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:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] 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
<PAGE>
PIONEER INDIA FUND
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
1-800-225-6292
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 amendment or elimination of certain of the Fund's
fundamental investment restrictions, 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 17, 1998.
By Order Of The Board of Trustees,
Joseph P. Barri, Secretary
Boston, Massachusetts
July 17, 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.
0698-5452
<PAGE>
PIONEER INDIA FUND
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
1-800-225-6292
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 SEMIANNUAL 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 1-800-225-6292.
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 1,931,955.675 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 although 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.
1
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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 invested in India from
time to time. The proposal could have the effect of increasing the amount of the
management fee retained by PMC because the compensation of the Indian Adviser is
based upon the percentage of the Fund's assets invested in India and investments
in India will represent a lower percentage of the Fund's assets.
If the Proposed Change is approved, PMC intends to reduce its annual
management fee from 1.25% to 1.10% of the Fund's average daily net assets. This
reduction will help
2
<PAGE>
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 Indo-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 on 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.
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, PMC 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
3
<PAGE>
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 the Fund's
investments resulting 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 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
4
<PAGE>
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. 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.
5
<PAGE>
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.
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.
6
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<TABLE>
<CAPTION>
SHARES OF BENEFICIAL
INTEREST OF THE FUND
NAME, AGE, BENEFICIALLY OWNED
POSITION(S) WITH PRINCIPAL OCCUPATION FIRST AND PERCENTAGE OF TOTAL
THE FUND OR EMPLOYMENT BECAME A SHARES OUTSTANDING ON
AND ADDRESS AND DIRECTORSHIPS(1) TRUSTEE MAY 31, 1998(2)
- ------------------------ --------------------------------- ---------- ------------------------
<S> <C> <C> <C>
JOHN F. COGAN, JR.* President, Chief Executive 1994 19,378.921
(71) Officer and a Director of The 2.12% Class A
Chairman of the Board, Pioneer Group, Inc. ("PGI"); 0.99% Fund
President and Trustee Chairman and a Director of
60 State Street PMC and Pioneer Funds
Boston, MA 02109 Distributor, Inc. ("PFD");
Director of Pioneering Services
Corporation ("PSC"), 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>
7
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<TABLE>
<CAPTION>
SHARES OF BENEFICIAL
INTEREST OF THE FUND
NAME, AGE, BENEFICIALLY OWNED
POSITION(S) WITH PRINCIPAL OCCUPATION FIRST AND PERCENTAGE OF TOTAL
THE FUND OR EMPLOYMENT BECAME A SHARES OUTSTANDING ON
AND ADDRESS AND DIRECTORSHIPS(1) TRUSTEE MAY 31, 1998(2)
- ------------------------- ---------------------------------- ---------- ------------------------
<S> <C> <C> <C>
MARY K. BUSH President, Bush & Co. 1997 -0-
(50) (international financial advisory
Trustee firm) since 1991; Director/
4201 Cathedral Ave. NW Trustee of Mortgage Guaranty
Apt. 1016E Insurance Corporation, Novecon
Washington, DC 20016 Management Company, Hoover
Institution, Folger 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 1994 -0-
(71) Professor of Health Care
Trustee Entrepreneurship, Boston
Boston University University; Professor of
Health Policy Institute Management, Boston
55 Bay State Road University School of
Boston, MA 02215 Management; Professor of
Public Health, Boston
University School of Public
Health; Professor of Surgery,
Boston 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>
8
<PAGE>
<TABLE>
<CAPTION>
SHARES OF BENEFICIAL
INTEREST OF THE FUND
NAME, AGE, BENEFICIALLY OWNED
POSITION(S) WITH PRINCIPAL OCCUPATION FIRST AND PERCENTAGE OF TOTAL
THE FUND OR EMPLOYMENT BECAME A SHARES OUTSTANDING ON
AND ADDRESS AND DIRECTORSHIPS(1) TRUSTEE MAY 31, 1998(2)
- -------------------------- -------------------------------- ---------- ------------------------
<S> <C> <C> <C>
MARGARET B.W. GRAHAM Founding Director, The 1994 -0-
(51) Winthrop Group, Inc.
