PIONEER GROUP INC
DEFC14A, 2000-04-10
INVESTMENT ADVICE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A
                                 (Rule 14A-101)

                            SCHEDULE 14A INFORMATION

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

Filed by the Registrant  [ ]

Filed by a Party other than the Registrant  [X]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement                [ ] Confidential, for Use of the
[ ] Definitive Additional Materials               Commission Only (as permitted)
[ ] Soliciting Material Pursuant to               by Rule 14a-6(e)(2)
    Rule 14a-12


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



                         LENS INVESTMENT MANAGEMENT, LLC
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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:
        Not applicable
        ------------------------------------------------------------------------
    (2) Aggregate number of securities to which transaction applies:  Not
        applicable.
        ------------------------------------------------------------------------
    (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): Not
        applicable.
        ------------------------------------------------------------------------
    (4) Proposed maximum aggregate value of transaction:  Not applicable.
        ------------------------------------------------------------------------
    (5) Total Fee Paid:  Not applicable.
        ------------------------------------------------------------------------

[ ] 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:  Not applicable.
        ------------------------------------------------------------------------
    (2) Form, Schedule or Registration Statement No.:  Not applicable.
        ------------------------------------------------------------------------
    (3) Filing Party:  Not applicable.
        ------------------------------------------------------------------------
    (4) Date Filed:  Not applicable.
        ------------------------------------------------------------------------


$PJZ17\58531.0014
<PAGE>
                              DATED APRIL 10, 2000

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

                               PROXY STATEMENT OF

                         LENS INVESTMENT MANAGEMENT, LLC

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

                             IN CONNECTION WITH THE

                       2000 ANNUAL MEETING OF STOCKHOLDERS

                           OF THE PIONEER GROUP, INC.

To the Stockholders of The Pioneer Group, Inc.:

                     This Proxy Statement is being furnished to stockholders of
The Pioneer Group, Inc. (the "Company" or "Pioneer") in connection with a
solicitation by Lens Investment Management, LLC ("Lens") and the other
participants described below under "Certain Information Concerning Lens and the
Other Participants in the Solicitation" (collectively with Lens, the "Lens
Group," "we" or "us"). The Lens Group beneficially owns 1,100,763 shares or 4.1%
of the Company's outstanding common stock, $0.10 par value per share ("Common
Stock"). This Proxy Statement is for use at the 2000 Annual Meeting of
Stockholders of the Company and at any adjournments thereof (the "2000 Annual
Meeting"). The Company has announced that the 2000 Annual Meeting will be held
on Tuesday, May 16, 2000, at 9:30 a.m., local time, at the offices of Hale and
Dorr LLP, located at 60 State Street, 26th Floor, Boston, Massachusetts, and
that the record date for stockholders entitled to vote at the 2000 Annual
Meeting is March 24, 2000. Only stockholders of record at the close of business
on such date will be entitled to notice of and to vote at the 2000 Annual
Meeting.

                     This Proxy Statement is first being sent or given to one or
more stockholders on or about April 11, 2000.

                     The Company's Common Stock closed on April 4, 2000 at
$22.75 per share, representing a loss to stockholders of 31.8% since its peak of
$33.375 on December 4, 1997. The Company, founded in 1928, is one of the oldest
mutual fund businesses in the country. Yet, today, growth in assets under
management is stagnant, at less than one-half the industry average, and
operating income per employee is one-third of the Company's peer group average
(according to the Lens Group's calculations). We believe that the Company has
diluted its human and financial capital by expanding into operations of
unrelated businesses that are far removed from its core expertise and located on
four continents. The Company's international mistakes have generated a
staggering $194 million in net losses since 1997, and the small average size of
the Company's funds creates significant relative infrastructure costs. We
believe that something is broken at Pioneer that your current management and
Board of Directors cannot fix. Please read the following pages that describe
your Company's failure to compete successfully and our opinions on why and how


<PAGE>
we think THE SOLUTIONS WE RECOMMEND COULD BRING TO STOCKHOLDERS MORE THAN $29
PER SHARE BASED ON THE TRADING VALUES OF COMPARABLE COMPANIES, AND AS MUCH AS
$42 PER SHARE BASED ON THE MULTIPLES RECEIVED IN THE SALES OF TWO PUBLIC MUTUAL
FUND MANAGERS IN 1999 (in each case, after adding our estimated value of $3.73
per share for Pioneer's non-core business segments valued separately).

                     We are soliciting proxies in connection with the 2000
Annual Meeting for the election of Richard A. Bennett, John P.M. Higgins, Robert
B. Holmes, Robert A.G. Monks and George W. Siguler (collectively, the "Lens
Group Nominees") as Directors of the Company. If elected, the Lens Group
Nominees would constitute a majority of the members (five out of eight) of the
Company's Board of Directors (the "Pioneer Board"). The Lens Group Nominees are
committed to promptly seeking a sale of the Company to the highest bidder in an
auction. See "Our Reasons for The Solicitation" for a discussion of why we
believe current strategies have failed and why we believe an auction of the
Company would yield a significant premium to stockholders.

                     No assurance can be given that the Lens Group Nominees
would be able to successfully implement their plan to sell the Company if
elected to the Pioneer Board. In addition, the Lens Group Nominees could, in the
future, based upon their fiduciary duties and an evaluation of the Company's
operations and future plans, decide to abandon their plan to sell the Company
and pursue another course of action.

                          WE RECOMMEND THAT YOU VOTE IN
                        FAVOR OF THE LENS GROUP NOMINEES.

                     We are nominating the Lens Group Nominees because we
believe that the Company's current business strategies, plans and policies are
not the best course of action for you -- the owners of the Company. Although we
continue to believe that there is great value in the Company, we have grown
extremely concerned about the apparent inability of its management to have such
value reflected in its stock market price. The Pioneer Board and current
management are not now producing a satisfactory return for the Company's
stockholders in comparison to major market indicators, or even the "peer group"
index chosen by the Company for presentation in its proxy statement. Our
disappointment in the Company's financial results and stock price has led us to
seek representation on the Pioneer Board in order to cause the Company to
auction itself to the highest bidder.

                     YOU WILL SOON RECEIVE A PROXY CARD FROM MANAGEMENT. PLEASE
RETURN ONLY LENS' GOLD PROXY CARD AND DO NOT RETURN ANY MANAGEMENT PROXY CARD
UNDER ANY CIRCUMSTANCES, EVEN TO VOTE "AGAINST." IF YOU RETURN BOTH PROXY CARDS
THERE IS A DANGER THAT YOUR SHARES WILL NOT BE VOTED AS YOU DESIRE, BECAUSE ONLY
THE LATEST DATED PROXY CARD YOU SUBMIT COUNTS.

                     IF YOUR SHARES ARE HELD BY A BROKER, BANK OR ANOTHER
NOMINEE, ONLY THAT NOMINEE CAN VOTE YOUR SHARES. PLEASE CONTACT YOUR BROKER OR
OTHER NOMINEE AND INSTRUCT IT TO RETURN ONLY LENS' GOLD PROXY CARD.


                                       2
<PAGE>
           WE BELIEVE THAT A VOTE IN FAVOR OF THE LENS GROUP NOMINEES
          IS A SIGNIFICANT STEP TOWARD A SALE OF THE COMPANY THAT WILL
           ALLOW STOCKHOLDERS TO EARN A PREMIUM ON THEIR COMMON STOCK.

                     Based upon a preliminary analysis of Pioneer using only
publicly available information and without having conducted any solicitation of
third-party interest, we believe that the value stockholders could receive in a
sale or merger transaction involving Pioneer is likely to substantially exceed
the current trading range of the Common Stock. The Company's strategy has
required investment of valuable time and resources outside of its core Pioneer
Investment Management business segment. We believe that this lack of focus has
contributed to the dismal performance of the Common Stock. We are advocating the
immediate sale of the Company as we believe an assessment of worth by a
third-party buyer will create greater value for the Company's stockholders than
existing operations.

                     To avoid further deterioration of stockholder value, we
believe that the Pioneer Board must take immediate steps towards a sale of the
Company. The reasons we believe that the Company must be sold now are as
follows:

                  o        we believe that far too much capital (both human and
                           financial) has been diverted to businesses such as
                           gold mining and timber harvesting which have not
                           produced a return on investment and are unrelated to,
                           and geographically distant from, the Company's core
                           Pioneer Investment Management business segment;

                  o        based on Pioneer's small average fund size and low
                           Operating Income per Employee, we believe that
                           Pioneer's businesses are undersized and overstaffed,
                           and that it will become progressively more difficult
                           for the Company to compete on its own going forward;

                  o        prices that we have observed in recent sales of
                           similar businesses and trading ranges of peers
                           suggest that the current climate for sale of
                           financial services businesses, and the Company in
                           particular, is favorable; and

                  o        current management has shown itself incapable of
                           executing strategic change even after affirmatively
                           adopting it as a key objective.

                     While we were encouraged by the Company's recent
announcement that it has engaged two investment banking firms to assist the
Company in evaluating strategic alternatives, we believe that the Company's
history of failing to act decisively where business dispositions are concerned
has eroded the Company's credibility with analysts and the investment community.
In October of 1998, the Company hired an investment banking firm and announced


                                       3
<PAGE>
its intention to sell its gold mining operations in Ghana. As of April 6, 2000,
over 17 months later, no such disposition has occurred.

                     Management's lack of credibility with analysts and the
investment community, a critical commodity in the financial services business,
is evidenced by the market's response to the Company's February 11, 2000
announcement of its intention to hire two investment banking firms. The closing
price of the Common Stock was $16.78 per share on the day before the
announcement was made. The closing price of the Common Stock subsequently
increased a mere 2.8% to $17.25 per share by February 23, 2000, the day we filed
our preliminary proxy statement with respect to the Lens Group Nominees. We
believe that this minor price movement evidences doubt on the part of the
investment community as to whether or not the announcement will result in timely
action on the part of the Company's management and the Pioneer Board. We also
believe that the increase in the closing price of the Common Stock following the
filing of our preliminary proxy statement on February 23, to $19.88 per share on
February 24, 2000 (representing a 15.2% increase from the prior day's close),
and the subsequent price increases (with the Common Stock closing at $22.75 per
share on April 4, 2000) is largely attributable to our proxy filing, i.e., the
market's perception that the nomination and/or election of the Lens Group
Nominees increases the likelihood that the Company will be sold.

