File No. 33-77472
File No. 811-08468
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
Pioneer India Fund
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
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PIONEER INDIA FUND
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
1-800-622-3265
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, SEPTEMBER 15, 1998
A Special Meeting of Shareholders of Pioneer India Fund, a Delaware
business trust (the "Fund"), will be held at the offices of Hale and Dorr LLP,
60 State Street, 26th Floor, Boston, Massachusetts 02109, at 2:00 p.m., Boston
time, on Tuesday, September 15, 1998, to consider and act upon the following
proposals:
(1) To approve a change to the Fund's primary investment focus pursuant to which
the Fund will be permitted to invest substantially all of its assets in
securities of Asian issuers, including those in India;
(2) To elect the nine Trustees named in the attached Proxy Statement to serve on
the Board of Trustees until their successors have been duly elected and
qualified;
(3) To approve amendments to the Fund's fundamental investment policies, as
described in the proxy statement;
(4) To ratify the selection of Arthur Andersen LLP as the Fund's independent
public accountants for the fiscal year ending October 31, 1998; and
(5) To transact such other business as may properly come before the meeting or
any adjournments thereof.
Shareholders of record as of the close of business on July 6, 1998 are
entitled to vote at the meeting or any adjournments thereof. The Proxy Statement
and proxy card are being mailed to shareholders on or about [July __, 1998].
By Order Of The Board of Trustees,
Joseph P. Barri, Secretary
Boston, Massachusetts
[July __, 1998]
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY CARD. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING.
<PAGE>
PIONEER INDIA FUND
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
1-800-622-3265
SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 15, 1998
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of Pioneer India
Fund, a Delaware business trust (the "Fund"), in connection with the
solicitation of proxies by the Board of Trustees for use at the Special Meeting
of Shareholders of the Fund, to be held at the offices of Hale and Dorr LLP, 60
State Street, 26th Floor, Boston, Massachusetts 02109, at 2:00 p.m., Boston
time, on Tuesday, September 15, 1998, and at any adjournments thereof (the
"Meeting"). This Proxy Statement and enclosed proxy are being mailed to
shareholders on or about July 17, 1998. The Annual and Semi-Annual Reports for
the Fund for the fiscal periods ended October 31, 1997 and April 30, 1998, have
previously been mailed to shareholders. Additional copies of these reports may
be obtained free of charge by writing to the Fund at its executive offices, 60
State Street, Boston, Massachusetts 02109 or by calling 1-800-622-3265.
Shareholders of record for the Fund as of the close of business on July
6, 1998 (the "Record Date") are entitled to vote on all of the Fund's business
at the Meeting. As of the Record Date, there were outstanding [____________]
shares of beneficial interest of the Fund. To the knowledge of the management of
the Fund, no person beneficially owned more than 5% of the outstanding shares of
the Fund as of May 31, 1998. As of May 31, 1998, Merrill Lynch Pierce Fenner &
Smith, Inc., 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484, was
the owner of record of 398,841.389 (20.38%) of the Fund's outstanding shares.
<PAGE>
PROPOSAL 1
APPROVAL OF CHANGE TO THE FUND'S PRIMARY INVESTMENT FOCUS
GENERAL
At a meeting held on June 3, 1998, the Trustees, including all of the
Trustees who are not "interested persons" of the Fund, unanimously voted to
approve and to recommend that the shareholders of the Fund approve a change to
the Fund's primary investment focus allowing the Fund to broaden its investments
to include the securities of companies in both Asia and the Indian Subcontinent
(the "Proposed Change"). The name of the Fund would be changed to Pioneer
Indo-Asia Fund.
THE PROPOSED CHANGE
The Fund's investment objective is long-term growth of capital.
Currently, the Fund pursues this objective by investing primarily in the
securities of companies in India. Under normal circumstances, the Fund invests
at least 65% of its total assets in equity securities of Indian companies. Other
investments may include (i) equity securities of other companies which may
benefit from the Indian economy, (ii) debt securities issued by Indian companies
or the government of India or its agencies or instrumentalities or (iii) certain
short-term investments.
If shareholders approve the Proposed Change, the Fund's investment
objective will remain long-term capital growth. However, the Fund will pursue
its investment objective by allocating its assets among securities of companies
in Asia and the Indian Subcontinent ("Indo-Asian Issuers"). The Fund would,
under normal circumstances, invest at least 65% of its total assets in the
equity securities of Indo- Asian Issuers. Other investments would include (i)
equity securities of other companies which may benefit from the economies of
countries in Asia and the Indian Subcontinent; (ii) debt securities issued by
companies in or the governments of countries in Asia and the Indian
Subcontinent, or their respective agencies or instrumentalities; or (iii)
certain short-term investments. The specific allocation among countries would be
determined from time to time by Pioneering Management Corporation ("PMC"), the
investment manager to the Fund. There would not be a requirement to maintain a
specific percentage of the Fund's assets in India or any other country. The Fund
does not anticipate material changes to any of its other investment practices as
a result of the Proposed Change, except to the extent described in this proxy
statement or consistent with the change in the Fund's investment focus. In
addition, Kothari Pioneer AMC Ltd. (the "Indian Adviser") would continue to act
as the Fund's investment adviser in India and, subject to PMC's supervision, be
responsible for managing the Fund's investments in the Indian securities market.
PMC would determine what portion of the Fund's assets are
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invested in India from time to time. Because the compensation of the Indian
Adviser is based upon the assets of the Fund invested in India, the proposal
could have the effect of increasing the amount of the management fee retained by
PMC.
