife.

ELECTION OF DIRECTORS

The persons named in the proxy will vote to elect as directors the seven
nominees named below, except with respect to any proxy marked against the
election of one or more of the nominees. The Board of Directors has fixed the
number of directors at seven and, accordingly, the proxy may be voted for only
seven directors. All of the nominees are currently directors of the Company.

Each nominee who is elected will hold office until the next annual meeting
of stockholders and until his successor is elected and qualified. If a nominee
becomes unavailable, the person acting under the proxy may vote the proxy for
the election of a substitute. The Company does not anticipate that any of the
nominees will be unavailable.

The following table sets forth the name of each nominee, his age, the year
in which he first became a director of the Company, other offices and positions,
if any, which he holds with the Company or any significant subsidiary of the
Company, or his principal occupation, and the names of other publicly-held or
registered investment companies for which he serves as a director or trustee.

<TABLE>
<CAPTION>
FIRST
NAME, OFFICES AND POSITIONS WITH THE COMPANY, BECAME A
PRINCIPAL OCCUPATION AND TRUSTEESHIPS/DIRECTORSHIPS AGE DIRECTOR
--------------------------------------------------- --- --------
<S> <C> <C>
Robert L. Butler............................................ 58 1988
Senior Managing Director of Pioneer Investment Management,
Inc. ("PIM"). Director of Pioneering Services
Corporation ("PSC"), Pioneer International Corporation
("Pioneer International") and Pioneer Real Estate
Advisors, Inc. ("PREA"). Deputy Chairman and Managing
Director of Pioneer Global Funds Distributor, Ltd.
("PGFD"). Vice Chairman of the Supervisory Board of
Pioneer First Polish Investment Fund Joint Stock
Company, SA ("Pioneer Poland"). Member of the
Supervisory Board of Pioneer Czech Investment Company,
A.S. ("Pioneer Czech"). Vice Chairman of Pioneer Fonds
Marketing GmbH ("Fonds Marketing"). Director of Pioneer
Management (Ireland) Limited ("Pioneer Ireland") and
Pioneer Global Bond Fund Plc, Pioneer Global Equity
Fund Plc, Pioneer European Equity Fund Plc, Pioneer
Emerging Europe Fund Plc, Pioneer US Real Estate Fund
Plc, Pioneer Euro Reserve Fund Plc and Pioneer U.S.
Growth Fund Plc (collectively, the "Irish Funds").
</TABLE>

3
<PAGE> 6

<TABLE>
<CAPTION>
FIRST
NAME, OFFICES AND POSITIONS WITH THE COMPANY, BECAME A
PRINCIPAL OCCUPATION AND TRUSTEESHIPS/DIRECTORSHIPS AGE DIRECTOR
--------------------------------------------------- --- --------
<S> <C> <C>
John F Cogan, Jr............................................ 72 1962
President, Chief Executive Officer and Chairman of the
Board of the Company since 1962. Chairman of PIM since
1993 and President of PIM from 1962 to 1993. Director
of PIM since 1962. Chairman and Director of Pioneer
Funds Distributor, Inc. ("PFD"), PSC, PREA, Pioneer
First Investment Fund ("First Investment Fund") and
Pioneer Forest, Inc. Chairman, President and Trustee of
each of the registered investment companies in the
Pioneer Family of Mutual Funds. President and Director
of Pioneer International, Pioneer Omega, Inc. ("Pioneer
Omega") and Pioneer First Russia, Inc. ("Pioneer First
Russia"). Chairman and Director of Pioneer Goldfields
Limited ("PGL"), Teberebie Goldfields Limited, Closed
Joint-Stock Company "Forest-Starma," Closed Joint-Stock
Company "Amgun-Forest," Closed Joint-Stock Company
"Udinskoye," Closed Joint-Stock Company "Tas-Yurjah"
Mining Company, Chairman of the Supervisory Board of
Pioneer Poland, Pioneer Czech and Fonds Marketing.
Chairman of PGFD. Member of Supervisory Board of
Pioneer Universal Pension Fund Company. Director of
Pioneer Ireland and each of the Irish Funds. Senior
Partner of the Boston law firm, Hale and Dorr LLP,
counsel to the Company.

Maurice Engleman............................................ 72 1979
Director, Chairman and Chief Executive Officer of
Professional Equity Corporation, which markets financed
premium life insurance, since 1995. Director, Chairman
and Chief Executive Officer of Marketing Two, Inc.,
which markets financed premium life insurance, since
February 1996. Previously, President of FAX
International, a computer software company.

Alan J. Strassman........................................... 59 1996
Vice Chairman of the Company since 1998. Director, Partner
and Chairman of the Board of Martingale Asset
Management, an investment advisory firm, since 1988.
Previously, Trustee and Executive Vice President of
Batterymarch Investment Management, Inc. Member of the
Board of Trustees of the Museum of Fine Arts, Boston,
Massachusetts. Member of the Board of Trustees of WGBH
(public television and radio).

Jaskaran S. Teja............................................ 69 1994
Senior Vice President of Pioneer International since 1992.
Director of PGL. Independent international consultant
in financial services and corporate development from
1988 to 1992. Permanent Representative of India to the
United Nations from 1986 to 1988. Secretary of
Government of India, Ministry of External Affairs, from
1984 to 1986. Additional Secretary for Political
Affairs, New Delhi, from 1981 to 1984. Indian
Ambassador to Afghanistan from 1979 to 1981. Deputy
Chief of Mission, Indian Embassy, Moscow, from 1977 to
1979.

David D. Tripple............................................ 55 1986
Executive Vice President of the Company since 1986.
President of PIM since 1993 and Director of PIM since
1986. Executive Vice President and Chief Investment
Officer of PIM from 1986 to 1993. Executive Vice
President and Trustee of each of the registered
investment companies in the Pioneer Family of Mutual
Funds. Director of PFD, Pioneer International, PREA,
Pioneer Omega, Pioneer First Russia, First Investment
Fund, Pioneer Ireland and each of the Irish Funds.
Member of the Supervisory Board of Pioneer Poland and
Pioneer Czech.
</TABLE>

4
<PAGE> 7

DIRECTORS' MEETINGS AND FEES

During 1998, the Board of Directors held four meetings. Each director
currently standing for reelection attended all Board meetings and all meetings
held by the committees on which he served in 1998. The Company paid each of its
non-management directors, Messrs. Engleman, Valentine and Strassman, $6,000 for
each Board meeting ($5,000 during the first quarter) attended during 1998. Board
members who serve on the Compensation Committee or Audit Committee receive an
additional annual payment of $3,000 per Committee. Expenses for attending
meetings are reimbursed. Management directors, Messrs. Cogan, Butler, Teja and
Tripple, receive $500 per annum for their services as directors. For 1998,
directors received aggregate fees of $86,000 and expense reimbursements of
$17,000.