                     As more fully described below, WE HAVE ESTIMATED THAT THE
TOTAL VALUE OF PIONEER'S EQUITY, WHICH IS THE SUM OF OUR ESTIMATES OF THE EQUITY
VALUE OF EACH OF THE COMPANY'S THREE OPERATING SEGMENTS, COULD BE MORE THAN $29
PER SHARE AND AS MUCH AS $42 PER SHARE. Our estimated value of $29.24 per share
based on the trading values of comparable companies represents a premium of
28.5% from the closing price of $22.75 per share on April 4, 2000. This
estimated value does not include a control premium that might result from a
sale. The Pioneer Board has not taken, and has announced no plans that we
believe are likely to result in, the stockholders receiving comparable value for
their Common Stock in the foreseeable future. Consequently, we are advocating
that the Company be sold immediately to deliver this now-unrealized value to you
- - its stockholders, before any further deterioration in the stock price can
occur.

                WHY SHOULD YOU VOTE FOR THE LENS GROUP NOMINEES?

                     According to Bloomberg, L.P., over the two years ended
December 31, 1999, PIONEER WAS RANKED AS AMERICA'S WORST-PERFORMING
MONEY-MANAGEMENT STOCK. During what is perhaps the greatest bull market in
history, over the past five years, the Common Stock has significantly
underperformed both the Russell 3000 Index as well as its peer group index
(chosen by the Company, not us) consisting of 10 investment management companies
(which peer group, because it includes the Company, masks what is actually an
even larger shortfall in performance versus its peers). According to the
Company's 2000 preliminary proxy statement, $100 investments made on December
31, 1994 in the Russell 3000 Index and in the investment management peer group
index would have grown to $325 and $289, respectively, by December 31, 1999. A
similar $100 investment in the Company would be worth only $75.


                                       4
<PAGE>
                             YOUR VOTE IS IMPORTANT!
               TO VOTE FOR OUR NOMINEES PLEASE NOTE THE FOLLOWING:

                     ONLY YOUR LATEST DATED PROXY CARD WILL COUNT AT THE 2000
ANNUAL MEETING. THEREFORE, PLEASE DO NOT COMPLETE OR RETURN ANY PROXY CARD SENT
TO YOU BY THE COMPANY'S MANAGEMENT OR BOARD OF DIRECTORS.

                        ONLY SUBMIT THE GOLD PROXY CARD.

                     You are urged to sign and date the enclosed GOLD PROXY CARD
and return it in the enclosed envelope whether or not you attend the meeting.

                              REVOCATION OF PROXIES

                     You can revoke your proxy (whether such proxy was solicited
by us or the Company) at any time prior to its use at the 2000 Annual Meeting by
submitting to us or the Company a written revocation or duly executed proxy
bearing a later date. In addition, if you attend the 2000 Annual Meeting in
person, you can vote by ballot, thereby canceling any proxy previously given.
Proxies may be delivered to us, by hand or by mail, at:

                         Lens Investment Management, LLC
                             c/o MacKenzie Partners
                             156 Fifth Avenue, PH 3
                            New York, New York 10010


     THIS SOLICITATION IS BEING MADE BY THE LENS GROUP IN OPPOSITION TO THE
             INCUMBENT PIONEER BOARD AND MANAGEMENT OF THE COMPANY.

                     At each annual meeting of stockholders, all of the
directors of Pioneer are elected for one-year terms. The directors are elected
to hold office until the next annual meeting of stockholders and until the
election and qualification of their successors or until their earlier death,
resignation or removal. The Pioneer Board currently has nine directors, all of
whose terms will expire at the 2000 Annual Meeting. One current director,
Maurice Engleman, has decided not to stand for reelection at the 2000 Annual
Meeting. The Pioneer Board has announced that, as of the 2000 Annual Meeting, it
has fixed the number of directors at eight and has nominated the following eight
persons for election as directors at the 2000 Annual Meeting: John F. Cogan,
Jr., John D. Curtin, Jr., Alyce J. Lee, W. Reid Sanders, Alan J. Strassman,
Jaskaran S. Teja, David D. Tripple and John H. Valentine.

                     As indicated above, we intend to nominate five persons for
election as directors at the 2000 Annual Meeting. Because directors are elected
by a plurality vote, the eight nominees with the greatest number of shares voted
in favor of their election will be elected at the 2000 Annual Meeting.
Consequently, if all of our nominees are elected, three of the Company's
nominees would also be elected. If our nominees are elected, it is possible that


                                       5
<PAGE>
any or all of the Company's nominees who are also elected will choose to resign.
In such event, there would be vacancies on the Pioneer Board which, under
Pioneer's By-Laws, could be filled by the remaining directors or by stockholders
at the next annual meeting of stockholders or a special meeting of stockholders
called for this purpose. The Lens Group has no current plan or proposal to fill
any such vacancies but would give the matter due consideration if the
circumstance arises.

                     No assurance can be given that the Lens Group Nominees
would be able to successfully implement their plan to sell the Company if
elected to the Pioneer Board. The Lens Group, itself, does not intend to make
any offer to acquire the Company. The Lens Group Nominees could, in the future,
based upon their fiduciary duties and an evaluation of the Company's operations
and future plans, decide to pursue another course of action.

                     IF YOU HAVE ANY QUESTIONS ABOUT EXECUTING YOUR PROXY OR
REQUIRE ASSISTANCE, PLEASE CONTACT:

                               MACKENZIE PARTNERS
                             156 FIFTH AVENUE, PH 3
                            NEW YORK, NEW YORK 10010
                              CALL: (800) 322-2885
                                OR (212) 929-5500

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

                                    IMPORTANT

At the 2000 Annual Meeting, the Lens Group seeks to elect five nominees as
Directors of the Company.

A VOTE FOR OUR NOMINEES WILL PROVIDE YOU -- THE OWNERS OF THE COMPANY -- WITH A
MAJORITY OF THE PIONEER BOARD COMMITTED TO INCREASING STOCKHOLDER VALUE THROUGH
A SALE, MERGER OR OTHER DISPOSITION OF THE COMPANY OR ITS ASSETS TO THE HIGHEST
BIDDER PURSUANT TO AN AUCTION.

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

                        OUR REASONS FOR THE SOLICITATION

                     We are soliciting your votes for the Lens Group Nominees
because we believe: (i) the economic value of the Company is not reflected in
its market price, (ii) the Company's current strategies are deficient and (iii)
the Common Stock has had a dismal performance in recent years. Our reasons for
these beliefs are set forth below.

THE ECONOMIC VALUE OF PIONEER IS NOT REFLECTED IN ITS MARKET PRICE.

                     Based upon a preliminary analysis of Pioneer using only
publicly available information and without having conducted any solicitation of
third-party interest, we believe that the value the Company's stockholders could
receive in a sale or merger transaction involving Pioneer is likely to
substantially exceed the current trading range of the Common Stock. The
Company's strategy has required investment of valuable time and resources
outside of its core Pioneer Investment Management business segment. We believe


                                       6
<PAGE>
that this diffusion of Pioneer's focus has contributed to the dismal performance
of the Company's Common Stock. We are advocating that management take immediate
steps to sell the Company, as we believe an assessment of worth by a third-party
buyer will create greater value for the Company's stockholders than existing
operations.

                     The reasons we believe that the Company must be sold now
are as follows:

                  o        we believe that far too much capital (both human and
                           financial) has been diverted to businesses such as
                           gold mining and timber harvesting which have not
                           produced a return on investment and are unrelated to,
                           and geographically distant from, the Company's core
                           Pioneer Investment Management business segment;

                  o        based on Pioneer's small average fund size and low
                           Operating Income per Employee, we believe that
                           Pioneer's businesses are undersized and overstaffed,
                           and that it will become progressively more difficult
                           for the Company to compete on its own going forward;

                  o        prices that we have observed in recent sales of
                           similar businesses and trading ranges of peers
                           suggest that the current climate for sale of
                           financial services businesses, and the Company in
                           particular, is favorable; and

                  o        current management has shown itself incapable of
                           executing strategic change even after affirmatively
                           adopting it as a key objective.

                     Our assessment of Pioneer's real, or economic, value is
based upon our analysis of the Company's three business units:

                  o        PIONEER INVESTMENT MANAGEMENT ("PIONEER INVESTMENT"):
                           the Company's core business - U.S. registered and
                           offshore fund management, distribution and servicing
                           operation;

                  o        PIONEER INTERNATIONAL FINANCIAL SERVICES ("PIONEER
                           FINANCIAL"): the Company's international mutual fund
                           management, distribution and servicing business with
                           operations in Russia, Poland and the Czech Republic;
                           and

                  o        PIONEER GLOBAL INVESTMENTS ("PIONEER GLOBAL"): the
                           Company's gold mining, timber harvesting, European
                           venture capital and real estate management
                           operations.


                                       7
<PAGE>
                     ACCORDING TO OUR CALCULATIONS, BASED ON THE TRADING VALUES
OF COMPARABLE COMPANIES, THE TOTAL VALUE OF PIONEER'S EQUITY COULD EXCEED $29
PER SHARE IN A SALE. We believe that if a buyer simply paid the theoretical
public trading market values of each of the Company's three business segments,
WITHOUT A PREMIUM FOR CHANGE IN CONTROL OR POTENTIAL REVENUE AND COST SYNERGIES,
Pioneer Investment would be worth $25.51 per share, Pioneer Financial would be
worth $3.37 per share and that Pioneer Global would be worth $0.36 per share.
Our estimated value of $29.24 per share (i.e., the "sum of the parts")
represents a premium of 28.5% from the April 4, 2000 closing price of $22.75 per
share. The valuation "metrics" we used to calculate these estimated values are
described in Annex A, which is incorporated herein by reference.