If the Proposed Change is approved, PMC intends to reduce its annual
management fee from 1.25% to 1.00% of the Fund's average daily net assets. This
reduction will help reduce the Fund's expenses and, together with the Proposed
Change, is intended to make the Fund attractive to a broader group of investors.
For purposes of the Fund's investment policies, the Indo-Asian
countries include Australia, Bangladesh, China, Hong Kong, India, Indonesia,
Korea, Malaysia, Mongolia, New Zealand, Pakistan, the Philippines, Singapore,
Sri Lanka, Taiwan and Thailand, as well as any other country in Asia (other than
Japan) to the extent that foreign investors are now or in the future permitted
by applicable law to make such investments. For purposes of its investment
policies, the Fund considers a company to be an Indo-Asian Issuer if it (i) is
organized under the laws of a country in Asia or the Indian Subcontinent, (ii)
derives at least 50% of its revenues from goods produced or sold, investments
made, or services performed, in a country in Asia or the Indian Subcontinent, or
has at least 50% of its assets in a country in Asia or the Indian Subcontinent,
or (iii) has securities that are traded principally on any stock exchange
(including an over-the-counter exchange) located in Asia or the Indian
Subcontinent. Allocation of the Fund's investments among these countries will
depend upon PMC's views of the relative attractiveness of the Asian markets and
particular issuers.
REASONS FOR THE PROPOSED CHANGE
The Fund's current investment focus on equity securities of Indian
issuers is believed to limit its ability to gather assets and compete
efficiently against other mutual funds with similar investment objectives. The
Fund believes that a focus upon Indian issuers is too narrow for most investors
who are looking at investment opportunities in Asia on a regional rather than a
country specific basis. The Proposed Change will allow the Fund to take
advantage of a broader range of investment opportunities and to allocate its
assets across markets to seek investments in markets and issuers with the most
favorable outlook.
The Proposed Change will enable the Fund to diversify its portfolio
holdings in a manner consistent with its focus on equity securities and
consistent with the Fund's prior investment policies and strategies, subject
only to a broader geographic focus. Although there are certain risks associated
with investment in the securities of companies in Indo-Asian countries
(described below), these risks are similar to the existing risks affecting the
Fund's investments in the securities of Indian companies. In fact, the Proposed
Change would likely lower the Fund's exposure to any INDIVIDUAL country's
market, political, economic or social risk as a result of the Fund's ability to
diversify its investment focus among multiple countries.
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In considering the Proposed Change, the Trustees considered PMC's
experience in managing international, regional and emerging markets investment
portfolios. At March 31, 1998 PMC and its affiliates managed $2 billion of
assets invested outside the United States, including approximately $700 million
in emerging markets issuers. With respect to the portion of the Fund's assets
invested in India, the Fund will continue to draw upon the expertise of the
Indian Adviser.
The inability of the Fund to attract a significant asset base has also
caused the Fund to incur significant expenses on a per share basis. The Fund's
operating expenses for Class A shares were 2.25% and 2.25% of average daily net
assets for the fiscal periods ended October 31, 1997 and 1996, respectively.
Without giving effect to a voluntary fee waiver and assumption of expenses by
PMC, the Fund's expenses for Class A shares would have been 4.39% and 4.29%,
respectively, of average daily net assets for those periods. The Proposed Change
will enable the Fund to invest in the securities of a broader range of
companies. As a result, the Fund may be able to gather assets more effectively
and to take advantage of certain per share efficiencies associated with managing
a larger pool of assets, such as lower fixed expenses.
SPECIAL RISKS OF INVESTMENTS IN INDO-ASIAN COUNTRIES
Investing in the securities of Indo-Asian Issuers involves
considerations and potential risks not typically associated with investing in
the securities of issuers in the United States and other developed countries.
However, these risks are similar to the risks of investments in securities of
Indian issuers. The risks of investments in Indo- Asian Issuers may be related
to (i) differences in size, liquidity and volatility of, and the degree and
manner of regulation of, securities markets compared to the securities markets
in the United States and other developed countries; (ii) economic, political and
social factors; and (iii) foreign exchange matters, such as restrictions on the
repatriation of capital, fluctuations in exchange rates between the U.S. dollar
and the currencies in which the Fund's portfolio securities are denominated or
quoted, exchange control regulations and costs associated with currency
exchange. Unanticipated political or social developments may affect the values
of the Fund's investments and the availability to the Fund of additional
investments in such countries. During 1997 and 1998, the political stability,
economies and securities and currency markets of many markets in the Indo-Asian
region experienced significant disruption and declines. There can be no
assurances that these economic and market disruptions will not continue or
spread to other countries in the region.
Economic, political and social instability in the region could
significantly disrupt the principal financial markets in which the Fund proposes
to invest. Investing in these countries involves the risk of loss of a Fund's
investment from expropriation, nationalization, confiscation of assets and
property or the imposition of restrictions on foreign investments and on
repatriation of capital invested. Economies in the region may differ favorably
or unfavorably from the U.S. economy in such
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respects as growth of gross domestic product, rates of inflation, currency
valuation, capital reinvestment, resource self-sufficiency and balance of
payments positions. Certain Indo-Asian countries have experienced substantial
rates of inflation which have had, and may continue to have, very negative
effects on their economies and securities markets. In addition, the economies in
emerging countries generally depend heavily upon international trade and,
accordingly, have been and may continue to be affected adversely by trade
barriers, exchange controls, managed adjustments in relative currency values and
other protectionist measures imposed or negotiated by the countries with which
they trade.