COMMITTEE MEETINGS

The Compensation Committee of the Board of Directors, consisting of Messrs.
Engleman and Valentine, met four times during 1998. This Committee determines
the base salary and short and long-term incentives granted to the President, the
named executive officers and certain other executives of the Company.
Additionally, the Compensation Committee grants awards under the Company's stock
incentive plan and otherwise administers the plan. The Compensation Committee
also makes recommendations to the Board of Directors on any proposed plan or
program that relates primarily to the senior management of the Company.

The Audit Committee of the Board of Directors consists of Messrs. Engleman,
Strassman and Valentine. The Audit Committee meets at least annually with the
Company's independent accountants and periodically with the Company's internal
accounting and auditing staff and oversees generally the financial controls and
practices of the Company. The Audit Committee met four times during 1998.

The Company does not have a nominating committee or committee serving a
similar function. Nominations are made by and through the full Board of
Directors.

5
<PAGE> 8

EXECUTIVE COMPENSATION

The following table sets forth certain information concerning the
compensation for each of the last three fiscal years of the Chief Executive
Officer of the Company, the four other most highly compensated executive
officers of the Company and two former executive officers of the Company (these
seven current and former executive officers are collectively referred to in this
proxy statement as the "named executive officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------- -------------------------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND COMPEN- STOCK OPTIONS COMPEN-
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) SATION($)(2) AWARDS($)(3) (#) SATION($)(4)
------------------ ---- ------------ -------- ------------ ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
John F. Cogan, Jr.,............ 1998 $597,115 $200,000 $19,250 -- 100,000 $30,000
President and Chief Executive 1997 $525,000 $550,000 $12,500 -- 100,000 $30,000
Officer of the Company 1996 $525,000 $450,000 $11,083 -- 75,000 $30,000

David D. Tripple,.............. 1998 $441,346 $130,000 $19,250 $ 69,702 75,000 $27,468
Executive Vice President of
the Company and President 1997 $425,000 $744,213 $12,500 $291,984 15,000 $27,370
of PIM 1996 $425,000 $425,000 $11,083 $ 48,876 15,000 $27,268

Stephen G. Kasnet,............. 1998 $285,577 $178,750 $ 750 $ 95,773 75,000 $27,091
Executive Vice President 1997 $250,000 $227,500 $ 500 $122,102 17,500 $27,204
of the Company 1996 $225,000 $157,500 $ 500 $ 67,307 20,000 --

William H. Smith, Jr.,......... 1998 $285,577 $178,750 $ -- $ 95,773 75,000 $29,492
Executive Vice President of
the Company and President 1997 $260,000 $227,500 -- $122,102 12,500 $30,000
of PSC 1996 $250,000 $221,000 -- $118,516 12,500 $30,000

Alicja K. Malecka,............. 1998 $259,615 $178,750 $ -- $ 95,773 75,000 $24,366
Executive Vice President 1997 $220,000 $227,500 -- $122,102 12,500 $24,020
of the Company 1996 $220,000 $169,000 -- $ 57,392 12,500 $23,365
FORMER EXECUTIVE OFFICERS:
Robert L. Butler,.............. 1998 $337,500 $325,000 $ 500 $174,140 -- $29,831
Former Executive Vice 1997 $300,000 $325,000 $ 500 $174,416 17,500 $30,000
President of the Company 1996 $280,000 $276,250 $ 500 $148,146 17,500 $30,000
and Former President of PFD

William H. Keough,............. 1998 $280,385 $300,000 $ -- -- -- $30,000
Former Senior Vice President, 1997 $270,000 $195,000 -- $104,628 12,500 $29,931
Chief Financial Officer and 1996 $265,000 $178,750 -- $ 95,886 12,500 $30,000
Treasurer of the Company
</TABLE>

- ---------------
(1) Includes annual base salary plus additional salary paid for one extra
biweekly pay period during 1998.

(2) Represents amounts paid to management directors for their services as
directors of the Company, as trustees of the registered investment companies
in the Pioneer Family of Mutual Funds, or as Directors of the Company's
Irish Funds.

(3) Dollar values of 1998 restricted stock awards are based on the market price
at the time of grant. With respect to each named executive officer's
unvested restricted stock holdings, the number of shares of Common Stock and
the dollar value thereof at December 31, 1998, are as follows: 0 for Mr.
Cogan; 16,427 and $322,850 for Mr. Tripple; 7,301 and $143,465 for Mr.
Kasnet; 14,591 and $286,754 for Mr. Smith; 9,697 and $190,570 for Ms.
Malecka; 18,814 and $369,744 for Mr. Butler; and 12,249 and $240,733 for Mr.
Keough. The value of restricted stock holdings is based on the fair market
value of the Common Stock on December 31, 1998 ($19.75) less the purchase
price paid by the executive for such shares, which is generally $.10 per
share, adjusted for stock splits. The 1998 restricted stock awards vest in
25% annual increments over four years. Dividends, if any, will be paid on
shares of restricted stock.

(4) Represents a retirement contribution by the Company, some or all of which is
outside of the Company's Retirement Benefit Plan.

6
<PAGE> 9

STOCK OPTION GRANTS AND EXERCISES

The following table summarizes stock option grants during 1998 to the named
executive officers.

OPTION GRANTS IN 1998

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
----------------------------------------------- REALIZABLE
NUMBER PERCENT VALUE AT ASSUMED
OF OF TOTAL ANNUAL RATES
SECURITIES OPTIONS OF STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR
OPTIONS EMPLOYEES OR BASE OPTION TERM(1)
GRANTED IN FISCAL PRICE EXPIRATION -----------------------
NAME (#)(2) YEAR ($/SH) DATE 5%($) 10%($)
---- ---------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
John F. Cogan, Jr.......... 100,000 14.98% $16.1250 1/10/09 $1,024,794 $2,603,261
David D. Tripple........... 64,757 9.70% $13.8125 11/27/08 $ 568,455 $1,444,033
10,243 1.53% $13.8125 10/28/08 $ 88,977 $ 225,485
Stephen G. Kasnet.......... 67,761 10.15% $13.8125 11/27/08 $ 594,824 $1,511,019
7,239 1.08% $13.8125 10/28/08 $ 62,882 $ 159,356
William H. Smith, Jr....... 60,433 9.05% $13.8125 11/27/08 $ 530,497 $1,347,611
14,567 2.18% $13.8125 10/28/08 $ 126,538 $ 320,672
Alicja K. Malecka.......... 60,433 9.05% $13.8125 11/27/08 $ 530,497 $1,347,611
14,567 2.18% $13.8125 10/28/08 $ 126,538 $ 320,672
Robert L. Butler........... -- -- -- -- -- --
William H. Keough.......... -- -- -- -- -- --
</TABLE>

- ---------------
(1) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the dates the respective options were granted to their
expiration dates. Actual gains, if any, on stock option exercises will
depend on the future performance of the Common Stock and the dates on which
the options are exercised.

