PIONEER GROUP INC, PRRN14A, 2000-04-06

PIONEER GROUP INC
PRRN14A, 2000-04-06
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:

[X] Preliminary Proxy Statement
[ ] 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.
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(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.
------------------------------------------------------------------------

NY2:\872927\16\58531.0014
<PAGE>
PRELIMINARY COPY, SUBJECT TO COMPLETION
DATED APRIL 6, 2000

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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 6, 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.

<PAGE>

Please read the following pages that describe your Company's failure to compete
successfully and our opinions on why and how 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.

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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.

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

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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 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

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<PAGE>

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.

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.

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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
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

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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.
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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.

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<PAGE>

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
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 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

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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.

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

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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.

Management and the Pioneer Board have failed to act decisively in shedding
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value-destroying operations.
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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
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building the core Pioneer Investment business.
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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 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
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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.

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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
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.

11
<PAGE>

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.

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>

<S> <C> <C> <C>
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 Common Stock (including 1,000
shares held of record by Lens II,

13
<PAGE>

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 on one or more of the
proposals, or to withhold authority to vote for one or more of the nominees for

14
<PAGE>

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 offices of both
Lens and Ram are located at 45 Exchange Street, Suite 400, Portland, Maine

15
<PAGE>

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 with

17
<PAGE>

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 beneficially own for

18
<PAGE>

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

19
<PAGE>

is an employee of Ram. Mr. Monks has entered into an 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.

<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%

20
<PAGE>
<S> <C> <C> <C>
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.
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

21
<PAGE>

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.

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

22
<PAGE>

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 6, 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
(i.e., $67.4 million multiplied times 10.4 less $0 debt and

A-2
<PAGE>

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
period ending December 31, 1999. The trailing twelve month
sales per share through December 31, 1999 was $0.06 per share

A-4
<PAGE>

($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>

PRELIMINARY COPY, SUBJECT TO COMPLETION
DATED APRIL 6, 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.

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.
</TABLE>