Trustee (consulting firm); Manager of
The Keep Research Operations, Xerox
P.O. Box 110 Palo Alto Research Center,
Little Deer Isle, ME from 1991 to 1994; Professor
04650 of Operations Management and
Management of Technology
and 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 1994 -0-
(80) Washington University;
Trustee Director, American Productivity
6363 Waterway Drive and Quality Center; Adjunct
Falls Church, VA 22044 Scholar, American Enterprise
Institute; Economic Consultant;
and Trustee of all of the
Pioneer mutual funds, except
Pioneer Variable Contracts
Trust.
MARGUERITE A. PIRET President, Newbury, Piret & 1994 103.950
(50) Company, Inc. (merchant 0.01% Class A
Trustee banking firm); Trustee of 0.00% Fund
One Boston Place Boston Medical Center;
Suite 2635 Member of the Board of
Boston, MA 02108 Governors of the Investment
Company Institute; and Trustee
of all of the Pioneer mutual
funds.
DAVID D. TRIPPLE* Executive Vice President and a 1994 -0-
(54) Director of PGI; President,
Executive Vice President Chief Investment Officer and a
and Trustee Director of PMC; Director of
60 State Street PFD, PCC, PIntl, PMIL, First
Boston, MA 02109 Russia, Omega, Pioneer SBIC
Corporation ("Pioneer SBIC"),
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
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
SHARES OF BENEFICIAL
INTEREST OF THE FUND
NAME, AGE, BENEFICIALLY OWNED
POSITION(S) WITH PRINCIPAL OCCUPATION FIRST AND PERCENTAGE OF TOTAL
THE FUND OR EMPLOYMENT BECAME A SHARES OUTSTANDING ON
AND ADDRESS AND DIRECTORSHIPS(1) TRUSTEE MAY 31, 1998(2)
- ------------------------ ---------------------------------- ---------- ------------------------
<S> <C> <C> <C>
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 & 1994 -0-
(69) Cromwell (law firm); Trustee,
Trustee The Winthrop Focus Funds
125 Broad Street (mutual funds); and Trustee of
New York, NY 10004 all of the Pioneer mutual
funds.
JOHN WINTHROP President, John Winthrop & 1994 1,236.343
(61) Co., Inc. (private investment 0.14% Class A
Trustee firm); Director of NUI Corp. 0.06% Fund
One North Adgers Wharf (energy sales, services and
Charleston, SC 29401 distribution); and Trustee of all
of the Pioneer mutual 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 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.
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.
10
<PAGE>
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 POSITION
WITH THE FUND PRINCIPAL OCCUPATION(S)
- ------------------------------- ----------------------------------------------
WILLIAM H. KEOUGH, 61, Treasurer Senior Vice President, Chief Financial Officer
and Treasurer of PGI; Treasurer of PFD, PMC,
PSC, PCC, PIntl, PMT, PGL, First Russia,
Omega, Pioneer SBIC, and all of the Pioneer
mutual funds.
JOSEPH P. BARRI, 51, Secretary Corporate Secretary of PGI and most of its
subsidiaries; Secretary of all of the Pioneer
mutual funds; Partner, Hale and Dorr LLP.
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
AGGREGATE FUNDS IN THE
COMPENSATION PIONEER FAMILY
TRUSTEE FROM THE FUND+ OF 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.
11
<PAGE>
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, Massachusetts 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.
3(A). AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTIONS REGARDING BORROWING
The Fund's existing fundamental investment restriction regarding borrowing
states that the Fund may not:
[italics] 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.
[normal type]
12
<PAGE>
If amended as proposed, the restriction will provide that the Fund may not:
[italics] 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.
[normal type] 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 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:
[italics] 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, mortgaging or hypothecating
does not exceed 33-1/3% of the Fund's total assets taken at market value.
[normal type] 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 securities laws 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:
[italics] 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.
[normal type]
13
<PAGE>
If amended as proposed, the restriction would provide that the Fund may
not:
[italics] make loans, except by purchase of debt obligations, by entering into
repurchase agreements or through the lending of portfolio securities.
[normal type] 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 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:
[italics] 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.
[normal type] If amended as proposed, the restriction would provide that
the Fund may not:
[italics] 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.
[normal type] 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 cur-
14
<PAGE>
rency 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.
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. The Trustees considered the fact that the proposed changes will
clarify certain investment restrictions and provide the Fund with the
flexibility to adjust to changing regulations and markets and new investment
techniques without 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 investment
restriction(s) currently in effect.
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.
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 in 1994. 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 appro-
15
<PAGE>
priate 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.
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.
16
<PAGE>
The persons named as proxies will vote those proxies which they are
entitled to vote in favor of any such proposal in favor of such an adjournment
and will vote those proxies required to be voted against any such proposal
against any such adjournment. A shareholder vote may be taken on one or more of
the proposals in the Proxy Statement prior to such adjournment if sufficient
votes for its approval have been received and it is otherwise appropriate. Such
vote will be considered final regardless of whether the Meeting is adjourned to
permit additional solicitation with respect to any other proposal.
Shares of 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) requires
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 tele-
17
<PAGE>
graph and may request brokerage houses and other custodians, nominees and
fiduciaries to forward proxy soliciting material to the beneficial owners of the
shares held as of the Record Date.
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 beneficial
owners of those shares.
July 17, 1998
18
<PAGE>
INTENTIONALLY LEFT BLANK
19
<PAGE>
INTENTIONALLY LEFT BLANK
20
<PAGE>
INTENTIONALLY LEFT BLANK
21
<PAGE>
[landscape oriented on perforated top and proxy card]
FOR YOUR CONVENIENCE
YOU MAY FAX YOUR VOTE, TOLL-FREE, DIRECTLY TO OUR PROXY TABULATOR AT
1-888-451-8683
PLEASE BE SURE TO SIGN YOUR CARD AND FAX BOTH SIDES.
----------
[triangle] Please fold and detach card at perforation before mailing [triangle]
- --------------------------------[perforation]-----------------------------------
PROXY PROXY
PIONEER INDIA FUND PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
60 STATE STREET, BOSTON, TO BE HELD TUESDAY, SEPTEMBER 15, 1998
MASSACHUSETTS 02109
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:
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. 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 PROPOSALS.
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.
[ s i g n a t u r e b l o c k ]
Signature(s)
016,116,516,816
<PAGE>
PLEASE VOTE THIS PROXY CARD TODAY!
-----
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS.
NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE.
----------------------------------------------------------------------
[triangle] Please fold and detach card at perforation before mailing [triangle]
- --------------------------------[perforation]-----------------------------------
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
(1)To approve a change to the Fund's primary FOR AGAINST ABSTAIN
investment focus pursuant to which the [box] [box] [box] (1)
Fund will be permitted to invest
substantially all of its assets in
securities of Asian issuers, including
those in India:
FOR electing WITHHOLD
all nominees authority to [optical
(except as marked vote for all scanning
(2)To elect Trustees: to the left) nominees marker]
The nominees for Trustees are: M.K. Bush, [box] [box] (2)
J.F. Cogan, Jr., Dr. R.H. Egdahl, M.B.W.
Graham, J.W. Kendrick, M.A. Piret, D.D.
Tripple, S.K. West and J. Winthrop.
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR
MORE OF THE NOMINEES, PLEASE WRITE NOMINEE
NAME(S) ON THE LINE BELOW.
___________________________________________
FOR ALL
except as
marked to AGAINST ABSTAIN
(3)To approve amendment or elimination of the left) ALL ALL
the Fund's fundamental investment [box] [box] [box] (3)
restriction regarding:
(3a) Borrowing (3c) Loans
(3b) Pledging Assets (3d) Commodities
TO VOTE AGAINST ANY ONE OR MORE OF THE SUB-
PROPOSALS, PLEASE WRITE THE SUB-PROPOSAL(S)
ON THE LINE BELOW.
___________________________________________
(4)To ratify the selection of Arthur Andersen FOR AGAINST ABSTAIN
LLP as the Fund's independent public [box] [box] [box] (4)
accountants for the fiscal year ending
October 31, 1998:
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
016,116,516,816
<PAGE>
[ logo
PIONEER]
Pioneer India Fund
60 State Street
Boston, MA 02109
July 1998
Dear Fellow Shareowner,
I am writing to let you know that a special meeting will be held September 15,
1998 for shareowners to vote on a number of important proposals for Pioneer
India Fund (the Fund). As a shareowner in the Fund, you have the opportunity to
voice your opinion on these matters.
[callout in margin] VOTING YOUR SHARES BY MAIL IS QUICK AND EASY. EVERYTHING YOU
NEED IS ENCLOSED.
This package contains information about the proposals, along with a proxy card
for you to vote by mail. Please take a moment to read the enclosed materials and
cast your vote using the proxy card.Your prompt vote will help save money. If a
majority of shareowners have not voted prior to the meeting, we must try to
obtain their votes with additional mailings or phone solicitation. Both of these
are costly processes.
Each of the proposals has been reviewed by the Board of Trustees, whose primary
role is to protect your interests as a shareowner. In the Trustees' opinion, the
proposals are fair and reasonable. The Trustees recommend that you vote FOR each
proposal. HERE IS WHAT A FOR VOTE MEANS FOR EACH OF THE PROPOSALS.
[callout in margin] THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH
PROPOSAL.
PROPOSAL 1:
APPROVE A CHANGE TO THE FUND'S PRIMARY INVESTMENT FOCUS, allowing the Fund to
broaden its investment exposure to include countries in Asia (excluding Japan)
as well as the Indian Subcontinent. The Fund's name would change to Pioneer
Indo-Asia Fund.
If Proposal 1 is approved, the Fund's investment objective will remain long-term
capital growth. However, the Fund WOULD NOT be required to maintain a specific
percentage of its assets in any single country in the region, including India.
The Trustees believe the proposed changes will be beneficial to current
shareowners by making the Fund more competitive and more attractive to new
investors. Also, if the proposed change is approved, the Fund's adviser,
Pioneering Management Corporation, intends to reduce its annual management fee
from 1.25% to 1.10% of the Fund's average daily net assets. With these changes,
the Fund may be able to gather assets more effectively and take advantage of the
efficiencies associated with managing a larger pool of assets, such as lower
fixed expenses. The Fund would also have a broader spectrum of investments from
which to build a diversified portfolio.
[callout in margin] PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW
MANY SHARES YOU OWN.
PROPOSAL 2:
ELECT NINE TRUSTEES TO THE BOARD. The Trustees supervise the Fund's activities
and review contractual arrangements with companies that provide services to the
Fund. All of the nominees currently serve as Trustees.
[callout in margin] CAST YOUR VOTE BY COMPLETING AND SIGNING THE PROXY CARD.
PLEASE MAIL YOUR COMPLETED AND SIGNED PROXY AS QUICKLY AS POSSIBLE, USING THE
POSTAGE-PAID ENVELOPE PROVIDED.
[callout in margin] CAST YOUR VOTE BY COMPLETING AND SIGNING THE PROXY CARD.
PLEASE MAIL YOUR COMPLETED AND SIGNED PROXY AS QUICKLY AS POSSIBLE, USING THE
POSTAGE-PAID ENVELOPE PROVIDED.
PROPOSAL 3(A), 3(B), 3(C) AND 3(D):
MODERNIZE CERTAIN INVESTMENT RESTRICTIONS to conform to current standards in
place for other Pioneer funds. The Trustees believe the proposed changes are
appropriate and necessary to provide future flexibility in the Fund's investment
operations. For detail on each of the proposed changes, we encourage you to
review the Proxy Statement.
PROPOSAL 4:
RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Fund's independent public
accountants for the fiscal year ending October 31, 1998.
Please feel free to call Pioneer at 1-800-225-6292 if you have any questions
about the proposals or the process for voting your shares. Thank you for your
prompt response.
Sincerely,
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman and President
0798-5422
