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Pioneer Small Cap Value Fund, et al. – ‘PRES14A’ for 8/1/00

On: Friday, 6/2/00, at 5:30pm ET · For: 8/1/00 · Accession #: 831120-0-15 · File #s: 811-01466, 811-01604, 811-01605, 811-01835, 811-02704, 811-02864, 811-03564, 811-05099, 811-05516, 811-06106, 811-06151, 811-06657, 811-07318, 811-07339, 811-07379, 811-07525, 811-07597, 811-07611, 811-07613, 811-07733, 811-07870, 811-07985, 811-08448, 811-08468, 811-08657, 811-09223, 811-09585, 811-09685, 811-09785 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 6/5/00 by the SEC on 4/21/04. `®`

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/02/00  Pioneer Small Cap Value Fund      PRES14A®    8/01/00    1:203K                                   Pioneer America Inco… Tr
          Pioneer Balanced Fund
          Pioneer Mid Cap Value Fund
          Pioneer Indo-Asia Fund
          Pioneer Fund/MA
          Pioneer Mid Cap Fund
          Pioneer Tax Free Income Fund
          Pioneer Money Market Trust
          Pioneer Equity Income Fund
          Pioneer Strategic Income Fund
          Pioneer Growth Shares
          Pioneer Bond Fund/MA
          Pioneer Europe Fund
          Pioneer Science & Technology Fund
          Pioneer Limited Maturity Bond Fund
          Pioneer International Growth Fund
          Pioneer II
          Pioneer High Yield Fund
          Pioneer Tax Managed Fund
          Pioneer Real Estate Shares
          Pioneer Emerging Markets Fund
          Pioneer World Equity Fund
          Pioneer America Income Trust
          Pioneer Small Co Fund

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminarynotice,Proxy Statement, Card               66    276K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Other provisions under the existing and proposed management contracts
1	1st Page - Filing Submission
12	Other provisions under the existing and proposed management contracts

PRES14A 1st Page of 66 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14A

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

Filed by the Registrant                    [X]                                  

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[X]  Preliminary Proxy Statement                                                

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

[ ]  Definitive Proxy Statement                                                 

[ ]  Definitive Additional Materials                                            

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

Pioneer America Income Trust
Pioneer Balanced Fund 
Pioneer Bond Fund 
 Pioneer Money Market Trust (Pioneer Cash Reserves Fund)
Pioneer Emerging Markets Fund 
Pioneer Equity-Income Fund
Pioneer Europe Fund 
Pioneer Fund
Pioneer Growth Shares 
Pioneer High Yield Fund 
Pioneer Indo-Asia Fund
Pioneer International Growth Fund 
Pioneer Limited Maturity Bond Fund
Pioneer Micro-Cap Fund
Pioneer Mid-Cap Fund
Pioneer Mid-Cap Value Fund
Pioneer Real Estate Shares
Pioneer Science & Technology Fund 
Pioneer Small Company Fund
Pioneer Strategic Income Fund 
Pioneer Tax-Free Income Fund
Pioneer Tax-Managed Fund
Pioneer II
Pioneer World Equity Fund 
    (Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required                                                             

PRES14A 2nd Page of 66 TOC 1st Previous Next ↓Bottom Just 2nd
PRELIMINARY PROXY MATERIAL

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

 60 STATE STREET
 BOSTON, MASSACHUSETTS 02109
1-800-225-6292

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

 SCHEDULED FOR AUGUST __, 2000

     This is the formal agenda for your fund's special  shareholder  meeting. It
tells you the matters you will be asked to vote on and the time and place of the
meeting,  in case you want to attend in person.  Each fund's shareholder meeting
is  expected  to  be  held  at  the  same  time.  Unless  otherwise  noted,  the
shareholders of each fund will be asked to vote on the following  proposals with
respect to their fund.                                                          

To the shareholders of each fund:                                     

     A special  meeting of shareholders of your fund will be held at the offices
of Hale and Dorr LLP, 60 State  Street,  26th Floor,  Boston,  Massachusetts  on
August __, 2000 at 2:00 p.m., Boston time, to consider the following:           

PRES14A 3rd Page of 66 TOC 1st Previous Next ↓Bottom Just 3rd
1(a). A proposal  to  approve a new  management  contract  between  the fund and
      Pioneer Investment  Management,   Inc.,  your  fund's  investment  adviser
      ("Pioneer"). This new  contract  will  take  effect  only if the  proposed
      acquisition of The Pioneer Group, Inc. ("PGI"),  the parent of Pioneer, by
UniCredito Italiano S.p.A. ("UniCredito") is consummated;           

1(b). FOR SHAREHOLDERS  OF PIONEER  INDO-ASIA FUND ONLY: A proposal to approve a
      new subadvisory  contract  between  Pioneer and  Kothari  Pioneer AMC Ltd.
      (formerly ITI Pioneer AMC Ltd.).  This new contract  relates to the fund's
      assets invested  in Indian  securities  and will take  effect  only if the
proposed acquisition of PGI by UniCredito is consummated;           

2.    To elect the eight  trustees of each fund  (nine  trustees  in the case of
      Pioneer Real Estate Shares), as named in the attached proxy statement,  to
      serve on the board of  trustees  until  their  successors  have  been duly
elected and qualified; and                                          

3.    To  consider any other business that may properly come before the meeting.

YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL THE PROPOSALS. APPROVAL OF
NEW MANAGEMENT CONTRACTS IS REQUIRED BECAUSE OF THE CHANGE IN CONTROL OF PGI.   
APPROVAL OF THE PROPOSALS WILL NOT INCREASE THE MANAGEMENT FEE RATES PAYABLE BY 
ANY FUND.                                                                       

     Shareholders  of record as of the close of  business  on June 16,  2000 are
entitled to vote at the meeting and any related follow-up meetings.             

                               By Order of the Boards of Trustees,

                      Joseph P. Barri, SECRETARY
Boston, Massachusetts                                                           
June ______, 2000                                                               

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

                                                                    8612-00-0600

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 JOINT PROXY STATEMENT

OF

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

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

 SPECIAL MEETING OF SHAREHOLDERS

     This proxy statement contains the information you should know before voting
on the proposals summarized below.                                              

     EACH FUND WILL  FURNISH  WITHOUT  CHARGE A COPY OF ITS MOST  RECENT  ANNUAL
REPORT AND ANY MORE RECENT  SEMIANNUAL  REPORT TO ANY SHAREHOLDER  UPON REQUEST.
SHAREHOLDERS WHO WANT TO OBTAIN A COPY OF THEIR FUND'S REPORTS SHOULD DIRECT ALL
WRITTEN REQUESTS TO THE ATTENTION OF THEIR FUND, AT THE ADDRESS LISTED ABOVE, OR
SHOULD CALL  PIONEERING  SERVICES  CORPORATION,  THE FUNDS'  TRANSFER  AGENT, AT
1-800-225-6292.                                                                 

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INTRODUCTION

     This proxy statement is being used by the board of trustees of each fund to
solicit  proxies to be voted at a special  meeting of shareholders of your fund.
Each  fund's  special  meeting  is  expected  to be held at the same time at the
offices of Hale and Dorr LLP, 60 State Street, 26th Floor, Boston, Massachusetts
02109 at 2:00 p.m.,  Boston time on August __, 2000, and at any  adjournments of
the meeting to a later date,  for the purposes as set forth in the  accompanying
notice of special meeting of shareholders.                                      

     This  proxy  statement  and the  enclosed  proxy  card are being  mailed to
shareholders  on or about June __, 2000. The annual report for each fund for its
most recently completed fiscal year was previously mailed to shareholders.      

     The special  shareholder  meeting is being called to consider,  among other
things, proposals related to the proposed acquisition (the "Transaction") of all
of the outstanding shares of The Pioneer Group, Inc. ("PGI"), the parent company
of  each  fund's  investment  adviser,   Pioneer  Investment  Management,   Inc.
("Pioneer"),  by UniCredito  Italiano S.p.A.  ("UniCredito").  If Proposal 1(a),
regarding the approval of the proposed management  contracts (as defined below),
is adopted and the  Transaction  is  consummated,  Pioneer will  continue as the
investment adviser to each fund. The Transaction is conditioned upon approval of
Proposal 1(a) by the shareholders of funds and approval of similar  proposals by
shareholders   of  other  funds  in  the  Pioneer  Family  of  Funds,   together
representing  at least 92.5% of the  aggregate  assets in the Pioneer  Family of
Funds.  The Transaction and the terms of the proposed  management  contracts are
discussed below.                                                                

 WHO IS ELIGIBLE TO VOTE

     Shareholders  of record of a fund as of the close of  business  on June 16,
2000 (the "record date") are entitled to vote on all of that fund's  business at
the special  shareholder  meeting and any  adjournments  thereof.  Each share is
entitled to one vote. Shares  represented by properly  executed proxies,  unless
revoked before or at the meeting,  will be voted according to the  shareholder's
instructions.  If you sign a proxy,  but do not fill in a vote, your shares will
be voted in favor of each of the  nominees  for trustee and to approve the other
proposals.  If any other business comes before the special shareholder  meeting,
your shares will be voted at the discretion of the persons named as proxies.    

THE TRANSACTION                                                                 

INFORMATION CONCERNING UNICREDITO                                               

     UniCredito  is a  corporation  organized  under the laws of the Republic of
Italy,  and its shares trade on the Milan Stock Exchange.  UniCredito is Italy's
second largest  banking  group,  as measured by market  capitalization,  and was
formed in 1998 by the  merger  of  Credito  Italiano  and Rolo  Banca  1473 with
Cariverona,  Cassa di Risparmio di Torino and Cassamarca.  Through approximately
3,600 branches  worldwide,  UniCredito  offers a range of services  relating to,
among other things, banking, life and property/casualty  insurance and equipment
leasing.                                                                        

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

     Upon completion of the  Transaction,  PGI and EuroPlus will combine to form
Pioneer  Global Asset  Management,  a new wholly owned  subsidiary of UniCredito
with combined assets under management of over $100 billion. Pioneer Global Asset
Management will conduct its asset management  business through three operational
units:   Pioneer  Research  &  Management   (currently   EuroPlus  Research  and
Management),  Pioneer SGR (currently  EuroPlus SGR) and Pioneer U.S.  (currently
PGI).                                                                           

     The  principal  executive  offices  of  UniCredito  are  located  at Piazza
Cordusio 2, 20123 Milan, Italy.                                                 

THE TERMS OF THE MERGER AGREEMENT                                               

     At the closing of the  Transaction,  UniCredito will acquire,  by merging a
wholly  owned  subsidiary  into PGI,  all the issued and  outstanding  shares of
common stock of PGI for an aggregate merger  consideration of approximately $1.2
billion or $43.50  per share.  Immediately  prior to the  effective  time of the
Transaction, PGI will also distribute to its stockholders all of the shares of a
newly formed company that will conduct,  after the effective date of the merger,
PGI's gold  exploration,  timber,  Russian  investment  management  and  Eastern
European real estate and venture capital businesses. The merger consideration is
not  subject  to  adjustment,  and  there  is  no  financing  condition  to  the
consummation  of the  Transaction.  Messrs.  John F.  Cogan,  Jr.  and  David D.
Tripple,  trustees of the funds and executive officers of PGI and Pioneer,  will
receive a portion of the merger  consideration  in exchange  for their shares of
PGI,  and Mr.  Cogan  will  also  receive a bonus  payment  of $1  million  upon
consummation  of the  Transaction.  Mr.  Cogan is  expected to become the Deputy
Chairman  of Pioneer  Global  Asset  Management  and  non-executive  Chairman of
Pioneer U.S. Mr.  Tripple is expected to be Chief  Executive  Officer of Pioneer
U.S.                                                                            

     The  Transaction  is  expected to close  during the third  quarter of 2000,
provided that a number of conditions set forth in the merger agreement, dated as
of May 14, 2000, between PGI and UniCredito (the "Merger Agreement"), are met or
waived.  These conditions  include the approval of the Merger Agreement by PGI's
stockholders,  the approval of the new management  contracts by  shareholders of
the funds and approval of similar new management  contracts by  shareholders  of
other funds in the Pioneer Family of Funds, together representing at least 92.5%
of the aggregate  assets in the Pioneer Family of Funds,  and obtaining  certain
regulatory approvals.                                                           

     No change in any fund's portfolio  manager(s) or portfolio  management team
is anticipated to occur in connection  with the  Transaction.  PGI has agreed to
provide bonus                                                                   

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

ANTICIPATED BENEFITS OF THE TRANSACTION                                         

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

o    Pioneer's  expertise  will be enhanced by the  experience  and expertise of
     UniCredito's  investment management  professionals.  While no change in the
     management of the funds is currently planned,  Pioneer will be able to draw
     upon the  expertise of  UniCredito's  team of  professionals  to strengthen
Pioneer's portfolio management capabilities.                          

o    The  combination  will  provide  additional   opportunities  for  Pioneer's
     personnel  and provide the security of being part of a larger,  financially
     stronger  company.  This development  should further  Pioneer's  ability to
attract and retain highly qualified staff members.                    

o    UniCredito  has made the growth of its asset  management  operations  a key
     component of its business plans.  This commitment  should assist Pioneer in
     continuing  to expand its  business,  attract  more assets to the funds and
maintain the high level of services it provides to the funds.         

     The  following  table  summarizes  each  proposal  to be  presented  at the
shareholder  meeting and the funds whose shareholders are solicited with respect
to each proposal:                                                               

                                                        [Enlarge/Download Table]

-------------------------------------------------- ------------------------------------------
                    PROPOSAL                                    AFFECTED FUNDS               
-------------------------------------------------- ------------------------------------------
-------------------------------------------------- ------------------------------------------
                                                                                             
1(a).    Approval of new management contracts      All funds, with all classes voting        
                                                   together                                  
-------------------------------------------------- ------------------------------------------
-------------------------------------------------- ------------------------------------------
1(b).    Approval of new subadvisory contract      Pioneer Indo-Asia Fund, with all classes  
                                                   voting together                           
-------------------------------------------------- ------------------------------------------
-------------------------------------------------- ------------------------------------------
2.       Election of trustees                      All funds, with all classes voting        
                                                   together                                  
-------------------------------------------------- ------------------------------------------

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 PROPOSAL 1(A)
 APPROVAL OF A NEW MANAGEMENT CONTRACT
 (EACH FUND)

SUMMARY                                                                         

     Pioneer  has served as each  fund's  investment  adviser  since each fund's
inception,  except for Pioneer  America  Income Trust,  Pioneer  Balanced  Fund,
Pioneer Cash Reserves Fund,  Pioneer Growth Shares and Pioneer  Tax-Free  Income
Fund for which Pioneer has served as investment adviser since 1993.             

     Pioneer  serves as the  investment  adviser  for the  funds in the  Pioneer
Family of Funds and for other  institutional  accounts.  Pioneer,  a  registered
investment adviser under the Investment  Advisers Act of 1940, as amended,  is a
wholly  owned  subsidiary  of PGI.  Both Pioneer and PGI are located at 60 State
Street, Boston, Massachusetts 02109.                                            

     At meetings of the board of trustees for each fund held on June ___,  2000,
the trustees,  including all of the trustees who are not "interested persons" of
the funds,  Pioneer or UniCredito,  unanimously approved as in the best interest
of  shareholders,  and voted to  recommend  that the  shareholders  of each fund
approve,  a proposal to adopt a new  management  contract with Pioneer  (each, a
"proposed management contract") effective upon consummation of the Transaction. 

     Shareholders  of each fund are being asked to approve  the fund's  proposed
management  contract with Pioneer.  The  consummation  of the  Transaction  will
constitute an  "assignment"  (as defined in the  Investment  Company Act of 1940
(the "1940 Act")) of each fund's current  management  contract with Pioneer (the
"existing  management  contract").  As required by the 1940 Act,  each  existing
management  contract  provides for its automatic  termination in the event of an
assignment.  Accordingly,  the existing management contracts will terminate upon
the  consummation of the Transaction and the new management  contracts are being
proposed to enable Pioneer to continue to manage the funds.                     

TERMS OF PROPOSED MANAGEMENT CONTRACTS AND EXISTING MANAGEMENT CONTRACTS        

     The terms of each fund's  proposed  management  contract are  substantially
identical to the terms of that fund's existing management  contract,  except for
the dates of execution, effectiveness and termination and for certain amendments
to conform the terms of the management contracts.  The stated management fees to
be paid by the funds are identical under the proposed  management  contracts and
the existing management contracts.  Except as discussed under the caption "Other
provisions under the existing and proposed management  contracts," all the terms
described  below with  respect to a fund's  proposed  management  contract  were
contained in that fund's existing management contract.                          

     Each  existing  management  contract  (other than the contracts for Pioneer
International   Growth  Fund  and  Pioneer   Limited   Maturity  Bond  Fund)  is
substantially similar except for the method and rate for calculating  management
fees,  effective dates and renewal dates;  therefore they are discussed below as
the  "existing  management  contract."  The  following  summary of the  proposed
management  contracts is qualified by reference to the  representative  forms of
proposed management contract attached to this proxy statement as EXHIBITS A1 AND
A2.                                                                             

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Because   the   proposed   management   contracts  (other   than   for   Pioneer
International   Growth  Fund  and  Pioneer  Limited   Maturity  Bond  Fund)  are
substantially similar, only one representative  proposed management contract for
these funds is included as EXHIBIT A1. The  proposed  management  contracts  for
Pioneer  International  Growth Fund and Pioneer  Limited  Maturity Bond Fund are
substantially  similar and one representative  proposed  management contract for
these funds is included  as EXHIBIT  A2. The date that the  existing  management
contracts  were most  recently  submitted to  shareholders  for approval and the
purpose for such  submission  is set forth in EXHIBIT C.  Information  regarding
Pioneer,  its principal  executive officers and directors,  its other investment
company  clients  and  brokerage  policy is  included in EXHIBIT D to this proxy
statement.                                                                      

     MANAGEMENT  SERVICES.  The management services to be provided by Pioneer to
each fund under the proposed management contract are identical to those provided
by Pioneer under the fund's existing management contract.  Pursuant to the terms
of the existing management contract, Pioneer serves as investment adviser to the
fund and is  responsible  for the  overall  management  of the  fund's  business
affairs  subject  only to the  authority  of the board of  trustees.  Pioneer is
authorized  to buy and  sell  securities  for the  account  of the  fund  and to
designate  brokers  to carry  out such  transactions.  Pioneer  may not make any
purchase the cost of which  exceeds the fund's  available  liquid assets and may
not make any purchase which would violate any fundamental  policy or restriction
in the fund's  prospectus  or statement of additional  information  as in effect
from time to time.                                                              

     PAYMENT  OF  EXPENSE  AND  TRANSACTION  CHARGES.  The  proposed  management
contract  and the  existing  management  contract  for each  fund  will  contain
identical  provisions  relating to the  expenses  to be borne by the fund.  Each
fund's existing  management  contract and proposed  management  contract provide
that the expenses  borne by the fund will include:  (i) the charges and expenses
of auditors;  (ii) the charges and expenses of any  custodian,  transfer  agent,
plan agent, dividend disbursing agent and registrar appointed by the fund; (iii)
issue and transfer taxes  chargeable to the fund in connection  with  securities
transactions  to which the fund is a party;  (iv) insurance  premiums,  interest
charges,  dues and fees for membership in trade  associations  and all taxes and
corporate  fees  payable  by the fund to  federal,  state or other  governmental
agencies;  (v)  fees  and  expenses  involved  in  registering  and  maintaining
registrations of the fund and/or its shares with such regulatory agencies, state
or blue  sky  securities  agencies  and  foreign  jurisdictions,  including  the
preparation of prospectuses and statements of additional  information for filing
with  such  regulatory  authorities;  (vi) all  expenses  of  shareholders'  and
trustees'  meetings and of preparing,  printing and  distributing  prospectuses,
notices,  proxy  statements and all reports to shareholders  and to governmental
agencies;  (vii) charges and expenses of legal counsel;  (viii) any distribution
fees paid by the fund in  accordance  with Rule 12b-1  under the 1940 Act;  (ix)
compensation  of those  trustees  of the fund who are not  affiliated  with,  or
"interested  persons" of,  Pioneer,  the fund (other than as  trustees),  PGI or
Pioneer Funds Distributor,  Inc. ("PFD"); (x) the cost of preparing and printing
share  certificates;  and (xi) interest on borrowed  money, if any. In addition,
under the existing management contract and proposed management contract for each
fund (other than Pioneer  International Growth Fund and Pioneer Limited Maturity
Bond Fund), the fund bears overhead for fund  accounting,  pricing and appraisal
services,  including,  to the extent such services are performed by personnel of
Pioneer  or  its   affiliates,   office  space  and   facilities  and  personnel
compensation, training and benefits.                                            

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     Under both the  existing  and the proposed  management  contracts  for each
fund,  Pioneer, at its own expense (except as stated in the last sentence of the
immediately  preceding paragraph for each fund other than Pioneer  International
Growth Fund and Pioneer Limited  Maturity Bond Fund),  will furnish to each fund
office  space in its  offices or in such other  place as may be agreed upon from
time to time, and all necessary office  facilities,  equipment and personnel for
managing the affairs and investments and supervising the keeping of the books of
each fund and shall  arrange,  if desired by the fund,  for members of Pioneer's
organization to serve as officers or agents of the fund.                        