(2) Each option becomes exercisable in five equal annual installments beginning
one year after the date of grant. The Company has never granted stock
appreciation rights.

The following table summarizes option exercises during 1998 and stock
options held as of December 31, 1998, by the named executive officers:

AGGREGATED OPTION EXERCISES IN 1998 AND
FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE FISCAL YEAR-END(#) AT FISCAL YEAR-END($)(1)
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John F. Cogan, Jr......... 150,000 $2,168,750 303,000 257,000 $2,597,500 $362,500
David D. Tripple.......... 100,000 $1,075,569 163,000 104,500 $1,868,750 $445,313
Stephen G. Kasnet......... -- -- 14,500 103,000 -- $445,313
William H. Smith, Jr...... 44,000 $ 879,562 120,000 100,000 $1,303,750 $445,313
Alicja K. Malecka......... -- -- 72,000 103,000 $ 523,375 $456,938
Robert L. Butler.......... 100,000 $1,256,875 163,000 32,000 $1,868,750 --
William H. Keough......... 60,000 $1,207,125 140,000 25,000 $1,557,500 --
</TABLE>

- ---------------
(1) Based on the fair market value of the Common Stock on December 31, 1998
($19.75), as reported on the Nasdaq National Market, less the option
exercise price.

7
<PAGE> 10

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON
EXECUTIVE COMPENSATION

The Company's executive compensation program is designed to motivate,
reward and retain the management talent needed to achieve its business
objectives and maintain competitive positions in the investment management, gold
mining and other industries in which the Company participates. The Company's
program does this by providing incentives to achieve short-term and long-term
objectives, by rewarding exceptional performance and accomplishments and by
utilizing competitive base salaries and benefits. Compensation decisions for the
President, the named executive officers and the Company's other executives are
generally based on individual performance, which includes the ability to
implement the Company's business plans, to react to unanticipated external
factors that can have a significant impact on corporate performance, to focus on
cost containment and to retain and develop necessary staff and organization.

The Company's success is highly dependent upon favorable long-term
investment performance of its mutual funds as well as the continuing development
of its other businesses. Therefore, incentive awards for executive officers are
generally granted with an orientation toward long-term performance and may not
fluctuate as greatly as year-to-year results. In keeping with this long-term
view, retention of executive officers like those named above is vital to the
Company's competitive strength. Incentives for Pioneer Investment Management
President, David Tripple, and other key investment advisory personnel are
substantially correlated with annual performance of assets under management, but
such awards also reflect prevailing compensation standards in the investment
management industry, which continues to reward its top performing executives
especially well.

The three major components of the Company's executive compensation program
are base salaries, bonus awards and stock incentive awards. The Compensation
Committee of the Board of Directors (the "Committee"), comprised of the
undersigned, makes recommendations to the Board of Directors as to the base
salary, bonus and stock awards of the President and sets the salaries and
reviews the bonus and stock-award potential of the other named executive
officers and certain other key executives. The Committee typically meets several
times, commencing in December each year. As a general rule, any changes in
approved salaries of executives are reviewed with the Committee before
implementation.

Base Salaries

Competitive base salaries are vital to support the management development
and career orientation of executives and are consistent with the long-term
nature of the Company's businesses. Base salaries and related periodic
adjustments are derived primarily from reviews of competitive positioning (how
the Company's salary structure for comparable positions compares with that of
other relevant companies), business performance, and general economic factors.
While there is no specific weighting of these factors, competitive positioning
is the primary consideration in setting base salaries. Business and other
economic factors such as net income and estimates of inflation are secondary
considerations. Base salaries also relate to the executive's performance, level
of responsibility and experience.

John F. Cogan, Jr. became President in 1962. His 1998 base salary was
$575,000 and his 1999 base salary, as recommended by the Committee in December
1998, will remain at that level.(1) Mr. Cogan's base salary reflects his
extensive hands-on efforts to renew and reinvigorate the Company's domestic
investment management business and to nurture the Company's off-shore fund and
other international businesses. These efforts require considerable travel and
extraordinary personal contributions on a continuing basis.

- ---------------

(1) Mr. Cogan is also a partner of Hale and Dorr LLP, counsel to the
Company, to which the Company, the Company's subsidiaries and the registered
investment companies in the Pioneer Family of Mutual Funds paid approximately
$1.2 million for legal services rendered and related expenses incurred in 1998.
Fees paid to Hale and Dorr LLP are not considered relevant to Mr. Cogan's
compensation although Mr. Cogan may participate in any law firm net income with
respect to such fees. Mr. Cogan does not participate in the provision of any
legal services to the Company, all of which are provided by other attorneys at
market rates.

8
<PAGE> 11

Bonus Awards

Bonus awards to executives are granted primarily to recognize contributions
during the past year and generally include a portion that is paid by restricted
stock award (see "Stock Incentive Awards" below). The specific bonus an
executive receives is dependent on individual performance and level of
responsibility. Assessment of an individual's relative performance is made
annually based on a number of factors which include initiative, business
judgment, technical expertise, management skills and goals and objectives met.

Mr. Cogan's 1998 bonus award of $200,000 reflects his leadership of, and
other significant personal contributions to, the Company's businesses in 1998,
including in particular his oversight of an extensive reorganization of the
Company's management structure. Mr. Cogan and several other members of senior
management received bonus awards that were substantially reduced from previous
years, reflecting the Company's disappointing financial results in 1998. The
Committee's determination was based on its subjective judgment regarding Mr.
Cogan's overall unique contribution as President. Narrow quantitative measures
or formulas are not viewed as sufficiently comprehensive for this purpose.

Stock Incentive Awards

Stock incentive awards provided by the stockholder-approved 1997 Stock
Incentive Plan are long-term incentives that are designed to develop and
maintain strong management through share ownership in the Company. The Committee
believes that a significant portion of senior executives' compensation should be
dependent on "value" created for the stockholders. In this way, senior
executives share responsibility for the success of all the Company's businesses.

In December 1998, the Committee approved an award to Mr. Cogan of options
to purchase 100,000 shares of Common Stock to emphasize, in particular, his
focus on returning the Company to profitability. The Committee also approved
stock option awards for certain other named executive officers and for certain
other executive officers. These ten-year stock options are granted at the fair
market value of the Company's Common Stock on the date of grant and become
exercisable in 20% annual increments.

Restricted stock awards are excellent vehicles to focus executives on
stockholder values by linking the executives' interests to the share price of
the Company's Common Stock. Restricted stock awards vest over four years at the
rate of 25% per year. Certain named executive officers, other than Mr. Cogan, a
number of other executives and a substantial number of the Company's employees
received restricted stock awards in 1998 and 1999.