                     WE BELIEVE THAT PROCEEDS TO STOCKHOLDERS IN A PRIVATE SALE
OF THE PIONEER INVESTMENT SEGMENT ALONE COULD EXCEED $38 PER SHARE. In 1999,
there were two private acquisitions of publicly held businesses that we believe
are comparable to the Pioneer Investment segment. The two transactions were the
acquisitions of Pilgrim Capital Corp. ("Pilgrim") by Reliastar Financial Corp.
and of PIMCO Advisors LP ("PIMCO") by Allianze AG. We believe these acquisitions
are comparable because both Pilgrim and PIMCO, like the Pioneer Investment
segment, manage mutual funds, offer equity-style fund products, utilize "load"
class fund shares and, at the time these transactions were announced, had
publicly traded securities and operations based in the United States. The
acquisitions of Pilgrim and of PIMCO were announced at multiples of 5.03 and
4.94 times trailing twelve month revenues, respectively. If applied to Pioneer
Investment, the sale price multiples generated in these acquisitions would
result in a valuation range of $37.99 to $38.70 per share for this segment of
the Company's business. We cannot guaranty that a transaction involving Pioneer
Investment would yield these same results because, among other things, the use
of a single valuation measurement could reduce the reliability of an estimate of
the potential worth of this segment. We believe, however, that these
transactions create a benchmark for stockholders to consider in evaluating our
belief that significant value exists in the Company that management has been
unable to realize. THEREFORE, BASED ON OUR ESTIMATES OF THE TRADING VALUES OF
$3.37 AND $0.36 PER SHARE FOR PIONEER'S OTHER TWO BUSINESS SEGMENTS, WE BELIEVE
THAT PROCEEDS TO STOCKHOLDERS FROM A PRIVATE SALE OF PIONEER INVESTMENT, AS WELL
AS A SALE OF PIONEER'S OTHER TWO OPERATING SEGMENTS, COULD REACH AS HIGH AS $42
PER SHARE.

THE COMPANY'S CURRENT STRATEGIES ARE DEFICIENT AND ARE DEPRESSING THE PRICE OF
THE COMMON STOCK.

                     We have invested our clients' money in, and caused certain
affiliated limited partnerships to invest in, the Common Stock because we
believe that the Company has superior product recognition, portfolio management
capacity and distribution capability. However, management and the Pioneer Board
have repeatedly failed to recognize and adequately address fundamental business
problems.


                                       8
<PAGE>
Management and the Pioneer Board have failed to act decisively in shedding
value-destroying operations.

                     We believe that the Company has been misallocating its
capital and human resources to ill-conceived foreign ventures where it has
neither the historical presence, the critical mass, nor the managerial expertise
to succeed. In addition, we believe that the Company has been extremely slow in
both recognizing the failure of these operations and in undertaking remedial
action by shedding value-destroying operations. For example:

                  o        Since 1986, the Company has invested approximately
                           $243 million in developing a gold mining venture in
                           Ghana. The result has been a near total loss.

                  o        Since 1993, the Company has expended approximately
                           $51 million to acquire timber equipment and
                           facilities in eastern Russia. Again, the result is a
                           near total loss.

                  o        Since 1995, the Company has lost an aggregate of
                           $15.4 million (amounting to $0.59 per share) in
                           Poland and an aggregate of $5.3 million (amounting to
                           $0.21 per share) since 1996 in the Czech Republic in
                           trying to establish mutual fund operations in those
                           countries. The Company has lost an additional $5.6
                           million (amounting to $0.22 per share) in its eastern
                           European venture capital operations.

                  o        The Company has also invested in real estate advisory
                           and management services businesses in Moscow and
                           Poland, all of which have produced losses.

                     Overall losses from these international ventures have taken
a serious toll on the Company's reported earnings. Since 1997, these losses
amount to $194 million (or $7.45 per share), as compared with net income of $103
million (or $4.02 per share) generated by the Company's profitable core Pioneer
Investment business. With the impairment to stockholders' equity, debt/total
capital has risen from 39% to 43% during 1999. The Company has announced on a
number of occasions its intent to sell, close down, or otherwise mitigate the
negative effects of these operations on its reported earnings. Despite these
promises, we believe that little by way of results has been forthcoming.

Management and the Pioneer Board have failed to focus on streamlining and
building the core Pioneer Investment business.

                     We believe that the Company has a valuable franchise in its
core Pioneer Investment business. The Pioneer Investment division has a history
of continuous cash generation and increasing profitability, and currently
manages and services some $24 billion in assets. We believe that growth in
assets under management, however, has suffered with the diversion of capital


                                       9
<PAGE>
resources and managerial talent to its foreign exploits. Amid one of the
greatest bull markets in U.S. history, and despite the Company's strong brand
recognition, according to Lens Group calculations derived from publications of
the Investment Company Institute, over the past decade the Company has grown at
less than one-half the industry average. We believe that focus has been lost and
opportunities to develop an institutional business, a stronger distribution
network and more highly-rated funds have been missed. We also believe that the
Company is managing its fund structure poorly. There are currently no fewer than
36 investment portfolios that have to be operated and serviced, or significantly
less than $1 billion per fund, with larger proportionate service costs. As a
consequence, Pioneer Investment's income before interest and taxes of $67,000
per employee is less than one-third of the peer average of $219,000 per employee
(according to the Lens Group's calculations). Assets under management per
employee are $30.0 million, which is 62% below the peer average.

Management and the Pioneer Board have failed to implement a management
succession plan.

                     The current President, Chief Executive Officer and Chairman
of the Board - one individual - has held these positions since 1962. He is 73
years of age. There is no apparent successor to replace him. We believe that
management depth is dangerously thin.

DISMAL STOCK PRICE.

                     We believe that the Company's stock price has spiraled
downward for far too long. BASED ON THE COMPANY'S OWN CALCULATION OF CUMULATIVE
TOTAL STOCKHOLDER RETURN PRESENTED IN THE COMPANY'S 2000 PRELIMINARY PROXY
STATEMENT, $100 HYPOTHETICAL INVESTMENTS MADE ON DECEMBER 31, 1994 IN THE
RUSSELL 3000 INDEX AND IN A PEER GROUP INDEX CONSISTING OF 10 INVESTMENT
MANAGEMENT COMPANIES (WHICH PEER GROUP, BECAUSE IT INCLUDES THE COMPANY, MASKS
WHAT IS ACTUALLY AN EVEN LARGER SHORTFALL IN PERFORMANCE VERSUS ITS PEERS) WOULD
HAVE GROWN TO $324.58 AND $288.77, RESPECTIVELY, BY DECEMBER 31, 1999. IN
CONTRAST, A $100 INVESTMENT IN THE COMPANY MADE ON DECEMBER 31, 1994, WOULD BE
WORTH ONLY $75.45 BY DECEMBER 31, 1999. In addition, the Company's stock price
has fallen from its peak of $33.375 on December 4, 1997, to a current level of
$22.75 as of April 4, 2000. This reflects a cumulative loss to stockholders of
31.8%. Perhaps most disturbing is that this performance occurred during a period
when the values represented by the S&P 500 INDEX, DOW JONES INDUSTRIAL AVERAGE
AND NASDAQ COMPOSITE INDEX ALL ROSE TO 158.5%, 144.1% AND 259.2% of their
respective levels on December 4, 1997.

                YOU HAVE A VOTE IN THE FUTURE OF YOUR INVESTMENT.
                        VOTE FOR THE LENS GROUP NOMINEES.

                     By running our own slate of nominees, we believe we are
giving you, the Company's stockholders, a choice. If you are satisfied with the
performance of your Company and its stock price, no doubt you will reelect the
Board's nominees. But, if you - like us - are not satisfied and believe that the


                                       10
<PAGE>
Company's stockholders would benefit from diligent efforts to sell the Company
at a premium to its current market value through an auction process, we urge you
to support our nominees. By electing the Lens Group Nominees, you would be
assured that a majority of the Pioneer Board would be committed to securing such
a sale, subject to its fiduciary duty.

                       INFORMATION REGARDING THE PROPOSAL

ELECTION OF DIRECTORS

                     We are soliciting your proxy for the election of the Lens
Group Nominees as Directors of the Company after we nominate them at the 2000
Annual Meeting to serve until their successors are duly elected and qualified.

                     On February 15, 2000, the Lens Group provided written
notice to the Company of its intent to nominate four persons for election to the
Pioneer Board. On March 17, 2000, the Lens Group provided written notice to the
Company of its intent to add an additional nominee so that, if elected, the Lens
Group Nominees will represent a majority of the Pioneer Board. Such notices were
provided pursuant to the Company's By-laws.

                     In accordance with the Company's Restated Certificate of
Incorporation and By-laws and the Delaware General Corporation Law, the size of
the Pioneer Board shall be fixed by a resolution of the Board of Directors.
Pioneer currently has nine Directors, all of whose terms will expire at the 2000
Annual Meeting. One current director, Maurice Engleman, has decided not to stand
for reelection at the 2000 Annual Meeting. The Pioneer Board has announced that,
as of the 2000 Annual Meeting, it has fixed the number of directors at eight.
The Lens Group Nominees, Richard A. Bennett, John P.M. Higgins, Robert B.
Holmes, Robert A.G. Monks and George W. Siguler, if elected, would each serve
terms expiring at the Company's next annual meeting of stockholders and until
his successor is elected and qualified or until his earlier death, resignation
or removal. We reserve the right to nominate additional candidates for any or
all available seats on the Pioneer Board at the 2000 Annual Meeting of
Stockholders. In addition, if any additional Directorships are to be voted upon
at the 2000 Annual Meeting, we reserve the right to nominate additional persons
to fill such positions. We do not expect that any of our nominees will be unable
to stand for election but, in the event that any of them are unable to do so,
shares represented by GOLD PROXY CARDS will be voted for the remaining Lens
Group Nominees. Furthermore, we reserve the right to nominate substitute or
additional persons if the Company makes or announces any changes to the By-laws
or takes or announces any other action that has, or if consummated would have,
the effect of disqualifying any of our nominees.

                     If the Lens Group Nominees are elected and take office as
Directors, they intend to discharge their duties in compliance with all
applicable legal requirements, including the general fiduciary obligations
imposed upon corporate directors.


                                       11
<PAGE>
                     LENS GROUP NOMINEES

                     Each of the Lens Group Nominees has consented to serve as a
Director if elected. There are no arrangements or understandings between any
such nominee and any other person pursuant to which he was selected as a Lens
Group Nominee. The information below concerning age, principal occupation,
directorships and beneficial ownership of Common Stock has been furnished by the
respective Lens Group Nominees.

<TABLE>
<CAPTION>
                                                                                             NUMBER OF        PERCENT
                                 PRESENT PRINCIPAL OCCUPATION AND PRINCIPAL                  SHARES OF          OF
NAME, BUSINESS                     OCCUPATIONS DURING LAST FIVE (5) YEARS;                   COMMON STOCK     COMMON
ADDRESS AND AGE                               DIRECTORSHIPS                                  OWNED            STOCK
- ---------------                               -------------                                  -----            -----
<S>                             <C>                                                          <C>               <C>
John P.M. Higgins               Principal in and President and Chief Investment              1,098,363(1)      4.1%
c/o Lens Investment             Officer of Lens (engaged primarily in the investment
  Management, LLC               management and investment advisory businesses) since
45 Exchange Street              1992; Director and President of Ram (engaged
Portland, ME 04101              primarily in the investment management and investment
Age 51.                         advisory businesses) since 1991; Alternate Director
                                of Hermes Lens Asset Management Ltd. (an investment
                                management and investment advisory business) since
                                1998; Director and Chairman of the Executive
                                Committee of Atlantic Bank, N.A. (a national bank)
                                from 1994 to 1997; Vice President of and responsible
                                for cross border mergers and acquisitions for Banque
                                de Gestion Privee (a French merchant bank) from 1987
                                to 1990; Vice President in charge of investments for
                                Lambert Brussels Capital Corp. (a financial services
                                company) from 1985 to 1987.