     Also,  under both the existing and proposed  management  contracts for each
fund,  Pioneer will pay directly or reimburse the fund for: (i) compensation (if
any) of the  trustees  who are  affiliated  with,  or  "interested  persons" (as
defined in the 1940 Act) of,  Pioneer and all officers of the fund as such;  and
(ii) all expenses not  specifically  assumed by the fund where such expenses are
incurred  by Pioneer or by the fund in  connection  with the  management  of the
affairs of, and the investment and reinvestment of the assets of, the fund.     

     Each fund has also entered into an  administration  agreement  with Pioneer
pursuant to which the fund authorizes Pioneer to provide certain fund accounting
services and legal  services  that Pioneer is not required to provide  under the
existing management  contract.  Under the administration  agreement,  Pioneer is
reimbursed for its allocable  portion of its direct costs of such services.  The
allocable  portion  of such  costs is based  upon the time  worked by  Pioneer's
employees  rendering  such  services for the funds as a percentage  of the total
hours worked by such employees. Pioneer's direct costs include any out-of-pocket
expenses incurred by Pioneer in rendering such services, an allocable portion of
the  salaries  and  benefits of the  employees  rendering  such  services  and a
reasonable allocation of overhead.  Annual allocation and reimbursement of these
expenses is subject to annual approval of the funds' independent trustees.      

     MANAGEMENT FEES. For its services, Pioneer is entitled to a management fee.
The method and rate for calculating each fund's  management fee will be the same
under each fund's proposed  management contract as under its existing management
contract  (such  methods  and  rates  are set  forth  below).  If each  proposed
management  contract had been in effect for each fund's most recently  completed
fiscal year, the amount of management fees payable to Pioneer by each fund would
have been  identical to those payable under each existing  management  contract.
THERE WILL BE NO INCREASE IN THE  MANAGEMENT  FEE RATES IN  CONNECTION  WITH THE
TRANSACTION.                                                                    

     The methods and rates for calculating each fund's  management fee under the
existing and the  proposed  management  contracts  are set forth in EXHIBIT B to
this proxy  statement.  Management  fees are  calculated for the funds in one of
three ways:                                                                     

A)   an asset based fee with a flat fee schedule.  For an asset based fee with a
     flat fee  schedule,  the fund pays  Pioneer a fee at a fixed  annual  rate,
     expressed as a percentage of the fund's  average daily net assets.  The fee
is computed and accrued daily and paid monthly in arrears.            

B)   an asset based fee with a graduated  fee  schedule.  For an asset based fee
     with a graduated  fee  schedule,  the fund pays  Pioneer a fee at an annual
rate,  which varies                                                   

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     as a  percentage  of the fund's  average daily net assets according  to the
     asset  size  of  the fund.  The fee is computed  and accrued daily and paid
monthly in arrears.                                                   

C)   an asset based fee that is increased  or decreased  depending on the fund's
     investment  performance  relative to a selected  securities  or fund index.
     Under  this type of  arrangement,  the fund pays  Pioneer a monthly  fee at
     either a fixed  annual rate or an annual rate which  varies as a percentage
     of the fund's  average daily net assets  according to the asset size of the
     fund (the "basic  fee").  A  performance  adjustment is then made that will
     either increase or decrease the basic fee paid by the fund to Pioneer.  The
     performance  adjustment is based on the  performance  of the fund's Class A
     shares as  compared  to the  investment  performance  record  over the same
     period  of  an  index  determined  by  the  trustees  of  the  fund  to  be
     appropriate.  The performance  adjustment is calculated at net asset value.
     The basic fee is  subject to upward or  downward  adjustment  depending  on
     whether, and to what extent, the investment performance of the fund's Class
     A shares for the relevant  performance  period exceeds,  or is exceeded by,
     the  performance  of the  index  over the  same  period.  This  performance
     comparison  is made at the end of each  month.  Each  percentage  point  of
     difference (up to a maximum  difference) would result in a performance rate
     adjustment  to the basic fee of 0.01% or 0.02%,  depending on the fund.  An
     appropriate  percentage  of this rate (based upon the number of days in the
     current  month) would then be multiplied by the average daily net assets of
     the fund over the entire performance period, giving the dollar amount which
     will  be  added  to  (or  subtracted  from)  the  basic  fee.  The  monthly
     performance  adjustment will be further adjusted to the extent necessary to
     ensure that the total of such  adjustments to the basic fee does not exceed
a stated maximum percentage of average daily net assets for that year.

     EXPENSE  LIMIT AND  REIMBURSEMENT  AGREEMENTS.  The  following  funds  have
executed  expense limit and  reimbursement  agreements  with Pioneer.  Under the
terms of each expense limit and reimbursement  agreement,  Pioneer has agreed to
reduce its management fees or reimburse the fund for ordinary  expenses to limit
the total  expenses of the fund's  Class A shares so that they do not exceed the
amounts set forth below. The portion of a fund's fund-wide expenses attributable
to the  fund's  Class B,  Class C and,  if  applicable,  Class Y shares  will be
reduced by the same  number of basis  points as such  expenses  are  reduced for
Class A shares.                                                                 

                                                                [Download Table]

                                   Expense limitation (as a percentage of
                       FUND         THE FUND'S AVERAGE DAILY NET ASSETS) 
                       ----         ------------------------------------ 
                                                                         
Pioneer High Yield Fund                              0.75%               
Pioneer Science & Technology Fund                    0.75%               
Pioneer Strategic Income Fund                        1.50%               
Pioneer Tax-Managed Fund                             1.75%               

     Pioneer may discontinue the expense limitation at any time by supplementing
the fund's prospectus and by providing prior notice to the board of trustees for
the fund. The expense limit and reimbursement agreement for each of Pioneer High
Yield Fund, Pioneer Science & Technology Fund and Pioneer  Tax-Managed Fund will
terminate without any action by Pioneer                                         

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in  the event  that  the  average  net  assets  of  the  applicable  fund for  a
period for 60 days are $75 million or more. The expense limit and  reimbursement
agreement for Pioneer Strategic Income Fund will terminate without any action by
Pioneer in the event  that the net  assets of the fund are $75  million or more.
Each expense limit and reimbursement agreement automatically  terminates without
obligation  by the fund upon  termination  of the  management  contract  between
Pioneer  and the fund.  Pioneer  expects to enter into a new  expense  limit and
reimbursement  agreement  with respect to each of these funds (on the same terms
as the existing agreements) upon entering into the proposed management contracts
with such funds.                                                                

     If Pioneer waives any fee or reimburses  any expenses,  and the expenses of
the fund are subsequently less than the expense  limitation set forth above, the
fund will reimburse Pioneer for such waived fees or reimbursed expenses provided
that such reimbursement does not cause the fund's expenses to exceed the expense
limitation set forth above. No fund will reimburse  Pioneer for such waived fees
or reimbursed expenses more than three years after such fees were waived or such
expenses were incurred.                                                         

     The aggregate  amount of management fees incurred by each fund for its most
recently completed fiscal year, and the amount of any  reimbursements  resulting
from the expense  limitation (if any) then in effect, are set forth in EXHIBIT C
to this proxy statement.                                                        

OTHER PROVISIONS UNDER THE EXISTING AND PROPOSED MANAGEMENT CONTRACTS           

     STANDARD OF CARE.  Under each  existing  and proposed  management  contract
(other than for Pioneer  International  Growth Fund and Pioneer Limited Maturity
Bond Fund),  Pioneer "will not be liable for any error of judgment or mistake of
law or for any loss sustained by reason of the adoption of any investment policy
or the  purchase,  sale, or retention of any security on the  recommendation  of
[Pioneer].  . .." Pioneer,  however, shall not be protected against liability by
reason of its ". . . willful  misfeasance,  bad faith or gross negligence in the
performance  of its  duties  or by  reason  of  its  reckless  disregard  of its
obligations  and  duties  under"  either the  existing  or  proposed  management
contract.  Each of  Pioneer  International  Growth  Funds  and  Pioneer  Limited
Maturity Bond Funds  proposed  management  contract  would be amended to include
this standard of care provision.                                                

     PIONEER'S  AUTHORITY.   Each  existing  and  proposed  management  contract
provides  that  Pioneer  shall  have  full  discretion  to act for  the  fund in
connection  with the purchase and sale of portfolio  securities  subject only to
the declaration of trust,  bylaws,  currently effective  registrations under the
1940 Act and the  Securities  Act of 1933,  as  amended,  investment  objective,
policies and  restrictions of the fund in effect from time to time, and specific
policies and  instructions  established  from time to time by the trustees.  The
existing management contracts for Pioneer  International Growth Fund and Pioneer
Limited  Maturity Bond Fund include a provision that notice of each purchase and
sale of portfolio  securities  for a fund must promptly be provided to the funds
trustees who may, upon written  action by at least three  trustees,  require the
Manager to repurchase or resell the security involved in such transaction at the
funds  expense.  This  provision  will be deleted from the  proposed  management
contracts for these funds.                                                      

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     PORTFOLIO TRADING. Each existing and proposed management contract expressly
permits Pioneer to engage in portfolio trading.  For a more detailed description
of Pioneer's current portfolio brokerage practices,  see EXHIBIT D to this proxy
statement.                                                                      

     EXPENSE LIMITATION. Each existing and proposed management contract provides
that  Pioneer  may from time to time agree not to impose all or a portion of its
fee or  otherwise  take  action to reduce  expenses  of the fund.  Except as may
otherwise be agreed to by Pioneer,  any such fee limitation or expense reduction
is voluntary  and may be  discontinued  or modified by Pioneer at any time.  The
existing and  proposed  management  contracts  for each fund (other than Pioneer
Fund,  Pioneer Growth  Shares,  Pioneer High Yield Fund,  Pioneer  Mid-Cap Value
Fund, Pioneer Real Estate Shares,  Pioneer Science & Technology Fund and Pioneer
Tax-Managed  Fund) also contain a provision  which limits each fund's  operating
expenses  to the  highest  limit  set by  state  securities  law.  The  proposed
management  contracts  for  these  funds  would be  revised  to  eliminate  this
provision because it is no longer necessary under federal securities laws.      

     OTHER  PROVISIONS.  Each existing and proposed  management  contract (other
than for Pioneer  International  Growth Fund and Pioneer  Limited  Maturity Bond
Fund)  includes a provision  that the fund may pay for  charges and  expenses of
counsel to the "non-interested" trustees as well as counsel to the fund. Each of
Pioneer  International  Growth Fund's and Pioneer  Limited  Maturity Bond Fund's
proposed  management  contract  would be  revised  to  clarify  that the fees of
counsel to the  "non-interested"  trustees are a fund expense.  The existing and
proposed  management  contracts for Pioneer Cash Reserves  Fund,  Pioneer Europe
Fund,  Pioneer  High Yield Fund,  Pioneer  Science &  Technology  Fund,  Pioneer
Strategic  Income Fund and Pioneer  Tax-Managed  Fund permit Pioneer to consider
the sale of the fund's shares in selecting brokers and dealers. The other funds'
proposed  management  contracts would be amended to include this provision.  The
existing and  proposed  management  contracts  for each fund (other than Pioneer
America Income Trust,  Pioneer  Balanced Fund,  Pioneer Bond Fund,  Pioneer Cash
Reserves Fund,  Pioneer  Emerging  Markets Fund,  Pioneer  Europe Fund,  Pioneer
Strategic  Income Fund and Pioneer  Tax-Managed  Fund) contain a provision which
permits Pioneer to delegate its investment advisory duties to a subadviser. Each
other fund's proposed  management  contract would be amended to expressly permit
the use of subadvisers.  Any use of subadvisers  would be subject to approval by
the funds' independent trustees.  The existing and proposed management contracts
for each fund (other than  Pioneer  America  Income  Trust,  Pioneer  Bond Fund,
Pioneer Cash Reserves Fund,  Pioneer Europe Fund, Pioneer  International  Growth
Fund,  Pioneer  Limited  Maturity Bond Fund and Pioneer  Strategic  Income Fund)
contain a provision  which  prohibits the fund from using the name  "Pioneer" in
the event  Pioneer  or any of its  affiliates  ceases  to act as the  investment
adviser  of the fund.  Each  proposed  management  contract  would be amended to
include this provision.                                                         

     Each  existing and  proposed  management  contract  (other than for Pioneer
International  Growth  Fund and Pioneer  Limited  Maturity  Bond Fund)  includes
provisions that provide that: (i) the law of The  Commonwealth of  Massachusetts
shall be the  governing  law of the  contract;  (ii)  Pioneer is an  independent
contractor  and not an  employee of the fund;  (iii) the  contract is the entire
agreement  between the parties  with respect to the matters  described  therein;
(iv) the contract may be executed using  counterpart  signature  pages;  and (v)
invalid or                                                                      

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unenforceable  provisions  of  the  contract  are  severable  and  do not render
the entire agreement  invalid or  unenforceable.  Each of Pioneer  International
Growth  Funds and  Pioneer  Limited  Maturity  Bond  Funds  proposed  management
contract would be amended to include these provisions.                          

MISCELLANEOUS                                                                   

     If approved by shareholders,  each fund's proposed management contract will
become  effective upon the  consummation of the Transaction and will continue in
effect for an initial  period of [two years] and  thereafter  will continue from
year to year  subject to annual  approval  by the board of  trustees in the same
manner as the existing  management  contract.  Each fund's  proposed  management
contract  terminates  if  assigned  (as  defined  in the  1940  Act)  and may be
terminated without penalty by either party, by vote of its board or by a vote of
a majority of the  outstanding  voting  securities of the fund and upon 60 days'
written notice.                                                                 

ADDITIONAL INFORMATION PERTAINING TO PIONEER                                    

     For additional information concerning the management,  ownership structure,
affiliations,  brokerage  policies  and  certain  other  matters  pertaining  to
Pioneer, see EXHIBIT D.                                                         

FACTORS CONSIDERED BY THE TRUSTEES                                              

     The  trustees  of each  fund  determined  that the  terms of each  proposed
management  contract are fair and  reasonable  and that approval of the proposed
management contract on behalf of each fund is in the best interests of the fund.
The trustees also  determined  that the  continuity and efficiency of management
services  after the  consummation  of the  Transaction  can best be  assured  by
approving the proposed  management contract on behalf of each fund. The trustees
believe that the proposed  management contract will enable each fund to continue
to enjoy high  quality  investment  advisory  services  at costs which they deem
appropriate,  reasonable  and in  the  best  interests  of  each  fund  and  its
shareholders.                                                                   

     In evaluating  the proposed  management  contracts,  the trustees  reviewed
materials furnished by Pioneer and UniCredito,  including  information regarding
Pioneer, UniCredito, their respective affiliates and their personnel, operations
and financial condition. The trustees also reviewed the terms of the Transaction
and its possible effects on the funds and their shareholders. Representatives of
Pioneer  discussed with the trustees the anticipated  effects of the Transaction
and, together with a representative  of UniCredito,  indicated their belief that
as a consequence  of the proposed  transaction,  the operations of the funds and
the  capabilities of Pioneer to provide advisory and other services to the funds
would not be  adversely  affected  and should be  enhanced by the  resources  of
UniCredito,  though there could be no assurance  as to any  particular  benefits
that may result. The trustees also reviewed information regarding the investment
performance  of the  funds on an  absolute  basis  and  compared  to  investment
companies  with similar  investment  objectives and policies (the "peer group"),
the fees and expenses incurred by the funds compared to their peer group and the
profitability to Pioneer in managing the funds.                                 

     The trustees  also  specifically  considered  the  following as relevant to
their  recommendations:  (1) that the terms of the proposed management contracts
are  substantially  identical  to those of the  existing  management  contracts,
except for different  execution dates,  effective dates,  termination  dates and
certain  changes;  (2) the  favorable  history,  reputation,  qualification  and
background of Pioneer and  UniCredito,  as well as the  qualifications  of their

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personnel  and  their  respective  financial  conditions;  (3)  that the fee and
expense  ratios of the funds  are  reasonable  given  the  quality  of  services
expected  to be provided  and are  comparable  to the fee and expense  ratios of
similar  mutual  funds;  (4)  the  relative   performance  of  the  funds  since
commencement of operations (or since Pioneer has served as the fund's investment
adviser,  if later) to comparable  mutual funds and unmanaged  indices;  (5) the
commitment  of PGI to pay the  expenses  of the  funds  in  connection  with the
Transaction  so that  shareholders  of the  funds  would  not have to bear  such
expenses; (6) the possibility of benefits that may be realized by the funds as a
result of Pioneer's  affiliation  with  UniCredito,  including  any resources of
UniCredito  that would be  available  to Pioneer;  (7) the  Transaction  ensures
continuity of management  of the funds and reduces  vulnerability  to changes in
control  of PGI that may be  adverse  to the  funds'  interests;  and (8)  other
factors deemed relevant by the trustees.                                        

SECTION 15(F) OF THE 1940 ACT                                                   

     Section  15(f) of the 1940  Act  permits,  in the  context  of a change  in
control of an investment adviser to a registered investment company, the receipt
by such investment  adviser (or any of its affiliated  persons) of any amount or
benefit in connection  with such sale, as long as two  conditions are satisfied.
First,  there may not be imposed an "unfair burden" on the investment company as
a  result  of the  sale of such  interest,  or any  express  or  implied  terms,
conditions or understandings  applicable  thereto.  The term "unfair burden," as
defined in the 1940 Act,  includes any  arrangement  during the two-year  period
after  the  transaction  whereby  the  investment  adviser  (or  predecessor  or
successor adviser), or any interested person of any such adviser, receives or is
entitled  to  receive  any  compensation,   directly  or  indirectly,  from  the
investment  company  or its  security  holders  (other  than  fees for bona fide
investment  advisory or other  services),  or from any person in connection with
the purchase or sale of  securities  or other  property to, from or on behalf of
the  investment  company  (other  than  ordinary  fees for bona  fide  principal
underwriting services).                                                         

     The  boards  of  trustees   have  not  been   advised  by  Pioneer  of  any
circumstances  arising from the Transaction  that might result in the imposition
of an "unfair  burden"  being  imposed on the funds.  Moreover,  UniCredito  has
agreed in the Merger  Agreement  that (i) for a period of three  years after the
consummation  of  the  Transaction,  UniCredito  and  its  affiliates  will  use
reasonable  efforts to assure that at least 75% of each fund's board of trustees
are not  "interested  persons"  (as  defined in the 1940 Act) of  UniCredito  or
Pioneer,  (ii)  for  two  years  after  the  consummation  of  the  Transaction,
UniCredito and its affiliates will refrain from imposing, or agreeing to impose,
an unfair burden on any fund and (iii)  UniCredito and its  affiliates  will use
reasonable  efforts to ensure  that any  vacancy on a fund's  board of  trustees
shall be filled by a person who is not an  "interested  person" of UniCredito or
Pioneer and who has been selected by that fund's independent trustees.          