Neither the number of shares of restricted or unrestricted stock nor the
number of stock options currently held by an executive is a factor in
determining individual grants because employing that factor would encourage the
sale of restricted shares when the restriction lapses as well as the exercise of
stock options and the relatively early sale of the resulting shares.

Summary

The Committee, which consists of outside directors who are not eligible for
awards under the Company's compensation programs, has the responsibility for
ensuring that the Company's compensation programs continue to be in the best
interest of its stockholders. The Committee believes that the Company has had,
and continues to have, appropriate and competitive compensation programs. The
balance of a sound base-salary position, competitive short-term bonus
orientation, and emphasis on long-term incentives is the foundation that builds
stability and supports the Company's businesses.

Maurice Engleman and John H. Valentine,
Members of the Compensation Committee
of the Board of Directors

9
<PAGE> 12

COMPARATIVE STOCK PERFORMANCE

The graph and table below compare the cumulative stockholder return on the
Common Stock of the Company for the last five fiscal years with the cumulative
total return on the Russell 3000 Index(1) and a peer group index consisting of
11 investment management companies (including the Company)(2) for the same
period (assuming the investment of $100 in the Company's Common Stock, the
Russell 3000 Index and the peer group index on January 1, 1994, and reinvestment
of all dividends). Measurement points are the last trading days of the years
ended December 31, 1993, 1994, 1995, 1996, 1997 and 1998.

<TABLE>
<CAPTION>
THE PIONEER GROUP, INC. THE RUSSELL 3000 INDEX PEER GROUP INDEX
----------------------- ---------------------- ----------------
<S> <C> <C> <C>
'1993' 100.00 100.00 100.00
'1994' 173.60 100.17 86.13
'1995' 218.56 137.04 119.12
'1996' 193.37 166.94 163.40
'1997' 232.30 220.00 260.51
'1998' 164.24 220.00 248.26
</TABLE>

- ---------------

(1) The Russell 3000 Index is composed of 3,000 large U.S. companies by market
capitalization, representing approximately 98% of the dollar value of the
U.S. equity market. The largest company in the Russell 3000 Index has a
market value of approximately $272 billion and the smallest approximately
$222 million.

(2) In addition to the Company, the peer group index consists of:
Atlanta/Sosnoff Capital Corp., Bull & Bear Group, Inc., Eaton Vance Corp.,
Franklin Resources, Inc., NVest L.P., PIMCO Advisors Holdings L.P., T. Rowe
Price Associates, Inc., SEI Investment Company, United Asset Management
Corp., and Value Line, Inc. Dreyfus Corp., which was included in the peer
group index in the Company's 1994 Proxy Statement, ceased to be publicly
traded during 1994. Colonial Group, Inc. and Thomson Advisory Group L.P.,
which were included in the peer group index in the Company's 1995 Proxy
Statement, ceased to be publicly traded during 1995. Oppenheimer Capital,
L.P., which was included in the peer group index in the Company's 1997 Proxy
Statement, merged with PIMCO Advisors, L.P., a subsidiary of PIMCO Advisors
Holdings L.P., which is included now in the Company's peer group index.

10
<PAGE> 13

CERTAIN TRANSACTIONS

Mr. Cogan, President, Chief Executive Officer and Chairman of the Board of
the Company, is a partner of Hale and Dorr LLP, counsel to the Company, and
Joseph P. Barri, Secretary of the Company, is a partner of Hale and Dorr LLP.
The Company and its subsidiaries and the registered investment companies in the
Pioneer Family of Mutual Funds paid an aggregate of approximately $1.2 million
in legal fees to Hale and Dorr LLP in 1998.

Mr. Strassman, the Company's Vice Chairman, has agreed to provide certain
services to the Company. These services include assisting in the Company's
strategic planning and budgeting process. Also, Mr. Strassman chairs the
Company's Committee for Corporate Strategy and Planning. Mr. Strassman maintains
an office at the Company's headquarters in Boston, Massachusetts and generally
is present at least one day each week. As compensation for the services provided
to the Company, Mr. Strassman receives an annual fee (the "Annual Base Fee")
equal to one-fifth of the salary of the Company's highest paid executive
officer, plus one dollar. The Annual Base Fee is paid quarterly. In addition,
Mr. Strassman is entitled to an annual bonus payment that is calculated by
multiplying the Annual Base Fee by a percentage that is equal to the average
bonus percentage of the Company's Chairman, Chief Financial Officer and
Strategic Business Unit Presidents. In December 1998, Mr. Strassman received a
pro-rated Annual Base Fee of $47,917 and a bonus payment of $92,690 for his
services during the year. Also, in August 1998, Mr. Strassman received an option
to purchase 100,000 shares of Common Stock at an exercise price of $19.00 per
share. The option becomes exercisable over five years in equal 20% annual
increments.

AMENDMENT TO THE 1997 STOCK INCENTIVE PLAN
INCREASING THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN

In February 1997, the Board of Directors adopted the 1997 Stock Incentive
Plan (the "1997 Plan"), subject to stockholder approval. On May 20, 1997, the
stockholders of the Company approved the 1997 Plan. In February 1999, the Board
of Directors of the Company approved an amendment to the 1997 Plan, subject to
stockholder approval, to increase the number of shares reserved for issuance
under the 1997 Plan from 1,500,000 shares to 3,000,000 shares. As described
below, the Board of Directors believes that the 1997 Plan is an important
incentive tool for the Company and, therefore, that it is in the best interests
of the Company and the stockholders to provide for the issuance of additional
shares of Common Stock under the 1997 Plan.

The purpose of the 1997 Plan is to promote the success of the Company by
attracting and retaining key personnel. Awards under the 1997 Plan compensate
employees for their contributions to the Company and motivate continued strong
performance by giving them an ownership interest in the Company.

DESCRIPTION OF AWARDS

The 1997 Plan provides for the grant of stock options, restricted stock and
other stock-based awards ("Awards"). The Company may make Awards under the 1997
Plan through February 3, 2007, but Awards previously granted may extend beyond
that date. The Board of Directors may amend the 1997 Plan or terminate it
sooner, provided that the Company's stockholders must approve certain
amendments.

Incentive Stock Options and Nonstatutory Options. A recipient who receives
options under the 1997 Plan may purchase a fixed number of shares of Common
Stock during specified periods at an option price and subject to certain terms
and conditions established at the time of grant. The exercise price of incentive
stock options and options that the Compensation Committee intends to qualify as
performance-based compensation under Section 162(m) of the Internal Revenue Code
of 1986, as amended (the "Code"), may not be less than the fair market value of
the Common Stock on the date of grant (or less than 110% of the fair market
value in the case of incentive stock options granted to optionees holding 10% or
more of the voting stock of the Company). The exercise price of all other
options may be less than, equal to or greater than the fair market value of the
Common Stock on the date of grant. On March 24, 1999, the closing sale price of
the Common Stock on the Nasdaq National Market was $16.375.

