` UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934

Filed by the Registrant |X|

Filed by a Party other than the Registrant | |

Check the appropriate box:

| | Preliminary Information Statement

| | Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))

|X| Definitive Information Statement

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INFORMATION STATEMENT
OF
PIONEER REAL ESTATE SHARES
(the "Fund")

The address and telephone number of the Fund is:
60 State Street
Boston, Massachusetts 02109
1-800-225-6292

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To the Shareholders of Pioneer Real Estate Shares:

The enclosed information statement provides certain information regarding a
new sub-advisory agreement between the Fund's investment adviser, Amundi Pioneer
Asset Management, Inc. ("Amundi Pioneer"), formerly Pioneer Investment
Management, Inc., and the Fund's subadviser, AEW Capital Management, L.P.
("AEW").

On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world (the "Transaction"). As a
result of the Transaction, Amundi Pioneer became an indirect wholly-owned
subsidiary of Amundi and Amundi's wholly-owned subsidiary, Amundi USA, Inc.
Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset
Management S.p.A., a wholly-owned subsidiary of UniCredit S.p.A.

Under the Investment Company Act of 1940, as amended, the Fund's investment
management agreement between Amundi Pioneer and the Fund terminated
automatically upon the consummation of the Transaction. The Fund's sub-advisory
agreement provided for its automatic termination in the event of the termination
of the Fund's investment management agreement. Accordingly, the Fund's
sub-advisory agreement also terminated automatically upon the consummation of
the Transaction. Amundi Pioneer is permitted by an order from the Securities and
Exchange Commission, subject to the approval of the Board of Trustees, to enter
into and materially amend an existing sub-advisory contract with an unaffiliated
subadviser for the Fund without shareholder approval. Accordingly, to prevent
any disruption of sub-advisory services to the Fund, the Board of Trustees
approved a new sub-advisory agreement between Amundi Pioneer and AEW (the "New
Sub-Advisory Agreement") that became effective upon the consummation of the
Transaction. Pursuant to the New Sub-Advisory Agreement, AEW has been engaged to
continue to serve as the subadviser for the Fund. Amundi Pioneer, and not the
Fund, pays AEW for providing sub-advisory services to the Fund. There is no
change in services or management fees as a result of the New Sub-Advisory
Agreement.

The enclosed document is for information purposes only. WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. We do, however,
ask that you review the enclosed information statement, which contains
information about the reappointment of AEW as subadviser to the Fund and the
Board of Trustees' approval of the New Sub-Advisory Agreement.

If you have any questions, please call 1-800-225-6292.

Sincerely,

Christopher J. Kelley
Secretary

Boston, Massachusetts
September 22, 2017

1
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INFORMATION STATEMENT
OF
PIONEER REAL ESTATE SHARES

This information statement dated September 22, 2017 (the "Information
Statement") is being furnished on behalf of the Board of Trustees (the "Board")
of Pioneer Real Estate Shares (the "Fund") to inform shareholders of the Fund
about the reappointment of AEW Capital Management, L.P. ("AEW" or the
"Subadviser") as the subadviser to the Fund and the new sub-advisory agreement
between the Fund's investment adviser, Amundi Pioneer Asset Management, Inc.
("Amundi Pioneer"), and AEW. The prior sub-advisory agreement between Amundi
Pioneer and AEW was terminated on July 3, 2017 as a result of a change in
ownership of the Fund's investment adviser.

Under the Investment Company Act of 1940, as amended, the Fund's investment
management agreement between Amundi Pioneer and the Fund terminated
automatically upon the consummation of the Transaction. The Fund's sub-advisory
agreement provided for its automatic termination in the event of the termination
of the Fund's management agreement. Accordingly, the Fund's sub-advisory
agreement also terminated automatically upon the consummation of the
Transaction. Amundi Pioneer is permitted by an order from the Securities and
Exchange Commission, subject to the approval of the Board, to enter into and
materially amend an existing sub-advisory contract with an unaffiliated
subadviser for the Fund without shareholder approval. Accordingly, to prevent
any disruption of sub-advisory services to the Fund in connection with the
Transaction, the Board approved a new sub-advisory agreement (the "New
Sub-Advisory Agreement") on behalf of the Fund, between Amundi Pioneer and AEW,
at meetings held on March 6-7, 2017. The New Sub-Advisory Agreement became
effective upon the consummation of the Transaction.

This Information Statement is being mailed on or about September 29, 2017
to shareholders of record of the Fund as of September 12, 2017. Please note that
only one Information Statement may be delivered to two or more shareholders of
the Fund who share an address, unless such shareholders have given instructions
to the contrary. To request a separate copy of the Information Statement,
shareholders should contact the Fund at the address or phone number listed below
for the Fund.

The principal executive office of the Fund is located at 60 State Street,
Boston, Massachusetts 02109. A copy of the Fund's most recent Annual and
Semi-Annual Reports sent to shareholders are available upon request, without
charge, by writing to the Fund at 60 State Street, Boston, Massachusetts 02109,
visiting www.amundipioneer.com or calling toll-free 1-800-225-6292.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY

THIS INFORMATION STATEMENT IS AVAILABLE AT

www.amundipioneer.com

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

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TABLE OF CONTENTS

Page
INTRODUCTION ................................................................... 4
INVESTMENT ADVISER ............................................................. 5
SUBADVISER ..................................................................... 6
COMPARISON OF NEW SUB-ADVISORY AGREEMENT WITH PRIOR SUB-ADVISORY AGREEMENT ..... 7
BOARD EVALUATION OF THE TRANSACTION AND NEW SUB-ADVISORY AGREEMENT ............. 9
GENERAL INFORMATION ............................................................ 11
OWNERSHIP OF SHARES OF PIONEER REAL ESTATE SHARES .............................. 12
OTHER MATTERS .................................................................. 13
EXHIBIT A - NEW SUB-ADVISORY AGREEMENT ......................................... A-1

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INTRODUCTION

Shareholders of Pioneer Real Estate Shares (the "Fund") are being provided
with certain information regarding the new sub-advisory agreement between Amundi
Pioneer Asset Management, Inc. ("Amundi Pioneer") and AEW Capital Management,
L.P. ("AEW" or the "Subadviser") that took effect on July 3, 2017. Amundi
Pioneer, formerly Pioneer Investment Management, Inc., currently serves as
investment adviser to the Fund and AEW currently serves as subadviser to the
Fund.

Under the Investment Company Act of 1940, as amended (the "1940 Act"), the
Fund's investment management agreement in effect prior to the Transaction (the
"Prior Management Agreement") terminated automatically upon the consummation of
the Transaction. The Fund's sub-advisory agreement in effect prior to the
Transaction (the "Prior Sub-Advisory Agreement") provided for its automatic
termination in the event of the termination of the Fund's investment management
agreement. Accordingly, the Fund's Prior Sub-Advisory Agreement also terminated
automatically upon consummation of the Transaction.

Amundi Pioneer is permitted by an order from the Securities and Exchange
Commission (the "SEC"), subject to the approval of the Board of Trustees (the
"Board"), to enter into and materially amend an existing sub-advisory contract
with an unaffiliated subadviser for the Fund without shareholder approval (the
"Exemptive Order"). Accordingly, to prevent any disruption of sub-advisory
services to the Fund in connection with the Transaction, the Board approved a
new sub-advisory agreement between Amundi Pioneer and AEW at the March 6-7, 2017
meeting that became effective upon the completion of the Transaction (the "New
Sub-Advisory Agreement").

Pursuant to the New Sub-Advisory Agreement, AEW has been engaged, with the
approval of the Board, to continue to serve as the subadviser for the Fund.
Amundi Pioneer, and not the Fund, pays the Subadviser for providing sub-advisory
services to the Fund. There is no change in services or management fees as a
result of the New Sub-Advisory Agreement.