Robert B. Holmes                Principal in and Investment Committee Member for Lens        1,098,363(1)      4.1%
c/o Lens Investment             since 1992; Director of Dayton Superior Corp. (a
  Management, LLC               manufacturer of accessories used in concrete
45 Exchange Street              construction and paving) since 1996; Advisory
Portland, ME 04101              Director of Ripplewood Holdings, L.L.C. (a manager of
Age 68.                         private equity funds and other private investments)
                                since 1995; advisor to Nihon Nosan Koygo K.K. (a
                                grain and food products company) since 1998; Director
                                of Mitsubishi International Corp. (a worldwide
                                trading company) since 1990 and consultant since
                                1994; Director and Chairman of the Audit Committee of
                                Atlantic Bank, N.A. from 1994-1997; private investor.


                                       12
<PAGE>
Robert A.G. Monks               Principal in and participant in the management of            1,098,363(1)      4.1%
c/o Lens Investment             Lens since 1990; Director of Ram since 1989; Director
  Management, LLC               of Hermes Lens Asset Management Ltd. since 1998;
45 Exchange Street              Chairman of the Board of the Boston Company (a bank
Portland, ME 04101              holding company), and its wholly-owned subsidiary
Age 66                          Boston Safe Deposit and Trust Co. from 1979 to 1981
                                and a member of the Board of Directors thereof from
                                1975 to 1979; Principal in Gardner Associates (a
                                money manger) from 1965 to 1967; Director of Tyco
                                International Ltd. (a diversified manufacturing and
                                service company) from 1985 to 1994; private investor.

Richard A. Bennett              Director of Governance for Lens since 1997; Maine            1,098,363(1)      4.1%
c/o Lens Investment             State Senator since 1996; proprietor of the Bennett
Management, LLC                 Development Company (a research and public affairs
45 Exchange Street              consulting business) since 1992; sales manager of
Portland, ME 04101              Burlington Homes of Maine, Inc. (a manufactured
Age 36                          housing business) from 1995 to 1996.

George W. Siguler               Managing Director of Siguler Guff & Company (a               2,400(2)          *
c/o Siguler Guff & Company      private equity management firm) since 1995; director
630 Fifth Avenue                of NovaCare, Inc. (a healthcare services company)
New York, NY 10111              since 1986; director and officer of Venture Lending &
Age 51                          Leasing, Inc. (a private investment fund managed by
                                Siguler Guff & Company) since 1994; director of
                                Business Mortgage Investors, Inc. (a private real
                                estate investment trust) since 1992; managing
                                director of Mitchell Hutchins Institutional
                                Investors, Inc. (an investment management subsidiary
                                of PaineWebber, Inc.) and head of its private equity
                                group from 1991 to 1995; Executive Vice President of
                                Monarch Capital Corporation (a financial services
                                company) from 1985 to 1991; President of Associated
                                Capital Investors (a financial services company and a
                                subsidiary of Monarch Capital Corporation) from 1985
                                to 1991; member of the Visiting Committee of the
                                Harvard Medical School since 1986.
</TABLE>

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

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

(1)      Mr. Higgins is a client of Lens and Ram. Shares of Common Stock
         beneficially owned by Lens and Ram Trust Services, Inc. ("Ram") include
         27,560 shares purchased with investment funds of Mr. Higgins and his
         spouse and are held in a Lens Group-managed account. Mr. Monks is a
         client of Lens and Ram. Shares of Common Stock beneficially owned by
         Lens and Ram include 72,400 shares purchased with investment funds of
         Mr. Monks and his spouse and are held in a Lens Group-managed account.
         Mr. Bennett is a client of Lens and Ram. Shares of Common Stock
         beneficially owned by Lens and Ram include 1,662 shares purchased with
         investment funds of Mr. Bennett and his spouse and are held in a Lens
         Group-managed account. Mr. Holmes used his personal funds to purchase
         4,000 shares of Common Stock, which he owns as of the date hereof,
         which shares of Common Stock were not purchased at the direction of
         Lens or Ram. John B. Goodrich used his personal funds to purchase 2,150
         shares of Common Stock, which he owns as of the date hereof, which
         shares of Common Stock were not purchased at the direction of Lens or
         Ram. Barbara A. Sleasman used her personal funds to purchase 1,000
         shares of Common Stock, which she owns as of the date hereof, which
         shares were not purchased at the direction of Lens or Ram. William
         Schaffner used his personal funds to purchase 500 shares of Common
         Stock, which he owns as of the date hereof, which shares were not
         purchased at the direction of Lens or Ram. Lens is the direct
         beneficial owner of 777,916 shares of


                                       13
<PAGE>
         Common Stock (including 1,000 shares held of record by Lens II, L.P.).
         Ram is the direct beneficial owner of 312,797 shares of Common Stock.
         The Lens Group may be deemed to be the beneficial owner of 1,098,363
         shares of Common Stock in the aggregate, representing approximately
         4.1% of the outstanding shares of Common Stock (does not include shares
         beneficially owned by Mr. Siguler - see footnote 2). Other than with
         respect to purchases using personal funds, as set forth above, Mr.
         Higgins, Mr. Holmes, Mr. Monks and Mr. Bennett each disclaim beneficial
         ownership of all shares of Common Stock held by the Lens Group. Nothing
         herein shall be deemed to be an admission that any member of the Lens
         Group or the beneficial owners of any of the shares of Common Stock
         held of record by any participants in any proxy solicitation by the
         Lens Group pursuant to Regulation 14A under the Exchange Act,
         constitute a "group" within the meaning of Section 13(d) of the
         Securities Exchange Act of 1934, as amended, or the rules and
         regulations thereunder or of any provision of the Delaware General
         Corporation Law.

(2)      Includes shares held by the following trusts of which Mr. Siguler is
         the trustee: (a) the George W. Siguler Jr. Minority Trust, (b) the
         Charles A. Siguler Minority Trust and (c) the Emily A. Siguler Minority
         Trust. Because Mr. Siguler is a participant in a proxy solicitation
         with the members of the Lens Group set forth in footnote 1 above, he
         may be deemed to be acting in concert with them with respect to the
         Common Stock. Therefore, Mr. Siguler may be deemed to beneficially own
         the shares of Common Stock beneficially owned by them, and they may be
         deemed to beneficially own the shares of Common Stock beneficially
         owned by Mr. Siguler. Mr. Siguler and the other members of the Lens
         Group disclaim such beneficial ownership.

                     All transactions in securities of the Company engaged in by
any member of the Lens Group during the past two years are summarized in Annex
B, which is incorporated herein by reference.

                                  VOTE REQUIRED

                     The proposed election of Directors requires the affirmative
vote of a plurality of the shares of Common Stock of the Company having voting
power present in person or represented by proxy and entitled to vote thereon at
the 2000 Annual Meeting. The affirmative vote of the holders of a majority of
the votes cast at the meeting will be required to approve each other proposal.

                     The Company reported in its Preliminary Proxy Statement on
Schedule 14A for the 2000 Annual Meeting that there were 26,770,455 shares of
Common Stock outstanding as of March 24, 2000. Unless otherwise indicated, any
reference in this Proxy Statement to the percentage of outstanding shares of
Common Stock owned by any person was computed based upon this number of
outstanding shares. Each share of Common Stock is entitled to one vote.

                     Our Proxy Statement and a form of proxy will be delivered
to holders of at least the percentage of the Company's Common Stock required
under applicable law to carry the proposal.

                  METHOD OF COUNTING VOTES AND PROXY PROCEDURES

                     Votes will be counted and certified by independent
inspectors of election. Under the rules of the Securities and Exchange
Commission, boxes and a designated blank space are provided on the proxy card
for you to mark if you wish to vote "for" or "against" or "abstain" from voting


                                       14
<PAGE>
on one or more of the proposals, or to withhold authority to vote for one or
more of the nominees for Director. Delaware law and the Company's By-laws
require the presence of a quorum, in person or by proxy, consisting of at least
a majority of the outstanding shares of Common Stock at the 2000 Annual Meeting.
Abstentions and broker non-votes will be included in the number of shares of
Common Stock present or represented at the 2000 Annual Meeting for purposes of
determining whether a quorum exists. Votes withheld in connection with the
election of one or more of the nominees for director will not be counted as
votes cast for those individuals and will not affect the outcome of the
election. However, abstentions with respect to any proposal brought to a vote at
the 2000 Annual Meeting will have the same effect as a vote against such
proposal. Broker non-votes, which occur when brokers do not receive voting
instructions from their customers on non-routine matters, and consequently have
no discretion to vote on those matters, are treated as shares not present for
the purpose of the vote with respect to a specific proposal and therefore will
have no effect on the outcome of the vote on any such proposal.

                     If no directions are given and the signed GOLD PROXY CARD
is returned, the attorneys-in-fact appointed in the proxy will vote the shares
of Common Stock represented by any such GOLD PROXY CARD FOR the election of the
Lens Group Nominees and FOR the selection of Arthur Andersen LLP as the
Company's auditors for fiscal 2000. Lens knows of no other business to be
presented at the 2000 Annual Meeting, but if other matters do properly come
before the 2000 Annual Meeting, the attorneys-in-fact appointed in the proxy
will use their discretion to vote the shares of Common Stock represented by GOLD
PROXY CARDS in accordance with their best judgment on such matters.