Restricted Stock. A recipient who receives restricted stock awards under
the 1997 Plan may purchase shares of Common Stock, subject to the Company's
right to repurchase some or all of those shares. The Board
11
<PAGE> 14

of Directors of the Compensation Committee will determine the price at which
participants may purchase shares of Common Stock. The purchase price may not be
less than the par value of the Common Stock. In most cases the Company expects
that the purchase price will be nominal (equal to the par value of $.10 per
share), and the price may vary among participants. The Company may award
restricted stock at a price that may be less than, equal to or greater than the
fair market value of the Common Stock on the date of award.

For the period set forth in the document evidencing a restricted stock
award, the shares the recipient purchases under the 1997 Plan will be subject to
certain restrictions upon transfer and forfeiture provisions relating to
termination of employment. In general, with limited exceptions, the restricted
stock awards granted to date provide that the recipient is restricted from
selling 100% of the shares of awarded stock during the first year after grant,
75% during the second year, 50% during the third year, and 25% during the fourth
year. The Company may, in its discretion, waive its right to repurchase any
shares that become forfeitable under the 1997 Plan. In addition, the Company may
impose upon the recipient of an award such other restrictions on the shares
awarded under the 1997 Plan as the Board of Directors may deem advisable and in
the best interests of the Company. During the period that shares purchased under
the 1997 Plan are restricted, the recipient is able to vote the shares and
receive any dividends on the shares.

Other Awards. The 1997 Plan provides for the issuance of other stock-based
awards, such as stock appreciation rights and conditional stock grants. To date,
the Company has not granted any such other stock-based awards.

ELIGIBILITY

All of the employees, officers, directors, consultants and advisors of the
Company and of certain of its subsidiaries (approximately 800 people as of March
24, 1999) are eligible to participate in the 1997 Plan; however, the Company may
only grant incentive stock options to persons eligible under the Code. The 1997
Plan provides that the maximum number of share of Common Stock with respect to
which Awards may be granted to any employee may not exceed 200,000 during any
calendar year. To date, the Company has granted options to purchase 1,000,000
shares of Common Stock and 497,073 shares of restricted stock under the 1997
Plan, including options to purchase 200,000, 90,000, 92,500, 87,500, 17,500,
12,500, 100,000, 87,500, 20,000 and 830,000 shares to Messrs. Cogan, Tripple,
Kasnet, Smith, Butler, Keough, Strassman, Ms. Malecka and Dr. Teja and to all
current executive officers as a group, respectively, and 0, 14,196, 9,412,
9,412, 15,392, 3,784, 9,412, 1,980 and 89,228 shares of restricted stock to
Messrs. Cogan, Tripple, Kasnet, Smith, Butler, Keough, Ms. Malecka and Dr. Teja
and to all current executive officers as a group, respectively. No other
director, director nominee or associate of any director, director nominee or
executive officer has received any Award under the 1997 Plan, and no other
individual has received 5% or more of all Awards granted under the 1997 Plan.
The grant of Awards under the 1997 Plan is discretionary, and the Company cannot
now determine the number or type of Awards that it will grant in the future to
any particular person or group, including the named executive officers.

ADMINISTRATION

The Board has the authority to adopt, amend and repeal the 1997 Plan and
the administrative rules, guidelines and practices relating to the 1997 Plan, to
interpret the provisions of the 1997 Plan and to accelerate the vesting and
reduce the exercise price of Awards. Pursuant to the terms of the 1997 Plan, the
Board of Directors has appointed the Compensation Committee to administer
certain aspects of the 1997 Plan, including the grant of options and the
issuance of restricted stock to executive officers. To the extent that an
amendment to the 1997 Plan is required in order to grant a particular Award that
is intended to qualify as performance-based compensation under Section 162(m) of
the Code, such Award shall not become vested until the Company's stockholders
approve the required amendment to the 1997 Plan.

The Board of Directors of the Company does not intend to grant any options
under the 1997 Plan at an exercise price below the fair market value of the
Common Stock on the date of grant, nor does the Board of Directors intend to
reset the exercise price of any options after setting the exercise price on the
date of grant.

12
<PAGE> 15

Further, the Board of Directors has no present intention of granting options
that are subject to a vesting schedule shorter than three years.

FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the United States federal income tax
consequences that generally will arise with respect to Awards granted under the
1997 Plan and with respect to the sale of Common Stock acquired under the 1997
Plan.

Incentive Stock Options. In general, a participant will not have taxable
income upon the grant or exercise of an incentive stock option. Instead, a
participant generally will have taxable income with respect to an incentive
stock option only upon the sale of Common Stock acquired through the exercise of
the option (the "ISO Stock"). The exercise of an incentive stock option,
however, may subject a participant to the alternative minimum tax. Generally,
the tax consequences of selling ISO Stock will vary with the length of time that
the participant has owned the ISO Stock at the time it is sold. If the
participant sells ISO Stock after having owned it for at least two years from
the date the option was granted and one year from the date the option was
exercised, the participant will recognize long-term capital gain in an amount
equal to the excess of the sale price of the ISO Stock over the exercise price.
If the participant sells the ISO Stock prior to having owned it for at least two
years from the date of the option grant and one year from the date of the option
exercise, then generally all or a portion of the gain recognized will be
ordinary compensation income, and any remaining gain will be a capital gain.
This capital gain will be long term if the participant has held the ISO Stock
for more than one year prior to the date of the sale. If a participant sells ISO
Stock for less than the exercise price, the participant will recognize capital
loss equal to the excess of the exercise price over the sale price of the ISO
Stock. This capital loss will be long term if the participant has held the ISO
Stock for more than one year prior to the date of the sale.

Nonstatutory Options. As in the case of an incentive stock option, a
participant will not have taxable income upon the grant of a nonstatutory
option. Unlike an exercise of an incentive stock option, however, the exercise
of a nonstatutory option will create ordinary compensation income in an amount
equal to the excess of the fair market value of the Common Stock acquired
through the exercise of the option (the "NSO Stock") on the date of exercise
over the exercise price. With respect to any NSO Stock, a participant will have
a tax basis equal to the exercise price plus any income recognized upon the
exercise of the option. Upon selling NSO Stock, a participant generally will
have capital gain or loss in an amount equal to the excess or shortfall, as the
case may be, of the sale price of the NSO Stock over the participant's tax basis
in the NSO Stock. This capital gain or loss will be long term if the participant
has held the NSO Stock for more than one year prior to the date of sale.