Equity securities of most Indo-Asian Issuers are less liquid and are
generally subject to greater price volatility than securities of issuers in the
United States and other developed countries. Even the markets for relatively
widely traded securities in Indo-Asian countries may not be able to absorb,
without price disruptions, a significant increase in trading volume or trades of
a size customarily undertaken by institutional investors in the securities
markets of developed countries. Accordingly, each of these markets may be more
susceptible to the adverse effects of events generally affecting the market, and
of trades of significant blocks of securities, than are usual for similar
securities in the securities markets of developed countries. The less liquid the
market, the more difficult it may be for the Fund to accurately price its
portfolio securities or to dispose of such securities at the times PMC
determines to be appropriate. There may be less publicly available information
about securities and issuers in the Indo-Asian region than is available with
respect to U.S. securities and issuers. Indo-Asian Issuers generally are not
subject to uniform accounting, auditing and financial reporting standards,
practices and requirements comparable to those applicable to U.S. companies.
Custodial services and other costs relating to investment in
international securities markets generally are more expensive than in the United
States. Such markets have settlement and clearance procedures that differ from
those of more developed markets. There may be times when settlement procedures
are unable to keep pace with the volume of securities transactions and may not
fully protect the Fund against loss or theft of its assets. The inability of the
Fund to make intended securities purchases due to settlement problems could
cause the Fund to miss attractive investment opportunities. Inability to dispose
of a portfolio security caused by settlement problems could result in losses to
the Fund due to a subsequent decline in value of the portfolio security.
Certain Indo-Asian countries restrict or control foreign investment in
their securities markets to varying degrees. These restrictions may limit the
Fund's investment in those markets and may increase the expenses of the Fund. In
addition, the repatriation of both investment income and capital from certain
markets in the region is subject to restrictions such as the need for certain
governmental consents.
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Even where there is no outright restriction on repatriation of capital, the
mechanics of repatriation may affect certain aspects of the Fund's operation.
The Fund will be subject to taxes, including withholding taxes, on
income (possibly including, in some cases, capital gains) that are or may be
imposed by certain Indo-Asian countries with respect to the Fund's investments
in those countries. These taxes will reduce the Fund's return. Treaties between
the United States and such countries may not be available to reduce the
otherwise applicable tax rates.
The value of securities denominated or quoted in international
currencies may also be adversely affected by fluctuations in the relative rates
of exchange between the currencies of different nations and by exchange control
regulations. The Fund's investment performance may be negatively affected by a
devaluation of a currency in which the Fund's investments are denominated or
quoted. The Fund may enter into forward contracts and other transactions to seek
to hedge the currency risk, if any, in the Fund's portfolio. However, there may
be no or only a limited market for currency transactions with respect to many of
the Indo-Asian currencies. In addition, the precise matching of such hedging
transactions and the value of the securities involved generally will not be
possible.
TRUSTEES' RECOMMENDATION
After considering the matters discussed above and other matters deemed
relevant, the Trustees determined that the Proposed Change is fair and in the
best interest of the Fund and its shareholders. At the June 3, 1998 meeting, the
Trustees unanimously voted to recommend to the shareholders of the Fund that
they approve the Proposed Change.
REQUIRED VOTE
Adoption of Proposal 1 requires the approval of a majority of the
outstanding voting securities of the Fund, which the Investment Company Act of
1940, as amended (the "1940 Act"), defines as the affirmative vote of the lesser
of (i) 67% or more of the shares of the Fund represented at the Meeting, if at
least 50% of all outstanding shares of the Fund are represented at the Meeting,
or (ii) 50% or more of the outstanding shares of the Fund entitled to vote at
the Meeting (a "1940 Act Majority Vote").
If Proposal 1 is not approved by the shareholders of the Fund, the
Trustees will determine the appropriate course of action.
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FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES RECOMMEND THAT THE
SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THE APPROVAL OF THE PROPOSED CHANGE.
PROPOSAL 2
ELECTION OF BOARD OF TRUSTEES
The persons named on the accompanying proxy card intend to vote at the
Meeting (unless otherwise directed) FOR the election of the nine nominees named
below as Trustees of the Fund. All of the nominees currently serve as Trustees.
Each Trustee will be elected to hold office until the next meeting of
shareholders or until his or her successor is elected and qualified. Each
nominee has consented to being named herein and indicated his or her willingness
to serve if elected. If any such nominee should be unable to serve, an event not
now anticipated, the persons named as proxies may vote for such other person as
shall be designated by the Board of Trustees.
The following table sets forth each nominee's position(s) with the
Fund, age, address, principal occupation or employment during the past five
years, and directorships and indicates the year during which he or she first
became a Trustee of the Fund. The table also shows the number of shares of
beneficial interest of the Fund beneficially owned by each nominee, directly or
indirectly, on May 31, 1998.
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<TABLE>
<CAPTION>
Name, Age, Position(s) with the Principal Occupation or Employment and First Shares of Beneficial
FUND AND ADDRESS TRUSTEESHIPS(1) Became a Interest of the Fund
TRUSTEE Beneficially Owned and
Percentage of Total
Shares Outstanding on
MAY 31, 1998(2)
<S> <C> <C> <C>
John F. Cogan, Jr.* President, Chief Executive Officer and a 1994 19,378.921
(71) Director of The Pioneer Group, Inc. ("PGI"); 2.12% Class A
Chairman of the Board, President Chairman and a Director of PMC and Pioneer 0.99% Fund
and Trustee Funds Distributor, Inc. ("PFD"); Director of
60 State Street Pioneering Services Corporation ("PSC"),
Boston, MA 02109 Pioneer Capital Corporation ("PCC"), Pioneer
Real Estate Advisors, Inc., Pioneer Forest,
Inc., Pioneer Explorer, Inc., Pioneer
Management (Ireland) Ltd. ("PMIL") and Closed
Joint Stock Company "Forest-Starma";
President and Director of Pioneer Metals and
Technology, Inc. ("PMT"), Pioneer
International Corp. ("PIntl"), Pioneer First
Russia, Inc. ("First Russia"), and Pioneer
Omega, Inc. ("Omega"); Chairman of the Board
and Director of Pioneer Goldfields Limited
("PGL") and Teberebie Goldfields Limited;
Chairman of the Supervisory Board of Pioneer
Fonds Marketing, GmbH, Pioneer First Polish
Investment Fund Joint Stock Company, S.A.,
and Pioneer Czech Investment Company, A.S.;
Chairman, President and Trustee of all of the
Pioneer mutual funds; Director of Pioneer
Global Equity Fund Plc, Pioneer Global Bond
Fund Plc, Pioneer DM Cashfonds Plc, Pioneer
European Equity Fund Plc, Pioneer Central &
Eastern Europe Fund Plc and Pioneer US Real
Estate Fund Plc; and Partner, Hale and Dorr
LLP (counsel to PGI and the Fund).