                CERTAIN INFORMATION CONCERNING LENS AND THE OTHER
                        PARTICIPANTS IN THE SOLICITATION

                     Information is being given herein for (i) Lens, (ii) Ram
Trust Services, Inc. ("Ram"), (iii) Richard A. Bennett, a natural person and
nominee for the Board of Directors of the Company ("Bennett"), (iv) John P.M.
Higgins, a natural person and nominee for the Board of Directors of the Company
("Higgins"), (v) Robert B. Holmes, a natural person and nominee for the Board of
Directors of the Company ("Holmes"), (vi) John B. Goodrich, a natural person and
employee of Ram ("Goodrich"), (vii) Robert A.G. Monks, a natural person and
nominee for the Board of Directors of the Company ("Monks"), (viii) Barbara A
Sleasman, a natural person and member of Lens ("Sleasman"), (ix) William S.
Schaffner, a natural person and employee of Ram ("Schaffner") and (x) George W.
Siguler a natural person and nominee for the Board of Directors of the Company
("Siguler"), who are each a "participant in a solicitation" (collectively, the
"Participants") as defined under the proxy rules promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended.

                     Lens is a Maine limited liability company. Ram is a Maine
corporation. Lens and Ram are engaged primarily in the investment management and
investment advisory businesses and are owned and controlled by their common
management (as identified below). The principal place of business and principal


                                       15
<PAGE>
offices of both Lens and Ram are located at 45 Exchange Street, Suite 400,
Portland, Maine 04101. Lens also conducts business at 1200 G Street, N.W., Suite
800, Washington, D.C. 20005.

                     Each of Lens and Ram manages investment accounts for
clients, which include members of the management of Lens and Ram and affiliated
and associated persons as well as unaffiliated individual and institutional
clients. Additionally, Lens manages investment accounts for certain affiliated
limited partnerships. Each of Lens and Ram has caused investment accounts of
certain of its clients and limited partnerships (collectively, "Clients"), over
which it has discretion, to acquire Common Stock. The Lens Group has voting and
dispositive power over the Common Stock held in these accounts and by these
limited partnerships and, accordingly, may be deemed the beneficial owner for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), of such Common Stock. Except for such deemed beneficial
ownership and except as described herein, neither Lens nor Ram, nor any of their
members or associates or such members' associates, own any Common Stock or other
securities of the Company.

                     Goodrich is employed as a Research Director by Ram, which
position constitutes his principal occupation. Goodrich's business address is
c/o Ram Trust Services, Inc., 45 Exchange Street, Portland, Maine 04101.

                     Sleasman is a member of and participates in the management
of Lens. Sleasman's business address is c/o Lens Investment Management, LLC, 45
Exchange Street, Portland, Maine 04101.

                     Schaffner is a director of Ram, as well as its Treasurer
and Secretary. Schaffner's business address is c/o Ram Trust Services, Inc., 45
Exchange Street, Portland, Maine 04101.

                     The name, business address, position and principal
occupation of each of the Members of Lens is as follows:

    Name and Business Address             Position and Principal Occupation
    -------------------------             ---------------------------------

    John P.M. Higgins                     Member/Management Participant
    45 Exchange Street
    Portland, ME  04101

    Robert A.G. Monks                     Member/Management Participant
    45 Exchange Street
    Portland, ME  04101

    Nell Minow                            Member/Management Participant
    1200 G Street, NW
    Suite 800
    Washington, DC  20005


                                       16
<PAGE>
    Robert B. Holmes                      Member/Management Participant
    45 Exchange Street
    Portland, ME  04101

    Barbara A. Sleasman                   Member
    1200 G Street, NW
    Suite 800
    Washington, DC  20005


                     The principal occupation of each of the individuals listed
above is participation in the management of Lens and Ram.

                     The name, business address, position and principal
occupation of each of the Members of Ram is as follows:


   Name and Business Address           Position and Principal Occupation
   -------------------------           ---------------------------------

   John P.M. Higgins                   President, Chief Executive Officer,
   45 Exchange Street                  Director and Controlling Stockholder
   Portland, ME  04101

   Robert A.G. Monks                   Director
   45 Exchange Street
   Portland, ME  04101

   William F.K. Monks                  Director
   45 Exchange Street
   Portland, ME  04101

   William S. Schaffner                Secretary, Treasurer and Director
   45 Exchange Street
   Portland, ME  04101

                     The principal occupation of each of the individuals listed
above is participation in the management of Ram and/or Lens.

                     As of the date hereof, Lens and Ram, collectively, have
caused their Clients to expend $17,860,449 of the Clients' investment funds to
purchase a total of 1,090,713 shares of Common Stock.

                     Holmes is a Client of the Lens Group, and the shares of
Common Stock beneficially owned by Lens and Ram as identified herein include
shares purchased with investment funds of Holmes and his wife held in a Lens
Group-managed account. Holmes has separately used his personal funds to purchase
the 4,000 additional shares of Common Stock owned by him as of the date hereof,
which additional shares of Common Stock are not held in a Lens Group-managed
account and were not purchased at the direction of the Lens Group. Because of
Holmes' relationship with Lens and Ram, he may be deemed to be acting in concert


                                       17
<PAGE>
with respect to the Common Stock with them and may be deemed to beneficially
own, for purposes of Section 13(d) of the Exchange Act, the shares of Common
Stock beneficially owned by them, and vice versa. Holmes, Lens and Ram disclaim
such beneficial ownership.

                     Goodrich is a Client of the Lens Group and the shares of
Common Stock beneficially owned by Lens and Ram as identified herein include
shares purchased with investment funds of Goodrich held in a Lens Group-managed
account. Goodrich used his personal funds to purchase 2,150 shares of Common
Stock which he owns as of the date hereof, which shares of Common Stock were not
purchased at the direction of the Lens Group. Because of Goodrich's relationship
with Lens and Ram, he may be deemed to be acting in concert with respect to the
Common Stock with them and may be deemed to beneficially own for purposes of
Section 13(d) of the Exchange Act the shares of Common Stock beneficially owned
by them, and vice versa. Goodrich, Lens and Ram disclaim such beneficial
ownership.

                     Higgins is a Client of the Lens Group, and the shares of
Common Stock beneficially owned by Lens and Ram as identified herein include
shares purchased with investment funds of Higgins and his spouse held in a Lens
Group-managed account. Because of Higgins' relationship with Lens and Ram, he
may be deemed to be acting in concert with respect to the Common Stock with them
and may be deemed to beneficially own for purposes of Section 13(d) of the
Exchange Act the shares of Common Stock beneficially owned by them. Higgins,
Lens and Ram disclaim such beneficial ownership.

                     Monks is a Client of the Lens Group, and the shares of
Common Stock beneficially owned by Lens and Ram as identified herein include
shares purchased with investment funds of Monks and his spouse held in a Lens
Group-managed account. Because of Monks' relationship with Lens and Ram, he may
be deemed to be acting in concert with respect to the Common Stock with them and
may be deemed to beneficially own for purposes of Section 13(d) of the Exchange
Act the shares of Common Stock beneficially owned by them. Monks, Lens and Ram
disclaim such beneficial ownership.

                     Bennett is a Client of the Lens Group, and the shares of
Common Stock beneficially owned by Lens and Ram as identified herein include
shares purchased with investment funds of Bennett and his spouse held in a Lens
Group-managed account. Because of Bennett's relationship with Lens and Ram, he
may be deemed to be acting in concert with respect to the Common Stock with them
and may be deemed to beneficially own for purposes of Section 13(d) of the
Exchange Act the shares of Common Stock beneficially owned by them. Bennett,
Lens and Ram disclaim such beneficial ownership.

                     Sleasman is a Client of the Lens Group, and the shares of
Common Stock beneficially owned by Lens and Ram as identified herein include
shares purchased with investment funds of Sleasman and her spouse held in a Lens
Group-managed account. Sleasman used her personal funds to purchase 1,000 shares
of Common Stock which she owns as of the date hereof, which shares of Common
Stock were not purchased at the direction of the Lens Group. Because of
Sleasman's relationship with Lens and Ram, she may be deemed to be acting in
concert with respect to the Common Stock with them and may be deemed to


                                       18
<PAGE>
beneficially own for purposes of Section 13(d) of the Exchange Act the shares of
Common Stock beneficially owned by them. Sleasman, Lens and Ram disclaim such
beneficial ownership.

                     Schaffner is a Client of the Lens Group, and the shares of
Common Stock beneficially owned by Lens and Ram as identified herein include
shares purchased with investment funds of Schaffner and his spouse held in a
Lens Group-managed account. Schaffner used his personal funds to purchase 500
shares of Common Stock which he owns as of the date hereof, which shares of
Common Stock were not purchased at the direction of the Lens Group. Because of
Schaffner's relationship with Lens and Ram, he may be deemed to be acting in
concert with respect to the Common Stock with them and may be deemed to
beneficially own for purposes of Section 13(d) of the Exchange Act the shares of
Common Stock beneficially owned by them. Schaffner, Lens and Ram disclaim such
beneficial ownership.

                     No Participant or any of their respective associates owns
any securities of the Company of record but not beneficially.

                     Mr. Monks is the uncle of Mr. Higgins.

                     None of the Participants or any of their respective
associates has any arrangement or understanding with any person with respect to
(i) any future employment with the Company or its affiliates or (ii) any future
transactions to which the Company or any of its affiliates will or may be a
party.

               CERTAIN INTERESTS IN THE PROPOSAL AND WITH RESPECT
                           TO SECURITIES OF THE ISSUER

                     To the knowledge of the Lens Group, no member of the Lens
Group nor any of such members' associates, or controlling persons thereof, has
any direct or indirect economic or other interests in the proposal which differ
in any way from the other stockholders of the Company.

                     As part of their client relationships, Lens and Ram have
the power to direct the voting and the disposition of shares of Common Stock
owned by their respective clients in the accounts they manage or held by
affiliated limited partnership pursuant to written investment management
agreements with such clients and limited partnerships. Under such agreements,
Lens' compensation for its services thereunder may include a share in the
appreciation earned by such investments and, accordingly, Lens' compensation for
its services thereunder may vary with the value of the assets (including any
Common Stock) under its management. None of such agreements, however, requires
that such accounts be invested in securities of the Company or include in their
provisions any terms specifically relating to or varying with the investment of
the accounts in securities of the Company. Mr. Holmes has entered into an
investment management agreement with Ram in his capacity as a client of Ram, has
an ownership interest in Lens and participates in its management. Mr. Goodrich
has entered into an investment management agreement with Ram in his capacity as
a client of Ram and is an employee of Ram. Mr. Monks has entered into an


                                       19
<PAGE>
investment management agreement with Ram, has an ownership interest in Lens and
participates in the management of each of Lens and Ram. Mr. Higgins has entered
into an investment management agreement with Ram, has an ownership interest in
Lens and Ram and participates in the management of each of Lens and Ram. Ms.
Sleasman has entered into an investment management agreement with Ram, has an
ownership interest in Lens and participates in the management of Lens. Mr.
Bennett has entered into an investment management agreement with Ram and
participates in the management of Lens. Mr. Schaffner has entered into an
investment management agreement with Ram and participates in the management of
Lens.

                     To the knowledge of the Lens Group, except as set forth
herein, within the past year, there have been no contracts, arrangements or
understandings between or among any of the members of the Lens Group or their
respective associates or controlling persons or between any members of the Lens
Group and any other person with respect to any securities of the Company,
including but not limited to, joint ventures, loan or option agreements, puts or
calls, guarantees against loss, or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies.

                     Lens, the other Participants, and each of their affiliates
and associates, intend to vote any shares of Common Stock that they beneficially
own in accordance with the recommendations of the Lens Group set forth herein.

                        PRINCIPAL OWNERS OF COMMON STOCK

                     The following table sets forth, as of March 1, 2000, based
solely, except as otherwise indicated herein, on the information contained in
the Company's preliminary Proxy Statement for the 2000 Annual Meeting, the
number of outstanding shares of Common Stock beneficially owned by each person
known to the Lens Group as of such date to be the beneficial owner of more than
five percent (5%) of the outstanding shares of Common Stock, each Director, each
of the executive officers named in the executive compensation table of such
definitive Proxy Statement and all executive officers and directors as a group.
For purposes of the following table, John F. Cogan, Jr., David D. Tripple,
Stephen G. Kasnet, William H. Smith, Jr. and Alicja K. Malecka are referred to
as the "named executive officers."

                     Except as otherwise noted in a footnote below, each
Director, nominee and executive officer has sole voting and investment power
with respect to the number of shares of Common Stock set forth opposite his or
her name in the table.




                                       20
<PAGE>
<TABLE>
<CAPTION>
                                                                                                          PERCENT OF SHARES OF
NAME AND ADDRESS OF BENEFICIAL OWNER,                                                                         COMMON STOCK
   EXECUTIVE OFFICER OR DIRECTOR                NUMBER OF SHARES (1)            NATURE OF OWNERSHIP (1)       OUTSTANDING (2)
   -----------------------------                --------------------            -----------------------       ---------------
<S>                                             <C>                             <C>                           <C>
John F. Cogan, Jr.
      60 State Street                              2,345,294    (3)                    Direct                      8.67%
      Boston, MA 02109                             1,277,708    (4)                    Indirect                    4.73%

Southeastern Asset
 Management, Inc.
      6410 Poplar Avenue
      Suite 900
      Memphis, TN 38119                            4,891,000    (5)                    Indirect                    18.29%

Gabelli Funds, Inc.
      One Corporate Center
      Rye, NY 10580                                3,002,375    (6)                    Indirect                    11.23%

David D. Tripple                                   346,005      (3)                    Direct                      1.29%

John D. Curtin, Jr.                                        ___                            ___                       ___

Alyce J. Lee                                               ___                            ___                       ___

W. Reid Sanders                                            ___                            ___                       ___

Alan J. Strassman                                  20,000       (3)                    Direct                        *

Jaskaran S. Teja                                   27,936       (3)                    Direct                        *

John H. Valentine                                  4,000                               Direct                        *

Stephen G. Kasnet                                  54,765       (3)                    Direct                        *

Alicja K. Malecka                                  124,654      (3)                    Direct                        *

William H. Smith, Jr.                              316,448      (3)                    Direct                      1.18%


All directors and executive officers as a          3,239,102    (3)                    Direct                      11.75%
group (15 persons)                                 1,277,708    (4)                    Indirect                    4.64%

</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 April 30, 2000.

(3)      Includes shares of Common Stock that the listed person has the right to
         acquire under outstanding options that are exercisable on or before
         April 30, 2000, including 307,000 shares for Mr. Cogan; 189,500 shares
         for Mr. Tripple; 20,000 shares for Mr. Strassman; 22,800 shares for Dr.


                                       21
<PAGE>
         Teja; 38,000 shares for Mr. Kasnet; 92,000 shares for Ms. Malecka;
         145,000 shares for Mr. Smith; and 833,299 shares for all directors and
         executive officers as a group.

(4)      Includes an aggregate of 1,167,410 shares of Common Stock held by
         family trusts of which Mr. Cogan is the sole trustee and with respect
         to which he has sole voting and investment power. Includes an aggregate
         of 74,340 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. Includes
         35,958 shares of Common Stock held for the benefit of Mr. Cogan in the
         Company's deferred compensation plan, over which shares Mr. Cogan
         exercises no voting power and sole investment power.

(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. 13 to Schedule 13G dated
         February 4, 2000 with respect to shares held on February 4, 2000.

(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. 8 to Schedule 13D dated March 2, 2000 with respect to
         shares held on February 29, 2000.


                          PROXY SOLICITATION; EXPENSES

                     Proxies may be solicited by members of the Lens Group and
partners and employees of members of the Lens Group by mail, telephone,
telecopier, the Internet and personal solicitation. Regular employees and
members of the Lens Group and their affiliates may be used to solicit proxies
and, if used, will not receive additional compensation for such efforts. Banks,
brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward the solicitation material of the Lens Group to their
customers for whom they hold shares of Common Stock, and the Lens Group will
reimburse them for their reasonable out-of-pocket expenses. In addition, the
Lens Group has retained MacKenzie Partners ("MacKenzie") to assist in the
solicitation of proxies for a fee of $30,000 plus out-of-pocket expenses.
MacKenzie will employ approximately 35 people to solicit the Company's
stockholders. In addition to the solicitation of proxies from, and delivery of
information to, Pioneer stockholders, it is contemplated that MacKenzie will,
provide advisory services as requested pertaining to the solicitation of
proxies. The Lens Group also contemplates indemnifying MacKenzie against certain
liabilities and expenses relating to the proxy solicitation.

                     The entire expense of preparing, assembling, printing and
mailing this Proxy Statement and related materials, and the cost of soliciting
proxies for the proposals endorsed by the Lens Group will be borne by the Lens
Group. We estimate such expenses to be $200,000 (including professional fees and
expenses, but excluding any costs represented by salaries and wages of regular
employees of the Lens Group and its affiliates). The total expenditures incurred
to date have been approximately $100,000, to be paid by us. We do not intend to
seek reimbursement from the Company for our expenses.


                                       22
<PAGE>
                             ADDITIONAL INFORMATION

                     The principal executive offices of Pioneer are located at
60 State Street, Boston, Massachusetts, 02109. Except as otherwise noted herein,
the information concerning Pioneer has been taken from or is based upon
documents and records on file with the Securities and Exchange Commission and
other publicly available information. Although we do not have any knowledge that
would indicate that any statement contained herein based upon such documents and
records is untrue, we do not take any responsibility for the accuracy or
completeness of the information contained in such documents and records, or for
any failure by Pioneer to disclose events that may affect the significance or
accuracy of such information.

              STOCKHOLDERS' PROPOSALS IN COMPANY'S PROXY STATEMENT

                     The Company's By-laws require that notice of nominations to
the Board of Directors proposed by stockholders be received by the Secretary of
the Company, along with certain other specified material, not less than 60 nor
more than 90 days prior to the annual meeting of stockholders; provided,
however, that if less than 70 days' notice or prior public disclosure of the
date of the meeting is provided to stockholders, such notification must be
provided to the Secretary not later than the close of business on the 10th day
following the day on which the notice of meeting was mailed or public disclosure
thereof was provided, whichever occurs first.

                     Information concerning the date by which proposals of
security holders intended to be presented at the next annual meeting of
Pioneer's stockholders must be received by the Company for inclusion in the
Pioneer Proxy Statement and form of proxy for that meeting is contained in the
Pioneer Proxy Statement and is incorporated herein by reference.

                     PLEASE INDICATE YOUR SUPPORT OF THE LENS GROUP NOMINEES BY
COMPLETING, SIGNING AND DATING THE ENCLOSED GOLD PROXY CARD AND RETURN IT
PROMPTLY TO LENS IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE
ENVELOPE IS MAILED IN THE UNITED STATES.

Dated:  April 10, 2000
                                        Sincerely,
                                        Your Fellow Stockholder,


                                        Lens Investment Management, LLC



                                       23
<PAGE>
                                     ANNEX A

                     Our estimated value of the Pioneer Investment operating
segment represents a simple average, applying the mean peer multiple, using
seven valuation metrics. We have assumed that Pioneer's "peer" group for its
Pioneer Investment operating segment consists of the following companies: Eaton
Vance Corp ("Eaton"), Franklin Resources, Inc. ("Franklin"), Gabelli Asset
Management Inc. ("Gabelli"), SEI Corp ("SEIC"), T. Rowe Price Associates Inc.
("TROW"), United Asset Management Corp. ("UAM") and Waddell & Reed Financial
Inc. ("WDR"). We believe that averaging the seven valuation methods, as opposed
to utilizing one over the others, provides a more accurate range of implied
values.

                     The valuation "metrics" we used to calculate the average
estimated value of the Pioneer Investment operating segment consisted of the
following:

         o        PRICE/TRAILING TWELVE MONTH ("TTM") SALES. This multiple is
                  equal to the market price per share as of March 31, 2000
                  divided by the trailing twelve month sales per share through
                  the quarter ending December 31, 1999, except for Eaton, which
                  is through the quarter ending January 31, 2000. For Pioneer's
                  peers, the Price/TTM Sales multiples were: Eaton - 4.06x;
                  Franklin - 3.68x; Gabelli - 2.89x; SEIC - 4.41x; TROW - 4.56x;
                  UAM - 1.12x; WDR - 7.04x. The TTM sales per share for Pioneer
                  Investment, through December 31, 1999, was $7.62 (net revenues
                  and sales for this segment divided by 26,770,455 actual shares
                  outstanding). The mean peer multiple is 3.97x. Thus, the Lens
                  estimated value of "Pioneer Investment" using Price/TTM Sales
                  is $30.20 per share (i.e., $7.62 multiplied by 3.97).

         o        PRICE/TTM NET INCOME. This multiple is equal to the market
                  price per share as of March 31, 2000 divided by the trailing
                  twelve month's net income per share through the quarter ending
                  December 31, 1999, except for Eaton, which is through the
                  quarter ending January 31, 2000. For Pioneer's peers, the
                  Price/TTM Net Income multiples were: Eaton - 16.9x; Franklin -
                  15.8x; Gabelli - 11.1x; SEIC - 30.0x; TROW - 19.8x; UAM -
                  16.2x; WDR - 27.6x. The TTM net income per share for Pioneer
                  Investment, through the quarter ending December 31, 1999, was
                  $1.32 per share (net income before change in accounting
                  principle divided by actual shares outstanding). The mean peer
                  multiple is 19.6x. Thus, the Lens estimated value of "Pioneer
                  Investment" using Price/TTM Net Income per share is $25.92 per
                  share (i.e., $1.32 multiplied by 19.6).