Amundi Pioneer and the Fund have agreed to comply with certain conditions
when acting in reliance on the relief granted in the Exemptive Order. These
conditions require, among other things, that Fund shareholders be notified
within ninety (90) days of the effective date of a subadviser's retention. This
Information Statement provides such notice of the changes and presents details
regarding the Subadviser and the New Sub-Advisory Agreement.

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INVESTMENT ADVISER

Amundi Pioneer, as the Fund's investment adviser, oversees the Fund's
operations and supervises the Fund's Subadviser, which is responsible for the
day-to-day management of the Fund's portfolio. Amundi Pioneer's main office is
located at 60 State Street, Boston, Massachusetts 02109.

Amundi Pioneer is an indirect wholly owned subsidiary of Amundi and
Amundi's wholly owned subsidiary, Amundi USA, Inc. Amundi, one of the world's
largest asset managers, is headquartered in Paris, France. As of June 30, 2017,
Amundi had more than $1.5 trillion in assets under management worldwide. As of
June 30, 2017, Amundi Pioneer (and its U.S. affiliates) had over $74 billion in
assets under management.

The firm's U.S. mutual fund investment history includes creating one of the
first mutual funds in 1928.

Prior to July 3, 2017, the Fund's investment adviser was named Pioneer
Investment Management, Inc. A new investment management contract between the
Fund and the investment adviser became effective on July 3, 2017 (the "New
Management Agreement").

Pursuant to the New Management Agreement, Amundi Pioneer provides the Fund
with investment research, advice, management and supervision and furnishes a
continuous investment program for the Fund's portfolio of securities and other
investments consistent with the Fund's investment objectives, policies and
restrictions, as stated in the Fund's current Prospectus and Statement of
Additional Information. The New Management Agreement permits Amundi Pioneer,
subject to the Board's approval, to enter into sub-advisory agreements with one
or more subadvisers in which Amundi Pioneer delegates to such subadvisers any or
all of its duties specified in the New Management Agreement.

The New Management Agreement was last approved by the Board of Trustees,
with respect to the Fund, at a meeting held on March 6-7, 2017, and by the
shareholders of the Fund at a meeting held on June 13, 2017. A discussion
regarding the basis for the Board approving the New Management Agreement is
available in the Fund's semi-annual report for the period ended June 30, 2017.

Pursuant to the New Management Agreement, the Fund pays Amundi Pioneer a
management fee at the annual rate of 0.80% of the Fund's average daily net
assets up to $1 billion and 0.75% on assets over $1 billion. The fee is computed
daily and payable monthly. For the fiscal year ended December 31, 2016, the Fund
paid Amundi Pioneer $1,289,284 in management fees. Amundi Pioneer, and not the
Fund, pays a portion of the fee it receives from the Fund to AEW as compensation
for AEW's sub-advisory services to the Fund.

The following persons are officers and/or directors of Amundi Pioneer:

Lisa M. Jones President, Chairman, Chief Executive Officer, and Director
Kenneth J. Taubes Chief Investment Officer and Director
Patrice E. Blanc Chief Operating Officer and Director
Gregg M. Dooling Chief Financial Officer
Terrence J. Cullen Chief Legal Officer
Jean M. Bradley Chief Compliance Officer
Pascal M. Blanque Director
Bernard H. DeWit Director
Dominique Carrel-Billiard Director

The address of each officer and/or director of Amundi Pioneer is 60 State
Street, Boston, Massachusetts 02109.

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SUBADVISER

AEW serves as the Fund's investment subadviser. The Subadviser, among other
things, continuously reviews and analyzes the investments in the Fund's
portfolio and, subject to the supervision of Amundi Pioneer, manages the
investment and reinvestment of the Fund's assets. AEW has served as the Fund's
subadviser since the Fund's inception.

AEW, a Delaware limited partnership founded in 1981, is an investment
adviser registered with the SEC. AEW and its affiliates provide real estate
investment advice to public, corporate, union and government pension plans and
endowments. AEW is an indirect subsidiary of Natixis Global Asset Management,
L.P., which is an indirect subsidiary of Natixis Global Asset Management
("NGAM"), an international asset management group based in Paris, France. NGAM
is in turn owned by Natixis, a French investment banking and financial services
firm. Natixis is principally owned by BPCE, France's second largest banking
group. AEW's offices include its headquarters at Two Seaport Lane, Boston,
Massachusetts 02210 and offices in Los Angeles, London, Singapore, Hong Kong and
Sydney.

As of June 30, 2017, AEW and its affiliates managed $66.7 billion of client
capital. AEW specializes in designing and executing real estate investment
strategies focused on four distinct areas: real estate equity securities, such
as REITs; core and value-added direct investment in real estate assets through
separate accounts and funds; opportunistic real estate investing through the AEW
Partners Funds; and international investment (Asia and Europe).

Day-to-day management of the Fund is the responsibility of Matthew A.
Troxell, CFA (portfolio manager of the Fund since 2004). Mr. Troxell is a
Managing Director and Senior Portfolio Manager at AEW with responsibility for
construction and management of AEW's publicly traded real estate equities
portfolios. He has been employed at AEW as part of the REIT group since 1994 and
has over 30 years of experience in investment analysis and portfolio management.
Mr. Troxell is supported by two portfolio managers: J. Hall Jones, Jr., CFA,
Director of AEW (co-portfolio manager of the Fund since 2012) and Gina
Szymanski, CFA, Director of AEW (co-portfolio manager of the Fund since January
2017). Mr. Jones joined AEW in 1999. Prior to joining AEW in January 2017, Ms.
Szymanski worked at Putnam Investments where she managed the REIT sleeve of an
equity fund and was a member of the Global Equity Research team.

In anticipation of the Transaction, the Board, at an in-person meeting held
on March 6-7, 2017, unanimously approved the New Sub-Advisory Agreement between
Amundi Pioneer and AEW with respect to the Fund. The New Sub-Advisory Agreement
became effective upon the consummation of the Transaction.

Pursuant to each of the Prior Sub-Advisory Agreement and the New
Sub-Advisory Agreement, Amundi Pioneer and not the Fund, pays to the Subadviser
a fee, computed daily at an annual rate of 0.40% of the first $100 million of
the combined average daily net assets of the Fund and Pioneer Real Estate Shares
VCT Portfolio and 0.30% of the combined average daily net assets of the Fund and
Pioneer Real Estate shares VCT Portfolio in excess of $100 million. As of
December 31, 2016, the combined assets of the Fund and Pioneer Real Estate
Shares VCT Portfolio were $182,043,412. For the fiscal year ended December 31,
2016, Amundi Pioneer paid to AEW $537,351 in subadvisory fees with respect to
the Fund.

AEW is not affiliated with Amundi Pioneer, and AEW discharges its
responsibilities subject to the oversight and supervision of Amundi Pioneer.
Under the New Sub-Advisory Agreement, Amundi Pioneer, and not the Fund,
compensates the Subadviser out of the management fee Amundi Pioneer receives
from the Fund. There is no change in the management fees paid by the Fund to
Amundi Pioneer as a consequence of the retention of AEW as a subadviser for the
Fund or the implementation of the New Sub-Advisory Agreement.

The following persons are officers and/or directors of AEW:

Jeffrey D. Furber Chief Executive Officer and Managing Director
James J. Finnegan General Counsel, Chief Compliance Officer and Managing Director
Jonathan E. Martin Chief Operating Officer and Managing Director
Linda M. Danyluk Chief Financial Officer
Michael J. Acton Managing Director
Marc L. Davidson Managing Director
Pamela J. Herbst Managing Director
Robert J. Plumb Managing Director
David Schaefer Managing Director
Matthew A. Troxell Managing Director

The address of each officer and/or director of AEW is Two Seaport Lane, Boston,
Massachusetts 02210.

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COMPARISON OF NEW SUB-ADVISORY AGREEMENT WITH
PRIOR SUB-ADVISORY AGREEMENT

The New Sub-Advisory Agreement (also referred to herein as the "Agreement")
was approved by the Board at a meeting held on March 6-7, 2017. The terms of the
New Sub-Advisory Agreement are substantially similar to the terms of the Prior
Sub-Advisory Agreement, except for the dates of execution, effectiveness and
termination. The stated sub-advisory fees to be paid by your Fund are identical
under the Prior Sub-Advisory Agreement and the New Sub-Advisory Agreement. The
material terms of the New Sub-Advisory Agreement are discussed below. You should
refer to a copy of the New Sub-Advisory Agreement in Exhibit A of this
Information Statement for the complete terms of the New Sub-Advisory Agreement.

Investment Services. The New Sub-Advisory Agreement provides that AEW shall
act as investment sub-adviser with respect to the Fund and, subject to the
supervision of Amundi Pioneer and the Board, shall regularly provide the Fund
with investment research, advice and supervision and shall furnish continuously
an investment program for the Fund, consistent with the investment objectives
and policies of the Fund. The Subadviser shall determine, from time to time,
what securities shall be purchased, held or sold by the Fund and what portion of
the Fund's assets shall be held uninvested in cash, all subject to the
provisions of the Fund's governing documents and its registration statement, and
to the investment objectives, policies and restrictions of the Fund, as each of
the same shall be from time to time in effect. The Prior Sub-Advisory Agreement
contained substantially similar provisions.

The New Sub-Advisory Agreement provides that the Subadviser is authorized
to place orders for the Fund with any broker or dealer selected by it. In the
selection of such brokers or dealers and the placing of orders for the Fund, the
Subadviser is directed at all times to seek the most favorable execution and net
price available under the circumstances. It is also understood that it is
desirable for the Fund that the Subadviser 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, as consistent with
Section 28(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Subadviser is authorized to place orders for the purchase and sale of
securities for the Fund with such brokers, subject to review by Amundi Pioneer
and the Board from time to time with respect to the extent and continuation of
this practice.

The New Sub-Advisory Agreement provides that, on occasions when the
Subadviser deems the purchase or sale of a security to be in the best interest
of the Fund as well as other clients of the Subadviser, the Subadviser may, to
the extent permitted by applicable law and regulations, aggregate the order for
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
or futures contracts so purchased or sold, as well as the expenses incurred in
the transaction, will be made by the Subadviser in the manner the Subadviser
considers to be the most equitable and consistent with its fiduciary obligations
to the Fund and to such other clients.

The New Sub-Advisory Agreement provides that, subject to the requirements
of applicable law and any procedures adopted by the Board, the Subadviser or any
of its affiliates may act as a broker in connection with the purchase or sale of
securities or other investments for the Fund, and receive brokerage commissions,
fees or other remuneration from the Fund for these services in addition to the
fees for services under the New Sub-Advisory Agreement.

The New Sub-Advisory Agreement provides that the Subadviser may place some
or all of the trades for the Fund through Amundi Pioneer's trading desk, and
that, in such event, Amundi Pioneer has complete authority to determine the
brokers or dealers through which any trade by the Fund is placed and the timing
and manner of the execution of any such trades. Amundi Pioneer is responsible
for obtaining best execution on behalf of the Fund on trades it places, however,
the Subadviser remains responsible for all other compliance issues in connection
with the Fund's portfolio transactions, including the appropriate and accurate
placement of orders on behalf of the Fund into Amundi Pioneer's trading system
and confirming the appropriate settlement of the transactions.

The New Sub-Advisory Agreement provides that the Board has delegated the
authority and responsibility to vote proxies for the Fund's securities to Amundi
Pioneer, and that the Subadviser shall provide such assistance to Amundi Pioneer
with respect to the voting of proxies for the Fund as Amundi Pioneer may from
time to time reasonably request. The Subadviser shall not vote proxies with
respect to the securities held by the Fund unless and until the Board or Amundi
Pioneer delegates such authority and responsibility to the Subadviser.

The Prior Sub-Advisory Agreement contained the same provisions. In addition
to the above provisions, the Prior Sub-Advisory Agreement contained a provision
that is not currently consistent with the 1940 Act or the Fund's policies
against directed brokerage. This provision is not included in the New
Sub-Advisory Agreement.

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Fees. As noted above, the stated fees payable by Amundi Pioneer to the
Subadviser are identical under the Prior Sub-Advisory Agreement and the New
Sub-Advisory Agreement. Each agreement provides that Amundi Pioneer, and not the
Fund, shall pay to the Subadviser, as compensation for the Subadviser's services
under the Agreement, a fee, computed daily at an annual rate of 0.40% of the
first $100 million of the combined average daily net assets of the Fund and
Pioneer Real Estate Shares VCT Portfolio and 0.30% of the combined average daily
net assets of the Fund and Pioneer Real Estate Shares VCT Portfolio in excess of
$100 million.

Payment of Expenses. The New Sub-Advisory Agreement requires the Subadviser
to bear its own costs of providing services in connection with the performance
of its services under the Agreement. The Prior Sub-Advisory Agreement contained
the same provisions.

Potential Conflicts of Interest. The New Sub-Advisory Agreement provides
that if the purchase or sale of securities consistent with the investment
policies of the Fund and one or more other accounts of the Subadviser is
considered at or about the same time, transactions in such securities must be
allocated among the accounts in a manner deemed equitable by the Subadviser.
Such transactions may be combined, in accordance with applicable laws and
regulations, consistent with the Subadviser's policies and procedures as
presented to the Fund's Board from time to time. The Prior Sub-Advisory
Agreement contained the same provisions.

Limitation on Liability. The New Sub-Advisory Agreement states that the
Subadviser shall not be liable for any losses, claims, damages, liabilities or
litigation (including legal or other expenses) arising out of any error of
judgment or mistake of law by the Subadviser with respect to the Fund. The
Subadviser is not protected, however, from 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 the New
Sub-Advisory Agreement. The Prior Sub-Advisory Agreement contained the same
provisions.

Term and Continuance. The Prior Sub-Advisory Agreement had been in effect
for an initial term and for successive one-year periods subject to such
continuance being approved annually in the manner required by the 1940 Act. The
Prior Sub-Advisory Agreement provided for its automatic termination in the event
of the termination of the Fund's management agreement. In connection with the
Transaction, the shareholders of the Fund approved the New Management Agreement
at a meeting held on June 13, 2017 and the New Sub-Advisory Agreement came into
effect upon the consummation of the Transaction on July 3, 2017 for an initial
period ending December 31, 2018. Thereafter, if not terminated, the New
Sub-Advisory Agreement will continue in effect from year to year if such
continuance is specifically approved at least annually in the manner required by
the 1940 Act.

Termination. The New Sub-Advisory Agreement may be terminated at any time,
without the payment of any penalty, by Amundi Pioneer, upon not more than sixty
(60) days' and not less than thirty (30) days' written notice to the Subadviser,
or by the Subadviser upon not more than sixty (60) days' and not less than
thirty (30) days' written notice to Amundi Pioneer. In addition, the Fund may
terminate the New Sub-Advisory Agreement either by vote of the Board or by vote
of a majority of the outstanding voting securities of the Fund. The New
Sub-Advisory Agreement will terminate automatically in the event of its
"assignment" (as defined in the 1940 Act) or in the event of the termination of
the New Management Agreement. The Prior Sub-Advisory Agreement contained the
same provisions.

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BOARD EVALUATION OF THE TRANSACTION AND
NEW SUB-ADVISORY AGREEMENT

The Board of the Fund approved the New Sub-Advisory Agreement at a meeting
held on March 6-7, 2017.

The Board evaluated the Transaction and the New Sub-Advisory Agreement. In
connection with their evaluation of the Transaction and the New Sub-Advisory
Agreement, the Trustees requested such information as they deemed reasonably
necessary, including: (a) the structure of the Transaction and the strategy
underlying the Transaction; (b) the anticipated benefits of the Transaction to
the Fund and its shareholders; (c) the post-Transaction plans for Amundi
Pioneer, including Amundi's plans for integration of Amundi Pioneer with its
existing asset management businesses and plans for the future development of
Amundi Pioneer; (d) the effect of the Transaction on the ongoing services
provided to the Fund, including the need to select a new independent registered
public accounting firm for the Fund, and any plans to modify the operations of
the Fund; (e) the stability and continuity of Amundi Pioneer's management and
key employees, including compensation and benefits to Amundi Pioneer's key
employees, and retention plans and incentive plan structure; (f) the
post-Transaction indebtedness and financial resources of Amundi Pioneer; (g)
Amundi's legal and operational structure, its principal shareholders and senior
management, its investment management, risk management, administrative, legal
and compliance functions; (h) certain regulatory matters relating to Amundi's
affiliates; and (i) Amundi's commitment to the United States, including the role
of Amundi Pioneer in the larger Amundi business.

The Trustees also requested and obtained the following information in
connection with their evaluation of the Transaction and the New Sub-Advisory
Agreement: (i) memoranda provided by Fund counsel that summarized the legal
standards and other considerations that are relevant to the Trustees in their
deliberations regarding the New Sub-Advisory Agreement; (ii) the qualifications
of the investment management teams for the Fund, as well as the level of
investment by the Fund's portfolio managers in the Fund; (iii) the fees paid by
Amundi Pioneer to the Subadviser, and analyses from Amundi Pioneer as to
possible economies of scale; (iv) financial information for the Subadviser and
information regarding the Subadviser's profitability; and (v) the differences
between the fees paid to the Subadviser with respect to the Fund and the fees
charged by the Subadviser to its other clients, as well as the different
services provided by Subadviser to the Fund and by the Subadviser to its other
clients. In addition, the Trustees considered the information provided at
regularly scheduled meetings throughout the year regarding the Fund's
performance and risk attributes, including through meetings with investment
management personnel, and took into account other information related to the
Fund provided to the Trustees at regularly scheduled meetings. The Trustees also
considered information they had received in their review of the continuance of
the Prior Sub-Advisory Agreement in September 2016.

At the March 6-7, 2017 meeting, based on their evaluation of the
information provided by Amundi Pioneer, the Subadviser and Amundi, the Trustees
including the Independent Trustees voting separately, approved the New
Sub-Advisory Agreement. In considering the New Sub-Advisory Agreement, the
Trustees considered various factors that they determined were relevant,
including the factors described below. The Trustees did not identify any single
factor as the controlling factor in their determinations.

Nature, Extent and Quality of Services. The Trustees considered the nature,
extent and quality of the services that had been provided by the Subadviser to
the Fund and that were expected to be provided by the Subadviser to the Fund
following the consummation of the Transaction. The Trustees reviewed the terms
of the New Sub-Advisory Agreement, and noted that such terms are substantially
similar to the terms of the Prior Sub-Advisory Agreement, except for different
execution dates, effective dates and termination dates. The Trustees reviewed
the Subadviser's investment approach for the Fund and its research process. The
Trustees considered the resources of the Subadviser and the personnel of the
Subadviser who provide investment management services to the Fund.

The Trustees considered that Amundi Pioneer supervises and monitors the
performance of the Fund's service providers (including the Subadviser) and
provides the Fund with personnel (including Fund officers) and other resources
that are necessary for the Fund's business management and operations and that
Amundi Pioneer and the Subadviser would continue to provide those investment
management and research services and resources to the Fund following the
consummation of the Transaction.

The Trustees considered that the Transaction was not expected to have a
material adverse impact on the nature, scope and overall quality of services
provided to the Fund and its shareholders, including investment management, risk
management, administrative, compliance, legal and other services, as a result of
the Transaction.

Based on these considerations, the Trustees concluded that the nature,
extent and quality of services that the Subadviser would continue to provide to
the Fund following the consummation of the Transaction would be satisfactory and
consistent with the terms of the New Sub-Advisory Agreement.

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Performance of the Fund. In considering the Fund's performance, the
Trustees regularly reviewed and discussed throughout the year data prepared by
Amundi Pioneer and information comparing the Fund's performance with the
performance of its peer group of funds, as classified by each of Morningstar,
Inc. and Lipper, and the performance of the Fund's benchmark index. They also
discussed the Fund's performance with Amundi Pioneer and the Subadviser on a
regular basis.

The Trustees' regular reviews and discussions were factored into the
Trustees' deliberations concerning the approval of the New Sub-Advisory
Agreement.

Fees and Expenses. The Trustees noted that the stated sub-advisory fees to
be paid to the Subadviser are identical under the Prior Sub-Advisory Agreement
and the New Sub-Advisory Agreement. In considering the Fund's fee and expense
ratio, the Trustees considered that Amundi Pioneer, not the Fund, paid the
Subadviser pursuant to each of the Prior Sub-Advisory Agreement and the New
Sub-Advisory Agreement. The Trustees evaluated both the fee under the New
Sub-Advisory Agreement and the portion of the fee under the New Management
Agreement to be retained by Amundi Pioneer. The Trustees reviewed management
fees charged by the Subadviser to its other clients. The Trustees noted that the
sub-advisory fees paid to the Subadviser with respect to the Fund were within
the range of the fee rates charged by the Subadviser to its other clients.

The Trustees concluded that the fees payable by Amundi Pioneer to the
Subadviser, were reasonable in relation to the nature and quality of the
services to be provided by the Subadviser to the Fund.

Profitability. The Trustees considered information provided by the
Subadviser regarding the profitability of the Subadviser with respect to the
sub-advisory services provided by the Subadviser to the Fund. The Trustees
concluded that the Subadviser's profitability with respect to the services it
provides to the Fund was not unreasonable.

Economies of Scale. The Trustees considered Amundi Pioneer's views relating
to economies of scale in connection with the Pioneer Funds as fund assets grow
and the extent to which any such economies of scale are shared with the Fund and
Fund shareholders. The Trustees recognize that economies of scale are difficult
to identify and quantify. The Trustees noted that profitability also may be an
indicator of the availability of any economies of scale, although profitability
may vary for other reasons including due to reductions in expenses. The Trustees
concluded that economies of scale, if any, were being appropriately shared with
the Fund.

Other Benefits. The Trustees considered the other benefits that the
Subadviser enjoys from its relationship with the Fund. The Trustees concluded
that any such benefits received by the Subadviser as a result of its
relationship with the Fund were reasonable.

Conclusion. After consideration of the factors described above as well as
other factors, the Trustees, including the Independent Trustees, concluded that
the New Sub-Advisory Agreement, including the fees payable thereunder, were fair
and reasonable and voted to approve the New Sub-Advisory Agreement.

<page>
GENERAL INFORMATION

Other Fund Service Providers

Amundi Pioneer Distributor, Inc., 60 State Street, Boston, Massachusetts 02109,
is the Fund's distributor. The Fund compensates the distributor for its
services pursuant to an underwriting agreement with Amundi Pioneer Distributor,
Inc. The distributor is an affiliate of Amundi Pioneer. Prior to July 3, 2017,
the Fund's distributor was named Pioneer Funds Distributor, Inc.

Brown Brothers Harriman & Co. ("BBH"), 50 Post Office Square, Boston,
Massachusetts 02110, is the custodian of the Fund's assets. The custodian's
responsibilities include safekeeping and controlling the Fund's cash and
securities, handling the receipt and delivery of securities, and collecting
interest and dividends on the Fund's investments. BBH also performs certain
fund accounting and fund administration services for the Pioneer Fund complex,
including the Fund. For performing such services, BBH receives fees based on
complex-wide assets.

Boston Financial Data Services, Inc. ("BFDS"), 2000 Crown Colony Drive, Quincy,
Massachusetts 02169, is the Fund's shareholder servicing and transfer agent.
BBFDS services shareholder accounts, and its duties include: (i) processing
sales, redemptions and exchanges of shares of the Fund; (ii) distributing
dividends and capital gains associated with the Fund's portfolio; and (iii)
maintaining account records and responding to shareholder inquiries.

Payments to Affiliated Brokers

During the Fund's most recent fiscal year ended December 31, 2016, the Fund did
not pay any commissions to affiliated brokers.

<page>
OWNERSHIP OF SHARES OF PIONEER REAL ESTATE SHARES

As of September 12, 2017, the Trustees and officers of the Fund owned in
the aggregate less than 1% of the outstanding shares of the Fund. The following
is a list of the holders of 5% or more of the outstanding shares of any class of
the Fund as of September 12, 2017.

Pioneer Real Estate Shares
-----------------------------------------------------------------------------------

Record Holder Share Class Number of Shares Percent of Class
-----------------------------------------------------------------------------------
Pershing LLC Class A 235,686.301 6.92%
1 Pershing Plaza
Jersey City, NJ 07399-0001
-----------------------------------------------------------------------------------
BNY Mellon Distributors Inc. Class A 192,580.532 5.65%
Primerica Financial Services
760 Moore Rd.
King of Prussia, PA 19406-1212
-----------------------------------------------------------------------------------
Morgan Stanley Smith Barney Class C 52,117.896 11.61%
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
-----------------------------------------------------------------------------------
Pershing LLC Class C 45,338.479 10.10%
1 Pershing Plaza
Jersey City, NJ 07399-0001
-----------------------------------------------------------------------------------
National Financial Services LLC Class C 23,649.062 5.27%
FBO Customers
499 Washington Blvd.
Jersey City, NJ 07310-2010
-----------------------------------------------------------------------------------
National Financial Services LLC Class Y 255,093.931 25.85%
FBO Customers
499 Washington Blvd.
Jersey City, NJ 07310-2010
-----------------------------------------------------------------------------------
Pershing LLC Class Y 61,661.004 6.25%
1 Pershing Plaza
Jersey City, NJ 07399-0001
-----------------------------------------------------------------------------------
Morgan Stanley Smith Barney Class Y 127,278.136 12.90%
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
-----------------------------------------------------------------------------------
Wells Fargo Clearing Services LLC Class Y 122,868.019 12.45%
Special Custody Acct
2801 Market St.
Saint Louis, MO 63103-2523
-----------------------------------------------------------------------------------
Fifth Third Bank TTE Class Y 162,320.246 16.45%
FBO Midwestone Bank Cash
5001 Kingsley Dr.
Cincinnati, OH 45227-1114

<page>
OTHER MATTERS

The Fund relied upon the Exemptive Order to reappoint AEW as subadviser to
the Fund without a shareholder meeting. The Fund does not anticipate holding a
further meeting of shareholders in 2017.

Under the proxy rules of the SEC, shareholder proposals meeting
requirements contained in those rules may, under certain conditions, be included
in the Fund's proxy materials for a particular meeting of shareholders. One of
these conditions relates to the timely receipt by the Fund of any such proposal.
Since the Fund does not have regular annual meetings of shareholders, under
these rules, proposals submitted for inclusion in the proxy materials for a
particular meeting must be received by the Fund a reasonable time before the
solicitation of proxies for the meeting is made. The fact that the Fund receives
a shareholder proposal in a timely manner does not ensure its inclusion in proxy
materials since there are other requirements in the proxy rules relating to such
inclusion.

<page>
This page is for your notes.

<page>
EXHIBIT A - NEW SUB-ADVISORY AGREEMENT

THIS SUB-ADVISORY AGREEMENT is made as of this 3rd day of July, 2017, by
and between Amundi Pioneer Asset Management, Inc., a Delaware corporation, with
its principal place of business at 60 State Street, Boston, Massachusetts 02109
(the "Adviser"), and AEW Capital Management, L.P., a Delaware limited
partnership with its principal place of business at World Trade Center East, Two
Seaport Lane, Boston, Massachusetts 02210 (the "Sub-Adviser").

W I T N E S S E T H

WHEREAS, the Adviser serves as investment manager to Pioneer Real Estate
Shares and Pioneer Real Estate Shares VCT Portfolio, a series of Pioneer
Variable Contracts Trust (each a "Fund" and, collectively, the "Funds"),
pursuant to Management Agreements between each Fund and the Adviser dated as of
as of this 3rd day of July, 2017 (each a "Management Agreement" and,
collectively, the "Management Agreements");

WHEREAS, pursuant to authority granted to the Adviser by the Board of
Trustees of the Funds (the "Board") and pursuant to the provisions of the
Management Agreements, the Adviser has selected the Sub-Adviser to act as
investment sub-adviser of the Funds and to provide certain other services, as
more fully set forth below, and to perform such services under the terms and
conditions hereinafter set forth;

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

1. THE SUB-ADVISER'S SERVICES.

(a) INVESTMENT SERVICES. The Sub-Adviser shall act as investment
sub-adviser with respect to the Funds. In such capacity, the Sub-Adviser shall,
subject to the supervision of the Adviser and the Board, regularly provide each
Fund with investment research, advice and supervision and shall furnish
continuously an investment program for each Fund, consistent with the investment
objectives and policies of the Fund. The Sub-Adviser shall determine, from time
to time, what securities shall be purchased for a Fund, what securities shall be
held or sold by a Fund and what portion of a Fund's assets shall be held
uninvested in cash, subject always to the provisions of the Fund's Certificate
of Trust, Agreement and Declaration of Trust, By-Laws and its registration
statement on Form N-1A (the "Registration Statement") under the Investment
Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act
of 1933, as amended (the "1933 Act"), covering the Fund's shares, as filed with
the U.S. Securities and Exchange Commission (the "Commission"),and to the
investment objectives, policies and restrictions of the Fund, as each of the
same shall be from time to time in effect. To carry out such obligations, the
Sub-Adviser shall exercise full discretion and act for each Fund in the same
manner and with the same force and effect as the Fund itself might or could do
with respect to purchases, sales or other transactions, as well as with respect
to all other such things necessary or incidental to the furtherance or conduct
of such purchases, sales or other transactions. Notwithstanding the foregoing,
the Sub-Adviser shall, upon written instructions from the Adviser, effect such
portfolio transactions for each Fund as the Adviser may from time to time
direct. No reference in this Agreement to the Sub-Adviser having full
discretionary authority over a Fund's investments shall in any way limit the
right of the Adviser, in its sole discretion, to establish or revise policies in
connection with the management of a Fund's assets or to otherwise exercise its
right to control the overall management of a Fund's assets.

(b) COMPLIANCE. The Sub-Adviser agrees to comply with the requirements of
the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers Act"), the 1933
Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the
Commodity Exchange Act and the respective rules and regulations thereunder, as
applicable, as well as with all other applicable federal and state laws, rules,
regulations and case law that relate to the services and relationships described
hereunder and to the conduct of its business as a registered investment adviser.
The Sub-Adviser also agrees to comply with the objectives, policies and
restrictions set forth in the Registration Statement, as amended or
supplemented, of each Fund, and with any policies, guidelines, instructions and
procedures approved by the Board or the Adviser and provided to the Sub-Adviser.
In selecting each Fund's portfolio securities and performing the Sub-Adviser's
obligations hereunder, the Sub-Adviser shall cause the Fund to comply with the
requirements of Subchapters L and M of the Internal Revenue Code of 1986, as
amended (the "Code"), as applicable, for qualification as a regulated investment
company. The Sub-Adviser shall maintain compliance procedures for the Funds that
it reasonably believes are adequate to ensure the Funds' compliance with the
foregoing. The Sub-Adviser shall also maintain compliance procedures that it
reasonably believes are adequate to ensure its compliance with the Advisers Act.
No supervisory activity undertaken by the Adviser shall limit the Sub-Adviser's
full responsibility for any of the foregoing.

(c) PROXY VOTING. The Board has the authority to determine how proxies with
respect to securities that are held by the Funds shall be voted, and the Board
has initially determined to delegate the authority and responsibility to vote
proxies for the Funds' securities to the Adviser. So long as proxy voting
authority for the Funds has been delegated to the Adviser, the Sub-Adviser shall
provide such assistance to the Adviser with respect to the voting of proxies for
the Funds as the Adviser may from time to time reasonably request, and the
Sub-Adviser shall promptly forward to the Adviser any information or documents
necessary for the Adviser to exercise its proxy voting

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<page>
responsibilities. The Sub-Adviser shall not vote proxies with respect to the
securities held by the Funds unless and until the Board or the Adviser
delegates such authority and responsibility to the Sub-Adviser or otherwise
instructs the Sub-Adviser to do so in writing, whereupon the Sub-Adviser shall
carry out such responsibility in accordance with any instructions that the
Board or the Adviser shall provide from time to time and shall provide such
reports and keep such records relating to proxy voting as the Board or the
Adviser may reasonably request or as may be necessary for a Fund to comply with
the 1940 Act and other applicable law. Any such delegation of proxy voting
responsibility to the Sub-Adviser may be revoked or modified by the Board or
the Adviser at any time.

(d) RECORDKEEPING. The Sub-Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the Funds,
except as otherwise provided herein or as may be reasonably necessary for the
Sub-Adviser to supply to the Adviser, the Funds or the Board the information
required to be supplied under this Agreement.

The Sub-Adviser shall maintain separate books and detailed records of all
matters pertaining to each Fund's assets advised by the Sub-Adviser required by
Rule 31a-1 under the 1940 Act (other than those records being maintained by the
Adviser, custodian or transfer agent appointed by the Fund) relating to its
responsibilities provided hereunder with respect to the Fund, and shall preserve
such records for the periods and in a manner prescribed therefore by Rule 31a-2
under the 1940 Act (the "Fund's Books and Records"). The Funds' Books and
Records shall be available to the Adviser and the Board at any time upon
request, copies of which shall be delivered to the Funds upon the termination of
this Agreement and shall be available for telecopying without delay during any
day the Funds are open for business.

(e) HOLDINGS INFORMATION AND PRICING. The Sub-Adviser shall keep the Funds
and the Adviser informed of developments materially affecting the Fund's
holdings, and shall, on its own initiative, furnish the Fund and the Adviser
from time to time with whatever information the Sub-Adviser believes is
appropriate for this purpose. The Sub-Adviser agrees to immediately notify the
Adviser if the Sub-Adviser believes that the market value of any security held
by a Fund is not an appropriate fair value and provide pricing information to
the Adviser and/or the Fund's pricing agent as may be necessary to make
determinations of the fair value of certain portfolio securities when market
quotations are not readily available or such information is otherwise required
in accordance with the 1940 Act and the Fund's valuation procedures for the
purpose of calculating the Fund's net asset value in accordance with procedures
and methods established by the Board.

(f) COOPERATION WITH AGENTS OF THE ADVISER AND THE FUND. The Sub-Adviser
agrees to cooperate with and provide reasonable assistance to the Adviser, the
Funds, the Funds' custodian and foreign sub-custodians, the Funds' pricing
agents and all other agents and representatives of the Funds and the Adviser,
provide them with such information with respect to the Funds as they may
reasonably request from time to time in the performance of their obligations,
provide prompt responses to reasonable requests made by such persons and
establish appropriate interfaces with each so as to promote the efficient
exchange of information and compliance with applicable laws and regulations.

2. CODE OF ETHICS. The Sub-Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it will provide to the Adviser and the Funds. The
Sub-Adviser shall ensure that its employees comply in all respects with the
Sub-Adviser's Code of Ethics, as in effect from time to time. Upon request, the
Sub-Adviser shall provide the Funds with a (i) a copy of the Sub-Adviser's
current Code of Ethics, as in effect from time to time, and (ii) certification
that it has adopted procedures reasonably necessary to prevent Access Persons
from engaging in any conduct prohibited by the Sub-Adviser's Code of Ethics.
Annually, the Sub-Adviser shall furnish a written report, which complies with
the requirements of Rule 17j-1, concerning the Sub-Adviser's Code of Ethics to
the Funds and the Adviser. The Sub-Adviser shall respond to requests for
information from the Adviser as to violations of the Code and the sanctions
imposed by the Sub-Adviser. The Sub-Adviser shall immediately notify the Adviser
of any material violation of the Code, whether or not such violation relates to
any security held by a Fund.

3. INFORMATION AND REPORTING. The Sub-Adviser shall keep each Fund and the
Adviser informed of developments relating to its duties as Sub-Adviser of which
the Sub-Adviser has, or should have, knowledge that materially affect the Fund.
In this regard, the Sub-Adviser shall provide the Funds, the Adviser, and their
respective officers with such periodic reports concerning the obligations the
Sub-Adviser has assumed under this Agreement as the Funds and the Adviser may
from time to time reasonably request.

(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Sub-Adviser shall
notify the Adviser immediately upon detection of (i) any failure to manage a
Fund in accordance with its investment objectives and policies or any applicable
law; or (ii) any breach of any of a Fund's or the Adviser's policies, guidelines
or procedures. In addition, the Sub-Adviser shall provide a monthly
certification that each Fund is in compliance with its investment objectives and
policies, applicable law, including, but not limited to the 1940 Act and
Subchapters L and M of the Code, and the Fund's and the Adviser's policies,
guidelines or procedures. The Sub-Adviser acknowledges and agrees that the
Adviser may, in its discretion, provide such monthly compliance certifications
to the Board. The Sub-Adviser agrees to correct any such failure promptly and to
take any action that the Adviser may reasonably request in connection with any
such breach. The Sub-Adviser shall also provide the officers of the Funds with
supporting certifications in connection with such certifications of the Funds'
financial

A-2

<page>
statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The
Sub-Adviser will promptly notify the Adviser if (i) the Sub-Adviser is served
or otherwise receives notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, public board, or
body, involving the affairs of a Fund (excluding class action suits in which
the Fund is a member of the plaintiff class by reason of the Fund's ownership
of shares in the defendant) or the compliance by the Sub-Adviser with federal
or state securities laws or (ii) the controlling stockholder or executive
committee of the Sub-Adviser changes, there is otherwise an actual change in
control (whether through sale of all or substantially all the assets of the
Sub-Adviser or a material change in management of the Sub-Adviser) or an
"assignment" (as defined in the 1940 Act) has or is proposed to occur.

(b) INSPECTION. Upon request, with at least 24 hours advance notice, the
Sub-Adviser agrees to make its records and premises (including the availability
of the Sub-Adviser's employees for interviews) to the extent that they relate to
the conduct of services provided to the Funds or the Sub-Adviser's conduct of
its business as an investment adviser available for compliance audits by the
Adviser or the Funds' employees, accountants or counsel; in this regard, the
Funds and the Adviser acknowledge that the Sub-Adviser shall have no obligations
to make available proprietary information unrelated to the services provided to
the Funds or any information related to other clients of the Sub-Adviser, except
to the extent necessary for the Adviser to confirm the absence of any conflict
of interest and compliance with any laws, rules or regulations in the management
of the Funds.

(c) BOARD AND FILINGS INFORMATION. The Sub-Adviser will provide the Adviser
with any information reasonably requested regarding its management of the Funds
required for any meeting of the Board, or for any shareholder report, amended
registration statement, proxy statement, or prospectus supplement to be filed by
a Fund with the Commission. The Sub-Adviser will make its officers and employees
available to meet with the Board from time to time on due notice to review the
investments of a Fund in light of current and prospective economic and market
conditions and shall furnish to the Board such information as may reasonably be
necessary in order for the Board to evaluate this Agreement or any proposed
amendments thereto.

(d) TRANSACTION INFORMATION. The Sub-Adviser shall furnish to the Adviser
such information concerning portfolio transactions as may be necessary to enable
the Adviser to perform such compliance testing on each Fund and the
Sub-Adviser's services as the Adviser may, in its sole discretion, determine to
be appropriate. The provision of such information by the Sub-Adviser in no way
relieves the Sub-Adviser of its own responsibilities for ensuring each Fund's
compliance, as and to the extent herein provided.

4. BROKERAGE.

(a) PRINCIPAL AND AGENCY TRANSACTIONS. In connection with purchases or
sales of securities for the account of a Fund, neither the Sub-Adviser nor any
of its directors, officers, employees or affiliated persons will act as a
principal or agent or receive any commission except as permitted by the 1940
Act.

(b) PLACEMENT OF ORDERS. The Sub-Adviser shall arrange for the placing of
all orders for the purchase and sale of securities for each Fund's account with
brokers or dealers selected by the Sub-Adviser. In the selection of such brokers
or dealers and the placing of such orders, the Sub-Adviser is directed at all
times to seek for the Funds the most favorable execution and net price available
under the circumstances except as described herein. It is also understood that
it is desirable for each Fund that the Sub-Adviser 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 Funds
than may result when allocating brokerage to other brokers, as consistent with
Section 28(e) of the 1934 Act and any Commission staff interpretations thereof.
Therefore, the Sub-Adviser is authorized to place orders for the purchase and
sale of securities for the Fund with such brokers, subject to review by the
Adviser and the Board 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 Sub-Adviser in connection with its or its
affiliates' services to other clients. The Sub-Adviser and not the Funds or the
Adviser shall be liable for any losses or costs resulting from the Sub-Adviser's
errors in placing trades on behalf of a Fund.

(c) AGGREGATED TRANSACTIONS. On occasions when the Sub-Adviser deems the
purchase or sale of a security to be in the best interest of a Fund as well as
other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted
by applicable law and regulations, aggregate the order for 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 or futures
contracts so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser
considers to be the most equitable and consistent with its fiduciary obligations
to the Fund and to such other clients.

(d) AFFILIATED BROKERS. The Sub-Adviser or any of its affiliates may act as
broker in connection with the purchase or sale of securities or other
investments for a Fund, subject to: (a) the requirement that the Sub-Adviser
seek to obtain best execution and price within the policy guidelines determined
by the Board and set forth in the Fund's current prospectus and SAI; (b) the
provisions of the Investment Company Act, the Advisers Act and the rules of the
Commission under such Acts; (c) the provisions of the 1934 Act; and (d) other
provisions of applicable law. These brokerage services are not within the scope
of the duties of the Sub-Adviser under this Agreement. Subject to the
requirements of applicable law and any procedures adopted by the Board, the
Sub-Adviser or its affiliates may receive brokerage commissions, fees or other
remuneration from the Fund for these services in addition to the Sub-Adviser's
fees for services under this Agreement.

A-3

<page>

(e) ALTERNATIVE TRADING ARRANGEMENTS. From time to time the Sub-Adviser and
the Adviser may agree that the Sub-Adviser will place some or all of the trades
for a Fund through the Adviser's trading desk. In such event, the Adviser shall
have complete authority to determine the brokers or dealers through which any
trade by a Fund is placed through the Advisers trading desk and as to the timing
and manner of the execution of any such trade, although the Sub-Adviser may give
guidance. In such event, the Adviser shall be responsible for obtaining best
execution on behalf of the Fund on trades placed by the Adviser and the
Sub-Adviser shall remain responsible for all other compliance issues in
connection with the Fund's portfolio transactions, including the appropriate and
accurate placement of orders on behalf of the Fund into the Adviser's trading
system and confirming the appropriate settlement of the transactions.

5. CUSTODY. Nothing in this Agreement shall permit the Sub-Adviser to take
or receive physical possession of cash, securities or other investments of a
Fund.

6. ALLOCATION OF CHARGES AND EXPENSES. The Sub-Adviser will bear its own
costs of providing services hereunder. Other than as herein specifically
indicated, the Sub-Adviser shall not be responsible for a Fund's or the
Adviser's expenses, including brokerage and other expenses incurred in placing
orders for the purchase and sale of securities and other investment instruments.
Specifically, the Sub-Adviser will not be responsible for expenses of a Fund or
the Adviser, as the case may be, including, but not limited to, the following:
(i) charges and expenses for accounting, pricing and appraisal services and
related overhead, including, to the extent such services are performed by
personnel of the Sub-Adviser 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 Fund; (iv)
underwriting 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's shares with federal
regulatory agencies, state or blue sky securities agencies and foreign
jurisdictions, including the preparation of prospectuses and statements of
additional information for filing with such regulatory authorities; (vii) all
expenses of shareholders' and Board meetings and of preparing, printing and
distributing prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies; (viii) charges and expenses of legal
counsel to the Fund and the Board; (ix) any distribution fees paid by the Fund
in accordance with Rule 12b-1 promulgated by the Commission pursuant to the 1940
Act; (x) compensation and expenses of the Board; (xi) the cost of preparing and
printing share certificates; (xii) interest on borrowed money, if any; and
(xiii) any other expense that the Fund, the Adviser or any other agent of the
Fund may incur (A) as a result of a change in the law or regulations, (B) as a
result of a mandate from the Board with associated costs of a character
generally assumed by similarly structured investment companies or (C) that is
similar to the expenses listed above, and that is approved by the Board
(including a majority of the Independent Trustees) as being an appropriate
expense of the Fund. The Fund or the Adviser, as the case may be, shall
reimburse the Sub-Adviser for any such expenses or other expenses of the Fund or
the Adviser, as may be reasonably incurred by such Sub-Adviser on behalf of the
Fund or the Adviser. The Sub-Adviser shall keep and supply to the Fund and the
Adviser adequate records of all such expenses.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUB-ADVISER.

(a) PROPERLY LICENSED. The Sub-Adviser is registered as an investment
adviser under the Advisers Act, and will remain so registered for the duration
of this Agreement. The Sub-Adviser agrees to promptly notify the Adviser of the
occurrence of any event that would disqualify the Sub-Adviser from serving as an
investment adviser to an investment company. The Sub-Adviser is in compliance in
all material respects with all applicable federal and state law in connection
with its investment management operations.

(b) ADV DISCLOSURE. The Sub-Adviser has provided the Adviser with a copy of
its Form ADV as most recently filed with the SEC and will, promptly after filing
any amendment to its Form ADV with the SEC, furnish a copy of such amendments to
the Adviser. The information contained in the Sub-Adviser's Form ADV is accurate
and complete in all material respects and does not omit to state any material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.

(c) FUND DISCLOSURE DOCUMENTS. The Sub-Adviser has reviewed and will in the
future review, the Registration Statement, and any amendments or supplements
thereto, the annual or semi-annual reports to shareholders, other reports filed
with the Commission and any marketing material of a Fund (collectively the
"Disclosure Documents") and represents and warrants that with respect to
disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages
the Fund or information relating directly or indirectly to the Sub-Adviser, such
Disclosure Documents contain or will contain, as of the date thereof, no untrue
statement of any material fact and does not omit any statement of material fact
which was required to be stated therein or necessary to make the statements
contained therein not misleading.

A-4

<page>

(d) NO STATUTORY DISQUALIFICATION AS AN INVESTMENT ADVISER. The Sub-Adviser
is not prohibited by the Advisers Act or the 1940 Act from performing the
services contemplated by this Agreement, and to the best knowledge of the
Sub-Adviser, there is no proceeding or investigation that is reasonably likely
to result in the Sub-Adviser being prohibited from performing the services
contemplated by this Agreement.

(e) INSURANCE. The Sub-Adviser shall maintain errors and omissions and
fidelity insurance coverage in an amount agreed upon from time to time by the
Adviser and the Sub-adviser and from an insurance provider that is in the
business of regularly providing insurance coverage to investment advisers. The
Sub-Adviser shall provide prior written notice to the Adviser (i) of any
material changes in its insurance policies or insurance coverage; or (ii) if any
material claims will be made on its insurance policies. Furthermore, it shall
upon request provide to the Adviser any information it may reasonably require
concerning the amount of or scope of such insurance. The Sub-Adviser's insurance
shall, at a minimum, cover errors and omissions of the Sub-Adviser.

(f) COMPETENT STAFF. The Sub-Adviser shall ensure that sufficient and
competent investment management, administrative and compliance staff experienced
in managing accounts similar to the Funds shall have charge at all times of the
conduct of, and shall maintain close supervision of, the investment and
management of the Funds. For the avoidance of doubt, the Sub-Adviser shall
ensure that any affiliate or third party to whom its duties have been delegated,
shall comply with the foregoing.

(g) NO DETRIMENTAL AGREEMENT. The Sub-Adviser represents and warrants that
it has no arrangement or understanding with any party, other than the Funds,
that would influence the decision of the Sub-Adviser with respect to its
selection of securities for a Fund, and that all selections shall be done in
accordance with what is in the best interest of the Funds.

(h) CONFLICTS. The Sub-Adviser shall act honestly, in good faith and in the
best interests of the Funds including requiring any of its personnel with
knowledge of the Funds' activities to place the interest of the Funds first,
ahead of their own interests, in all personal trading scenarios that may involve
a conflict of interest with a Fund.

(i) REPRESENTATIONS. The representations and warranties in this Section 7
shall be deemed to be made on the date this Agreement is executed and at the
time of delivery of the monthly compliance report required by Section 3(a),
whether or not specifically referenced in such certificate.

8. SUB-ADVISER'S COMPENSATION. The Adviser shall pay to the Sub-Adviser, as
compensation for the Sub-Adviser's services rendered hereunder, a fee, computed
daily at an annual rate of 0.40% of the first $100 million of the combined
average daily net assets of the Funds and 0.30% of the combined average daily
net assets of the Funds in excess of $100 million. Such fee shall be computed
daily and paid monthly in arrears by the Adviser. The Funds shall have no
responsibility for any fee payable to the Sub-Adviser.

The method for determining net assets of each Fund for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Fund's prospectus. In the event of termination of this Agreement, the fee
provided in this Section 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.

9. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Sub-Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent a Fund or the Adviser in any way or otherwise
be deemed to be an agent of a Fund or the Adviser. If any occasion should arise
in which the Sub-Adviser gives any advice to its clients concerning the shares
of a Fund, the Sub-Adviser will act solely as investment counsel for such
clients and not in any way on behalf of the Fund.

10. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of (i) its
assignment, including any change in control, as defined in the 1940 Act, of the
Adviser or the Sub-Adviser, or (ii) in the event of the termination of the
Management Agreement; provided that such termination shall not relieve the
Adviser or the Sub-Adviser of any liability incurred hereunder.

This Agreement 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.

11. DURATION AND TERMINATION.

(a) This Agreement shall become effective as of the date executed and shall
remain in full force and effect continually thereafter, subject to renewal and
unless terminated automatically as set forth in Section 12 hereof or until
terminated as follows:

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(i) The Adviser may at any time terminate this Agreement as to either Fund
by not more than sixty (60) days' nor less than thirty (30) days' written notice
delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser. In
addition, either Fund may cause this Agreement to terminate with respect to such
Fund either (i) by vote of the Board or (ii) upon the affirmative vote of a
majority of the outstanding voting securities of the Fund; or

(ii) The Sub-Adviser may at any time terminate this Agreement by not more
than sixty (60) days' nor less than thirty (30) days' written notice delivered
or mailed by registered mail, postage prepaid, to the Adviser; or

(iii) This Agreement shall automatically terminate on December 31st of any
year, beginning on December 31, 2018, in which its terms and renewal shall not
have been approved by (A) (i) a majority vote of the Board or (ii) the
affirmative vote of a majority of the outstanding voting securities of a Fund;
provided, however, that if the continuance of this Agreement is submitted to the
shareholders of a Fund for their approval and such shareholders fail to approve
such continuance of this Agreement as provided herein, the Sub-Adviser may
continue to serve hereunder as to the Fund in a manner consistent with the 1940
Act and the rules and regulations thereunder; and (B) a majority vote of the
Trustees who are not "interested persons" (as set forth in the 1940 Act,
subject, however, to such exemptions as may be granted by the Commission under
the 1940 Act or any interpretations of the staff of the Commission) of the Fund,
the Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on
such approval.

(b) For the purposes of this Agreement, "Affirmative vote of a majority of
the outstanding voting securities of the Fund" shall have the meaning set forth
in the 1940 Act, subject, however, to such interpretations of the staff of the
Commission.

Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.

In the event of termination of this Agreement for any reason, the
Sub-Adviser shall, immediately upon notice of termination or on such later date
as may be specified in such notice, cease all activity on behalf of the Fund and
with respect to any of its assets. In addition, the Sub-Adviser shall deliver
the Fund's Books and Records to the Adviser by such means and in accordance with
such schedule as the Adviser shall direct and shall otherwise cooperate in the
transition of portfolio asset management to any successor of the Sub-Adviser,
including the Adviser, for a period up to thirty-days (30) from such
termination.

12. LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to
the Adviser Indemnitees (as defined below) for any losses, claims, damages,
liabilities or litigation (including legal and other expenses) incurred or
suffered by an Adviser Indemnitee as a result of any error of judgment or
mistake of law by the Sub-Adviser with respect to a Fund, except that nothing in
this Agreement shall operate or purport to operate in any way to exculpate,
waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall
indemnify and hold harmless the Adviser, each Fund and all affiliated persons
thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all
controlling persons (as described in Section 15 of the 1933 Act) (collectively,
the "Adviser Indemnitees") against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses) by
reason of or arising out of: (a) the Sub-Adviser being in violation of any
applicable federal or state law, rule or regulation or any investment policy or
restriction set forth in the Fund's Registration Statement or any written
guidelines or instruction provided in writing by the Board or the Adviser, (b)
the Fund's failure to satisfy the diversification or source of income
requirements of Subchapter L or M of the Code by reason of any action or
omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c)
the Sub Adviser's willful misfeasance, bad faith or gross negligence generally
in the performance of its duties hereunder or its reckless disregard of its
obligations and duties under this Agreement or (d) the Fund being in violation
of any applicable federal or state law, rule or regulation or any investment
policy or restriction set forth in the Fund's Registration Statement or any
written guidelines or instruction provided in writing by the Board or the
Adviser, by reason of any action or omission of the Sub-Adviser.

13. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and
agree that no Trustee, officer or holder of shares of beneficial interests of a
Fund shall be liable for any litigation arising hereunder, whether direct or
indirect. Each Fund's Certificate of Trust, as amended from time to time, is on
file in the Office of the Secretary of State of the State of Delaware. Such
Certificate of Trust and the Fund's Agreement and Declaration of Trust describe
in detail the respective responsibilities and limitations on liability of the
Trustees, officers, and holders of shares of beneficial interest.

14. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of The Commonwealth of Massachusetts and
the Sub-Adviser consents to the jurisdiction of courts, both state or federal,
in Boston, Massachusetts, with respect to any dispute under this Agreement.

15. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only. The form no part of this Agreement
and shall not affect its construction.

16. COUNTERPARTS. 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
signed on their behalf by their duly authorized officers as of the date first
above written.

ATTEST: AMUNDI PIONEER ASSET MANAGEMENT, INC.

By: /s/ Gregg Dooling
--------------- ---------------------
Name: Gregg Dooling
Title: Chief Financial Officer

ATTEST: AEW CAPITAL MANAGEMENT, L.P.

By: /s/ James J. Finnegan
--------------- -------------------------
Name: James J. Finnegan
Title: Authorized Signatory

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