Restricted Stock. The recipient of a restricted stock award will not be
taxed on the award at the time made unless the recipient makes an election under
Section 83(b) of the Code. If the recipient makes a Section 83(b) election
within 30 days of the date of grant, the recipient will recognize ordinary
income, for the year in which the award is received, in an amount equal to the
difference between the fair market value of the Common Stock at the time of
award and the purchase price for the Common Stock. If the recipient does not
make a Section 83(b) election, the recipient will recognize ordinary income, at
the time that the forfeiture provisions and restriction on transfer lapse, in an
amount equal to the difference between the fair market value of the Common Stock
at that time and the original purchase price for the Common Stock. Upon a sale
of the Common Stock acquired pursuant to a restricted stock award, the recipient
will recognize a capital gain or loss on the difference between the recipient's
basis (the price paid plus any ordinary income previously recognized) and the
sale price. The gain or loss will be long term if the recipient holds the Common
Stock for more than one year. For this purpose, the holding period shall begin
on the day after the date on which the forfeiture provisions or restrictions
lapse if the recipient does not make a Section 83(b) election or on the day
after the award is granted if the recipient makes a Section 83(b) election.

Tax Consequences to the Company. The Company generally will have no tax
consequences upon the grant of a stock option or restricted stock award under
the 1997 Plan. Moreover, in general, the Company will have no tax consequences
either upon the exercise of an incentive stock option acquired under the 1997
Plan

13
<PAGE> 16

or upon the sale of any Common Stock acquired under the 1997 Plan. The Company
generally will be entitled to a business-expense deduction, however, with
respect to any ordinary compensation income that any participant recognizes
under the 1997 Plan. Any such deduction will be subject to the limitations of
Section 162(m) of the Code. The Company will have a withholding obligation with
respect to any ordinary compensation income recognized by participants under the
1997 Plan who are employees or otherwise subject to withholding in connection
with a restricted stock award or the exercise of a nonstatutory stock option.

PROPOSED AMENDMENT

In May 1997, the stockholders approved 1,500,000 shares of Common Stock for
issuance under the 1997 Plan. As of March 24, 1999, the number of shares
available for future grant under the 1997 Plan was 11,870. The purpose of the
proposed amendment to the 1997 Plan is to provide a sufficient number of shares
for future issuance under the 1997 Plan by increasing the total number of shares
reserved for issuance under the 1997 Plan from 1,500,000 shares to 3,000,000
shares. These shares would be issued both to reward management and employees for
their past efforts and to motivate them to continue contributing to the growth
of the Company.

THE BOARD OF DIRECTORS BELIEVES THAT THE INCREASE IN THE NUMBER OF SHARES
AVAILABLE FOR AWARDS UNDER THE 1997 PLAN IS IN THE BEST INTERESTS OF THE COMPANY
AND ITS STOCKHOLDERS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL
TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE 1997 PLAN FROM
1,500,000 SHARES TO 3,000,000 SHARES.

SELECTION OF INDEPENDENT ACCOUNTANTS

Subject to ratification by the stockholders, the Board of Directors of the
Company has selected the firm of Arthur Andersen LLP, independent accountants,
as accountants of the Company for the year ending December 31, 1999. Arthur
Andersen LLP has acted as the Company's accountants since 1979.

The Company expects that representatives of Arthur Andersen LLP will be
present at the Annual Meeting. They will have an opportunity to make a statement
if they desire to do so and will also be available to respond to appropriate
questions from stockholders.

If the stockholders do not ratify the selection of Arthur Andersen LLP as
the Company's independent accountants, the Board of Directors will reconsider
the selection of accountants.

STOCKHOLDER PROPOSALS

The Company will consider appropriate stockholder proposals for inclusion
on the agenda of its 2000 Annual Meeting of Stockholders. Proposals of
stockholders made in accordance with Rule 14a-8 of the Securities Exchange Act
of 1934 and intended to be presented at the 2000 Annual Meeting of Stockholders
must be submitted in writing to the attention of the Chief Financial Officer of
the Company, 60 State Street, Boston, Massachusetts 02109 no later than December
15, 1999 for inclusion in the proxy statement for that meeting. In addition, the
Company's By-laws require that the Company be given advance notice of
stockholder nominations for election to the Company's Board of Directors and of
other matters which stockholders wish to present for action at an annual meeting
of stockholders (other than matters included in the Company's proxy statement in
accordance with Rule 14a-8). The required notice must be made in writing,
include the information required by the By-laws, be delivered or mailed by first
class United States mail, postage prepaid, to the Chief Financial Officer of the
Company, 60 State Street, Boston, Massachusetts 02109, and be received not less
than 60 days nor more than 90 days prior to the 2000 Annual Meeting; provided,
however, that if less than 70 days notice or prior public disclosure of the date
of the meeting is given to stockholders, such nomination or other proposal shall
have been mailed or delivered to the Chief Financial Officer of the Company not
later than the close of business on the 10th day following the date on which the
notice of the meeting was mailed or such public disclosure made, whichever
occurs first. While the Company has not yet set the date of the 2000 Annual
Meeting, assuming it was held on May 18, 2000 (the same day as this year's
meeting), notice of a stockholder proposal or director nomination would need to
be made no earlier than February 17, 2000 and no later than March 19, 2000.

14
<PAGE> 17

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of the Common Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Based solely on the review of the
copies of such reports furnished to the Company or written representations that
no other reports were required to be filed, the Company believes that during the
1998 fiscal year all filing requirements were complied with in a timely manner.

OTHER MATTERS

The Board of Directors does not know of any other matters that may come
before the Annual Meeting. If any stockholder properly presents any other
matters to the Annual Meeting, the persons named in the accompanying proxy
intend to vote, or otherwise to act, in accordance with their judgment.

The Company will pay all costs of soliciting proxies. In addition to
solicitations by mail, the Company's directors, officers and employees, without
additional compensation, may solicit proxies by telephone and personal
interviews. In addition, the Company reserves the right to engage outside
agencies to solicit proxies. The Company will request brokers, custodians and
fiduciaries to forward proxy soliciting material to the owners of stock held in
their names, and the Company will reimburse them for any related out-of-pocket
expenses.

By order of the Board of Directors,

Joseph P. Barri
-----------------------------------
JOSEPH P. BARRI, Secretary

April 13, 1999

THE BOARD OF DIRECTORS HOPES THAT YOU WILL ATTEND THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, THE BOARD OF DIRECTORS URGES YOU TO COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. YOUR
PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING. THE
COMPANY APPRECIATES YOUR COOPERATION. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY
VOTE YOUR STOCK PERSONALLY EVEN IF YOU HAVE SENT IN YOUR PROXY.

15
<PAGE> 18

APPENDIX A

THE PIONEER GROUP, INC.

1997 STOCK INCENTIVE PLAN
(AMENDED AND RESTATED AS OF FEBRUARY 3, 1999)

I. PURPOSE

The purpose of this 1997 Stock Incentive Plan (the "Plan") of The Pioneer
Group, Inc., a Delaware corporation (the "Company"), is to advance the interests
of the Company's stockholders by enhancing the Company's ability to attract,
retain and motivate persons who make (or are expected to make) important
contributions to the Company by providing such persons with equity ownership
opportunities and performance-based incentives and thereby better aligning the
interests of such persons with those of the Company's stockholders. Except where
the context otherwise requires, the term "Company" shall include any present or
future subsidiary corporations of The Pioneer Group, Inc. as defined in Section
424(f) of the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the "Code") (a "Subsidiary").

II. ELIGIBILITY

All of the Company's employees, officers, directors, consultants and
advisors are eligible to be granted options, restricted stock, or other
stock-based awards (each, an "Award") under the Plan. Any person who has been
granted an Award under the Plan shall be deemed a "Participant".

III. ADMINISTRATION, DELEGATION

A. Administration by Board of Directors. The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable
from time to time, to interpret and correct the provisions of the Plan and any
Award. No member of the Board shall be liable for any action or determination
relating to the Plan. All decisions by the Board shall be made in their sole
discretion and shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award.

B. Delegation to Executive Officers. To the extent permitted by applicable
law, the Board may delegate to one or more executive officers of the Company the
power to make Awards and exercise such other powers under the Plan as the Board
may determine, provided that the Board shall fix the maximum number of shares
subject to Awards and the maximum number of shares for any one Participant to be
made by such executive officers.

C. Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). For so long as the
common stock, $.10 par value per share, of the Company (the "Common Stock") is
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Board shall appoint one such Committee of not less than two members,
each member of which shall be an "outside director" within the meaning of
Section 162(m) of the Code and a "non-employee director" as defined in Rule
16b-3 promulgated under the Exchange Act." All references in the Plan to the
"Board" shall mean a Committee or the Board or the executive officer referred to
in Section 3(b) to the extent of such delegation.

IV. STOCK AVAILABLE FOR AWARDS

A. Number of Shares. Subject to adjustment under Section 4(c), Awards may
be made under the Plan for up to 3,000,000 shares of Common Stock. If any Award
expires or is terminated, surrendered or canceled without having been fully
exercised or is forfeited in whole or in part or results in any Common Stock not

A-1
<PAGE> 19

being issued, the unused Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan, subject, however, in the case
of Incentive Stock Options (as defined hereinafter), to any limitation required
under the Code. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.

B. Per-Participant Limit. Subject to adjustment under Section 4(c), the
maximum number of shares with respect to which an Award may be granted to any
Participant under the Plan shall be 200,000 per calendar year. The
Per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code.

C. Adjustment to Common Stock. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off, or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than a normal cash dividend, (i) the number and class of securities available
under this Plan, (ii) the number and class of security and exercise price per
share subject to each outstanding Option, (iii) the repurchase price per
security subject to each outstanding Restricted Stock Award, and (iv) the terms
of each other outstanding stock-based Award shall be appropriately adjusted by
the Company (or substituted Awards may be made, if applicable) to the extent the
Board shall determine, in good faith, that such an adjustment (or substitution)
is necessary and appropriate. If this Section 4(c) applies and Section 8(e)(1)
applies for any event, Section 8(e)(1) shall be applicable to such event, and
Section 4(c) shall not be applicable.

V. STOCK OPTIONS

A. General. The Board may grant options to purchase Common Stock (each, an
"Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

B. Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

C. Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

D. Duration of Options. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
option agreement.

E. Exercise of Option. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 5(f) for the number of shares for
which the Option is exercised.

F. Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

1. in cash or by check, payable to the order of the Company;

2. except as the Board may otherwise provide in an Option, delivery of
an irrevocable and unconditional undertaking by a credit worthy broker to
deliver promptly to the Company sufficient funds to pay the exercise price,
or delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a credit worthy broker to deliver promptly to
the Company cash or a check sufficient to pay the exercise price;

A-2
<PAGE> 20

3. to the extent permitted by the Board and explicitly provided in the
Option, (i) by delivery of shares of Common Stock owned by the Participant
valued at their fair market value as determined by the Board in good faith
("Fair Market Value"), which Common Stock was owned by the Participant at
least six months prior to such delivery, (ii) by delivery of a promissory
note of the Participant to the Company on terms determined by the Board
(provided that, if determined by the Company to be required by law, the
Participant shall pay cash equal to at least the par value of the shares
purchased), or (iii) by payment of such other lawful consideration as the
Board may determine; or

4. any combination of the above permitted forms of payment.

"(G) An optionee who is a participant in a deferred compensation plan
established by the Company may elect, with the permission of the Board of
Directors and in accordance with rules established by the Board of Directors, to
defer the receipt of any shares of Common Stock issuable upon the exercise of an
option provided that such election is irrevocable and made at least that number
of days prior to the exercise of the option which shall be determined by the
Board of Directors. The optionee's account under such deferred compensation plan
shall be credited with a number of stock units equal to the number of shares so
deferred."

VI. RESTRICTED STOCK

A. Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

B. Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any (provided that, if
determined by the Company to be required by law, the Participant shall pay cash
equal to at least the par value of the shares purchased). Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated by a Participant, in a manner determined by the Board, to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

VII. OTHER STOCK-BASED AWARDS

The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including the
grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights.

VIII. GENERAL PROVISIONS APPLICABLE TO AWARDS

A. Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to Participant, to the extent relevant in the
context, shall include references to authorized transferees.

B. Documentation. Each Award under the Plan shall be evidenced by a
written instrument in such form as the Board shall determine. Each Award may
contain terms and conditions in addition to those set forth in the Plan.

A-3
<PAGE> 21

C. Board Discretion. Except as otherwise provided by the Plan, each type
of Award may be made alone, in addition to or in relation to any other type of
Award. The terms of each type of Award need not be identical, and the Board need
not treat Participants uniformly.

D. Termination of Status. The Board shall determine the effect on an Award
of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

E. Acquisition Events

1. Consequences of Acquisition Events. Upon the occurrence of an
Acquisition Event (as defined below), or the execution by the Company of
any agreement with respect to an Acquisition Event, the Board shall take
any one or more of the following actions with respect to then outstanding
Awards: (i) provide that outstanding Options shall be assumed, or
equivalent Options shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof), provided that any such Options
substituted for Incentive Stock Options shall satisfy, in the determination
of the Board, the requirements of Section 424(a) of the Code; (ii) upon
written notice to the Participants, provide that all then unexercised
Options will become exercisable in full as of a specified date (the
"Acceleration Date") prior to the Acquisition Event and will terminate
immediately prior to the consummation of such Acquisition Event, except to
the extent exercised by the Participants between the Acceleration Date and
the consummation of such Acquisition Event; (iii) in the event of an
Acquisition Event under the terms of which holders of Common Stock will
receive upon consummation thereof a cash payment for each share of Common
Stock surrendered pursuant to such Acquisition Event (the "Acquisition
Price"), provide that all outstanding Options shall terminate upon
consummation of such Acquisition Event and each Participant shall receive,
in exchange therefor, a cash payment equal to the amount (if any) by which
(A) the Acquisition Price multiplied by the number of shares of Common
Stock subject to such outstanding Options (whether or not then
exercisable), exceeds (B) the aggregate exercise price of such Options;
(iv) provide that all Restricted Stock Awards then outstanding shall become
free of all restrictions prior to the consummation of the Acquisition
Event; and (v) provide that any other stock-based Awards outstanding (A)
shall become exercisable, realizable or vested in full, or shall be free of
all conditions or restrictions, as applicable to each such Award, prior to
the consummation of the Acquisition Event, or (B), if applicable, shall be
assumed, or equivalent Awards shall be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof).

Each Option or other Award assumed or substituted pursuant to clause
(i) or (v)(B) above shall include a provision to the effect that such
Option or Award shall become immediately exercisable (or vested) in full
if, within the remaining period during which such Option or Award shall
otherwise become exercisable pursuant to its terms, the Participant is
relocated more than 100 miles from Boston or is terminated for any reason.
The provisions of this paragraph (x) shall not apply to any employee who is
terminated following an Acquisition Event if such employee was or is a
member of the group which has acquired 25% of the combined voting power
pursuant to clause d of the following paragraph, and (y) shall be in
addition to and not in lieu of any other provisions of this Section
VIII(E).

An "Acquisition Event" shall mean: (a) any merger or consolidation
with another corporation unless such merger or consolidation does not
change in any material way the voting control of the Company; (b) any sale
of all or substantially all of the assets of the Company; (c) the complete
liquidation of the Company; or (d) the acquisition of "beneficial
ownership" (as defined in Rule 13d-3 under the Exchange Act) of securities
of the Company representing 25% or more of the combined voting power of the
Company's then outstanding securities (other than through a merger or
consolidation or an acquisition of securities directly from the Company) by
any "person", as such term is used in Sections 13(d) and 14(d) of the
Exchange Act other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any
corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportion as their ownership of stock of the
Company; provided, however, that this clause d of this subsection (E)(1)
shall not apply to

A-4
<PAGE> 22

the acquisition of securities by John F. Cogan, Jr., who is currently the
beneficial owner of approximately 15% of the securities of the Company.

2. Assumption of Options Upon Certain Events. The Board may grant
Awards under the Plan in substitution for stock and stock-based awards held
by employees of another corporation who become employees of the Company as
a result of a merger or consolidation of the employing corporation with the
Company or the acquisition by the Company of property or stock of the
employing corporation. The substitute Awards shall be granted on such terms
and conditions as the Board considers appropriate in the circumstances.

F. Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. The Board may allow Participants to
satisfy such tax obligations in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.

G. Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

H. Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

I. Acceleration. The Board may at any time provide that any Options shall
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of all restrictions, or that any other stock-based Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.

IX. MISCELLANEOUS

A. No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

B. No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder thereof.

C. Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is adopted by the Board, but no Award granted to a Participant
designated as subject to Section 162(m) by the Board shall become exercisable,
vested or realizable, as applicable to such Award, unless and until the Plan has
been approved by the Company's stockholders. No Awards shall be granted under
the Plan after the completion of ten years from the earlier of (i) the date on
which the Plan was adopted by the Board or (ii) the date the Plan was approved
by the Company's stockholders, but Awards previously granted may extend beyond
that date.

A-5
<PAGE> 23

D. Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that no Award granted to a
Participant designated as subject to Section 162(m) by the Board after the date
of such amendment shall become exercisable, realizable or vested, as applicable
to such Award (to the extent that such amendment to the Plan was required to
grant such Award to a particular Participant), unless and until such amendment
shall have been approved by the Company's stockholders.

E. Stockholder Approval. For purposes of this Plan, stockholder approval
shall mean approval by a vote of the stockholders in accordance with the
requirements of Section 162(m) of the Code.

F. Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Delaware, without regard to any applicable conflicts of law.

Adopted by the Board of Directors on February 3, 1999.

A-6
<PAGE> 24

0399-6432
<PAGE> 25
Appendix B
----------
<TABLE>
<S> <C>

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

------------------------------------------- 1. Election of Directors. For All With- For All
THE PIONEER GROUP, INC. Nominees hold Except
------------------------------------------- Robert L. Butler Jaskaran G. Teja
COMMON STOCK John F. Cogan, Jr. David D. Tripple [ ] [ ] [ ]
Maurice Engleman John H. Valentine
Alen J. Strassman

NOTE: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and strike a line through the name(s) of
the nominee(s). Your shares will be voted for the remaining nominee(s).
CONTROL NUMBER:
RECORD DATE SHARES:
For Against Abstain
2. Ratification and approval of amendment to [ ] [ ] [ ]
1997 Stock Incentive Plan.

3. Ratification of the selection of [ ] [ ] [ ]
independent accountants.

A vote FOR the director nominees and FOR proposals 2 and 3 is
recommended by the Board of Directors.

------------ Mark box at right if an address change or comment has been [ ]
Please be sure to sign and date this Proxy Date noted on the reverse side of this card.
---------------------------------------------------------

-----Stockholder sign here------- Co-owner sign here-----

DETACH CARD DETACH CARD

THE PIONEER GROUP, INC.

Dear Stockholder,

Please take note of the important information enclosed with this Proxy Ballot. There are a number of issues related to the
management and operation of your Company that require your immediate attention and approval. These are discussed in detail in the
enclosed proxy materials.

Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.

Please mark the boxes on this proxy card to indicate how your shares will be voted. Then sign the card, detach it and return your
proxy vote in the enclosed postage paid envelope.

Your vote must be received prior to the Annual Meeting of Stockholders to be held on Tuesday, May 18, 1999.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

The Pioneer Group, Inc.

</TABLE>

<PAGE> 26

COMMON STOCK THE PIONEER GROUP, INC. COMMON STOCK

PROXY SOLICITED BY THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS -- MAY 18, 1999

Those signing on the reverse side, revoking any prior proxies, hereby
appoint(s), John F. Cogan, Jr., David D. Tripple and John A. Boynton, or each or
any of them with full power of substitution, as proxies for those signing on
the reverse side to act and vote at the 1999 Annual Meeting of Stockholders of
The Pioneer Group, Inc. and at any adjournments thereof, as indicated, upon all
matters referred to on the reverse side and described in the Proxy Statement
for the Meeting, and, in their discretion, upon any other matters which may
properly come before the Meeting.

This proxy when properly executed will be voted in the manner directed by the
undersigned stockholder(s). If no other indication is made, the proxies will
vote "For" proposals 1, 2 and 3.

- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Please sign this Proxy exactly as your name appears hereon. Joint owners should
each sign personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
- --------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
________________________________ ________________________________

________________________________ ________________________________