         o        PRICE/ESTIMATED CALENDAR YEAR ("CY00") NET INCOME. This
                  multiple is equal to the market price per share as of March
                  31, 2000 divided by the estimated calendar year 2000 earnings
                  per share. Lens estimated the calendar year 2000 earnings per
                  share for the aforementioned "peer" group using the FirstCall
                  consensus earnings estimates as of March 31, 2000. For
                  Pioneer's peers, the P/CY00 Net Income multiples were as
                  follows: Eaton - 13.9x; Franklin - 14.2x; Gabelli - 10.3x;
                  SEIC - 25.0x; TROW - 18.5x; UAM - 13.3x; WDR - 19.0x. The CY00


                                      A-1
<PAGE>
                  net income per share for Pioneer Investment, as estimated by
                  Lens, is $1.41 per share (estimated net income before change
                  in accounting principle divided by actual shares outstanding).
                  The mean peer multiple is 16.3x. Thus, the Lens estimated
                  value of "Pioneer Investment" using P/CY00 Net Income per
                  share is $23.07 per share (i.e., $1.41 multiplied times 16.3).


         o        PRICE/ESTIMATED CY01 NET INCOME. This multiple is equal to the
                  market price per share as of March 31, 2000 divided by the
                  estimated calendar year 2001 earnings per share. Lens
                  estimated the calendar year 2001 earnings per share for the
                  aforementioned "peer" group using the FirstCall consensus
                  earnings estimates as of March 31, 2000. For Pioneer's peers,
                  the P/CY01 Net Income multiples were as follows: Eaton -
                  12.1x; Franklin - 12.6x; Gabelli - 8.6x; SEIC - 19.4x; TROW -
                  16.3x; UAM - 11.7x; WDR - 16.7x. The CY01 net income per share
                  for Pioneer Investment, as estimated by Lens, is $1.48 per
                  share (estimated net income divided by actual shares
                  outstanding). The mean peer multiple is 13.9x. Thus, the Lens
                  estimated value of "Pioneer Investment" using P/CY01 Net
                  Income per share is $20.63 per share (i.e., $1.48 multiplied
                  times 13.9).

         o        EV/TTM IBIT. This multiple is equal to the "Enterprise Value"
                  (market value of common stock as of March 31, 2000 plus
                  minority interest capital plus total debt less cash and cash
                  equivalents) divided by the trailing twelve month's IBIT
                  (income from continuing operations before taxes and interest
                  expense) through the quarter ending December 31, 1999, except
                  for Eaton, which is through the quarter ending January 31,
                  2000. For Pioneer's peers, the EV/TTM IBIT multiples were as
                  follows: Eaton - 10.2x; Franklin - 11.3x; Gabelli - 5.5x; SEIC
                  - 17.7x; TROW - 10.7x; UAM - 9.9x; WDR - 18.1x. The TTM IBIT
                  for Pioneer Investment, through December 31, 1999, was $54.0
                  million. The mean peer multiple is 11.9x. Thus, the Lens
                  estimated value of "Pioneer Investment" using EV/TTM IBIT is
                  $23.98 per share (i.e., $54.0 million multiplied times 11.9
                  less $0 debt and minority interest capital plus $0 cash
                  divided by actual shares outstanding).

         o        EV/TTM IBITDA. This multiple is equal to the Enterprise Value
                  (market value of common stock as of March 31, 2000 plus
                  minority interest capital plus total debt less cash and cash
                  equivalents) divided by the trailing twelve month's IBITDA
                  (income from continuing operations before taxes, interest
                  expense and depreciation and amortization expense) through the
                  quarter ending December 31, 1999, except for Eaton, which is
                  through the quarter ending January 31, 2000. For Pioneer's
                  peers, the EV/TTM IBITDA multiples were as follows: Eaton -
                  10.1x; Franklin - 8.8x; Gabelli - 5.4x; SEIC - 15.5x; TROW -
                  9.9x; UAM - 5.6x; WDR - 17.4x. The TTM IBITDA for Pioneer
                  Investment, through December 31, 1999, was $67.4 million. The
                  mean peer multiple is 10.4x. Thus, the Lens estimated value of
                  "Pioneer Investment" using EV/TTM IBITDA is $26.16 per share


                                      A-2
<PAGE>
                  (i.e., $67.4 million multiplied times 10.4 less $0 debt and
                  minority interest capital plus $0 cash divided by actual
                  shares outstanding).


         o        PRICE/ASSETS UNDER MANAGEMENT ("AUM"). This multiple is equal
                  to the market price per share divided by the amount of assets
                  the company manages on behalf of its clients, as of the latest
                  available date, on a per share basis. This ratio is expressed
                  as a percent. For Pioneer's peers, the Price/AUM percentages
                  were as follows: Eaton - 3.6%; Franklin - 3.5%; Gabelli -
                  2.3%; SEIC - 3.1%; TROW - 2.6%; UAM - 0.5%; WDR - 6.5%. The
                  latest available assets under management attributed to
                  Pioneer's Pioneer Investment segment were $899.2 per share.
                  The mean peer percentage is 3.2%. Thus, the Lens estimated
                  value of "Pioneer Investment" using Price/AUM is $28.63 per
                  share (i.e., $899.2 per share multiplied times 3.2%).

                     We believe the comparable trading and sale metrics we
assigned to the Company's Pioneer Investment segment are appropriate for the
following reasons:

                  o        Pioneer Investment was one of the first U.S. mutual
                           fund families;

                  o        its use of broad distribution channels;

                  o        the laudable performance of Pioneer's mutual funds,
                           particularly its growth and value-style equity and
                           high-yield fixed income; and

                  o        its substantial assets under management suggests
                           significant ability to generate operating cash flow.

                     The valuation "metrics" we used to calculate the estimated
value of the Pioneer Financial operating segment consisted of the following:

         o        RUSSIAN FINANCIAL SERVICES ("RFS") - $1.13 PER SHARE.
                  Calculated by applying Pioneer Financial's 51% ownership to
                  RFS assets believed to be valued at $60.6 million, then
                  dividing this total by actual shares outstanding.

         o        POLISH PENSION FUND OPERATION -- $1.74 PER SHARE. Calculated
                  by dividing the price Nationwide Financial Services Inc.
                  ("Nationwide") paid to acquire an ownership stake of Pioneer's
                  Polish Pension Fund Operation, by the ownership percentage
                  Nationwide received, subtracting the amount that Nationwide
                  paid. Thus, the Lens estimated value of Pioneer's stake in its
                  Polish Pension fund operation is the $20 million Nationwide
                  paid divided by the 30% ownership Nationwide received, less
                  the $20 million Nationwide owns, divided by actual shares
                  outstanding.

         o        POLISH MUTUAL FUND OPERATION -- $0.25 PER SHARE. This assumes
                  that the segment is worth 2% of the estimated assets under
                  management per share. ($12.63 per share, which equals $338
                  million in assets under management divided by actual shares
                  outstanding, then multiplied by 2%, resulting in $0.25 per
                  share).


                                      A-3
<PAGE>
         o        CZECH REPUBLIC MUTUAL FUND OPERATION -- $0.08 PER SHARE. This
                  assumes that the segment is worth 2.1% of the estimated assets
                  under management per share ($3.74 per share, which equals $100
                  million in assets under management divided by actual shares
                  outstanding, then multiplied by 2.1%, resulting in $0.08 per
                  share).

         o        ASIAN MUTUAL FUND JOINT VENTURE -- $0.17 PER SHARE. This
                  assumes that the entire operation is valued at 2% of estimated
                  assets under management, or $9.5 million (assuming $475
                  million under management, Pioneer's 48% interest would be
                  worth $4.5 million, or $0.17 per share ($4.5 million divided
                  by actual shares outstanding)).

                     The valuation "metrics" we used to calculate the estimated
value of the Pioneer Global operating segment consisted of the following:

         o        GOLD MINING OPERATION. Lens estimates the annual operating
                  earnings (net income plus depreciation and amortization
                  expense) of Pioneer's gold mining operation at $2.3 million
                  (equal to operating earnings for the twelve months ended March
                  31, 1999). According to company reports, they are currently in
                  negotiations to sell this operation. We estimate that the
                  company could receive 4.4x our estimated operating earnings.
                  This would equal $10.3 million ($2.3 million multiplied times
                  4.4), or $0.34 per share after giving consideration to
                  holdings of a minority investor ($10.3 million multiplied by
                  90%, which is equal to $9.3 million, then divided by actual
                  shares outstanding).

         o        TIMBER OPERATION. According to company reports, they are
                  currently in negotiations to sell this operation. Lens
                  believes that because Pioneer has incurred operating losses
                  (net loss plus depreciation and amortization expense) each
                  fiscal year the company has operated this segment, no such
                  sale will be consummated. We note that this operation has $5.0
                  million of bank debt ($0.19 per actual share outstanding) for
                  which it is liable. Thus, we have subtracted $0.19 per share
                  from our overall Pioneer Global value of $0.55 per share.

         o        VENTURE CAPITAL OPERATION. According to company reports, this
                  segment has $51.1 million in assets. Of this $51.1 million,
                  $11.2 million is reported to be "cash equivalent" assets and
                  the remaining $39.9 million is invested securities with a
                  market value believed by Pioneer to be $39.9 million.
                  Pioneer's share of these operations is worth $4.6 million or
                  $0.17 per share ($51.1 million in assets less the $46.5
                  million minority interest).

         o        REAL ESTATE SERVICES OPERATION. Lens estimates the value of
                  this segment of the Company's operations using a Price/TTM
                  Sales multiple we believe is appropriate. Price/TTM Sales is
                  defined as market price per share divided by the trailing
                  twelve month sales per share of this segment, through the


                                      A-4
<PAGE>
                  period ending December 31, 1999. The trailing twelve month
                  sales per share through December 31, 1999 was $0.06 per share
                  ($1.5 million divided by actual shares outstanding). We
                  believe that if Pioneer were to sell this operation, they
                  could possibly receive 0.50x the sales per share of the
                  operation. Thus, we believe the operation has a value of $0.03
                  per share to Pioneer.