TRUSTEES' RECOMMENDATION                                                        

     The  independent  trustees  of each  fund held  meetings  to  consider  the
proposed management  contracts and the Transaction on May 25, 2000 and June ___,
2000, and the entire board of trustees considered the proposal at a meeting held
on June ___,  2000.  Based on their  evaluation of the  materials  presented and
assisted by the advice of independent  counsel, the trustees at the meeting held
on June ___, 2000,  including all the trustees who are not "interested          

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persons"  of  any fund, Pioneer  or  UniCredito, unanimously  concluded that the
terms of the proposed management contract for each fund are reasonable, fair and
in the  best  interests  of such  fund and its  shareholders,  and that the fees
provided  therein are fair and  reasonable  in light of the usual and  customary
charges  made by  others  for  services  of the same  nature  and  quality.  The
trustees, by a vote cast at the meeting,  approved and voted to recommend to the
shareholders of each fund that they approve the proposed management contract.   

     If the  shareholders  of a fund  do not  approve  the  proposed  management
contract  with respect to their fund and the  Transaction  is  consummated,  the
trustees of such fund would consider what further action to take consistent with
their fiduciary  duties to the fund. Such actions may include  obtaining for the
fund  interim  investment  advisory  services at cost or at the current fee rate
either from  Pioneer or from  another  advisory  organization.  Thereafter,  the
trustees of such fund would either negotiate a new investment advisory agreement
with an advisory organization selected by the trustees or make other appropriate
arrangements.  In the event the  Transaction is not  consummated,  Pioneer would
continue to serve as  investment  adviser of the funds  pursuant to the terms of
the existing management contracts.                                              

REQUIRED VOTE                                                                   

     As  provided  under  the 1940 Act,  approval  of each  proposed  management
contract  will  require  the  vote  of a  majority  of  the  outstanding  voting
securities of the applicable  fund. In accordance  with the 1940 Act and as used
in this Proposal 1(a) and Proposal 1(b), a "majority of the  outstanding  voting
securities"  of a fund  means the lesser of (1) 67% or more of the shares of the
fund  present  at a  shareholder  meeting  if the owners of more than 50% of the
shares of the fund then  outstanding  are present in person or by proxy,  or (2)
more  than 50% of the  outstanding  shares of the fund  entitled  to vote at the
shareholder meeting.                                                            

     However,  in  addition  to the legal  requirement  under the 1940 Act,  the
consummation of the Transaction is conditioned upon the approval of the proposed
management  contracts by  shareholders  of the funds and approval of similar new
management  contracts by  shareholders  of other funds in the Pioneer  Family of
Funds,  together  representing  at least  92.5% of the  aggregate  assets in the
Pioneer Family of Funds.                                                        

     FOR THE  REASONS SET FORTH  ABOVE,  THE  TRUSTEES OF YOUR FUND  UNANIMOUSLY
RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSED MANAGEMENT CONTRACT.  

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 PROPOSAL 1(B)
APPROVAL OF A NEW SUBADVISORY CONTRACT
 (PIONEER INDO-ASIA FUND ONLY)

SUMMARY                                                                         

     Pioneer has  retained the  services of Kothari  Pioneer AMC Ltd.  ("Kothari
Pioneer") as the Indian  subadviser  to Pioneer  Indo-Asia  Fund.  As the Indian
subadviser to the fund, Kothari Pioneer  identifies and analyzes  industries and
individual  issuers of Indian  securities,  provides  analyses of  economic  and
political  trends  and  developments  and  their  potential  effect  on  India's
securities  markets  and  the  fund's   investments,   monitors  regulatory  and
procedural  developments occurring in Indian securities markets, and reviews and
analyzes the fund's Indian investments.                                         

     Kothari  Pioneer is a joint venture of Pioneer and the Investment  Trust of
India Limited ("ITI"), a corporation  organized under the laws of India. ITI was
established  in  1946  and is one of  India's  leading  providers  of  financial
services. Kothari Pioneer's main office is at Kothari Buildings, 117, N.H. Road,
Madras, 600 034 India.                                                          

     At a meeting of the board of  trustees  of Pioneer  Indo-Asia  Fund held on
June  13,  2000,  the  trustees,  including  all of the  trustees  who  are  not
"interested  persons"  of the fund,  Pioneer,  Kothari  Pioneer  or  UniCredito,
unanimously  approved  as in the best  interest  of  shareholders,  and voted to
recommend that the  shareholders of the fund approve,  a proposal to adopt a new
subadvisory  contract  (the  "proposed  subadvisory  contract")  effective  upon
consummation of the Transaction.                                                

     Shareholders  of Pioneer  Indo-Asia  Fund are being  asked to  approve  the
proposed  subadvisory  contract with Kothari  Pioneer.  The  consummation of the
Transaction  will  constitute  an  "assignment"  (as defined in the 1940 Act) of
Pioneer's  current  subadvisory  contract  with Kothari  Pioneer (the  "existing
subadvisory  contract").  As required by the 1940 Act, the existing  subadvisory
contract  provides for its automatic  termination in the event of an assignment.
Accordingly,   the  existing   subadvisory  contract  will  terminate  upon  the
consummation  of the  Transaction  and the  proposal to adopt a new  subadvisory
contract is being proposed to enable  Kothari  Pioneer to continue to manage the
fund's investments in Indian securities.                                        

TERMS OF THE PROPOSED SUBADVISORY CONTRACT AND EXISTING SUBADVISORY CONTRACT    

     The terms of Pioneer  Indo-Asia  Fund's proposed  subadvisory  contract are
substantially  identical  to  the  terms  of  the  fund's  existing  subadvisory
contract,  except  for the date of  execution,  effectiveness  and  termination.
Pioneer,  and not the fund,  pays a portion of the fee it receives from the fund
to Kothari Pioneer as compensation for Kothari Pioneer's subadvisory services to
the fund. The stated  subadvisory  fee to be paid by Pioneer is identical  under
the proposed subadvisory contract and the existing subadvisory contract. All the
terms described below with respect to the fund's proposed  subadvisory  contract
were contained in the existing subadvisory contract.                            

     The following summary of the proposed  subadvisory contract is qualified by
reference to the form of proposed  subadvisory  contract  attached to this proxy
statement as EXHIBIT A3.                                                        

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     SUBADVISORY  SERVICES.  The subadvisory  services to be provided by Kothari
Pioneer to Pioneer  Indo-Asia Fund under the proposed  subadvisory  contract are
identical  to those  provided  by  Kothari  Pioneer  under the  fund's  existing
subadvisory contract.  Pursuant to the terms of the fund's subadvisory contract,
Kothari Pioneer serves as adviser with regard to the fund's investment in Indian
securities. However, Kothari Pioneer is not authorized to buy or sell securities
for the  account of the fund  without  Pioneer's  prior  written  authorization.
Pioneer determines the amount of the fund's assets invested from time to time in
Indian  securities.  There is no  minimum or  maximum  percentage  of the fund's
assets that is  invested in Indian  securities.  The maximum  percentage  of the
fund's  assets  invested  in Indian  securities  was ___% during the fund's most
recently completed fiscal year.                                                 

     SUBADVISORY  FEES.  For its  services,  Kothari  Pioneer is  entitled  to a
subadvisory fee from Pioneer.  Pioneer  Indo-Asia Fund has no  responsibility to
pay any fee to  Kothari  Pioneer.  The  method  and  rate  for  calculating  the
subadvisory  fee will be the same under the  proposed  subadvisory  contract  as
under the existing  subadvisory  contract.  Under both the existing and proposed
subadvisory contracts, Pioneer pays Kothari Pioneer a fee at an annual rate as a
percentage  of the fund's  average gross assets  invested in India's  securities
markets,  including  assets  invested  in  American,  global  or other  types of
depositary receipts for securities traded in India's securities markets:        

                                                                [Download Table]

             ASSETS                        FEE 
                                               
$0 to 15 million                          0.10%
$15 to 40 million                         0.20%
$40 to 60 million                         0.40%
Over $60 million                          0.60%

THERE  WILL  BE  NO INCREASE  IN  THE  SUBADVISORY  FEE RATE IN CONNECTION  WITH
THE  TRANSACTION.  If the proposed  subadvisory  contract had been in effect for
Pioneer  Indo-Asia  Fund's most recently  completed  fiscal year,  the amount of
subadvisory fees payable to Kothari Pioneer by Pioneer would have been identical
to those payable under the existing subadvisory contract.                       

     The  aggregate  amount of  investment  subadvisory  fees paid by Pioneer to
Kothari Pioneer for Pioneer Indo-Asia Fund's most recently completed fiscal year
is set forth in EXHIBIT C to this proxy  statement.  The date that the  existing
subadvisory  contract was most recently  submitted to shareholders  for approval
and the purpose for such submission is also set forth in EXHIBIT C.             

OTHER PROVISIONS UNDER THE EXISTING AND PROPOSED SUBADVISORY CONTRACTS          

     STANDARD OF CARE.  Under the existing and proposed  subadvisory  contracts,
Kothari  Pioneer  "will not be liable for any error of  judgment or for any loss
sustained by reason of the adoption of any  investment  policy or the  purchase,
sale, or retention of any security" on the  recommendation  of Kothari  Pioneer.
Kothari Pioneer,  however, shall not be protected against liability by reason of
its ". . . (a)  willful  misfeasance,  bad  faith  or  gross  negligence  in the
performance of its duties,  (b) its reckless  disregard of its  obligations  and
duties under" either the existing or proposed subadvisory contracts,  or (c) any
mistake or  negligence of Kothari  Pioneer with respect to  applicable  law, the
direction of portfolio transactions to affiliated broker dealers                

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in  violation  of  either  contract,  Kothari  Pioneer's  responsibilities  with
respect to corporate  actions of issuers of securities held by the fund, but not
registered in the fund's name, or Kothari Pioneer's  responsibility for ensuring
compliance with transaction volume limits with respect to the fund's investments
in Indian securities markets.                                                   

     OTHER PROVISIONS.  The existing and proposed subadvisory  contracts include
provisions that provide that: (i) the law of The  Commonwealth of  Massachusetts
shall  be  the  governing  law of  the  contract;  (ii)  Kothari  Pioneer  is an
independent  contractor  and not an employee  of Pioneer or the fund;  (iii) the
contract is the entire agreement between the parties with respect to the matters
described therein; (iv) the contract may be executed using counterpart signature
pages; and (v) invalid or unenforceable provisions of the contract are severable
and do not render the entire agreement invalid or unenforceable.                

MISCELLANEOUS                                                                   

     If  approved  by  shareholders  of Pioneer  Indo-Asia  Fund,  the  proposed
subadvisory  contract  will  become  effective  upon  the  consummation  of  the
Transaction  and will continue in effect for an initial  period of two years and
thereafter  will  continue  from year to year subject to annual  approval by the
board of trustees in the same manner as the existing subadvisory  contract.  The
proposed  subadvisory  contract  terminates  if assigned (as defined in the 1940
Act) and may be terminated without penalty by either party, by vote of its board
or by a vote of a majority of the outstanding  voting securities of the fund and
upon 60 days' written notice.                                                   

FACTORS CONSIDERED BY THE TRUSTEES                                              

     The trustees of Pioneer  Indo-Asia  Fund  determined  that the terms of the
proposed  subadvisory  contract are fair and reasonable and that approval of the
proposed  subadvisory contract on behalf of the fund is in the best interests of
the fund.  The trustees also  determined  that the  continuity and efficiency of
management  services  after  the  consummation  of the  Transaction  can best be
assured by approving  the proposed  subadvisory  contract on behalf of the fund.
The trustees believe that the proposed subadvisory contract will enable the fund
to continue to enjoy high quality investment subadvisory services with regard to
its Indian  investments at costs which they deem appropriate,  reasonable and in
the best interests of the fund and its shareholders.                            

     In evaluating  the proposed  subadvisory  contract,  the trustees  reviewed
materials  furnished  by  Pioneer,  Kothari  Pioneer and  UniCredito,  including
information  regarding Pioneer,  Kothari Pioneer,  UniCredito,  their respective
affiliates and their personnel, operations and financial condition. The trustees
also reviewed the terms of the Transaction and its possible  effects on the fund
and its shareholders. Representatives of Pioneer discussed with the trustees the
anticipated  effects of the Transaction and,  together with a representative  of
UniCredito,  indicated  their  belief  that  as a  consequence  of the  proposed
transaction,  the operations of the fund and the capabilities of Kothari Pioneer
to provide  subadvisory  and other  services to the fund would not be materially
adversely  affected and may be enhanced by the resources of  UniCredito,  though
there could be no assurance as to any particular benefits that may result.      

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     The trustees  also  specifically  considered  the  following as relevant to
their  recommendations:  (1) that the terms of the proposed subadvisory contract
are  substantially  identical  to those of the  existing  subadvisory  contract,
except for different execution dates, effective dates and termination dates; (2)
the favorable  history,  reputation,  qualification  and  background of Pioneer,
Kothari Pioneer and UniCredito, as well as the qualifications of their personnel
and their respective financial  conditions;  (3) that the fee and expense ratios
of the fund are reasonable given the quality of services expected to be provided
and are comparable to the fee and expense  ratios of similar  mutual funds;  (4)
the  relative  performance  of the fund  since  commencement  of  operations  to
comparable mutual funds and unmanaged indices;  (5) the commitment of PGI to pay
the expenses of the fund in connection with the Transaction so that shareholders
of the fund  would  not  have to bear  such  expenses;  (6) the  possibility  of
benefits  that may be realized by the fund as a result of Pioneer's  affiliation
with  UniCredito,  including any resources of UniCredito that would be available
to Pioneer; and (7) other factors deemed relevant by the trustees.              

TRUSTEES' RECOMMENDATION                                                        

     The  independent  trustees  of  Pioneer  Indo-Asia  Fund held a meeting  to
consider the proposed  subadvisory  contract and the Transaction on May 25, 2000
and June ___, 2000, and the entire board of trustees  considered the proposal at
a meeting held on June ___,  2000.  Based on their  evaluation  of the materials
presented and assisted by the advice of independent counsel, the trustees at the
meeting  held  on  June  13,  2000,  including  all  the  trustees  who  are not
"interested  persons"  of the fund,  Pioneer,  Kothari  Pioneer  or  UniCredito,
unanimously  concluded that the terms of the proposed  subadvisory  contract for
the fund are  reasonable,  fair  and in the best  interests  of the fund and its
shareholders,  and that the fees  provided  therein are fair and  reasonable  in
light of the usual and customary charges made by others for services of the same
nature and quality.  The trustees,  by a vote cast at the meeting,  approved and
voted to  recommend  to the  shareholders  of the fund  that  they  approve  the
proposed subadvisory contract.                                                  

     If the  shareholders of Pioneer  Indo-Asia Fund do not approve the proposed
subadvisory  contract and the  Transaction is  consummated,  the trustees of the
fund would consider what further action to take  consistent with their fiduciary
duties to the fund.  Such  actions may include  obtaining  for the fund  interim
subadvisory  services at cost or at the  current  fee rate  either from  Kothari
Pioneer or from another subadviser.  Thereafter,  the trustees of the fund would
recommend that Pioneer either negotiate a new subadvisory agreement with another
subadviser approved by the trustees or make other appropriate  arrangements.  In
the event the Transaction is not consummated,  Kothari Pioneer would continue to
serve  as  subadviser  of the  fund  pursuant  to  the  terms  of  the  existing
subadvisory contract.                                                           

REQUIRED VOTE                                                                   

     As  provided  under  the 1940 Act,  approval  of the  proposed  subadvisory
contract  will  require  the  vote  of a  "majority  of the  outstanding  voting
securities" of Pioneer Indo-Asia Fund, as described in Proposal 1(a).           

     FOR THE  REASONS SET FORTH  ABOVE,  THE  TRUSTEES OF YOUR FUND  UNANIMOUSLY
RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSED SUBADVISORY CONTRACT. 

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PROPOSAL 2
 ELECTION OF BOARD OF TRUSTEES

     Shareholders  of each fund other than Pioneer Real Estate  Shares are being
asked to consider  the  election  of eight  nominees to the board of trustees of
their  respective  fund.  Shareholders  of Pioneer Real Estate  Shares are being
asked to consider the election of nine nominees to the board of trustees. All of
the nominees for election to the funds'  boards of trustees  currently  serve as
trustees for each fund for which such person is a nominee.  Each trustee will be
elected to hold office  until the next meeting of  shareholders  or until his or
her  successor is elected and  qualified.  Each  nominee has  consented to being
named in this proxy  statement and indicated his or her  willingness to serve if
elected.  If any  nominee  should  be unable  to  serve,  an event  which is not
anticipated,  the  persons  named as proxies  may vote for such other  person as
shall be  designated  by the fund's board of trustees.  The persons named on the
accompanying  proxy  card  intend  to  vote  at the  meeting  (unless  otherwise
directed) for the election of the nominees named below as trustees of the fund. 