</TABLE>
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<TABLE>
<CAPTION>
Name, Age, Position(s) with the Principal Occupation or Employment and First Shares of Beneficial
FUND AND ADDRESS TRUSTEESHIPS(1) Became a Interest of the Fund
TRUSTEE Beneficially Owned and
Percentage of Total
Shares Outstanding on
MAY 31, 1998(2)
<S> <C> <C> <C>
Mary K. Bush President, Bush & Co. (international 1997 -0-
(50) financial advisory firm) since 1991;
Trustee Director/Trustee of Mortgage Guaranty
4201 Cathedral Ave. NW Insurance Corporation, Novecon Management
Apt. 1016E Company, Hoover Institution, Folger
Washington, DC 20016 Shakespeare Library, March of Dimes, Project
2000, Inc. (not-for-profit educational
organization), Small Enterprise Assistance
Fund and Wilberforce University; Advisory
Board member, Washington Mutual Investors
Fund (registered investment company); and
Trustee of all of the Pioneer mutual funds,
except Pioneer Variable Contracts Trust.
Richard H. Egdahl, M.D. Alexander Graham Bell Professor of Health 1994 -0-
(71) Care Entrepreneurship, Boston University;
Trustee Professor of Management, Boston University
Boston University School of Management; Professor of Public
Health Policy Institute Health, Boston University School of Public
55 Bay State Road Health; Professor of Surgery, Boston
Boston, MA 02215 University School of Medicine; University
Professor, Boston University; Director,
Boston University Health Policy Institute and
Boston University Program for Health Care
Entrepreneurship; Director, CORE (management
of workers' compensation and disability costs
- Nasdaq National Market); Director,
WellSpace (provider of complementary health
care); Trustee, Boston Medical Center;
Honorary Trustee, Franciscan Children's
Hospital; and Trustee of all of the Pioneer
mutual funds.
</TABLE>
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<TABLE>
<CAPTION>
Name, Age, Position(s) with the Principal Occupation or Employment and First Shares of Beneficial
FUND AND ADDRESS TRUSTEESHIPS(1) Became a Interest of the Fund
TRUSTEE Beneficially Owned and
Percentage of Total
Shares Outstanding on
MAY 31, 1998(2)
<S> <C> <C> <C>
Margaret B.W. Graham Founding Director, The Winthrop Group, Inc. 1994 -0-
(51) (consulting firm); Manager of Research
Trustee Operations, Xerox Palo Alto Research Center,
The Keep from 1991 to 1994; Professor of Operations
P.O. Box 110 Management and Management of Technology and
Little Deer Isle, ME 04650 Associate Dean, Boston University School of
Management from 1989 to 1993; and Trustee of
all of the Pioneer mutual funds, except
Pioneer Variable Contracts Trust.
John W. Kendrick Professor Emeritus, George Washington 1994 -0-
(80) University; Director, American Productivity
Trustee and Quality Center; Adjunct Scholar, American
6363 Waterway Drive Enterprise Institute; Economic Consultant;
Falls Church, VA 22044 and Trustee of all of the Pioneer mutual
funds, except Pioneer Variable Contracts
Trust.
Marguerite A. Piret President, Newbury, Piret & Company, Inc. 1994 103.950
(50) (merchant banking firm); Trustee of Boston 0.01% Class A
Trustee Medical Center; Member of the Board of 0.00% Fund
One Boston Place Governors of the Investment Company
Suite 2635 Institute; and Trustee of all of the Pioneer
Boston, MA 02108 mutual funds.
</TABLE>
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<TABLE>
<CAPTION>
Name, Age, Position(s) with the Principal Occupation or Employment and First Shares of Beneficial
FUND AND ADDRESS TRUSTEESHIPS(1) Became a Interest of the Fund
TRUSTEE Beneficially Owned and
Percentage of Total
Shares Outstanding on
MAY 31, 1998(2)
<S> <C> <C> <C>
David D. Tripple* Executive Vice President and a Director of 1994 -0-
(54) PGI; President, Chief Investment Officer and
Executive Vice President and a Director of PMC; Director of PFD, PCC,
Trustee PIntl, PMIL, First Russia, Omega, Pioneer
60 State Street SBIC Corporation ("Pioneer SBIC"), Pioneer
Boston, MA 02109 Global Equity Fund Plc, Pioneer Global Bond
Fund Plc, Pioneer DM Cashfonds Plc, Pioneer
European Equity Fund Plc, Pioneer Central &
Eastern Europe Fund Plc and Pioneer US Real
Estate Fund Plc; and Executive Vice President
and Trustee of all of the Pioneer mutual
funds.
Stephen K. West Of Counsel to Sullivan & Cromwell (law firm); 1994 -0-
(69) Trustee, The Winthrop Focus Funds (mutual
Trustee funds); and Trustee of all of the Pioneer
125 Broad Street mutual funds.
New York, NY 10004
John Winthrop President, John Winthrop & Co., Inc. (private 1994 1,236.343
(61) investment firm); Director of NUI Corp. 0.14% Class A
Trustee (energy sales, services and distribution); 0.06% Fund
One North Adgers Wharf and Trustee of all of the Pioneer mutual
Charleston, SC 29401 funds, except Pioneer Variable Contracts
Trust.
</TABLE>
* Messrs. Cogan and Tripple are "interested persons" of the Fund and PMC
within the meaning of Section 2(a)(19) of the 1940 Act.
(1) Each nominee also serves as a trustee for each of the open-end
investment companies (mutual funds) in the Pioneer family of mutual
funds, for Pioneer Interest Shares, a closed-end investment company,
and for each of the ten portfolios of the Pioneer Variable Contracts
Trust (except as noted). Except for Ms. Bush, each Trustee was most
recently elected by the shareholders of the Fund in [1994]. Ms. Bush
was elected by the other Trustees in 1997.
(2) As of May 31, 1998, the Trustees and officers of the Fund beneficially
owned, directly or indirectly, in the aggregate 1.05% of the Fund's
outstanding shares.
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Ms. Piret, Mr. West and Mr. Winthrop serve on the Audit Committee of the
Board of Trustees. The functions of the Audit Committee include recommending
independent auditors to the Trustees, monitoring the independent auditors'
performance, reviewing the results of audits and responding to certain other
matters deemed appropriate by the Trustees. Ms. Graham, Ms. Piret and Mr.
Winthrop also serve on the Nominating Committee of the Board of Trustees. The
primary responsibility of the Nominating Committee is the selection and
nomination of candidates to serve as independent trustees. The Nominating
Committee will consider nominees recommended by shareholders to serve as
Trustees provided that shareholders submitting such recommendations comply with
all relevant provisions of Rule 14a-8 under the Securities Exchange Act of 1934,
as amended.
During the fiscal year ended October 31, 1997, the Board of Trustees
held twelve meetings, the Audit Committee held eleven meetings and the
Nominating Committee held one meeting. All of the current Trustees and Committee
Members then serving attended at least 75% of the meetings of the Board of
Trustees or applicable committee, if any, held during the fiscal year ended
October 31, 1997.
OTHER EXECUTIVE OFFICERS
In addition to Messrs. Cogan and Tripple, who serve as executive
officers of the Fund, the following table provides information with respect to
the other executive officers of the Fund. Each executive officer is elected by
the Board of Trustees and serves until his successor is chosen and qualified or
until his resignation or removal by the Board. The business address of all
officers of the Fund is 60 State Street, Boston, Massachusetts 02109.
Name, Age and PRINCIPAL OCCUPATION(S)
POSITION WITH THE FUND
William H. Keough, 61, Senior Vice President, Chief Financial Officer
Treasurer and Treasurer of PGI; Treasurer of PFD, PMC, PSC,
PCC, PIntl, PMT, PGL, First Russia, Omega,
Pioneer SBIC, and all of the Pioneer funds.
Joseph P. Barri, 51, Corporate Secretary of PGI and most of its
Secretary subsidiaries; Secretary of all of the Pioneer
mutual funds; Partner, Hale and Dorr LLP.
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REMUNERATION OF TRUSTEES AND OFFICERS
The following table provides information regarding the compensation
paid by the Fund and the other investment companies in the Pioneer family of
mutual funds to the Trustees for their services as indicated below. Compensation
paid by the Fund to Messrs. Cogan and Tripple, interested persons of PMC, is
reimbursed to the Fund by PMC. The Fund pays no salary or other compensation to
its officers.
Total Compensation from
the Fund and Other Funds
Aggregate Compensation in the Pioneer Family of
TRSUTEE FROM THE FUND+ MUTUAL FUNDS++
John F. Cogan, Jr. $ 500* $ 12,000*
Mary K. Bush 576 30,000
Richard H. Egdahl, M.D. 1,730 62,000
Margaret B.W. Graham 1,730 60,000
John W. Kendrick 1,730 55,800
Marguerite A. Piret 1,948 80,000
David D. Tripple 500* 12,000*
Stephen K. West 1,835 63,800
John Winthrop 1,936 69,000
Totals $12,485 $444,600
* PMC fully reimbursed the Fund and the other funds in the Pioneer family of
mutual funds for compensation paid to Messrs. Cogan and Tripple.
+ For the fiscal year ended October 31, 1997.
++ For the calendar year ended December 31, 1997.
To the knowledge of the Fund, no officer or Trustee of the Fund owned
5% or more of the issued and outstanding shares of PGI as of May 31, 1998,
except Mr. Cogan who owned approximately 14% of such shares.
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INVESTMENT ADVISER
PMC, whose executive offices are located at 60 State Street, Boston,
Massachusetts 02109, serves as investment adviser to the Fund. The Indian
Adviser is Kothari Pioneer AMC Ltd. Subject to PMC's supervision, the Indian
Adviser will continue to be responsible for managing the Fund's investments in
Indian securities markets. The Indian Adviser is a joint venture between PMC and
Investment Trust of India Limited. The address of the Indian Adviser is Kothari
Buildings, 117, N.H. Road, Chennai 600 034, India.
PRINCIPAL UNDERWRITER
PFD, 60 State Street, Boston, MA 02109, serves as the principal
underwriter in connection with the continuous offering of shares of the Fund.
REQUIRED VOTE
In accordance with the Fund's Agreement and Declaration of Trust, the
vote of a plurality of all of the shares of the Fund voted at the Meeting is
sufficient to elect the nominees.
PROPOSALS 3(A) THROUGH 3(D)
ELIMINATION OR AMENDMENT OF VARIOUS
INVESTMENT RESTRICTIONS
GENERAL
The Trustees of the Fund recommend that shareholders approve the
elimination or amendment of several of the Fund's investment restrictions, as
described in detail below. All of the current restrictions proposed to be
eliminated or amended are set forth in the Fund's Statement of Additional
Information.
Each proposal requires the separate approval of the shareholders of the
Fund. Each of these restrictions is a fundamental investment policy that may
only be changed by an affirmative 1940 Act Majority Vote. See "Required Vote"
below.
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3(A). AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTION REGARDING BORROWING
The Fund's existing fundamental investment restriction regarding
borrowing states that the Fund may not:
borrow money, except from banks as a temporary measure for
extraordinary emergency purposes and except pursuant to
reverse repurchase agreements, and then only in amounts not to
exceed 33 1/3% of the Fund's total assets (including the
amount borrowed) taken at market value. The Fund will not use
leverage to attempt to increase income. The Fund will not
purchase securities while outstanding borrowings (including
reverse repurchase agreements) exceed 5% of the Fund's total
assets.
If amended as proposed, the restriction will provide that the Fund may
not:
borrow money, except from banks as a temporary measure to
facilitate the meeting of redemption requests or for
extraordinary or emergency purposes and except pursuant to
reverse repurchase agreements, in all cases in amounts not to
exceed 33 1/3% of the Fund's total assets (including the
amount borrowed) taken at market value.
The 1940 Act requires that a fund state a fundamental policy regarding
borrowing. The amendment is being proposed (1) to clarify that the Fund may
borrow from banks for the purpose of meeting redemption requests, (2) to
eliminate the restriction on purchasing securities when borrowings exceed 5% of
the Fund's net assets and (3) to conform the restriction on borrowing to the
policies of [most] [of the] other Pioneer mutual funds. The Fund has no current
intention of purchasing securities in the coming year while outstanding
borrowings exceed 5% of the Fund's total assets. However, the Trustees believe
it is best to create the flexibility to introduce such practices at some future
time without the need for shareholder approval if this becomes desirable. In
such event, the Statement of Additional Information would be amended
accordingly.
3(B). ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTION REGARDING PLEDGING
OF FUND ASSETS
The Fund's existing fundamental investment restriction regarding pledging
of Fund assets states that the Fund may not:
pledge, mortgage or hypothecate its assets, except to secure
indebtedness permitted by paragraph (2) above [the Fund's
borrowing restriction] and then only if such pledging,
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mortgaging or hypothecating does not exceed 33 1/3% of the
Fund's total assets taken at market value.
The 1940 Act does not impose any limitation upon pledging, mortgaging
or hypothecating assets of an investment company. This policy originally was
adopted in accordance with state [blue sky] requirements that are no longer
applicable. Consequently, the Fund proposes that this restriction be eliminated.
3(C). AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTION REGARDING LOANS
The Fund's existing fundamental investment restriction regarding making
loans states that the Fund may not:
make loans, except that the Fund may lend portfolio securities
in accordance with the Fund's investment policies and may
purchase or invest in repurchase agreements, bank certificates
of deposit, a portion of an issue of publicly distributed
bonds, bank loan participation agreements, bankers'
acceptances, debentures or other securities, whether or not
the purchase is made upon the original issuance of the
securities.
If amended as proposed, the restriction would provide that the Fund may not:
make loans, except by purchase of debt obligations, by
entering into repurchase agreements or through the lending of
portfolio securities.
The 1940 Act requires that a Fund state a fundamental investment policy
regarding making loans. This amendment is being proposed to simplify and clarify
the Fund's existing restriction, provide additional flexibility to adjust the
Fund's debt security investment practices without the need to further revise the
restriction and to conform the Fund's lending restriction to its lending policy
and to that of other Pioneer mutual funds.
3(D). AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTION REGARDING COMMODITIES
The Fund's existing fundamental investment restriction regarding
commodities states that the Fund may not:
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invest in commodities or commodity contracts or in puts,
calls, or combinations of both, except interest rate futures
contracts, options on securities, securities indices, currency
and other financial instruments, futures contracts on
securities, securities indices, currency and other financial
instruments and options on such futures contracts, forward
foreign currency exchange contracts, forward commitments,
securities index put or call warrants and repurchase
agreements entered into in accordance with the Fund's
investment policies.
If amended as proposed, the restriction would provide that the Fund may
not:
invest in commodities or commodity contracts, except that the
Fund may invest in financial futures contracts and related
options and in any other financial instruments which may be
deemed to be commodities or commodity contracts in which the
Fund is not prohibited from investing by the Commodity
Exchange Act and the rules and regulations thereunder.
The 1940 Act requires that a fund state a formal fundamental investment
policy regarding investment in commodities. Any financial futures contract or
related option is considered to be a commodity. Other types of financial
instruments such as forward commitments and swaps might also be deemed to be
commodities. The amendment is being proposed to clarify that the Fund may invest
in financial futures contracts and related options for hedging and other
purposes to the full extent permitted under the rules and regulations of the
Commodity Futures Trading Commission, from time to time in effect, and to
clarify that certain practices in which the Fund engages (such as forward
foreign currency contracts) or might in the future engage are not subject to
this restriction.