                     In conducting our analysis, we reviewed publicly available
information, including relevant industry market research studies and company
research reports, as well as key economic and market indicators, including
interest rates and general stock market performance. While our business as
investment managers involves assessing the estimated worth of publicly traded
companies on a daily basis, we do not regularly engage in the valuation of
companies involved in some of the industries that Pioneer is in, such as U.S.
and European asset management, gold mining, timber harvesting, commercial real
estate services and venture capital.

                     The foregoing notes do not purport to be a complete
description of the analyses performed by us. Estimating the value of a company
is a complex process. We believe that our analysis must be considered as a
whole, and that selecting portions of such analysis without considering all
factors would create an incomplete view of the processes underlying our opinion.
We did not attempt to assign specific weights to particular measurement metrics.
In addition, our analyses were based solely on publicly available information
and we have not conducted any solicitation of third-party interest in Pioneer or
its three business segments. However, there were no specific factors reviewed by
us that did not support our opinion that the current management team of the
Company has not unlocked the potential stockholder value of the Company. Any
estimates contained in our analyses are not necessarily indicative of actual
values, which may be significantly more or less favorable than as set forth
therein.





                                      A-5
<PAGE>
                                    ANNEX B

                     The following is a summary of all transactions in Company
securities by the Participants over the last two years.


DATE OF TRANSACTION        NATURE OF TRANSACTION             NUMBER OF SHARES
- -------------------        ---------------------             ----------------

      5/12/99                 Purchase by Ram                       50

      6/21/99                 Purchase by Ram                       20

      6/22/99                 Purchase by Ram                      2,244

      6/25/99                 Purchase by Ram                       290

      6/28/99                 Purchase by Ram                      7,323

      6/29/99                 Purchase by Ram                      7,071

      7/1/99                  Purchase by Ram                      4,300

      7/2/99                  Purchase by Ram                      5,900

      7/7/99                  Purchase by Ram                     10,011

      7/12/99                 Purchase by Ram                      550

      7/13/99                 Purchase by Ram                      4,005

      7/14/99                 Purchase by Ram                     10,000

      7/15/99                 Purchase by Ram                     21,962

      7/16/99                 Purchase by Ram                     14,865

      7/20/99                 Purchase by Ram                     20,000

      7/22/99                 Purchase by Ram                     62,441

      7/23/99                 Purchase by Ram                       800

      7/26/99                 Purchase by Ram                       465

      7/27/99                 Purchase by Ram                       630

      8/5/99                  Purchase by Ram                     20,000

      8/13/99                 Purchase by Ram                      5,000

      8/17/99                 Purchase by Ram                      2,010

      8/18/99                 Purchase by Ram                       965

      8/20/99                 Purchase by Ram                       11

      8/25/99                 Purchase by Ram                       10

      9/23/99                 Purchase by Ram                       885

     10/18/99                   Sale by Ram                        (20)


                                      B-1
<PAGE>
DATE OF TRANSACTION        NATURE OF TRANSACTION             NUMBER OF SHARES
- -------------------        ---------------------             ----------------

     10/27/99                 Purchase by Ram                      1,460

     10/28/99                 Purchase by Ram                      1,155

     10/29/99                 Purchase by Ram                       500

      11/2/99                 Purchase by Ram                       200

      11/3/99                 Purchase by Ram                       30

     11/10/99                   Sale by Ram                        (175)

     11/15/99                 Purchase by Ram                       70

     11/16/99                 Purchase by Ram                       32

     11/29/99                 Purchase by Ram                      1,875

     11/30/99                 Purchase by Ram                       25

      12/8/99                 Purchase by Ram                       500

     12/21/99                 Purchase by Ram                       200

     12/21/99                   Sale by Ram                        (600)

     12/29/99                 Purchase by Ram                       350

     12/30/99                 Purchase by Ram                       300

      1/26/00                 Purchase by Ram                       100

      2/7/00                  Purchase by Ram                       600

      2/8/00                  Purchase by Ram                     66,800

      2/9/00                  Purchase by Ram                     34,200

      3/1/00                  Purchase by Ram                      3,330

      4/5/00                  Purchase by Ram                       57

      6/17/99                 Purchase by Lens                    16,500

      6/18/99                 Purchase by Lens                    10,000

      6/22/99                 Purchase by Lens                    47,756

      6/25/99                 Purchase by Lens                    15,410

      6/28/99                 Purchase by Lens                     5,377

      6/29/99                 Purchase by Lens                    12,029

      6/30/99                 Purchase by Lens                     9,700

      7/1/99                  Purchase by Lens                     4,300

      7/2/99                  Purchase by Lens                     5,800

      7/7/99                  Purchase by Lens                    10,389


                                      B-2
<PAGE>
DATE OF TRANSACTION        NATURE OF TRANSACTION             NUMBER OF SHARES
- -------------------        ---------------------             ----------------

      7/8/99                  Purchase by Lens                     2,300

      7/12/99                 Purchase by Lens                     3,250

      7/13/99                 Purchase by Lens                     2,595

      7/14/99                 Purchase by Lens                    10,000

      7/15/99                 Purchase by Lens                    18,038

      7/16/99                 Purchase by Lens                    85,135

      7/20/99                 Purchase by Lens                    30,000

      7/22/99                 Purchase by Lens                    171,559

      7/26/99                 Purchase by Lens                    24,535

      8/17/99                 Purchase by Lens                     6,990

      8/18/99                 Purchase by Lens                     2,735

      8/20/99                 Purchase by Lens                     4,675

     10/27/99                 Purchase by Lens                    38,540

     10/28/99                 Purchase by Lens                    28,545

      11/1/99                 Purchase by Lens                    25,000

      11/8/99                 Purchase by Lens                    20,000

     11/15/99                   Sale by Lens                     (12,885)

     11/29/99                 Purchase by Lens                     9,425

     11/30/99                 Purchase by Lens                    14,575

      12/1/99                 Purchase by Lens                     5,000

      12/2/99                 Purchase by Lens                    28,300

      12/3/99                 Purchase by Lens                    12,500

     12/30/99                 Purchase by Lens                    12,700

     12/31/99                 Purchase by Lens                    22,500

      1/4/00                  Purchase by Lens                    10,000

      1/5/00                  Purchase by Lens                    13,400

      1/26/00                 Purchase by Lens                    10,000

      2/3/00                  Purchase by Lens                    20,000

      2/4/00                  Purchase by Lens                    20,000

      4/5/00                  Purchase by Lens                     1,243

      6/18/99            Purchase by John Goodrich                  250


                                      B-3
<PAGE>
DATE OF TRANSACTION        NATURE OF TRANSACTION             NUMBER OF SHARES
- -------------------        ---------------------             ----------------

      9/7/99             Purchase by John Goodrich                  300

      9/16/99            Purchase by John Goodrich                  300

     10/14/99            Purchase by John Goodrich                  400

     10/20/99            Purchase by John Goodrich                  400

      2/4/00             Purchase by John Goodrich                  500

      1/21/00            Purchase by Robert Holmes                 1,000

      1/24/00            Purchase by Robert Holmes                 1,700

      1/31/00            Purchase by Robert Holmes                  300

      2/4/00             Purchase by Robert Holmes                 1,000

      6/25/99           Purchase by Barbara Sleasman               1,300

      6/29/99           Purchase by Barbara Sleasman                700

      1/12/00             Sale by Barbara Sleasman                (1,000)

      3/1/00            Purchase by William Schaffner                500








                                      B-4
<PAGE>
                              DATED APRIL 10, 2000

PROXY

                             THE PIONEER GROUP, INC.

   PROXY SOLICITED ON BEHALF OF LENS INVESTMENT MANAGEMENT, LLC AND THE OTHER
        PARTICIPANTS IDENTIFIED IN THE PROXY STATEMENT FURNISHED HEREWITH
      (COLLECTIVELY, "LENS") FOR THE ANNUAL MEETING OF STOCKHOLDERS OF THE
                 PIONEER GROUP, INC., MAY 16, 2000 AT 9:30 A.M.

                     The undersigned stockholder of The Pioneer Group, Inc. (the
"Company") hereby appoints John P.M. Higgins and Richard A. Bennett and each of
them, as attorneys and proxies, each with power of substitution and revocation,
to represent the undersigned at the Annual Meeting of Stockholders of The
Pioneer Group, Inc. to be held at the offices of Hale and Dorr LLP, 60 State
Street, 26th Floor, Boston, Massachusetts, on Tuesday, May 16, 2000 at 9:30 a.m.
local time and at any adjournment or postponement thereof, with authority to
vote all shares held or owned by the undersigned in accordance with the
directions indicated herein.

                     Receipt of the Proxy Statement furnished herewith is hereby
acknowledged.

                     THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. ON MATTERS FOR WHICH YOU DO NOT
SPECIFY A CHOICE, YOUR SHARES WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE
NOMINEES LISTED UNDER PROPOSAL 1 AND FOR PROPOSAL 2.


                               (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)



[X]  PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE



<PAGE>
<TABLE>
<CAPTION>
             LENS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED BELOW.

<S>                                             <C>                             <C>

1.       Election of Directors

FOR all nominees listed on the right (except    WITHHOLD AUTHORITY to vote for    NOMINEES: Richard A. Bennett, John P.M.
as marked to the contrary hereon).              all nominees listed to the        Higgins, Robert B. Holmes, Robert A.G. Monks
                                                right.                            and George W. Siguler. (Instructions: To
                                                                                  withhold authority to vote for any
                  [_]                                         [_]                 individual nominee, write that nominee's
                                                                                  name in the space provided below.)

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

                    LENS RECOMMENDS A VOTE "FOR" PROPOSAL 2.

                                                                                       FOR             AGAINST           ABSTAIN

2.       APPROVE SELECTION OF                                                          [_]               [_]               [_]
         ARTHUR ANDERSEN LLP AS AUDITORS
         FOR FISCAL 2000

3.       IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
         BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENT
         THEREOF.



P                                                               Dated:              , 2000
                                                                      --------------

R                                                               ------------------------------------------------
                                                                           (Signature)

O
                                                                ------------------------------------------------
                                                                           (Signature if held jointly)
X
                                                                Please sign exactly as your name appears hereon. When
                                                                shares are held by two or more persons, all of them
Y                                                               should sign. When signing as attorney, executor,
                                                                administrator, trustee or guardian, please give full
                                                                title as such. If a corporation, please sign in full
                                                                corporate name by President or other authorized
                                                                officer. If a partnership, please sign in partnership
                                                                name by authorized person.
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