     The following table sets forth each nominee's  position(s)  with each fund,
and his or her age, address, principal occupation and employment during the past
five years and any other  directorship  held.  The table also indicates the year
during which he or she first became a trustee of a fund and the number of shares
of each fund beneficially owned by each nominee,  directly or indirectly, on May
31, 2000.                                                                       

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                                                        [Enlarge/Download Table]

                                                 PRINCIPAL OCCUPATION                NUMBER OF SHARES OWNED AND 
NAME (AGE), POSITION(S) WITH EACH                    OR EMPLOYMENT                   PERCENTAGE OF TOTAL SHARES 
         FUND AND ADDRESS                    AND TRUSTEE/DIRECTORSHIPS(1)            OUTSTANDING ON MAY 31, 2000
                                                                                                                
JOHN F. COGAN, JR.* (74)           President, Chief Executive Officer and a                                     
CHAIRMAN OF THE BOARD, PRESIDENT   Director of PGI; Chairman and a Director of                                  
AND TRUSTEE                        Pioneer, PFD, Closed Joint-Stock Company                                     
60 State Street                    "Forest-Starma" and Pioneer Global Funds                                     
Boston, MA  02109                  Distributor, Ltd.; Director of Pioneer Real                                  
                                   Estate Advisors, Inc. ("PREA"), Pioneer Forest,                              
                                   Inc., Pioneer Management (Ireland) Limited                                   
                                   ("PMIL"), Pioneer First Investment Fund and                                  
                                   PIOGlobal Corporation ("PIOGlobal");                                         
                                   President and Director of Pioneer                                            
                                   International Corporation ("PIntl"), Pioneer                                 
                                   First Russia, Inc. ("PFR") and Pioneer                                       
                                   Omega, Inc. ("Pioneer Omega"); Member of the                                 
                                   Supervisory Board of Pioneer Fonds Marketing                                 
                                   GmbH, Pioneer First Polish Investment Fund                                   
                                   Joint Stock Company ("Pioneer First                                          
                                   Polish"), Pioneer Czech Investment Company,                                  
                                   a.s. ("Pioneer Czech") and Pioneer Universal                                 
                                   Pension Fund Company; Chairman, President                                    
                                   and Trustee of all of the Pioneer mutual                                     
                                   funds; Director of Pioneer America Income                                    
                                   Fund Plc, Pioneer Diversified Income Fund                                    
                                   Plc, Pioneer Global Equity Fund Plc, Pioneer                                 
                                   Global Bond Fund Plc, Pioneer Euro Reserve                                   
                                   Fund Plc, Pioneer European Equity Fund Plc,                                  
                                   Pioneer Emerging Europe Fund Plc, Pioneer                                    
                                   Greater Asia Fund Plc, Pioneer U.S. Growth                                   
                                   Fund Plc and Pioneer US Real Estate Fund                                     
                                   Plc, (collectively, the "Irish Funds"); and                                  
                                   Of Counsel, Hale and Dorr LLP (counsel to                                    
                                   PGI and the funds).                                                          

MARY K. BUSH                       President, Bush & Co. (international financing                               
(52)                               advisory firm); Director and/or Trustee of                                   
TRUSTEE                            Mortgage Guaranty Insurance Corporation, Hoover                              
4201 Cathedral Ave., N.W.          Institution, March of Dimes, Wilberforce                                     
Washington, D.C.  20016            University, Texaco, Inc., Building One Services                              
                                   Corporation and R.J. Reynolds Tobacco Holdings,                              
                                   Inc.; Advisory Board Member, Washington Mutual                               
                                   Investors Fund (registered investment company);                              
                                   and Trustee of all of the Pioneer mutual funds,                              
                                   except Pioneer Variable Contracts Trust.                                     

                                      19                                                                        

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                                                 PRINCIPAL OCCUPATION                NUMBER OF SHARES OWNED AND 
NAME (AGE), POSITION(S) WITH EACH                    OR EMPLOYMENT                   PERCENTAGE OF TOTAL SHARES 
         FUND AND ADDRESS                    AND TRUSTEE/DIRECTORSHIPS(1)            OUTSTANDING ON MAY 31, 2000
                                                                                                                
BLAKE EAGLE+                       Chairman of the Center for Real Estate,                                      
(6[7])                             Massachusetts Institute of Technology since                                  
TRUSTEE OF PIONEER REAL ESTATE     1994; Member of the Capital Markets Task Force                               
SHARES                             for the Urban Land Institute; Director of                                    
Massachusetts Institute of         Bentall Corporation (Canadian real estate firm),                             
Technology                         Cornerstone Properties, Inc. (real estate firm                               
Building W31 310                   listed on the Frankfurt Stock Exchange) and                                  
Cambridge, MA  02139               Storage Trust Realty (real estate firm listed on                             
                                   the New York Stock Exchange); Chairman of the                                
                                   Institutional Real Estate Clearinghouse (a                                   
                                   nonprofit organization); Member of the Real                                  
                                   Estate Advisory Committee of the New York State                              
                                   Teachers' Retirement Plan; and Member of the                                 
                                   Shared Investment Committee of Copley Investors                              
                                   Limited Partnership.                                                         

RICHARD H. EGDAHL, M.D.            Alexander Graham Bell Professor of Health Care                               
(73)                               Entrepreneurship, Boston University; Professor                               
TRUSTEE                            of Management, Boston University School of                                   
Boston University Health Policy    Management; Professor of Public Health, Boston                               
Institute                          University School of Public Health; Professor of                             
53 Bay State Road                  Surgery, Boston University School of Medicine;                               
Boston, MA  02215                  University Professor, Boston University;                                     
                                   Director, Boston University Health Policy                                    
                                   Institute, University Program for Health Care                                
                                   Entrepreneurship; Trustee, Boston Medical                                    
                                   Center; and Trustee of all of the Pioneer                                    
                                   mutual funds.                                                                

MARGARET B.W. GRAHAM               Founding Director, The Winthrop Group, Inc.                                  
(53)                               (consulting firm); and Trustee of all of the                                 
TRUSTEE                            Pioneer mutual funds, except Pioneer Variable                                
The Keep                           Contracts Trust.                                                             
P.O. Box 110                                                                                                    
Little Deer Isle, ME                                                                                            
04650                                                                                                           

MARGUERITE A. PIRET                President, Newbury, Piret & Company, Inc.                                    
(52)                               (merchant banking firm); Trustee of Boston                                   
TRUSTEE                            Medical Center; Member of the Board of Governors                             
One Boston Place                   of the Investment Company Institute; Director,                               
26th Floor                         Organogenesis Inc. (tissue engineering company);                             
Boston, MA  02108                  and Trustee of all of the Pioneer mutual funds.                              

DAVID D. TRIPPLE*                  Executive Vice President and a Director of PGI;                              
(56)                               President and a Director of Pioneer and PFD;                                 
EXECUTIVE VICE PRESIDENT AND       Director of Pioneering Services Corporation                                  
TRUSTEE                            ("PSC"), PIntl, PIOGlobal, Pioneer Omega, PMIL                               
60 State Street                    and the Irish Funds; Member of the Supervisory                               
Boston, MA  02109                  Board of Pioneer First Polish,                                               

                                      20                                                                        

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                                                 PRINCIPAL OCCUPATION                NUMBER OF SHARES OWNED AND 
NAME (AGE), POSITION(S) WITH EACH                    OR EMPLOYMENT                   PERCENTAGE OF TOTAL SHARES 
         FUND AND ADDRESS                    AND TRUSTEE/DIRECTORSHIPS(1)            OUTSTANDING ON MAY 31, 2000
                                                                                                                
                                   Pioneer Czech and Pioneer Asset Management,                                  
                                   S.A.; and Executive Vice President and Trustee                               
                                   of all of the Pioneer mutual funds.                                          

STEPHEN K. WEST                    Of Counsel, Sullivan & Cromwell (law firm);                                  
(71)                               Director, Dresdner RCM Global Strategic Income                               
TRUSTEE                            Fund, Inc. since May 1997 and The Swiss Helvetia                             
125 Broad Street                   Fund, Inc. since 1995 (investment companies),                                
New York, NY  10004                AMVESCAP PLC (investment managers) since 1997                                
                                   and ING American Insurance Holdings, Inc.;                                   
                                   Trustee, The Winthrop Focus Funds (investment                                
                                   companies); and Trustee of all of the Pioneer                                
                                   mutual funds.                                                                

JOHN WINTHROP                      President, John Winthrop & Co., Inc. (private                                
(64)                               investment firm); Director of NUI Corp. (energy                              
TRUSTEE                            sales, services and distribution); and Trustee                               
One North Adgers Wharf             of all of the Pioneer mutual funds, except                                   
Charleston, SC  29401              Pioneer Variable Contracts Trust.                                            

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

*    Messrs. Cogan and Tripple are "interested persons" of each fund and Pioneer
within the meaning of Section 2(a)(19) of the 1940 Act.               
+    For consideration by shareholders of Pioneer Real Estate Shares only.      
++   As of May 31, 2000,  the  trustees  and  officers of the fund  beneficially
     owned,  directly or indirectly,  in the aggregate less than 1% of the funds
outstanding shares.                                                   

1  Pioneer America Income Trust                                                 
2  Pioneer Balanced Fund                                                        
3  Pioneer Bond Fund                                                            
4  Pioneer Cash Reserves Fund                                                   
5  Pioneer Emerging Markets Fund                                                
6  Pioneer Equity-Income Fund                                                   
7  Pioneer Europe Fund                                                          
8  Pioneer Fund                                                                 
9  Pioneer Growth Shares                                                        
10 Pioneer High Yield Fund                                                      
11 Pioneer Indo-Asia Fund                                                       
12 Pioneer International Growth Fund                                            
13 Pioneer Limited Maturity Bond Fund                                           
14 Pioneer Micro-Cap Fund                                                       
15 Pioneer Mid-Cap Fund                                                         
16 Pioneer Mid-Cap Value Fund                                                   
17 Pioneer Real Estate Shares                                                   
18 Pioneer Science & Technology Fund                                            
19 Pioneer Small Company Fund                                                   
20 Pioneer Strategic Income Fund                                                
21 Pioneer Tax-Free Income Fund                                                 
22 Pioneer Tax-Managed Fund                                                     
23 Pioneer II                                                                   
24 Pioneer World Equity Fund                                                    

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     Each  nominee  has served as a trustee for each fund since the later of (i)
the fund's  inception or the date on which  Pioneer was  appointed as investment
adviser and (ii) since _______ for Mr. Cogan, ______ for Ms. Bush, _____ for Dr.
Egdahl,  _____ for Ms. Graham,  _______ for Ms. Piret,  ______ for Mr.  Tripple,
_____ for Mr. West and ______ for Mr. Winthrop.                                 

     Ms. Piret,  Mr. West and Mr.  Winthrop serve on the audit  committee of the
board of trustees for each fund.  The functions of the audit  committee  include
recommending  independent  auditors to the trustees,  monitoring the independent
auditors' performance, reviewing the results of audits and responding to certain
other matters deemed appropriate by the trustees.  Ms. Graham, Ms. Piret and Mr.
Winthrop  serve on the  nominating  committee  of the board of trustees for each
fund. The primary  responsibility  of the nominating  committee is the selection
and  nomination of candidates to serve as independent  trustees.  The nominating
committee will also consider  nominees  recommended by  shareholders to serve as
trustees provided that shareholders  submitting such recommendations comply with
all relevant provisions of Rule 14a-8 under the Securities Exchange Act of 1934.

     Meetings  of the board of  trustees  for each  fund are held  concurrently.
During the most recently  completed fiscal year for each fund other than Pioneer
Real Estate Shares, the board of trustees held 12 meetings,  the audit committee
held 11 meetings and the nominating committee did not hold any meetings.  During
the most  recently  completed  fiscal year for Pioneer Real Estate  Shares,  the
board of trustees held four meetings, the audit committee held four meetings and
the nominating committee did not hold any meetings.  All of the current trustees
and committee  members then serving attended at least 75% of the meetings of the
board of trustees and  applicable  committees,  if any,  held during each fund's
most recently completed fiscal year.                                            

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

OTHER EXECUTIVE OFFICERS                                                        

     In addition to Messrs.  Cogan and Tripple,  who serve as executive officers
of each fund, the following table provides information with respect to the other
executive  officers of each fund. Each executive officer is elected by the board
of trustees and serves until his  successor is chosen and qualified or until his
resignation or removal by the board. The business address of all officers of the
funds is 60 State Street, Boston, Massachusetts 02109.                          

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                                                        [Enlarge/Download Table]

        NAME (AGE), AND POSITION WITH EACH FUND                    PRINCIPAL OCCUPATION(S)                                
        ---------------------------------------                    -----------------------                                
                                                                                                                          
ERIC W. RECKARD (44), Treasurer                  Executive  Vice  President,  Chief  Financial  Officer  and              
                                                 Treasurer of PGI since June 1999; Treasurer of Pioneer, PFD, PSC,        
                                                 PIntl, PREA, PFR and Pioneer Omega since June 1999; Vice                 
                                                 President-Corporate Finance of PGI from February 1999 to June            
                                                 1999; Manager of Fund Accounting, Business Planning and Internal         
                                                 Audit of PGI since September 1996; Manager of Fund Accounting and        
                                                 Compliance of PGI from May 1995 to September 1996; and Treasurer         
                                                 of all of the Pioneer mutual funds (Assistant Treasurer prior            
                                                 to June 1999).                                                           

JOSEPH P. BARRI (53), Secretary Corporate                                                                                 
                                                 Secretary of PGI and most of its subsidiaries; Secretary of all of       
                                                 the Pioneer mutual funds; and Partner, Hale and Dorr LLP.                

VINCENT NAVE (55), Assistant Treasurer           Vice President-Fund Accounting, Administration and Custody Services      
                                                 of Pioneer (Manager from September 1996 to February 1999); and           
                                                 Assistant Treasurer of all of the Pioneer mutual funds since June 1999.  

ROBERT P. NAULT (36), Assistant Secretary        Senior Vice President of PGI since 1998; General Counsel and             
                                                 Assistant Secretary of PGI; Assistant Secretary of Pioneer, certain      
                                                 other PGI subsidiaries and all of the Pioneer mutual funds; and Assistant
                                                 Clerk of PFD and PSC.                                                    

REMUNERATION OF TRUSTEES AND OFFICERS                                           

     Compensation  paid by the  funds to  Messrs.  Cogan  and  Tripple,  who are
interested  persons of Pioneer,  is reimbursed to the funds by Pioneer.  None of
the funds pay the salary or other compensation of its officers. See EXHIBIT E to
this proxy statement for information  regarding the compensation  paid by all of
the  investment  companies  in the Pioneer  Family of Funds to the  trustees for
their services.                                                                 

INVESTMENT ADVISER, ADMINISTRATOR AND PRINCIPAL UNDERWRITER                     

     Pioneer and PFD,  whose  executive  offices are located at 60 State Street,
Boston,  Massachusetts  02109, serve as investment adviser and administrator and
principal underwriter, respectively, to each fund.                              

REQUIRED VOTE                                                                   

     In  accordance  with  each  fund's  declaration  of  trust,  the  vote of a
plurality  of all of the  shares of a fund voted at the  shareholder  meeting is
sufficient to elect the nominees for that fund. This means that, with respect to
each fund, the eight nominees (nine nominees with respect to Pioneer Real Estate
Shares)  receiving the greatest  number of votes will be elected to the board of
that fund. The election of trustees is not contingent  upon the  consummation of
the Transaction or the approval of the proposed management contracts.           

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RECOMMENDATION                                                                  

     FOR THE  REASONS SET FORTH  ABOVE,  THE  TRUSTEES OF YOUR FUND  UNANIMOUSLY
RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOR OF EACH OF THE NOMINEES.              

INFORMATION CONCERNING THE MEETING

OUTSTANDING SHARES AND QUORUM                                                   

     See  EXHIBIT  F to  this  proxy  statement  for the  number  of  shares  of
beneficial  interest of each fund that are  outstanding  as of the record  date.
Only  shares of record as of the record  date are  entitled  to notice of and to
vote at the meeting.  A majority of the outstanding shares of each fund that are
entitled to vote will be considered a quorum for the  transaction of business by
that fund.                                                                      

OWNERSHIP OF SHARES OF THE FUNDS                                                

     Each  person  that,  to the  knowledge  of the  funds,  owned of  record or
beneficially 5% or more of the outstanding  shares of any of the funds as of May
31, 2000 is listed in EXHIBIT G to this proxy statement.                        

SHAREHOLDER PROPOSALS                                                           

     The funds are not required to hold annual meetings of  shareholders  and do
not  currently  intend to hold  meetings of  shareholders  in 2001.  Shareholder
proposals  to be  presented  at the  next  meeting  of  shareholders  of a fund,
whenever held, must be received at the funds' offices, 60 State Street,  Boston,
Massachusetts 02109, at a reasonable time prior to the trustees' solicitation of
proxies for the  meeting.  The  submission  by a  shareholder  of a proposal for
inclusion  in a proxy  statement  does not  guarantee  that it will be included.
Shareholder  proposals  are  subject to certain  regulations  under the  federal
securities laws.                                                                

SHARES HELD IN RETIREMENT PLANS                                                 

     The trustee or custodian of certain  retirement  plans is permitted to vote
any  shares  held in such  plans  in  proportion  to the  percentages  voted  by
shareholders  in person and by proxy, or in some cases, if necessary to obtain a
quorum.                                                                         

PROXIES, QUORUM AND VOTING AT THE MEETING                                       

     Any  shareholder who has given his or her proxy to someone has the power to
revoke that proxy at any time prior to its exercise by  executing a  superseding
proxy or by submitting a notice of revocation to the secretary of the funds.  In
addition,  although mere attendance at the shareholder meeting will not revoke a
proxy, a shareholder  present at the shareholder meeting may withdraw his or her
proxy and vote in person.  All properly  executed and unrevoked proxies received
in time  for the  shareholder  meeting  will be  voted  in  accordance  with the
instructions  contained in the proxies.  If no instruction is given, the persons
named as  proxies  will  vote the                                               

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shares  represented  thereby  in  favor  of  the  proposals  described above and
will use their best judgment in connection  with the  transaction  of such other
business as may properly come before the shareholder  meeting or any adjournment
thereof.                                                                        

     With  respect to each  fund,  a majority  of the shares  entitled  to vote,
present  in  person  or  represented  by  proxy,  constitutes  a quorum  for the
transaction of business with respect to any proposal (unless  otherwise noted in
the  proxy  statement).  In the  event  that,  at the  time any  session  of the
shareholder  meeting  for a fund is called to order,  a quorum is not present in
person or by proxy,  the persons  named as proxies may vote those  proxies which
have been received to adjourn the shareholder  meeting with respect to that fund
to a later date. In the event that a quorum is present but  sufficient  votes in
favor of any of the  proposals,  including  the  election of the nominees to the
board of trustees  for a fund,  have not been  received,  the  persons  named as
proxies may propose one or more  adjournments  of the  shareholder  meeting with
respect to that fund to permit further  solicitation  of proxies with respect to
such proposal.  Any such  adjournment  will require the affirmative vote of more
than one half of the shares of the applicable fund present in person or by proxy
at the session of the shareholder meeting to be adjourned.  The persons named as
proxies will vote those  proxies which they are entitled to vote in favor of any
such  proposal  in favor of such an  adjournment  and will  vote  those  proxies
required to be voted against any such proposal against any such  adjournment.  A
shareholder  vote  may be  taken on one or more of the  proposals  in the  proxy
statement  prior to such  adjournment if sufficient  votes for its approval have
been  received and it is  otherwise  appropriate.  Such vote will be  considered
final  regardless  of whether  the  meeting is  adjourned  to permit  additional
solicitation with respect to any other proposal.                                

     Shares of each fund  represented  in person or by proxy,  including  shares
which  abstain or do not vote with  respect to a  proposal,  will be counted for
purposes of determining  whether there is a quorum at the  shareholder  meeting.
Accordingly,  an abstention  from voting has the same effect as a vote AGAINST a
proposal.  However,  if a broker or  nominee  holding  shares in  "street  name"
indicates  on the proxy card that it does not have  discretionary  authority  to
vote on a proposal,  those shares will NOT be considered present and entitled to
vote on that proposal.  Thus, a "broker non-vote" has no effect on the voting in
determining  whether  a  proposal  has been  adopted  by 67% or more of a fund's
shares present at the shareholder  meeting,  if more than 50% of the outstanding
shares  (excluding  the  "broker   non-votes")  of  that  fund  are  present  or
represented.  However,  for purposes of determining  whether a proposal has been
adopted  by  more  than  50% of the  outstanding  shares  of a fund,  a  "broker
non-vote"  has the same effect as a vote against that  proposal  because  shares
represented by a "broker non-vote" are considered to be outstanding shares.     