A financial futures contract is a contract to buy or sell units of a
particular securities index or foreign currency at an agreed price on a
specified future date. Depending on the change in value of the index or currency
between the time when a fund enters into and terminates a financial futures
transaction, the fund realizes a gain or loss. Financial futures and options on
financial futures are typically used for hedging purposes and involve certain
risks, including imperfect correlations between movements in the prices of
financial futures and options and movements in the price of the underlying
securities index or currency or the portfolio securities that are the subject of
a hedge, potentially illiquid secondary markets at certain times and inability
of the adviser to correctly predict market or currency movements. In the event
that the Trustees decide in the future it is desirable for the Fund to engage in
any such practices, the Fund's Prospectus will be revised accordingly, including
the addition of appropriate risk disclosure.
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TRUSTEES' RECOMMENDATIONS
At the June 3, 1998 meeting, the Trustees unanimously approved and
voted to recommend to the shareholders of the Fund that they approve the
proposed elimination or amendment of certain of the Fund's investment
restrictions as described above. In taking such action and making such
recommendations, the Trustees considered the fact that the proposed changes will
clarify certain investment restrictions and provide flexibility to adjust to
changing regulations and markets and new investment techniques without
continually incurring the significant expense involved in soliciting proxies and
holding shareholder meetings. The Trustees believe that this increased clarity
and flexibility will be beneficial to present shareholders as well as potential
investors.
Except as described in this Proxy Statement, approval of the proposed
changes to the investment restrictions will not result in changes in the
Trustees, officers, investment programs and services or any operations that are
described in the Fund's current Prospectus and Statement of Additional
Information.
REQUIRED VOTE
Adoption of each of Proposals 3(a) through 3(d) requires an affirmative
1940 Act Majority Vote. If all or some of the proposals are not approved by the
shareholders of the Fund, the Fund will continue to adhere to the current
investment restriction(s) as to which no change has been approved.
FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF
THE FUND VOTE IN FAVOR OF THE APPROVAL OF THE PROPOSALS TO ELIMINATE OR AMEND
CERTAIN INVESTMENT RESTRICTIONS.
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PROPOSAL 4
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP has served as the Fund's independent
public accountant since the Fund's inception during the 1994 fiscal year. Audit
services during the fiscal year ended October 31, 1997, consisted of
examinations of the Fund's financial statements for this period and reviews of
the Fund's filings with the Securities and Exchange Commission.
The Board of Trustees, including a majority of the Trustees who are not
"interested persons" of the Fund or PMC, has selected Arthur Andersen LLP as the
Fund's independent public accountants for the fiscal year ending October 31,
1998, subject to shareholder ratification at the Meeting. A representative of
Arthur Andersen LLP is expected to be available at the Meeting to make a
statement if he or she desires to do so and to respond to appropriate questions.
Arthur Andersen LLP has advised the Fund that it has no direct or indirect
financial interest in the Fund.
REQUIRED VOTE
The ratification of the selection of Arthur Andersen LLP as independent
public accountants for the fiscal year ending October 31, 1998, requires the
affirmative vote of a majority of the shares of the Fund, present in person or
by proxy and entitled to vote at the Meeting.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE IN FAVOR OF THE
RATIFICATION OF ARTHUR ANDERSEN LLP AS THE FUND'S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING OCTOBER 31, 1998.
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OTHER MATTERS
SHAREHOLDER PROPOSALS
The Fund is not required to hold annual meetings of shareholders and
does not currently intend to hold such a meeting of shareholders in 1999.
SHARES HELD IN RETIREMENT PLANS
PGI, as trustee or custodian of certain retirement plans, is permitted
to vote any shares held in such plans and will do so if necessary to obtain a
quorum.
PROXIES, QUORUM AND VOTING AT THE MEETING
Any person giving a proxy has the power to revoke it at any time prior
to its exercise by executing a superseding proxy or by submitting a notice of
revocation to the Secretary of the Fund. In addition, although mere attendance
at the Meeting will not revoke a proxy, a shareholder present at the Meeting may
withdraw his or her proxy and vote in person. All properly executed and
unrevoked proxies received in time for the Meeting will be voted in accordance
with the instructions contained in the proxies. If no instruction is given, the
persons named as proxies will vote the shares represented thereby in favor of
the proposals described above and will use their best judgment in connection
with the transaction of such other business as may properly come before the
Meeting.
A majority of the shares entitled to vote--present in person or
represented by proxy--constitutes a quorum for the transaction of business with
respect to any proposal (unless otherwise noted in the Proxy Statement). In the
event that at the time any session of the Meeting is called to order a quorum is
not present in person or by proxy, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but sufficient votes in favor of any of the
proposals, including the election of the nominees to the Board of Trustees, have
not been received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies with
respect to such proposal. Any such adjournment will require the affirmative vote
of more than one half of the shares of the Fund present in person or by proxy at
the session of the Meeting to be adjourned. The persons named as proxies will
vote those proxies which they are entitled to vote in favor of any such proposal
in favor of such an adjournment and will vote those proxies required to be voted
against any such proposal against any such adjournment. A shareholder vote may
be taken on one or more of the proposals in the Proxy Statement prior to such
adjournment if sufficient votes for its approval have been received and it is
otherwise appropriate. Such vote will be considered final
20
<PAGE>
regardless of whether the Meeting is adjourned to permit additional
solicitation with respect to any other proposal.
Shares of the Fund represented at the Meeting (including shares which
abstain or do not vote with respect to one or more of the proposals) will be
counted for purposes of determining whether a quorum is present at the Meeting.
Abstentions will be treated as shares that are present and entitled to vote for
purposes of determining the number of shares that are present and entitled to
vote with respect to any particular proposal, but will not be counted as a vote
in favor of such proposal. Accordingly, an abstention from voting on a proposal
has the same legal effect as a vote against the proposal.
Adoption by the shareholders of Proposals 1 and 3(a) through 3(d)
require the affirmative vote of the lesser of (i) 67% or more of the voting
securities of the Fund present at the Meeting, if the holders of more than 50%
of the shares of the Fund are present or represented by proxy at the Meeting, or
(ii) 50% or more of the outstanding shares of the Fund. If a broker or nominee
holding shares in "street name" indicates on the proxy that it does not have
discretionary authority to vote as to any proposal, those shares will not be
considered as present and entitled to vote as to that proposal. Accordingly, a
"broker non-vote" has no effect on the voting in determining whether a proposal
has been adopted pursuant to item (i) above, provided that the holders of more
than 50% of the outstanding shares (excluding the "broker non-votes") of the
Fund are present or represented by proxy. However, with respect to determining
whether a proposal has been adopted pursuant to item (ii) above, because shares
represented by a "broker non-vote" are considered outstanding shares, a "broker
non-vote" has the same legal effect as a vote against such proposal.
OTHER BUSINESS
While the Meeting has been called to transact any business that may
properly come before it, the only matters that the Trustees intend to present
are those matters stated in the attached Notice of Special Meeting of
Shareholders. However, if any additional matters properly come before the
Meeting, and on all matters incidental to the conduct of the Meeting, it is the
intention of the persons named in the enclosed proxy to vote the proxy in
accordance with their judgment on such matters unless instructed to the
contrary.
METHODS OF SOLICITATION AND EXPENSES
The cost of preparing, assembling and mailing this Proxy Statement and
the attached Notice of Special Meeting of Shareholders and the accompanying
proxy card will be borne by PMC. In addition to soliciting proxies by mail, PMC
may, at PMC's expense, have one or more Fund officers, representatives or
compensated third-party agents, including PMC, PSC and PFD, aid in the
solicitation of proxies by personal interview or telephone and telegraph and may
request brokerage houses and other
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custodians, nominees and fiduciaries to forward proxy soliciting material
to the beneficial owners of the shares held of record by such persons.
The Fund may also arrange to have votes recorded by telephone. The
telephone voting procedure is designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance with
their instructions and to confirm that their instructions have been properly
recorded. The Fund has been advised by counsel that these procedures are
consistent with the requirements of applicable law. If these procedures were
subject to a successful legal challenge, such votes would not be counted at the
Meeting. The Fund is unaware of any such challenge at this time. Shareholders
would be called at the phone number PSC has in its records for their accounts
and would be asked for their Social Security number or other identifying
information. The shareholders would then be given an opportunity to authorize
proxies to vote their shares at the Meeting in accordance with their
instructions. To ensure that the shareholders' instructions have been recorded
correctly, they will also receive a confirmation of their instructions in the
mail. A special toll-free number will be available in case the information
contained in the confirmation is incorrect.
Persons holding shares as nominees will be reimbursed by PMC, upon
request, for the reasonable expenses of mailing soliciting materials to the
principals of the accounts.
[July __, 1998]
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PROXY PROXY
PIONEER INDIA FUND
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS To be
held Tuesday, September 15, 1998
The undersigned, having received notice of the meeting and management's
proxy statement therefor, and revoking all prior proxies, hereby appoint(s) John
F. Cogan, Jr., David D. Tripple, Robert P. Nault and Joseph P. Barri, and each
of them, attorneys or attorney of the undersigned (with full power of
substitution in them and each of them) for and in the name(s) of the undersigned
to attend the Special Meeting of Shareholders of Pioneer India Fund, a Delaware
business trust (the "Fund") to be held on Tuesday, September 15, 1998, at 2:00
p.m. (Boston time) at the offices of Hale and Dorr LLP, counsel to the Fund, 60
State Street, 26th Floor, Boston, Massachusetts 02109, and any adjourned session
or sessions thereof (the "Meeting"), and there to vote and act upon the
following matters (as more fully described in the accompanying Proxy Statement)
in respect of all shares of the Fund which the undersigned will be entitled to
vote or act upon, with all the powers the undersigned would possess if
personally present:
(1) To approve a change to the Fund's primary investment focus pursuant to
which the Fund will be permitted to invest substantially all of its
assets in securities of Asian issuers, including those in India:
_ FOR _ AGAINST _ ABSTAIN
(2) To elect Trustees:
The nominees for Trustees are: M.K. Bush, J.F. Cogan, Jr., Dr. R.H. Edgahl,
M.B.W. Graham, J.W. Kendrick, M.A. Piret, D.D. Tripple, S.K. West and
J. Winthrop.
_ FOR electing all the nominees (except as marked above)
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, CIRCLE
THOSE NOMINEES NAMES ABOVE.
_ WITHHOLD authority to vote for all nominees
(3) To approve amendment or elimination to the Fund's fundamental investment
restriction regarding:
(3a) Borrowing (3c) Loans
(3b) Pledging Assets (3d) Commodities
_ FOR ALL (except as marked above)
TO VOTE AGAINST ONE OR MORE A PARTICULAR PROPOSED CHANGE, CIRCLE THE
SUB-PROPOSAL(S) ABOVE.
_ AGAINST ALL
_ ABSTAIN ALL
(4) To ratify the selection of Arthur Andersen LLP as the Fund's independent
public accountants for the fiscal year ending October 31, 1998:
_ FOR _ AGAINST _ ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL(S).
----------------------------
Signature of Shareholder(s)
----------------------------
Signature of Joint
Shareholder(s) (if any)
Dated: ____________, 1998 In signing, please write
name(s) exactly as appearing
hereon. When signing as
attorney, executor, administrator
or other fiduciary, please give
your full title as such. Joint
owners should each sign personally.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED
