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                                                                    Exhibit 10.1



[LETTER HEAD OF Travelers Insurance]

                                    May 2, 1997

     VIA AIRBORNE
     ------------

     The Pioneer Group, Inc.
     60 State Street
     Boston, MA 02109-1820 
     Attention: William H. Keough
                Chief Financial Officer

     Ladies and Gentlemen:

         This letter is to confirm that The Travelers Insurance Company for
     itself and/or one or more of its affiliates ("Travelers") has circled the
     purchase of $20,000,000 principal amount of a proposed issue of $20,000,000
     7.95% Senior Notes due 2004 at 100% of par to be issued by The Pioneer
     Group, Inc. (the "Company").

         Travelers obligation to purchase the Securities is conditioned upon:
     (i) Travelers satisfaction with the results of its due diligence review;
     (ii) final internal approval by Travelers; (iii) execution of definitive
     Securities, Securities Purchase-Agreement and other documentation,
     including opinions of counsel, all substantially in accordance with the
     terms contained in the attached term sheet and otherwise satisfactory in
     form and substance to Travelers and its special counsel; and (iv) the
     absence of any material change in the business or financial condition of
     the Company.

         Willkie Farr & Gallagher has been designated as Travelers special
     counsel. The Company has agreed that it is responsible for the fees and
     disbursements of Willkie Farr & Gallagher whether or not the transaction is
     consummated.

         Travelers will acquire the Securities for its own account or for other
     accounts with respect to which it has sole investment discretion for
     investment and not with a view to the distribution or resale thereof.
     Neither Travelers nor any such account has any present intention of
     distributing or reselling the Securities, subject nevertheless to any
     requirement of law that the disposition of its property shall at all times
     be and remain within its control.






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                                       -2-

         Please evidence your agreement with the conditions of this letter by
     executing the accompanying counterpart and returning the same to Travelers,
     whereupon this letter shall become a binding agreement between you and
     Travelers. 

                                        Very truly yours,

                                        THE TRAVELERS INSURANCE COMPANY


                                        By: /s/ Craig H. Farnsworth
                                            ------------------------------------
                                            Name: CRAIG H. FARNSWORTH
                                            Title: 2nd Vice President



Accepted and agreed to 
this 2nd day of May, 1997.

THE PIONEER GROUP, INC.


By: /s/ William H. Keough
    -------------------------------
    Name: William H. Keough
    TITLE: Senior Vice President,
           Chief Financial Officer
           and Treasurer






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SUMMARY OF TERMS AND CONDITIONS OF THE NOTES

Issuer:                    The Pioneer Group, Inc.

Issue:                     Senior Notes ("Notes"), due 2004.

Principal Amount:          $20,000,000

Price:                     100% (Par)

Date of Issuance:          Second Quarter, 1997

Maturity:                  The seventh year anniversary of issuance.

Average Life:              7.0 years

Commitment Fee:            None

Coupon:                    _____ % per annum, payable semi-annual in arrears.

Purchasers and Sale:       Private placement to institutional and private 
                           investors (the "Investors") without registration
                           under the Securities Act of 1933.

Use of  Proceeds:          General corporate purposes.

Mandatory Prepayments:     Seven years from the date of issuance.

Optional w/Make Whole 
Premium Prepayment:        Standard language with a 50 b.p. spread over the 
                           Treasury Yield with regards to the Reinvestment 
                           Yield.

Security:                  Pari passu with other senior lenders. Unsecured, with
                           a negative pledge on the stock of (i) all
                           subsidiaries which comprise the Company's Core Mutual
                           Fund business, and (ii) Pioneer Goldfields Limited
                           and related ownership entities, provided that the
                           Company may, at any time, sell a non-controlling
                           interest in Pioneer Gold fields Limited.

                           All Lenders will release the negative pledge on the
                           stock of Pioneer Goldfields Limited and related
                           ownership entities upon (i) repayment and 
                           cancellation in full the $80,000,000 Revolving 
                           Credit Facility, and (ii) a minimum prior twelve 
                           months Combined Mutual Fund Cash Flow of $30,000,000.

Affirmative Covenants:     Customary non-financial, affirmative covenants 
                           including:

                           a) compliance with all material agreements and laws;
                              and
                           b) maintenance of insurance; 
                           c) maintenance of Property; 
                           d) payment of taxes and claim; 
                           e) maintenance of corporate existence, license and 
                              permits;
                           f) maintenance of standard accounting systems and 
                              provision of quarterly statements and annual 
                              statements.




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Negative Covenants:        Customary non-financial negative covenants which is 
                           intended to be consistent with the existing credit
                           agreement between the Company and its current
                           lenders, including:

                           a) Transactions with Affiliates - The Company will
                              not and will not permit any Subsidiary to enter
                              into any material transaction with any Affiliate
                              (other the Company or another Subsidiary) except
                              in the ordinary course of business typical of
                              investment companies and on an arms length basis.

                           b) Neither the Company nor any Subsidiary of the
                              Company will become party to any merger or
                              consolidation or will sell, sell and leaseback
                              sublease or otherwise dispose of any of its
                              assets, or agree to do any of the foregoing,
                              except the following:

                              1) The Core Mutual Fund Subsidiaries and the
                                 Pioneer Goldfields Entities may sell or
                                 otherwise dispose of (a) inventory in the
                                 ordinary course of business, and (b) tangible
                                 assets to be replaced in the ordinary course of
                                 business with other tangible assets.

                              2) The Company and each Subsidiary of the Company
                                 which is not a Core Mutual Fund Subsidiary may
                                 enter into a merger, consolidation sale, sale
                                 and leaseback, sublease or other disposition of
                                 its assets; provided that no Default exists and
                                 provided further that any such transaction
                                 related to the Pioneer Goldfields Entities
                                 occurs in the manner described in "Security"
                                 above.

                           c) Negative Pledge - Neither the Company nor any
                              Subsidiary may create, assume, incur or suffer to
                              be created, assumed or incurred or to exist any
                              Lien in respect of any Property except:

(government liens)            1) Liens for taxes or assessment or other
                                 governmental charges or levies, either not yet
                                 due or payable to the extent that nonpayment
                                 thereof shall be permitted;

(judgment liens)              2) Liens created by or resulting from any
                                 litigation or legal proceeding which is
                                 currently being contested in good faith by
                                 appropriate proceedings;

(ordinary business liens)     3) other Liens incidental to the normal conduct of
                                 the business of the Company or any Subsidiary
                                 or the ownership of its property which are not
                                 incurred in connection with the incurrence of
                                 indebtedness and which do not in the aggregate
                                 martially impair the use of such property in
                                 the operation of the business of the Company,
                                 and the Company and its Subsidiaries taken as a
                                 whole or the value of such property for the
                                 purpose of such business;

(existing liens)              4) existing Liens at the time of closing;

(inter company liens)         5) inter company liens;


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(replacement liens)           6) the extension, renewal or replacement of any
                                 Lien permitted by the foregoing paragraph (d)
                                 in respect of the same property therefore
                                 subject thereto or the extension, renewal or
                                 replacement (without increase of principal
                                 amount of the Debt secured); and

(purchase money mortgage)     7) (i) any Lien on real Property or in rights
                                 relating thereto to secure any rights granted
                                 with respect to such Property in connection
                                 with the provision of all or a part of the
                                 purchase price or cost of the construction or
                                 the fair market value of such Property or (ii)
                                 any Lien in Property existing in such Property
                                 at the time of acquisition thereof, whether or
                                 not the debt secured thereby is assumed by the
                                 Company or such Subsidiary, or (iii) any Lien
                                 existing in the Property o(pound)a corporation
                                 at the time such corporation is merged into or
                                 combined with the Company or a Subsidiary or at
                                 the time of a sale, lease or other disposition
                                 of the Properties of a corporation or firm
                                 as an entirety or substantially as an entirety
                                 to the Company of a Subsidiary. All of such
                                 Liens shall not exceed 100% of fair market
                                 value on the related Property.

(other liens and Subsidiary 
Debt)                         8) Liens incurred by the Company and each
                                 subsidiary of the Company which is not a Core
                                 Mutual Fund Subsidiary on assets which are not
                                 the assets of Core Mutual Fund Subsidiaries
                                 provided that no default exists and provided
                                 that, in no event, any pledge of stock of Core
                                 Mutual Fund Subsidiaries be permitted.

                              9) Liens of the Core Mutual Fund Subsidiaries
                                 constituting (a) purchase money security
                                 interests (including mortgages, conditional
                                 sales, Capital Leases and any other title
                                 retention or deferred purchase devices) in real
                                 property, interests in leases or tangible
                                 personal property existing or created on the
                                 date on which such property is acquired, and
                                 (b) the renewal, extension or refunding of any
                                 security interest referred to in the foregoing
                                 clause (a) in an amount not to exceed the
                                 amount thereof remaining unpaid immediately
                                 prior to such renewal, extension or refunding;
                                 PROVIDED, HOWEVER that each such security
                                 interest shall attach solely to the particular
                                 item of property so acquired, and the principal
                                 amount of Indebtedness (including Indebtedness
                                 in respect of Capitalized Lease Obligations)
                                 secured thereby shall not exceed the cost
                                 (including all such Indebtedness secured
                                 thereby, whether or not assumed) of such item
                                 of property; and PROVIDED, FURTHER, that the
                                 aggregate principal amount of all Indebtedness
                                 secured by Liens shall not exceed $5,000,000 at
                                 any one time.

(investments)              Restrictions on Investments - Investments of the
                           Company and each Subsidiary of the Company (including
                           Core Mutual Fund Subsidiaries); provided that
                           immediately before and after giving effect to such
                           Investment no Default exists. If the Company is in
                           Default, it will not, and will not permit any
                           Subsidiary to, make investments in securities of, or
                           Loans or advances to, any corporation or Person
                           ("Investments") other than:


                              1) those incurred in the ordinary course of
                                 business;






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                              2)  existing investment as of the date of the Note
                                  Agreement; 

                              3)  cash equivalents, for example, investments in:

                              (a) direct obligations of the United States of
                                  America, or any agency thereof or obligations
                                  guaranteed by the United States of America,
                                  provided that such obligations mature within
                                  one (1) year from the date of acquisition
                                  thereof; certificates of deposit maturing no
                                  more than 270 days from purchase and issued
                                  by a commercial bank located and incorporated
                                  in the U.S. with capital and surplus of at
                                  least $100 million; any state, local, or
                                  municipal obligation rated AA or better by
                                  Moody's or Standard & Poor's and maturing no
                                  more than a year from the date of purchase;
                                  investments in commercial paper rated P-1 by
                                  Moody's or A-1 by Standard & Poor's and
                                  maturing not more than 270 days from the date 
                                  of creation thereof;  

                              (b) money market instruments and repurchase
                                  agreements; and

                              (c) mutual funds which invests in obligations
                                  described above or which is rated AA or
                                  better by Moody's Investors Service, or
                                  equivalently rated by any other nationally
                                  recognized rating organization.

                              4)  Investments by Subsidiaries in the Company;
                                  and

                              5)  Investments in investment companies sponsored
                                  by the Company for which the Company or any
                                  Core Mutual Fund Subsidiary is or will become
                                  the investment advisor.

Distributions:             The Company and each Subsidiary of the Company which
                           is not a Core Mutual Fund Subsidiary may make
                           distributions to its stockholders provided that
                           immediately before and after giving effect thereto no
                           Default exists. Core Mutual Fund Subsidiaries may
                           make distributions to the Company to the extent
                           reasonably necessary to the conduct of business.

Financial Covenants: 

(indebtedness)             Neither the Company nor any Subsidiary of the Company
                           will create, incur, assume or otherwise become or
                           remain liable with respect to any Indebtedness except
                           the following:

                           1) Indebtedness of the Company and each Subsidiary of
                              the Company which is not a Core Mutual Fund
                              Subsidiary; provided that no Default exists.

                           2) Current liabilities incurred in the ordinary
                              course of business.

                           3) Existing financing debt.

                           4) Obligations related to the Credit Agreement dated
                              June 6, 1996.




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(guarantees)               Neither the Company nor any Subsidiary of the Company
                           will become or remain liable with respect to any
                           Guarantee, except Guarantees of indebtedness by the
                           Company and each Subsidiary which is not a Core
                           Mutual Fund Subsidiary, provided that no Default
                           exists.

(maintenance)              Usual and customary for facilities of this type, 
                           including but not limited to maintaining:

                           1)  Maximum ratio of (a) Consolidated Recourse Funded
                               Debt at all times to (b) Combined Mutual Fund
                               Subsidiary Cash Flow, calculated on a trailing
                               four quarter basis of 3.25x during the first
                               year and 3.00x thereafter;

                           2)  Minimum ratio of (a) Combined Mutual Fund
                               Subsidiary Cash Flow plus all B- share related
                               cash flows to (b) Total Debt Service of 4.00x
                               tested each quarter on a trailing four quarter
                               basis; and

                           3)  Minimum Consolidated Tangible Net Worth at all
                               times of $114,000,000 plus 50% of net income 
                               (but not net losses) for each quarter.


Events of Default:         The Note Agreement will contain customary provisions,
                           including, but not limited to, the following Events 
                           of Default:

                           1)  Non-payment of principal, or Make-Whole Amount,
                               if any;

                           2)  Non-payment of interest which has continued for a
                               period longer than 3 days;

                           3)  The Company defaults on a financial covenant
                               listed above;

                           4)  The Company defaults in the performance of any
                               term contained herein (other than those referred
                               to in 1, 2, and 3 above);

                           5)  The commencement of any voluntary or involuntary
                               proceeding seeking liquidation, reorganization or
                               other relief with respect to Company debts;

                           6)  Any representation or warranty made in writing
                               proves to be untrue in material respect when
                               made;

                           7)  Defaults on the payment of any amounts due on
                               other debt of the Company in excess of $5 million
                               or non-payment defaults which as a consequence
                               allow the holder of such debt to accelerate the
                               maturity of such debt; and

                           8)  Final judgment(s) or final order of a court of
                               competent jurisdiction in excess of $1 million
                               which remains uncontested, unappealed, unpaid or
                               uninsured for a period of 60 days;

                           9)  Loss of mutual fund management contracts
                               representing more than 15% of assets under
                               management; and

                           10) failure to maintain controlling interest in
                               Pioneer Goldfields and related ownership
                               entities.



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CERTAIN DEFINITIONS:

CONSOLIDATED RECOURSE FUNDED DEBT - shall mean all indebtedness for borrowed
money which by its terms matures more than one year from the creation thereof or
which is renewable or extendible under any revolving or similar agreement, plus
current maturities of long term debt which is incurred to fund the Company's 
Core Mutual Fund subsidiaries.

CONSOLIDATED TANGIBLE NET WORTH - shall mean the excess of consolidated total
assets over consolidated total liabilities minus intangible assets.

CORE MUTUAL FUND SUBSIDIARY - shall mean of each of Pioneering Management
Corporation, Pioneer Funds Distributor, Inc., Pioneering Services Corporation,
Pioneer Management (Ireland) Ltd., and any other Borrower Subsidiary and any
other Person which becomes a Subsidiary of the Company after the date of this
agreement if such Person engages in activities similar or related to the
business conducted by any Core Mutual Fund Subsidiary and is approved by the
required lenders.

COMBINED MUTUAL FUND CASH FLOW - shall mean earnings before interest expense
and operating lease expense, the interest expense portion of capitalized
leases, tax expense and depreciation and amortization expense of the Company's
Core Mutual Subsidiaries excluding any B- share receivable collections.

SUBSIDIARY - shall mean any corporation, association or other business entity, a
majority of the outstanding voting stock of which is at the time owned or
controlled by the Company and/or by one or more Subsidiaries.