     The special  shareholder  meeting is  scheduled  as a joint  meeting of the
funds'  shareholders  because  the  shareholders  of each fund are  expected  to
consider and vote on similar  matters.  The boards of trustees  have  determined
that  the  use of a  joint  proxy  statement  is in  the  best  interest  of the
shareholders  of each fund. In the event that a shareholder  of any fund present
at the  shareholder  meeting objects to the holding of a joint meeting and moves
for an adjournment of the meeting of such fund to a time  immediately  after the
shareholder  meeting so that such  fund's  meeting may be held  separately,  the
persons named as proxies will vote in favor of the adjournment.  Shareholders of
each fund will vote  separately  on each  proposal  relating  to their fund and,
except as otherwise  noted in this proxy  statement,  an  unfavorable  vote on a

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proposal by the shareholders of one fund will not affect the  implementation  of
such proposal approved by the shareholders of another fund.                     

OTHER BUSINESS                                                                  

     While the shareholder meeting has been called to transact any business that
may  properly  come  before it, the only  matters  that the  trustees  intend to
present are those matters  stated in the attached  notice of special  meeting of
shareholders.  However,  if any  additional  matters  properly  come  before the
shareholder  meeting,  and on all  matters  incidental  to  the  conduct  of the
meeting,  it is the intention of the persons named in the enclosed proxy to vote
the proxy in accordance with their judgment on such matters unless instructed to
the contrary.                                                                   

METHOD OF SOLICITATION AND EXPENSES                                             

     The cost of preparing,  assembling and mailing this proxy statement and the
attached notice of special meeting of shareholders  and the  accompanying  proxy
card will be borne by PGI. In addition to soliciting  proxies by mail,  PGI may,
at its  expense,  have one or more of the funds'  officers,  representatives  or
compensated  third-party  agents,  including  Pioneer,  PSC and PFD,  aid in the
solicitation of proxies by personal interview or telephone and telegraph and may
request  brokerage  houses and other  custodians,  nominees and  fiduciaries  to
forward proxy soliciting material to the beneficial owners of the shares held of
record  by such  persons.  PGI  has  retained  [___________]  to  assist  in the
solicitation  of proxies.  Shareholders  who have not voted  their  proxies in a
timely  manner may receive a telephone  call from  [__________]  in an effort to
urge them to vote.                                                              

     The funds  may also  arrange  to have  votes  recorded  by  telephone,  the
internet or other  electronic  means.  The voting  procedures used in connection
with such voting methods are designed to authenticate  shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance with
their  instructions  and to confirm that their  instructions  have been properly
recorded. If these procedures were subject to a successful legal challenge, such
votes would not be counted at the shareholder  meeting. The funds are unaware of
any such  challenge  at this  time.  Shareholders  would be  called at the phone
number PSC has in its records for their  accounts,  and would be asked for their
Social Security number or other identifying information.  The shareholders would
then be given an  opportunity  to authorize  proxies to vote their shares at the
meeting in accordance with their instructions.  To ensure that the shareholders'
instructions have been recorded correctly, they will also receive a confirmation
of their  instructions  in the  mail.  In the case of  automated  telephone  and
internet voting, shareholders would be required to provide their Social Security
number or other identifying information and will receive a confirmation of their
instructions.  A  special  toll-free  number  will  be  available  in  case  the
information contained in the confirmation is incorrect.                         

     Persons holding shares as nominees will be reimbursed by PGI, upon request,
for the reasonable expenses of mailing soliciting materials to the principals of
the accounts.                                                                   

June __, 2000                                                                   

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EXHIBIT A1

FORM OF PROPOSED MANAGEMENT CONTRACT

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

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FORM OF PROPOSED MANAGEMENT CONTRACT

     THIS  AGREEMENT  dated as of this ___ day of  ______________,  2000 between
[Fund  Name],  a  [Delaware/Massachusetts]  business  trust (the  "Trust"),  and
Pioneer Investment Management, Inc., a Delaware corporation (the "Manager").    

 W I T N E S S E T H

     WHEREAS,  the Trust is  registered  as an  open-end  management  investment
company under the  Investment  Company Act of 1940, as amended (the "1940 Act"),
and has filed with the Securities and Exchange  Commission (the  "Commission") a
registration  statement  for the  purpose of  registering  its shares for public
offering under the Securities Act of 1933, as amended (the "1933 Act").         

     WHEREAS, the parties hereto deem it mutually  advantageous that the Manager
should be engaged,  subject to the  supervision of the Trust's Board of Trustees
and officers, to manage the Trust.                                              

     NOW,  THEREFORE,  in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Manager do hereby agree as follows:             

     1. The Manager will regularly  provide the Trust with investment  research,
advice and supervision and will furnish  continuously an investment  program for
the Trust,  consistent with the investment objectives and policies of the Trust.
The Manager will determine from time to time what securities  shall be purchased
for the  Trust,  what  securities  shall be held or sold by the  Trust  and what
portion of the Trust's assets shall be held  uninvested as cash,  subject always
to the provisions of the Trust's Certificate of Trust, Agreement and Declaration
of Trust,  By-Laws and its registration  statements under the 1940 Act and under
the 1933 Act covering the Trust's shares,  as filed with the Commission,  and to
the investment  objectives,  policies and  restrictions of the Trust, as each of
the same shall be from time to time in effect,  and  subject,  further,  to such
policies and instructions as the Board of Trustees of the Trust may from time to
time establish. To carry out such determinations, the Manager will exercise full
discretion  and act for the Trust in the same manner and with the same force and
effect as the Trust itself might or could do with respect to purchases, sales or
other  transactions,  as well as with respect to all other  things  necessary or
incidental  to the  furtherance  or  conduct of such  purchases,  sales or other
transactions.                                                                   

     2. The Manager  will, to the extent  reasonably  required in the conduct of
the  business  of the Trust and upon the Trust's  request,  furnish to the Trust
research,  statistical  and advisory  reports upon the  industries,  businesses,
corporations  or securities as to which such requests shall be made,  whether or
not the  Trust  shall  at the  time  have  any  investment  in such  industries,
businesses, corporations or securities. The Manager will use its best efforts in
the  preparation  of such  reports and will  endeavor to consult the persons and
sources  believed  by it to have  information  available  with  respect  to such
industries, businesses, corporations or securities.                             

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

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

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

     6. The Trust shall  assume and shall pay: (i) charges and expenses for fund
accounting,  pricing and appraisal services and related overhead,  including, to
the extent  such  services  are  performed  by  personnel  of the Manager or its
affiliates,  office space and facilities,  and personnel compensation,  training
and benefits;  (ii) the charges and expenses of auditors;  (iii) the charges and
expenses of any custodian, transfer agent, plan agent, dividend disbursing agent
and registrar  appointed by the Trust;  (iv) issue and transfer taxes chargeable
to the Trust in connection with securities  transactions to which the Trust is a
party; (v) insurance premiums, interest charges, dues and fees for membership in
trade  associations  and all taxes and  corporate  fees  payable by the Trust to
federal, state or other governmental  agencies;  (vi) fees and expenses involved
in registering and maintaining registrations of the Trust and/or its shares with
such  regulatory  agencies,  state or blue sky  securities  agencies and foreign
jurisdictions,  including the  preparation  of  prospectuses  and  statements of
additional  information for filing with such regulatory  authorities;  (vii) all
expenses of shareholders' and Trustees' meetings and of preparing,  printing and
distributing  prospectuses,   notices,  proxy  statements  and  all  reports  to
shareholders and to governmental agencies;  (viii) charges and expenses of legal
counsel to the Trust and the Trustees;  (ix) any  distribution  fees paid by the
Trust in accordance  with Rule 12b-1  promulgated by the Commission  pursuant to
the 1940  Act;  (x)  compensation  of those  Trustees  of the  Trust who are not
affiliated with, or "interested  persons" of, the Manager, the Trust (other than
as Trustees),  The Pioneer Group, Inc. or Pioneer Funds Distributor,  Inc.; (xi)
the cost of preparing and printing  share  certificates;  and (xii)  interest on
borrowed money, if any.                                                         

     7. In  addition to the  expenses  described  in Section 6 above,  the Trust
shall pay all brokers' and underwriting  commissions  chargeable to the Trust in
connection with securities transactions to which the Trust is a party.          

     8. [FOR INVESTMENT ADVISORY FEE INFORMATION FOR EACH FUND, PLEASE EXHIBIT B
TO THE PROXY STATEMENT.]                                               ---------

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

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

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

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

     13. Nothing in this Agreement will in any way limit or restrict the Manager
or any of its officers,  directors, or employees from buying, selling or trading
in any securities for its or their own accounts or other  accounts.  The Manager
may act as an investment adviser to any other person,  firm or corporation,  and
may perform management and any other services for any other person, association,
corporation,  firm or other entity  pursuant to any contract or  otherwise,  and
take any action or do any thing in connection  therewith or related thereto; and
no such performance of management or other services or taking of any such action
or doing of any  such  thing  shall be in any  manner  restricted  or  otherwise
affected by any aspect of any  relationship  of the Manager to or with the Trust
or deemed to violate or give rise to any duty or  obligation  of the  Manager to
the Trust except as  otherwise  imposed by law.  The Trust  recognizes  that the

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Manager, in effecting  transactions for its various accounts,  may not always be
able to take or liquidate  investment positions in the same security at the same
time and at the same price.                                                     

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

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

     16. This  Agreement  shall  become  effective  on the date hereof and shall
remain  in  force  until  ___________________,   2002  and  from  year  to  year
thereafter,  but only so long as its  continuance is approved in accordance with
the requirements of the 1940 Act or an exemption therefrom, subject to the right
of the Trust and the Manager to terminate  this  contract as provided in Section
17 hereof.                                                                      

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

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

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

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

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

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

     23.  Any  term  or  provision  of  this  Agreement   which  is  invalid  or
unenforceable in any jurisdiction  shall, as to such jurisdiction be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms  or  provisions  of this  Agreement  or
affecting  the validity or  enforceability  of any of the terms or provisions of
this Agreement in any other jurisdiction.                                       

     24.  This  Agreement  may  be  executed   simultaneously  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.                          

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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly  authorized  officers and their seal to be hereto affixed
as of the day and year first above written.                                     

ATTEST:                              [FUND NAME]                                

------------------------------       ------------------------------------       
Joseph P. Barri                      John F. Cogan, Jr.                         
Secretary                            Chairman and President                     

ATTEST:                              PIONEER INVESTMENT MANAGEMENT, INC.        

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

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EXHIBIT A2

FORM OF PROPOSED MANAGEMENT CONTRACT

 PIONEER INTERNATIONAL GROWTH FUND AND PIONEER LIMITED MATURITY BOND FUND ONLY

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FORM OF PROPOSED MANAGEMENT CONTRACT

     THIS AGREEMENT dated this _______ day of ___________,  2000,  between [FUND
NAME],  a  [Delaware/Massachusetts]  business  trust (the  "Fund"),  and Pioneer
Investment Management, Inc., a Delaware corporation (the "Manager").            

 W I T N E S S E T H

     WHEREAS,  the  Fund is  registered  as an  open-end  management  investment
company under the  Investment  Company Act of 1940, as amended (the "1940 Act"),
and has filed with the Securities and Exchange  Commission (the  "Commission") a
registration  statement  (the  "Registration  Statement")  for  the  purpose  of
registering  its shares for public offering under the Securities Act of 1933, as
amended; and                                                                    

     WHEREAS, the parties hereto deem it mutually  advantageous that the Manager
should assist the Fund's Board of Trustees and officers in the management of the
Fund's securities portfolio.                                                    

     NOW,  THEREFORE,  in consideration of the mutual covenants and benefits set
forth herein, the Fund and the Manager do hereby agree as follows:              

     1. The Manager is  authorized to buy and sell  securities  and to designate
brokers to carry out such  transactions,  subject to the following  limitations.
The Manager may not:                                                            

        (a) make  any  purchase  the  cost  of  which  exceeds  funds  currently
available; or                                                                   

        (b) make  any  purchase  that  would  violate  any fundamental policy or
restriction  in  the  Fund's prospectus  or  statement of additional information
as in effect from time to time.                                                 

     2. The Manager,  at its own expense,  shall furnish to the Fund with office
space in the offices of the Manager or in such other place as may be agreed upon
from time to time, and all necessary office facilities,  equipment and personnel
for  managing the affairs and  investments  and  supervising  the keeping of the
books of the Fund and shall arrange,  if desired by the Fund, for members of the
Manager's organization to serve as officers or agents of the Fund.              

        The Manager shall pay  directly  or  reimburse  the  Fund  for:  (i) the
compensation  (if any) of the Trustees who are  affiliated  with, or "interested
persons"  (as defined in the 1940 Act) of, the  Manager and all  officers of the
Fund as such, (ii) all expenses not hereinafter specifically assumed by the Fund
where such  expenses  are  incurred by the Manager or by the Fund in  connection
with the management of the affairs and assets of the Fund, and (iii) all fees of
subadvisers  who are  employed  from time to time by the Manager and the Fund to
manage portions of the Fund's assets (collectively, the "Subadvisers").         

        The Fund shall assume and  shall  pay:  (i)  charges  and  expenses  for
determining from time to time the value of the Fund's net assets and the keeping
of its books and records,  (ii) the charges and expenses of auditors,  (iii) the
charges and expenses of any  custodian,  transfer                               

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agent,  plan  agent, dividend  disbursing  agent  and registrar appointed by the
Fund, (iv) brokers' commissions, and issue and transfer taxes, chargeable to the
Fund in connection  with  securities  transactions to which the Fund is a party,
(v) insurance premiums,  interest charges, dues and fees for membership in trade
associations  and all taxes and  corporate  fees payable by the Fund to federal,
state  or other  governmental  agencies,  (vi)  fees and  expenses  involved  in
registering and maintaining registrations of the Fund and/or its shares with the
Commission,  state  or blue  sky  securities  agencies  and  foreign  countries,
including  the  preparation  of   prospectuses   and  statements  of  additional
information for filing with the Commission,  (vii) all expenses of shareholders'
and Trustees' meetings and of preparing, printing and distributing prospectuses,
notices,  proxy  statements and all reports to shareholders  and to governmental
agencies,  (viii)  charges and  expenses  of legal  counsel to the Trust and the
Trustees,  (ix) any  distribution  fees paid by the Fund in accordance with Rule
12b-1  promulgated  by  the  Commission  pursuant  to  the  1940  Act,  and  (x)
compensation  of those  Trustees  of the Fund who are not  affiliated  with,  or
"interested  persons" of, the Manager,  the Fund (other than as  Trustees),  The
Pioneer Group, Inc. or Pioneer Funds Distributor, Inc.                          

     3. It is  understood  that the Manager  may employ one or more  Subadvisers
under  agreements  with each such  Subadviser.  The  authorization  given to the
Manager in Section 1 hereof may be delegated  by it under any such  agreement to
any of the  Subadvisers,  provided that the Subadvisers  shall be subject to the
same restrictions and limitations on investments and brokerage discretion as the
Manager.  While the Manager shall be responsible for allocating assets among the
Subadvisers and monitoring their relative performances, the Fund agrees that the
Manager should not be accountable to the Fund or its  shareholders  for any loss
or other liability relating to specific  investments  directed by any Subadviser
(even  though the Manager  retains  the right to reverse  any such  investment),
because  the Fund and the  Manager  will be relying  almost  exclusively  on the
expertise  of the  Subadvisers  for the  selection  and  monitoring  of specific
investments directed by the Subadvisers.                                        

     4. [FOR  INVESTMENT  ADVISORY  FEE  INFORMATION  FOR EACH FUND,  PLEASE SEE
EXHIBIT B TO THE PROXY STATEMENT.]                                              

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

     6. This  Agreement  shall  become  effective  on the date  hereof and shall
remain  in  force  until  ___________________,   2002  and  from  year  to  year
thereafter,  but only so long as its  continuance is approved in accordance with
the requirements of the 1940 Act or an exemption therefrom, subject to the right
of the Trust and the Manager to terminate this contract as provided in Section 5
hereof.                                                                         

     7.  The  Manager  and  its  directors,   officers,  agents,  employees  and
stockholders may engage in other businesses and may render  investment  advisory
services to other investment companies or to any other corporation, association,
firm, individual or account.                                                    

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

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

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

     11. Except as provided in Section 6 hereof, this contract shall continue in
full force and effect until  terminated by one of the parties hereto as provided
in Section 5 hereof.                                                            

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

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

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     14.  Nothing in this  contract  shall be deemed to  relieve or deprive  the
Board of Trustees of the Fund of its responsibility for and control of the Fund.

     15. The parties to this contract acknowledge and agree that all liabilities
arising  hereunder,  whether  direct or  indirect,  and of any and every  nature
whatsoever,  including,  without  limitation,  liabilities arising in connection
with the  agreement,  if any, of the Fund or its  Trustees  set forth  herein to
indemnify any party to this contract or any other person, shall be satisfied out
of the  assets of the Fund and that no  Trustee,  officer or holder of shares of
beneficial  interest  of the Fund  shall  be  personally  liable  for any of the
foregoing liabilities.  The Fund's Declaration of Trust, as amended from time to
time, is on file in the Office of the Secretary of State of The  Commonwealth of
Massachusetts.  Such  Declaration  of Trust  describes in detail the  respective
responsibilities  and  limitations on liability of the Trustees,  officers,  and
holders of shares of beneficial interest.                                       

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

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

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

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

     20.  Any  term  or  provision  of  this  Agreement   which  is  invalid  or
unenforceable in any jurisdiction  shall, as to such jurisdiction be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms  or  provisions  of this  Agreement  or
affecting  the validity or  enforceability  of any of the terms or provisions of
this Agreement in any other jurisdiction.                                       

     21.  This  Agreement  may  be  executed   simultaneously  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.                          

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     IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be
executed by their duly  authorized  officers and their seal to be hereto affixed
as of the day and year first above written.                                     

ATTEST:                              [FUND NAME]                                

------------------------------       ------------------------------------       
Joseph P. Barri                      John F. Cogan, Jr.                         
Secretary                            Chairman and President                     

ATTEST:                              PIONEER INVESTMENT MANAGEMENT, INC.        

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

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EXHIBIT A3

 FORM OF PROPOSED SUBADVISORY CONTRACT

 PIONEER INDO-ASIA FUND ONLY

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 FORM OF PROPOSED SUBADVISORY CONTRACT

     AGREEMENT  made as of the ________ day of  __________,  2000 by and between
PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation (the "Manager"), and
KOTHARI  PIONEER  AMC  LTD.,  a  corporation  organized  under the laws of India
("Kothari Pioneer").                                                            

 W I T N E S S E T H

     WHEREAS,  the Manager desires to utilize the technical  services of Kothari
Pioneer as  financial  counsel  with  respect to the  portfolio  investments  of
Pioneer  Indo-Asia  Fund, a Delaware  business  trust and a registered  open-end
investment company and formerly known as Pioneer India Fund (the "Fund"); and   

     WHEREAS,  Kothari  Pioneer is willing to perform such services on the terms
and conditions hereinafter set forth.                                           

     NOW, THEREFORE, in consideration of the mutual agreements herein contained,
it is agreed as follows:                                                        

     1. KOTHARI PIONEER'S  SERVICES.  Kothari Pioneer will provide the following
technical  services,  including  investment  advisory services,  to the Manager,
which is located outside India:                                                 

        (a) Subject to  the  directions  of  the Manager and the limitations set
forth  below  and  elsewhere  herein,  Kothari  Pioneer  will  act as investment
adviser  with  respect  to such  portion  of the  Fund's  assets as the  Manager
designates  from time to time. In such capacity,  Kothari Pioneer will purchase,
hold and sell  portfolio  securities  and  monitor  on a  continuing  basis  the
performance  of such  portfolio  securities;  PROVIDED,  HOWEVER,  that,  before
investing  any such assets in a  particular  initial  public  offering,  Kothari
Pioneer will obtain the Manager's written authorization to make such investment.
Kothari  Pioneer will make  investments  hereunder  only in  securities  markets
located in India.                                                               

        (b) Kothari  Pioneer  will advise the Manager on a prompt basis each day
by  electronic  telecommunication  of each  confirmed   purchase  and  sale of a
portfolio security that it effects hereunder,  and will provide the Manager with
a  separate  confirmation  for  each  lot  involved  in  the  trade.  Each  such
communication  will specify the name of the issuer,  the full description of the
security  including  its  class,  the amount or number of shares or units of the
security purchased or sold, the market price, commission, government charges and
gross or net price,  trade date,  settlement  date and identity of the effecting
broker or dealer and, if different,  the identity of the clearing  broker.  Each
such communication will also contain settlement instructions for the transaction
(unless standing  instructions  previously  provided by Kothari Pioneer apply to
the transaction)  and specify the exchange on which the trade was executed,  the
nature of the  settlement  arrangements  and the  lot-level  of the trade.  With
respect to any security purchased  hereunder,  Kothari Pioneer will also provide
the Manager with the local identification  number of the security,  the industry
sector of the issuer and the total amount of the issuer's issued and outstanding
voting  securities.  Kothari Pioneer will not have any authority to instruct the
Fund's  custodian  or any of the  Fund's  subcustodians  concerning  the  Fund's
portfolio securities.                                                           

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        (b) Kothari  Pioneer  will  arrange  for  the  placing of orders for the
purchase  and  sale  of securities  hereunder  with  brokers or dealers selected
by Kothari  Pioneer,  and will  provide  the Manager at all times with a current
master  list of brokers  and  dealers  in India  with  which such  orders may be
placed.  In the  selection  of such  brokers or dealers  and the placing of such
orders,  Kothari  Pioneer is  directed  at all times to seek the most  favorable
price and execution available (from the Fund's perspective). In seeking the most
favorable  price and  execution,  Kothari  Pioneer will  consider all factors it
deems  relevant,  including  by way of  illustration,  the  size and type of the
transaction;  the nature of the market for the security to be purchased or sold;
the execution  efficiency,  settlement capability and financial condition of the
dealer;  the dealer's execution services rendered on a continuing basis; and the
reasonableness of any dealer spreads.                                           

        (c) Kothari Pioneer will assure that at least two representatives of the
Manager,  as  specified  by  the Manager,  are authorized  at  all times to give
directions (without  restriction of any kind) to brokers and dealers employed by
Kothari Pioneer to execute portfolio  transactions for the Fund;  PROVIDED that,
notwithstanding  anything  herein to the contrary,  Kothari Pioneer will have no
responsibility  for knowing of any such  direction  given unless the Manager has
given Kothari Pioneer written notice of the giving of such direction.           

        (d) Kothari   Pioneer's  portfolio   management   personnel   will  make
themselves  available  on  a  regular  basis  to  discuss  (via  telephone)  the
Fund's investments and prospective investments and other matters relevant to the
Fund with a representative of the Manager.                                      

        (e) Kothari   Pioneer  will  provide  the  Manager  with  the  following
information on a regular basis (unless a different frequency is specified):     

                (i) advice concerning the Fund's investments that are not direct
investments   in    securities    markets    located    in    India,   including
recommendations to purchase, sell or hold securities;                           

                (ii) immediate  comment  by  telex  or  facsimile  on   earnings
reports,   creditworthiness   changes   and   other   public   announcements  or
developments  concerning  Indian issuers of securities held, or being considered
for  purchase,  by the  Fund  (including  American,  global  or  other  types of
depositary receipts for such securities),  followed by more detailed comment and
analysis;                                                                       

                (iii) comments by  telex or facsimile, at the end of each day on
which   one  or   more  Indian  securities  markets   are   open  for  business,
describing  major  relevant  news items and  reasons for price  fluctuations  in
India's securities markets on such day;                                         

                (iv) research  reports  on  industries and individual issuers of
Indian securities;                                                              

                (v) macro - economic  analyses,  including  analyses of economic
and  political  trends  and  developments  and their potential effect on India's
securities markets and the Fund's investments;                                  

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                (vi) information    concerning    regulatory    and   procedural
developments  with  respect  to India's  securities  markets (E.G.,  changes  in
settlement or registration procedures,  changes in the laws/guidelines governing
foreign investment in India);                                                   

                (vii) the current market price of each portfolio security of the
Fund  that  is  under  Kothari  Pioneer's  management and  identification of the
source for such price (E.G.,  price at which last  reported sale of security was
effected on the principal exchange for such security),  on a daily basis so that
such  information  can be used in calculating the Fund's net asset value on such
day;                                                                            

                (viii) information  that  the  Manager  considers  necessary  to
determine   whether   the   portfolio   securities  of  the Fund  that are under
Kothari Pioneer's management are liquid; and                                    

                (ix) other  information  upon  which  the  Manager  and  Kothari
Pioneer   agree  in   writing   from   time  to time and  which is  described on
Schedule A hereto.                                                              

     2.  INFORMATION  TO BE PROVIDED BY THE  MANAGER.  The Manager  will provide
Kothari Pioneer with the following information at the specified frequencies:    

(i) a daily report of the Fund's cash balance;  

                (ii) a weekly list  of all portfolio assets of the Fund, showing
the  cost  and market  value  of  each  such  asset,  the net asset value of the
Fund and the percentage of the Fund's assets represented by each holding;       

                (iii) a weekly status report on the  registration  of the Fund's
portfolio securities and the liquidity of the Fund's portfolio;                 

               (iv) a weekly report on unsettled portfolio trades of the Fund;

                (v) a  weekly  report of variances between contracted and actual
settlement amounts;                                                             

                (vi) upon  reasonable  request by  Kothari Pioneer,  a report on
foreign ownership levels for particular Indian issuers;                         

                (vii) upon  reasonable  request  by  Kothari  Pioneer,  a report
showing  the  amount  of  a  particular  Indian  issuer's  total issued  capital
owned by the Fund and any  other  investor  whose  securities  holdings  in such
issuer, together with the Fund's, are subject to a percentage limitation imposed
by Indian law; and                                                              

                (viii) other  information  upon  which  the  Manager and Kothari
Pioneer  agree  in  writing  from  time  to  time  and  which  is  described  on
Schedule A hereto.                                                              

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3. ADDITIONAL SERVICES.                                               

        (a) Kothari  Pioneer  will  be  responsible  for  monitoring   corporate
actions,  including  without  limitation  dividends,  stock  splits  and  rights
offerings  (collectively,  "Corporate Actions"), of Indian issuers of securities
held by the Fund,  which  securities  are not registered in the Fund's name, and
for giving the Manager  timely  notice of each such  Corporate  Action.  Kothari
Pioneer will also be  responsible  for (i)  assisting  the Manager in monitoring
Corporate  Actions  of Indian  issuers  of  securities  held by the Fund,  which
securities  are  registered in the Fund's name,  and (ii)  providing the Manager
with book closure dates for all  portfolio  securities of the Fund under Kothari
Pioneer's management.                                                           

        (b) Kothari  Pioneer  will  maintain  an  investment  ledger showing the
details   of   all   portfolio   transactions   effected   by   Kothari  Pioneer
hereunder. In addition, Kothari Pioneer will require that its Access Persons (as
defined in the Code of Ethics  described in Section 4(a) hereof) provide Kothari
Pioneer with monthly reports of their personal  securities  transactions.  These
books,  records and reports  will be  available  to the Manager at any time upon
request and, upon request by the Manager,  will be made  available (by facsimile
and express mail)  without delay to the Manager  during any day that the Fund is
open for business.                                                              

        (c) From  time  to  time  as the Manager may reasonably request, Kothari
Pioneer  will  furnish  to  the  Manager  reports  on  securities  held  in  the
Fund's  portfolio,  all in such detail as the Manager  may  reasonably  request.
Kothari  Pioneer  will also inform the Manager on a current  basis of changes in
its  investment  strategy or key  personnel.  Kothari  Pioneer will make its key
personnel  available to meet with  representatives  of the Manager in the United
States,  or at such other  location  on which  Kothari  Pioneer  and the Manager
agree, at least annually on due notice to review the investments  made hereunder
in light of current and prospective political, economic and market conditions in
India.                                                                          

        (d) Kothari Pioneer will be responsible for ensuring compliance with any
transaction  volume limit  with  respect  to  the  Fund's investments in India's
securities  markets,  imposed by the Fund's  subcustodian in India or otherwise,
except  that,  with respect to any such limit that is not imposed by Indian law,
Kothari  Pioneer will have no  responsibility  hereunder  unless the Manager has
informed Kothari Pioneer in writing of such limit.                              

        (e) Kothari Pioneer will furnish to the Manager such information as  may
reasonably  be  necessary  in  order  for  the  Trustees of the Fund to evaluate
this  Agreement or any proposed  amendments  hereto for the purpose of casting a
vote pursuant to Section 8 or 12 hereof.                                        

        (f) Kothari  Pioneer  will  be  responsible  for  providing  such  other
services with respect to the Fund as the Manager may reasonably request.        

4. COMPLIANCE.                                                        

        (a) Kothari  Pioneer  will  not effect portfolio transactions or provide
advice  hereunder  that  is  contrary  to  the  Fund's  investment  policies and
restrictions  as stated in the Fund's  prospectus  and  statement of  additional
information,  as such  prospectus  and statement of additional  information  are
revised  and  updated  from time to time.  The  Manager  will  forward  promptly
prospectuses  and  statements  of  additional  information,  as so  revised  and
updated,                                                                        

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to  Kothari  Pioneer.  Kothari Pioneer  will  not  effect portfolio transactions
or provide advice hereunder that conflicts with applicable  requirements imposed
by the U.S.  Investment  Company Act of 1940,  as amended (the "1940 Act"),  the
U.S.  Investment  Advisers Act of 1940, as amended (the "Advisers  Act"), or the
laws,   rules  or  guidelines  of  the  Government  of  India,   any  agency  or
instrumentality  thereof,  or  any  Indian  stock  exchange,  including  without
limitation percentage limitations that apply to the Fund's investments in Indian
issuers  (collectively,  "Applicable Law"). As used herein, the term "Applicable
Law" will include without limitation the investment  restrictions and compliance
matters listed in Kothari Pioneer's compliance manual as provided by the Manager
to Kothari Pioneer, as the same may be revised and updated from time to time.   

        (b) Without  limiting  the foregoing, under no circumstances may Kothari
Pioneer  or  any  other  "affiliated  person"  (as  defined  in the 1940 Act) of
the Fund,  or any  affiliated  person of  Kothari  Pioneer  or of any such other
affiliated person,  act as a principal in a portfolio  transaction with the Fund
or any  other  investment  company  managed  by the  Manager.  In  addition,  no
portfolio  transaction  on  behalf  of the Fund may be  executed  by or  through
Kothari  Pioneer  or any such  affiliated  person as a  broker,  except on terms
expressly approved in advance by the Manager, which terms are in compliance with
Section 17(e) of the 1940 Act.                                                  

     5. KOTHARI  PIONEER'S  REGISTRATION AND OTHER  AGREEMENTS.  Kothari Pioneer
represents  and warrants to the Manager that it is  registered  as an investment
adviser under the Advisers Act and will remain so registered for the duration of
this  Agreement.  It is understood that Kothari Pioneer and the Manager may have
advisory,  management,  service or other  contracts  with other  individuals  or
entities,  and may have other  interests and  businesses.  When  recommending  a
portfolio  transaction hereunder in which Kothari Pioneer, any affiliated person
of Kothari  Pioneer (other than the Manager),  or any other  advisory  client of
Kothari Pioneer has a direct or indirect  interest,  Kothari Pioneer will notify
the Manager of such interest.                                                   

     6. COMPENSATION.  The Manager will pay to Kothari Pioneer for its technical
services hereunder a fee at the annual rate of:                                 

         0.10% of the Fund's average gross assets invested in India's securities
       markets, including assets invested in American, global or other types
    of depositary receipts for securities traded in India's securities
markets if such gross assets are no greater than $15,000,000; 

  0.20% of such gross assets if such gross assets are greater than
$15,000,000 but no greater than $45,000,000;                  

  0.40% of such gross assets if such gross assets are greater than
$45,000,000 but no greater than $60,000,000; and              

  0.60% of such gross assets if such gross assets are greater than
$60,000,000.                                                  

To  illustrate  the  application  of  the foregoing,  if such gross assets equal
$50,000,000 for any particular year, then Kothari Pioneer's annual fee hereunder
will be $200,000 (0.40% X $50,000,000). Kothari Pioneer's fees hereunder will be
calculated  and accrued  monthly based on the average of the Fund's gross assets
invested in India's  securities  markets and in such                            

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depositary  receipts  on  the  first  and  last day (on which this  Agreement is
effective) of each calendar month, and such fee will be payable quarterly) after
the end of each  calendar  quarter on the 15th day of January,  April,  July and
October of each year with respect to the preceding quarter. If this Agreement is
effective  for only a portion of a quarter,  the  aforesaid fee will be prorated
for that portion of such quarter during which this Agreement is in effect.      

     7. LIABILITY AND  INDEMNIFICATION.  Kothari  Pioneer will not be liable for
any error of judgment or for any loss sustained by reason of the adoption of any
investment  policy or the purchase,  sale, or retention of any security,  except
that  nothing  contained  herein will be construed  to protect  Kothari  Pioneer
against any liability to the Manager by reason of (a) willful  misfeasance,  bad
faith or gross  negligence in the  performance  of its duties,  (b) its reckless
disregard of its  obligations and duties under this Agreement or (c) any mistake
or negligence of Kothari  Pioneer with respect to (i)  Applicable  Law, (ii) the
direction of portfolio  transactions to a broker or dealer that is an affiliated
person  of the  Fund  or an  affiliated  person  of such  an  affiliated  person
(including  affiliated persons of Kothari Pioneer) in violation of the terms and
provisions  hereof,  (iii) Kothari  Pioneer's  responsibilities  with respect to
Corporate  Actions of issuers of securities held by the Fund, but not registered
in the Fund's name,  or (iv) Kothari  Pioneer's  responsibilities  under Section
3(d) hereof (collectively, "Malfeasance").                                      

                  The Manager will indemnify Kothari Pioneer for all liabilities
and   related   costs,  including  reasonable  attorney's  fees,  which  Kothari
Pioneer  may  sustain in the  discharge  of its  obligations  hereunder  without
Malfeasance and in accordance with Applicable Law;  PROVIDED that  indemnifiable
liabilities and costs will not include the costs of performing the services that
Kothari Pioneer is obligated to perform pursuant to this Agreement.  The amounts
specified in Section 6 hereof will be Kothari  Pioneer's sole  compensation with
respect to the  performance of such services  Kothari Pioneer will indemnify the
Manager for all liabilities and related costs,  including reasonable  attorney's
fees, which the Manager may sustain as a result of Kothari Pioneer's Malfeasance
or violation of Applicable Law,  including without  limitation the amount of any
payment made by the Manager to the Fund for the purpose of reimbursing  the Fund
for a loss caused by Kothari  Pioneer's  Malfeasance  or violation of Applicable
Law,  regardless of whether or not the Manager was legally required to make such
payment to the Fund.                                                            

     8. TERM AND RENEWAL.  This  Agreement  shall  become  effective on the date
hereof and shall remain in force until  ___________________,  2002 and from year
to  year  thereafter,  but  only  so  long as its  continuance  is  approved  in
accordance  with the  requirements  of the 1940 Act or an  exemption  therefrom,
subject to the right of the Fund,  Kothari  Pioneer and the Manager to terminate
this Agreement as provided in Section 9 hereof.                                 

     9.  TERMINATION.  Either party hereto may, without penalty,  terminate this
Agreement by vote of its Board of  Directors.  In  addition,  the Fund may cause
this  Agreement to terminate  by vote of a "majority of its  outstanding  voting
securities"  (as  defined  in the 1940 Act) and the  giving of 60 days'  written
notice to the Manager and Kothari Pioneer.                                      

     10. ASSIGNMENT. This Agreement will terminate automatically in the event of
its "assignment" (as defined in the 1940 Act).                                  

     11.  INDEPENDENT  CONTRACTOR  STATUS.  Kothari  Pioneer  is an  independent
contractor  and not an employee  of the Manager or of the Fund for any  purpose.
Unless otherwise  expressly                                                     

A3-7

PRES14A 50th Page of 66 TOC 1st Previous Next ↓Bottom Just 50th
provided  herein  or  otherwise  authorized  in  writing,  Kothari  Pioneer will
have no authority to act for or represent  the Fund or the Manager in any way or
otherwise  be  deemed  to be an  agent  of the  Fund or of the  Manager.  If any
occasion  should arise in which Kothari  Pioneer gives any advice to its clients
concerning the shares of the Fund, Kothari Pioneer will act solely as investment
counsel for such clients and not in any way on behalf of the  Manager,  the Fund
or any series thereof.                                                          

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

     13.  APPLICABLE LAW. This Agreement and all  performance  hereunder will be
governed by and construed in  accordance  with the laws of The  Commonwealth  of
Massachusetts.  Kothari Pioneer  consents to the  jurisdiction  of courts,  both
state and federal,  in Boston,  Massachusetts  with respect to any dispute under
this Agreement.                                                                 

     14.  SAVINGS  CLAUSE.  Any term or  provision  of this  Agreement  which is
invalid or  unenforceable in any  jurisdiction  will be ineffective,  as to such
jurisdiction,  to the  extent of such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining  terms or provisions of this
Agreement or affecting  the  validity or  enforceability  of any of the terms or
provisions of this Agreement in any other jurisdiction.                         

     15. COUNTERPARTS.  This Agreement may be executed  simultaneously in two or
more  counterparts,  each of which will be deemed an original,  but all of which
together will constitute one and the same instrument.                           

     16. CAPTIONS. Captions of sections have been added only for convenience and
will not be deemed to be a part of this Agreement.                              

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly  authorized  officers and their seal to be hereto affixed
as of the day and year first above written.                                     

ATTEST:                              PIONEER INVESTMENT MANAGEMENT, INC.        

Joseph P. Barri                      David D. Tripple                           
Secretary                            President                                  

ATTEST:                              KOTHARI PIONEER AMC LTD.                   

         Chief Executive

A3-8

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 EXHIBIT B

MANAGEMENT FEE RATES

                                                        [Enlarge/Download Table]

A.  Asset based fees with fixed fee schedule                                                                                 

---------------------------------------- --------------------------------------                                              
                                         Fee as a  percentage  of  the  fund's                                               
FUND                                     AVERAGE DAILY NET ASSETS                                                            
---------------------------------------- --------------------------------------                                              
---------------------------------------- --------------------------------------                                              
                                                                                                                             
America Income Trust                                     0.50%                                                               
---------------------------------------- --------------------------------------                                              
---------------------------------------- --------------------------------------                                              
Bond Fund                                                0.50%                                                               
---------------------------------------- --------------------------------------                                              
---------------------------------------- --------------------------------------                                              
Cash Reserves Fund                                       0.40%                                                               
---------------------------------------- --------------------------------------                                              
---------------------------------------- --------------------------------------                                              
Emerging Markets Fund                                    1.25%                                                               
---------------------------------------- --------------------------------------                                              
---------------------------------------- --------------------------------------                                              
Indo-Asia Fund                                           1.10%                                                               
---------------------------------------- --------------------------------------                                              
---------------------------------------- --------------------------------------                                              
Micro-Cap Fund                                           1.10%                                                               
---------------------------------------- --------------------------------------                                              
---------------------------------------- --------------------------------------                                              
Real Estate Shares                                       1.00%                                                               
---------------------------------------- --------------------------------------                                              
---------------------------------------- --------------------------------------                                              
Science & Technology Fund                                1.00%                                                               
---------------------------------------- --------------------------------------                                              
---------------------------------------- --------------------------------------                                              
Small Company Fund                                       0.85%                                                               
---------------------------------------- --------------------------------------                                              


B.       Asset based fees with graduated fee schedule                                                                        

---------------------------------------- -------------------------------------- --------------------------------------       
                                                                                Fee as a  percentage  of  the  fund's        
FUND                                     ASSETS                                 AVERAGE DAILY NET ASSETS                     
---------------------------------------- -------------------------------------- --------------------------------------       
---------------------------------------- -------------------------------------- --------------------------------------       
                                                                                                                             
Balanced Fund                            $0 to 1 billion                                        0.65%                        
                                         $1 to 5 billion                                        0.60%                        
                                         Over $5 billion                                        0.55%                        
---------------------------------------- -------------------------------------- --------------------------------------       
---------------------------------------- -------------------------------------- --------------------------------------       
Equity-Income Fund                       $0 to 10 billion                                       0.60%                        
                                         Over $10 billion                                       0.575%                       
---------------------------------------- -------------------------------------- --------------------------------------       
---------------------------------------- -------------------------------------- --------------------------------------       
Europe Fund                              $0 to 300 million                                      1.00%                        
                                         $300 to 500 million                                    0.85%                        
                                         Over $500 million                                      0.75%                        
---------------------------------------- -------------------------------------- --------------------------------------       
---------------------------------------- -------------------------------------- --------------------------------------       
High Yield Fund                          $0 to 500 million                                      0.70%                        
                                         $500 to 1 billion                                      0.65%                        
                                         Over $1 billion                                        0.60%                        
---------------------------------------- -------------------------------------- --------------------------------------       
---------------------------------------- -------------------------------------- --------------------------------------       
International Growth Fund                $0 to 300 million                                      1.00%                        
                                         $300 to 500 million                                    0.85%                        
                                         Over $500 million                                      0.75%                        
---------------------------------------- -------------------------------------- --------------------------------------       
---------------------------------------- -------------------------------------- --------------------------------------       
Limited Maturity Bond Fund               $0 to 100 million                                      0.50%                        
                                         $100 to 300 million                                    0.45%                        
                                         Over $300 million                                      0.40%                        
---------------------------------------- -------------------------------------- --------------------------------------       
---------------------------------------- -------------------------------------- --------------------------------------       
Strategic Income Fund                    $0 to 100 million                                      0.75%                        
                                         $100 to 500 million                                    0.70%                        
                                         $500 million to 1 billion                              0.65%                        
                                         Over $1 billion                                        0.60%                        
---------------------------------------- -------------------------------------- --------------------------------------       
---------------------------------------- -------------------------------------- --------------------------------------       
Tax-Free Income Fund                     $0 to 250 million                                      0.50%                        
                                         $250 to 300 million                                    0.48%                        
                                         Over $300 million                                      0.45%                        
---------------------------------------- -------------------------------------- --------------------------------------       
---------------------------------------- -------------------------------------- --------------------------------------       
Tax-Managed Fund                         $0 to 1 billion                                        0.75%                        
                                         Over $1 billion                                        0.70%                        
---------------------------------------- -------------------------------------- --------------------------------------       
---------------------------------------- -------------------------------------- --------------------------------------       
World Equity Fund                        $0 to 300 million                                      1.00%                        
                                         $300 to 500 million                                    0.85%                        
                                         Over $500 million                                      0.75%                        
---------------------------------------- -------------------------------------- --------------------------------------       

                                      B-1                                                                                    

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C.       Combined asset based and performance based fee                                                                      

---------------------------- ---------------------------------------------------------- -------------------------------------
                                                  BASIC FEE                                                                  

---------------------------- ---------------------------------------------------------- -------------------------------------
---------------------------- ---------------------------- ----------------------------- -------------------------------------
                                                           Fee as a percentage of the                                        
                                                            fund's average daily net                                         
          FUND                    ASSETS                              ASSETS                      PERFORMANCE FEE            
---------------------------- ---------------------------- ----------------------------- -------------------------------------
---------------------------- ---------------------------- ----------------------------- -------------------------------------
                                                                                                                             
Growth Shares                $0 to $500 million                      0.70%              The  basic  fee  can   increase   or 
                             $500 million to $1 billion              0.65%              decrease   by  a  maximum  of  0.10% 
                             over $1 billion                         0.625%             depending on the  performance of the 
                                                                                        fund's  Class A shares  relative  to 
                                                                                        the Russell 1000 Index               
---------------------------- ---------------------------- ----------------------------- -------------------------------------
---------------------------- ---------------------------- ----------------------------- -------------------------------------
Mid-Cap Fund                 All                                     0.625%             The  basic  fee  can   increase   or 
                                                                                        decrease   by  a  maximum  of  0.20% 
                                                                                        depending on the  performance of the 
                                                                                        fund's  Class A shares  relative  to 
                                                                                        the  Standard  & Poor's  MidCap  400 
                                                                                        Index                                
---------------------------- ---------------------------- ----------------------------- -------------------------------------
---------------------------- ---------------------------- ----------------------------- -------------------------------------
Mid-Cap Value Fund           $0 to $500 million                      0.70%              The  basic  fee  can   increase   or 
                             $500 million to $1 billion              0.65%              decrease   by  a  maximum  of  0.10% 
                             over $1 billion                         0.625%             depending on the  performance of the 
                                                                                        fund's  Class A shares  relative  to 
                                                                                        the Lipper Growth Funds Index        
---------------------------- ---------------------------- ----------------------------- -------------------------------------
---------------------------- ---------------------------- ----------------------------- -------------------------------------
Pioneer Fund                 All                                     0.60%              The  basic  fee  can   increase   or 
                                                                                        decrease   by  a  maximum  of  0.10% 
                                                                                        depending on the  performance of the 
                                                                                        fund's  Class A shares  relative  to 
                                                                                        the Lipper  Growth and Income  Funds 
                                                                                        Index                                
---------------------------- ---------------------------- ----------------------------- -------------------------------------
---------------------------- ---------------------------- ----------------------------- -------------------------------------
Pioneer II                   All                                     0.60%              The  basic  fee  can   increase   or 
                                                                                        decrease   by  a  maximum  of  0.10% 
                                                                                        depending on the  performance of the 
                                                                                        fund's  Class A shares  relative  to 
                                                                                        the Lipper  Growth and Income  Funds 
                                                                                        Index                                
---------------------------- ---------------------------- ----------------------------- -------------------------------------

B-2 

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 EXHIBIT C

DOLLAR AMOUNT OF MANAGEMENT FEES PAID 

                                                        [Enlarge/Download Table]

                                                             NET MANAGEMENT FEES                                                    
                                                       -----------------------------                                                
                                                       -----------------------------                                                
                                         MANAGEMENT                                                                                 
                                         FEE WAIVER         FOR            FOR                                  MOST RECENT DATE    
                              GROSS    AND/OR EXPENSE  MOST RECENTLY    12 MONTHS    FISCAL  NET ASSETS AS  OF SHAREHOLDER APPROVAL 
                           MANAGEMENT  REIMBURSEMENT     COMPLETED     ENDED MARCH    YEAR    OF DECEMBER    OF EXISTING MANAGEMENT 
       FUND                   FEE^1     BY PIONEER^1    FISCAL YEAR^1    31, 2000      END      31, 2000      CONTRACT AND PURPOSE  
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
                                                                                                                                    
America Income Trust           738,275       (196,175)         542,100                12/31     136,589,358                         
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Balanced Fund                1,684,569            ----       1,684,569                12/31     238,463,883  January 14, 1997 (fee  
                                                                                                             increase)              
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Bond Fund                      818,959            ----         818,959                06/30     173,767,972  May 17, 1999 (reorg)   
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Cash Reserves Fund           1,392,778            ----       1,392,778                12/31     371,278,402  May 14, 1999 (reorg)   
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Emerging Markets Fund        1,624,774            ----       1,624,774                11/30     234,596,467  [_______, 1994]        
                                                                                                             (initial)              
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Equity-Income Fund           4,812,790            ----       4,812,790                10/31     984,966,986  April 28, 1998 (fee    
                                                                                                             change)/June 18, 1998  
                                                                                                             (reorg)                
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Europe Fund                  4,638,696            ----       4,638,696                10/31     544,127,952  April 27, 1994 (fee    
                                                                                                             reduction)             
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Pioneer Fund                43,260,917            ----      43,260,917                12/31   7,400,362,084  April 23, 1996 (fee    
                                                                                                             change-performance     
                                                                                                             based)                 
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Growth Shares               15,327,628            ----      15,327,628                12/31   3,222,595,684  September 28, 1999 (fee
                                                                                                             change-performance     
                                                                                                             based)                 
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
High Yield Fund                      0               0               0             0  10/31             N/A  February 24, 2000      
                                                                                                             (initial)              
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Indo-Asia Fund^2               236,831       (372,412)       (135,581)                10/31      59,374,902  _______, 1994 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
International Growth Fund    3,388,179            ----       3,388,179                11/30     419,590,710  _______, 1993 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Limited Maturity Bond                                                                                                               
Fund                           301,311       (258,411)          42,900                11/30      53,905,252  June 16, 1992 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Micro-Cap Fund                 936,624            ----         936,624                11/30      99,318,095  _______, 1997 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------

                                      C-1                                                                                           

PRES14A 54th Page of 66 TOC 1st Previous Next ↓Bottom Just 54th

                                                             NET MANAGEMENT FEES                                                    
                                                       -----------------------------                                                
                                                       -----------------------------                                                
                                         MANAGEMENT                                                                                 
                                         FEE WAIVER         FOR            FOR                                  MOST RECENT DATE    
                              GROSS    AND/OR EXPENSE  MOST RECENTLY    12 MONTHS    FISCAL  NET ASSETS AS  OF SHAREHOLDER APPROVAL 
                           MANAGEMENT  REIMBURSEMENT     COMPLETED     ENDED MARCH    YEAR    OF DECEMBER    OF EXISTING MANAGEMENT 
       FUND                   FEE^1     BY PIONEER^1    FISCAL YEAR^1    31, 2000      END      31, 2000      CONTRACT AND PURPOSE  
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
                                                                                                                                    
Mid-Cap Fund                 3,487,020            ----       3,487,020                09/30     965,247,614  January 23, 1996 (fee  
                                                                                                             change-performance     
                                                                                                             based)                 
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Mid-Cap Value Fund          10,574,447            ----      10,574,447                10/31   1,547,981,855  April 30, 1998 (fee    
                                                                                                             change-performance     
                                                                                                             based)/June 18, 1998   
                                                                                                             (reorg)                
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Real Estate Shares           1,079,759       (152,097)         927,662                12/31      80,655,229                         
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Science & Technology                                                                                                                
Fund                                 0               0               0             0  09/30             N/A  _______, 2000 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Small Company Fund           2,386,719            ----       2,386,719                10/31     237,488,407  _______, 1995 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Strategic Income Fund           19,942       (128,594)       (108,652)                09/30      18,694,454  _______, 1999 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Tax-Free Income Fund         2,005,180            ----       2,005,180                12/31     383,583,638                         
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Tax-Managed Fund                 2,219        (19,479)        (17,260)                12/31       5,545,810  _______, 1999 (initial)
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
Pioneer II                  29,178,436            ----      29,178,436                09/30   5,101,513,518  April 30, 1996 (fee    
                                                                                                             change-performance     
                                                                                                             based)                 
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------
World Equity Fund              465,368       (157,524)         307,844                03/31      54,675,200  October _, 1996        
                                                                                                             (initial)              
-------------------------- ----------- --------------- --------------- ------------- ------- -------------- ------------------------

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

1    Information is presented for each fund's most recently completed fiscal    
year.                                                                 

2    Pioneer paid Kothari Pioneer, Pioneer Indo-Asia Fund's investment          
subadviser, subadvisory fees of $41,002 for the fund's most recently  
completed fiscal year. Pioneer Indo-Asia Fund's existing subadvisory  
   contract was submitted to the fund's initial shareholders for approval on
_________, 1994.                                                      

C-2 

PRES14A 55th Page of 66 TOC 1st Previous Next ↓Bottom Just 55th
 EXHIBIT D

ADDITIONAL INFORMATION PERTAINING TO PIONEER                                    

     Pioneer is a wholly owned subsidiary of PGI. As of May 31, 2000,  executive
officers  and   directors  of  Pioneer   beneficially   owned  an  aggregate  of
____________ shares of common stock of PGI, representing  approximately ____% of
the  outstanding  common stock of PGI. During the period January 1, 2000 through
May 31,  2000,  there were no  transactions  in PGI common stock by any officer,
director or trustee of a fund, PGI,  Pioneer and/or PFD in an amount equal to or
exceeding 1% of the outstanding  common stock of PGI. Messrs.  Cogan and Tripple
are trustees and officers of each fund and the directors of Pioneer. Mr. Tripple
is also the president  (principle  executive officer) of Pioneer. The address of
each of these persons is 60 State Street,  Boston,  Massachusetts 02109, and the
principal  occupation of each of these persons is as an employee of PGI.  Please
see Proposal 2 for more detailed biographies of Messrs. Cogan and Tripple.      

SERVICES PROVIDED TO THE FUNDS BY AFFILIATES OF PIONEER                         

     PSC serves as each fund's transfer agent and shareholder  servicing  agent.
Under the terms of its  contract  with each  fund,  PSC's  duties  include:  (i)
processing  sales,  redemptions  and  exchanges  of  shares  of the  fund;  (ii)
distributing  dividends and capital  gains to  shareholder  accounts;  and (iii)
maintaining  certain  account  records  and  responding  to routine  shareholder
inquires.  The fees shown  below are as of the fund's  most  recently  completed
fiscal year end.                                                                

                                                                [Download Table]

--------------------------------------- -------------------------
                                        AMOUNT OF FEES PAID TO   
                                                  PSC            
                 FUND                     (NET OF PSC CREDITS)   
--------------------------------------- -------------------------
--------------------------------------- -------------------------
                                                                 
America Income Trust                                     329,230 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Balanced Fund                                            566,986 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Bond Fund                                                392,307 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Cash Reserves Fund                                       847,702 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Emerging Markets Fund                                    665,532 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Equity-Income Fund                                     1,129,640 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Europe Fund                                            1,412,636 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Pioneer Fund                                          11,639,704 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Growth Shares                                          5,966,810 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
High Yield Fund                                             ---- 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Indo-Asia Fund                                            79,396 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
International Growth Fund                              1,353,525 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Limited Maturity Bond Fund                               120,629 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Micro-Cap Fund                                           335,694 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Mid-Cap Fund                                           1,278,476 
--------------------------------------- -------------------------

                                      D-1                        

PRES14A 56th Page of 66 TOC 1st Previous Next ↓Bottom Just 56th
--------------------------------------- -------------------------
                                        AMOUNT OF FEES PAID TO   
                                                  PSC            
                 FUND                     (NET OF PSC CREDITS)   
--------------------------------------- -------------------------
--------------------------------------- -------------------------
                                                                 
Mid-Cap Value Fund                                     5,089,174 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Real Estate Shares                                       404,085 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Science & Technology Fund                                   ---- 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Small Company Fund                                     1,192,056 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Strategic Income Fund                                     17,971 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Tax-Free Income Fund                                     403,223 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Tax-Managed Fund                                           2,169 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Pioneer II                                            10,835,035 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
World Equity Fund                                        172,373 
--------------------------------------- -------------------------

     PFD, an indirect  wholly  owned  subsidiary  of PGI,  serves as each fund's
principal  underwriter.  The fees  shown  below were paid by each fund as of its
most  recently  completed  fiscal year end to PFD in  reimbursement  of expenses
related to servicing of shareholder accounts and compensating broker/dealers and
sales personnel.                                                                

                                                                [Download Table]

--------------------------------------- -------------------------
                                        AMOUNT OF FEES RETAINED  
                 FUND                            BY PFD          
--------------------------------------- -------------------------
--------------------------------------- -------------------------
                                                                 
America Income Trust                                      27,764 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Balanced Fund                                             38,170 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Bond Fund                                                 66,000 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Cash Reserves Fund                                             0 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Emerging Markets Fund                                     24,835 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Equity-Income Fund                                       347,723 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Europe Fund                                              155,920 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Pioneer Fund                                           3,237,835 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Growth Shares                                          1,742,397 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
High Yield Fund                                             ---- 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Indo-Asia Fund                                            14,323 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
International Growth Fund                                 98,218 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Limited Maturity Bond Fund                                13,563 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Micro-Cap Fund                                            12,108 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Mid-Cap Fund                                              58,651 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Mid-Cap Value Fund                                       396,815 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Real Estate Shares                                        12,473 
--------------------------------------- -------------------------

                                      D-2                        

PRES14A 57th Page of 66 TOC 1st Previous Next ↓Bottom Just 57th

--------------------------------------- -------------------------
                                        AMOUNT OF FEES RETAINED  
                 FUND                            BY PFD          
--------------------------------------- -------------------------
--------------------------------------- -------------------------
                                                                 
Science & Technology Fund                                   ---- 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Small Company Fund                                        34,994 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Strategic Income Fund                                     12,366 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Tax-Free Income Fund                                      42,861 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Tax-Managed Fund                                           4,783 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Pioneer II                                             1,565,861 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
World Equity Fund                                         10,297 
--------------------------------------- -------------------------

     Each  fund  has  entered  into an  administration  agreement  with  Pioneer
pursuant to which  certain  accounting  and legal  services  which are  expenses
payable by the fund under the  existing  management  contract  are  performed by
Pioneer and pursuant to which Pioneer is  reimbursed  for its costs of providing
such services. The fees shown below are as of the fund's most recently completed
fiscal year end.                                                                

                                                                [Download Table]

--------------------------------------- -------------------------
                                        AMOUNT OF FEES PAID TO   
                 FUND                           PIONEER          
--------------------------------------- -------------------------
--------------------------------------- -------------------------
                                                                 
America Income Trust                                      34,629 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Balanced Fund                                             66,497 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Bond Fund                                                 52,483 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Cash Reserves Fund                                        71,630 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Emerging Markets Fund                                     14,894 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Equity-Income Fund                                       223,878 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Europe Fund                                               74,561 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Pioneer Fund                                             887,723 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Growth Shares                                            522,070 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
High Yield Fund                                             ---- 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Indo-Asia Fund                                            32,716 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
International Growth Fund                                 83,583 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Limited Maturity Bond Fund                                29,591 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Micro-Cap Fund                                            29,004 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Mid-Cap Fund                                             406,889 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Mid-Cap Value Fund                                       284,646 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Real Estate Shares                                         3,932 
--------------------------------------- -------------------------
Science & Technology Fund                                   ---- 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Small Company Fund                                        51,270 
--------------------------------------- -------------------------
--------------------------------------- -------------------------

                                       D-3                       

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--------------------------------------- -------------------------
                                        AMOUNT OF FEES PAID TO   
                 FUND                           PIONEER          
--------------------------------------- -------------------------
--------------------------------------- -------------------------
                                                                 
Strategic Income Fund                                     13,139 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Tax-Free Income Fund                                     103,305 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Tax-Managed Fund                                               0 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
Pioneer II                                             1,672,571 
--------------------------------------- -------------------------
--------------------------------------- -------------------------
World Equity Fund                                         28,849 
--------------------------------------- -------------------------

PIONEER'S PORTFOLIO TRANSACTION POLICY                                          

     All orders for the purchase or sale of portfolio  securities  are placed on
behalf of each fund by Pioneer  pursuant to authority  contained in the existing
and proposed  management  contracts.  In selecting  brokers or dealers,  Pioneer
considers  factors  relating to execution on the best overall  terms  available,
including, but not limited to, the size and type of the transaction;  the nature
and  character  of the markets of the  security  to be  purchased  or sold;  the
execution  efficiency,  settlement  capability  and  financial  condition of the
dealer;  the dealer's execution services rendered on a continuing basis; and the
reasonableness of any dealer spreads.                                           

     Pioneer may select  broker-dealers  which provide brokerage and/or research
services to a fund and/or other  investment  companies or institutional or other
accounts  managed by Pioneer.  Such  research  services  must be lawful and must
provide  appropriate  assistance to Pioneer in the performance of its investment
decision-making  responsibilities  and could include advice concerning the value
of  securities;   the  advisability  of  investing  in,  purchasing  or  selling
securities;  the  availability  of  securities  or the  purchasers or sellers of
securities;   providing   stock  quotation   services,   credit  rating  service
information and comparative fund  statistics;  furnishing  analysis,  electronic
information  services,  manuals  and  reports  concerning  issuers,  industries,
securities,  economic factors and trends,  portfolio strategy and performance of
accounts  and  particular   investment   decisions;   and  effecting  securities
transactions and performing  functions incidental thereto (such as clearance and
settlement).                                                                    

     In circumstances where two or more  broker-dealers  offer comparable prices
and executions, preference may be given to a broker-dealer which has sold shares
of the funds as well as shares of other investment companies managed by Pioneer.
This policy does not imply a commitment  to execute all  portfolio  transactions
through  all  broker-dealers  that sell  shares of the funds.  In  addition,  if
Pioneer  determines  in good faith that the amount of  commissions  charged by a
broker-dealer  is  reasonable  in  relation  to the value of the  brokerage  and
research services provided by such broker-dealer,  the funds may pay commissions
to such  broker-dealer  in an amount  greater  than the amount  another firm may
charge. This information might be useful to Pioneer in providing services to the
fund as well as to other  investment  companies or accounts  managed by Pioneer,
although  not all of such  research  may be  useful to the fund  generating  the
commission credits.  Conversely, such information provided to Pioneer by brokers
and dealers through whom other clients of Pioneer effect securities transactions
might be useful to Pioneer in providing  services to a fund. The receipt of such
research  is not  expected  to  reduce  Pioneer's  normal  independent  research
activities;  however,  it enables Pioneer to avoid the additional  expense which
might  otherwise  be  incurred  if it  were to  attempt  to  develop  comparable
information through its own staff.                                              

SIMILAR FUNDS                                                                   

     Pioneer serves as the investment adviser to each fund in the Pioneer Family
of Funds.  The following table  identifies  other funds in the Pioneer Family of
Funds that have similar  investment  objectives  to the funds  described in this
proxy statement and provides other information regarding the similar funds.     

D-5 

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                                                        [Enlarge/Download Table]

----------------------------------- ------------------------ -------------------- ------------------ -----------------
                                                                                     INVESTMENT       DOLLAR AMOUNT   
                                                                                    ADVISORY FEE      OF INVESTMENT   
                                                                                  RATE FOR SIMILAR    ADVISORY FEES   
                                                                NET ASSETS OF       FUND(S) AS A        WAIVED OR     
                                                             SIMILAR FUND(S) AS     PERCENTAGE OF        EXPENSES     
                                                              OF DECEMBER 31,       AVERAGE DAILY       REIMBURSED    
               FUND                     SIMILAR FUND(S)             1999             NET ASSETS                       
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
                                                                                                                      
Pioneer America Income Fund         Pioneer America Income            29,778,914        0.55%                    ---- 
                                    VCT Portfolio                                                                     
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Balanced Fund               Pioneer Balanced VCT              72,668,607        0.65%                    ---- 
                                    Portfolio                                                                         
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Emerging Markets Fund       Pioneer Emerging                   9,678,724        1.15%               (111,935) 
                                    Markets VCT Portfolio                                                             
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Equity-Income Fund          Pioneer Equity-Income            226,379,052        0.65%                    ---- 
                                    VCT Portfolio                                                                     
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Europe Fund                 Pioneer Europe VCT                12,734,688        1.00%                (74,559) 
                                    Portfolio                                                                         
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Growth Shares               Pioneer Growth Shares            162,730,332        0.70%                    ---- 
                                    VCT Portfolio                                                                     
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer High Yield Fund             Pioneer High Yield VCT                   N/A        0.65%                     N/A 
                                    Portfolio                                                                         
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer International Growth Fund   Pioneer International             69,192,043        1.00%                    ---- 
                                    Growth VCT Portfolio                                                              
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Mid-Cap Value Fund          Pioneer Mid-Cap Value            120,526,223        0.65%                    ---- 
                                    VCT Portfolio                                                                     
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Cash Reserves Fund          Pioneer Money Market              37,346,671        0.50%                   (118) 
                                    VCT Portfolio                                                                     
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Fund                        Pioneer Fund VCT                 204,927,336        0.65%                    ---- 
                                    Portfolio                                                                         
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Real Estate Shares          Pioneer Real Estate               28,317,839        0.80%                (46,643) 
                                    Growth VCT Portfolio                                                              
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Science & Technology Fund   Pioneer Science &                        N/A        0.75%                     N/A 
                                    Technology VCT                                                                    
                                    Portfolio                                                                         
----------------------------------- ------------------------ -------------------- ------------------ -----------------
----------------------------------- ------------------------ -------------------- ------------------ -----------------
Pioneer Strategic Income Fund       Pioneer Strategic                  1,234,704        0.65%                (27,650) 
                                    Income VCT Portfolio                                                              
----------------------------------- ------------------------ -------------------- ------------------ -----------------

D-6 

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 EXHIBIT E

 TRUSTEES FEES PAID BY THE FUNDS

                                                        [Enlarge/Download Table]

                            AMERICA                           CASH       EMERGING    EQUITY               
TRUSTEE                      INCOME     BALANCED     BOND     RESERVES    MARKETS      INCOME     EUROPE  
-------                      ------     --------     ----     --------    -------      ------     ------  
                                                                                                          
John F. Cogan, Jr.             750.00      750.00     750.00     750.00      750.00      750.00     750.00
Mary K. Bush                 2,947.75    3,112.50   2,966.50   3,179.25    2,945.17    4,042.75   3,385.08
Richard H. Egdahl, M.D.      2,947.75    3,112.50   2,966.50   3,179.25    2,945.17    4,042.75   3,385.08
Margaret B.W. Graham         3,004.75    3,218.00   3,031.50   3,302.75    3,001.83    4,422.92   3,571.58
Marguerite A. Piret          3,174.50    3,446.50   3,209.00   3,554.25    3,170.83    4,985.67   3,898.92
David D. Tripple               750.00      750.00     750.00     750.00      750.00      750.00     750.00
Stephen K. West              3,117.50    3,341.00   2,995.25   3,430.25    3,064.50    4,505.67   3,610.58
John Winthrop                3,089.00    3,288.25   3,112.75   3,218.50    2,986.17    4,365.58   3,569.33
        Totals              19,781.25   21,018.75  19,781.50  21,364.25   19,613.67   27,865.34  22,920.57


                                                                                             LIMITED      
                               PIONEER     GROWTH      HIGH        INDO-    INTERNATIONAL   MATURITY      
TRUSTEE                         FUND       SHARES     YIELD^1      ASIA         GROWTH         BOND       
-------                         ----       ------     ------      ----         ------         ----        
                                                                                                          
John F. Cogan, Jr.             750.00      750.00     750.00     750.00          750.00      750.00       
Mary K. Bush                11,109.75    6,450.25   1,806.00   2,773.83        3,249.17    2,826.17       
Richard H. Egdahl, M.D.     11,109.75    6,450.25   1,806.00   2,773.83        3,249.17    2,826.17       
Margaret B.W. Graham        13,518.25    7,515.75   1,812.00   2,779.83        3,395.50    2,471.50       
Marguerite A. Piret         16,560.75    8,917.25   1,906.00   2,888.08        3,673.00    2,976.00       
David D. Tripple               750.00      750.00     750.00     750.00          750.00      750.00       
Stephen K. West             14,151.00    7,851.50   1,731.00   2,781.58        3,477.33    2,903.17       
John Winthrop               12,796.75    7,168.75   1,906.00   2,828.58        3,421.42    2,842.00       
        Totals              80,746.25   45,853.73  12,467.00  18,325.73       21,965.59   18,345.01       


                                                     MID-     REAL                                        
                              MICRO-     MID-        CAP     ESTATE     SCIENCE &       SMALL             
TRUSTEE                        CAP       CAP-       VALUE     SHARES    TECHNOLOGY^2   COMPANY            
-------                        ---       ----       -----     ------    -----------    -------            
                                                                                                          
John F. Cogan, Jr.             750.00     750.00     750.00     750.00          0.00      750.00          
Mary K. Bush                 2,883.17   3,971.00   5,441.83   1,721.75          0.00    3,222.42          
Blake Eagle                        --         --         --   1,457.00            --          --          
Richard H. Egdahl, M.D.      2,883.17   3,971.00   5,441.83   1,721.75          0.00    3,222.42          
Margaret B.W. Graham         2,922.50   4,334.00   6,235.33   1,771.75          0.00    3,360.42          
Marguerite A. Piret          3,069.67   4,874.00   7,300.75   1,933.00          0.00    3,630.25          
David D. Tripple               750.00     750.00     750.00     750.00          0.00      750.00          
Stephen K. West              2,981.00   4,362.50   6,408.08   1,882.75          0.00    3,391.08          
John Winthrop                2,930.83   4,331.00   6,061.33   1,857.75          0.00    3,372.08          
        Totals              15,537.17  22,622.50  32,197.32  13,845.75          0.00   17,726.25          


                                                                                     TOTAL COMPENSATION   
                                                                                     FROM THE FUNDS AND   
                                                                                     OTHER FUNDS IN THE   
                                                                                     PIONEER FAMILY       
                        STRATEGIC  TAX-FREE       TAX-      PIONEER     WORLD        OF FUNDS^4           
TRUSTEE                   INCOME    INCOME       MANAGED^3     II       EQUITY                            
-------                   ------   --------      ---------     --       ------       -----------------    
                                                                                                          
John F. Cogan, Jr.          0.00     750.00         0.00     750.00     750.00              $ 18,000.005  
Mary K. Bush            1,375.50   3,315.25         0.00  11,416.50   2,809.75                 93,500.00  
Blake Eagle                   --         --           --         --         --                  1,457.00  
Richard H. Egdahl, M.D. 1,375.50   3,315.35         0.00  11,416.50   2,809.75                 95,500.00  
Margaret B.W. Graham    1,375.50   3,478.75         0.00  13,980.50   2,827.75                102,000.00  
Marguerite A. Piret     1,425.50   3,778.75         0.00  17,207.00   2,948.50                116,750.00  
David D. Tripple            0.00     750.00         0.00     750.00     750.00                18,000.005  
Stephen K. West         1,425.50   3,614.75         0.00  14,490.00   2,781.50                108,250.00  
John Winthrop           1,425.50   3,533.00         0.00  13,358.00   2,768.25                 98,400.00  
        Totals          7,027.50  17,470.60         0.00  71,020.00  14,885.75               $651,857.00  

-----------------------------                                                   
1       Estimated for the fiscal year ending October 31, 2000.                  
2       Estimated for the fiscal year ending September 30, 2000.                
3       Estimated for the fiscal year ending December 31, 2000.                 

E-1 

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4    For the calendar  year ended  December  31,  1999.  The amounts paid to the
     trustees  differ due to (i) Dr.  Egdahl,  Ms. Piret and Mr. West service as
     trustees to another trust in the Pioneer Family of Funds (Pioneer  Variable
     Contracts Trust),  (ii) membership on or chairing certain committees of the
boards of  trustees  and (iii)  attendance  at  meetings.             
5    Pioneer fully  reimbursed  all funds for the  compensation  paid to Messrs.
Cogan and Tripple.                                                    

E-2 

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     As of the close of business on the Record Date,  the shares  outstanding of
each fund were as follows:                                                      

                                                        [Enlarge/Download Table]

------------------------------- --------------------------------------------------------------
             FUND                               NUMBER OF SHARES OUTSTANDING                  
------------------------------- --------------------------------------------------------------
------------------------------- --------------- --------------- -------------- ---------------
                                   CLASS A         CLASS B         CLASS C        CLASS Y     
                                   -------         -------         -------        -------     
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
                                                                                              
America Income Trust                                                                N/A       
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Balanced Fund                                                                       N/A       
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Bond Fund                                                                           N/A       
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Cash Reserves Fund                                                                  N/A       
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Emerging Markets Fund                                                                         
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Equity-Income Fund                                                                            
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Europe Fund                                                                                   
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Pioneer Fund                                                                                  
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Growth Shares                                                                                 
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
High Yield Fund                                                                               
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Indo-Asia Fund                                                                      N/A       
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
International Growth                                                                N/A       
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Limited Maturity Bond Fund                                           N/A                      
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Micro-Cap Fund                                                       N/A            N/A       
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Mid-Cap Fund                                                                        N/A       
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Mid-Cap Value Fund                                                                            
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Real Estate Shares                                                                            
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Science & Technology Fund                                                           N/A       
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Small Company Fund                                                                  N/A       
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Strategic Income Fund                                                                         
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Tax-Free Income Fund                                                                N/A       
------------------------------- --------------- --------------- -------------- ---------------

                             F-1                                                              

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------------------------------- --------------------------------------------------------------
             FUND                               NUMBER OF SHARES OUTSTANDING                  
------------------------------- --------------------------------------------------------------
------------------------------- --------------- --------------- -------------- ---------------
                                   CLASS A         CLASS B         CLASS C        CLASS Y     
                                   -------         -------         -------        -------     
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
                                                                                              
Tax-Managed Fund                                                                              
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
Pioneer II                                                                          N/A       
------------------------------- --------------- --------------- -------------- ---------------
------------------------------- --------------- --------------- -------------- ---------------
World Equity Fund                                                                   N/A       
------------------------------- --------------- --------------- -------------- ---------------

F-2 

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 EXHIBIT G

     To  the  knowledge  of  the  funds,  as of  May  31,  2000,  the  following
shareholders  held  beneficially or of record, 5% or more of any class of shares
of each fund:                                                                   

                                                                [Download Table]

                            NO. AND CLASS OF                                       
               FUND           SHARES OWNED    NAME AND ADDRESS  PERCENTAGE OF CLASS
               ----           ------------    ----------------  -------------------
                                                                                   
America Income Trust                                                               
Balanced Fund                                                                      
Bond Fund                                                                          
Cash Reserves Fund                                                                 
Emerging Markets Fund                                                              
Equity-Income Fund                                                                 
Europe Fund                                                                        
Pioneer Fund                                                                       
Growth Shares                                                                      
High Yield Fund                                                                    
Indo-Asia Fund                                                                     
International Growth Fund                                                          
Limited Maturity Bond Fund                                                         
Micro-Cap Fund                                                                     
Mid-Cap Fund                                                                       
Mid-Cap Value Fund                                                                 
Real Estate Shares                                                                 
Science & Technology Fund                                                          
Small Company Fund                                                                 
Strategic Income Fund                                                              
Tax-Free Income Fund                                                               
Tax-Managed Fund                                                                   
Pioneer II                                                                         
World Equity Fund                                                                  

------------                                                                    
* This ownership is as nominee only and does not represent beneficial ownership 
of such shares.                                                             

G-1 

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PROXY                                                                      PROXY

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

 PROXY FOR THE MEETING OF SHAREHOLDERS
 To be held August ___, 2000
 VOTE VIA THE INTERNET: http://Pioneer.proxyvoting.com
                                   TOUCH-TONE VOTING: 1-800-597-7836

 CONTROL NUMBER:

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

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

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

  NOTE: In signing,  please write  name(s)  exactly as
  appearing   hereon.   When   signing  as   attorney,
  executor,  administrator or other fiduciary,  please
  give your full title as such.  Joint  owners  should
each sign personally                              

-----------------------------------               
Signature                                         

-----------------------------------               
Signature(s)                                      

Date_______________________,2000___               

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     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF YOUR FUND AND
SHOULD BE  RETURNED  AS SOON AS POSSIBLE  IN THE  ENVELOPE  PROVIDED.  THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING:                             

                                 FOR              AGAINST                ABSTAIN

1(a). To approve a new management contract between the funds and Pioneer        
Investment Management, Inc. ("Pioneer"), the funds' investment adviser          
("Pioneer"). This contract will take effect only if the proposed acquisition of 
The Pioneer Group, Inc. ("PGI"), the parent of Pioneer, by UniCredito Italiano  
S.p.A. ("UniCredito") is consummated.                                           

1(b). FOR SHAREHOLDERS OF PIONEER INDO-ASIA FUND ONLY: To approve a new         
subadvisory contract between Pioneer and ITI Pioneer AMC Ltd. This new contract 
relates to the fund's assets invested in Indian securities and will take effect 
only if the proposed acquisition of PGI by UniCredito is consummated.           

                   FOR                 WITHHOLD            FOR ALL
                   ALL                    ALL               EXCEPT
                                                               (as marked below)
2.   To elect Trustees.  The nominees for Trustees are:                         

01  M.K. Bush                02  J.F. Cogan, Jr.                                
03  Dr. R.H. Egdahl          04  M.B.W. Graham                                  
05  M.A. Piret               06  D.D. Tripple                                   
07  S.K. West                08  J. Winthrop                                    
09  B. Eagle (for Pioneer                                                       
Real Estate Shares only)                                                        

To withhold authority to vote for one or more or the nominees, write the name(s)
of the nominee(s) on the line below:                                            

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

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRES14A’ Filing	Date	First	Last	Other Filings

Corrected on:	4/21/04
	12/31/00	60		24F-2NT, N-30D, NSAR-A, NSAR-B
	10/31/00	60		24F-2NT, N-30D, NSAR-B
	9/30/00	60		24F-2NT, N-30D, NSAR-A, NSAR-B
For Period End:	8/1/00			DEFS14A
	6/16/00	3	5	N-30D, NSAR-A
	6/13/00	17	20
Changed as of:	6/5/00
Filed on:	6/2/00			N-30D
	5/31/00	21	64	N-30D, NSAR-A
	5/25/00	15	20
	5/14/00	6
	2/24/00	53		NSAR-A, NSAR-B
	1/1/00	55
	12/31/99	61		24F-2NT, N-30D, NSAR-A, NSAR-B
	9/28/99	53		24F-2NT, DEFS14A, PRES14A
	5/17/99	53		N-8A/A
	5/14/99	53		485BPOS
	6/18/98	53	54
	4/30/98	54		485APOS, 485BPOS, 497, N-30D, NSAR-A
	4/28/98	53
	1/14/97	53		DEFS14A, NSAR-B/A, PRES14A
	4/30/96	54		485BPOS, 497J, DEFS14A, N-30D, NSAR-A, PRES14A
	4/23/96	53		DEFS14A, PRES14A
	1/23/96	54
	4/27/94	53
	6/16/92	53
				List all Filings

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Filing Submission 0000831120-00-000015 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Pioneer Small Cap Value Fund, et al. – ‘PRES14A’ for 8/1/00

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents