-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BR5ypX99BZmL50O/4q4PjZQh4cunXA1hkBHeMDcOYXVcf1xL99myyDzSTPYt4ni8 lr4YasHJUhbJTEv6UXC45Q== 0000905148-04-004074.txt : 20040921 0000905148-04-004074.hdr.sgml : 20040921 20040921171418 ACCESSION NUMBER: 0000905148-04-004074 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040921 DATE AS OF CHANGE: 20040921 EFFECTIVENESS DATE: 20040921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH EUROFUND CENTRAL INDEX KEY: 0000790525 IRS NUMBER: 226410940 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-115276 FILM NUMBER: 041039813 BUSINESS ADDRESS: STREET 1: BOX 9011 CITY: PRINCETON STATE: NJ ZIP: 08543 BUSINESS PHONE: 6092823319 MAIL ADDRESS: STREET 1: P.O. BOX 9011 CITY: PRINCETON STATE: NJ ZIP: 08543-9011 FORMER COMPANY: FORMER CONFORMED NAME: MERRILL LYNCH EUROPE TRUST DATE OF NAME CHANGE: 19861203 POS EX 1 efc4-1688_formposex.txt As filed with the Securities and Exchange Commission on September 21, 2004 Securities Act File No. 333-115276 Investment Company Act File No. 811-4612 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 ------------------ FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ Pre-Effective Amendment No. [ ] Post-Effective Amendment No. 1 [X] (Check appropriate box or boxes) ------------------ Merrill Lynch EuroFund (Exact Name of Registrant as Specified in its Charter) ------------------ (609) 282-2800 (Area Code and Telephone Number) ------------------ 800 Scudders Mill Road Plainsboro, New Jersey 08536 (Address of Principal Executive Offices: Number, Street, City, State, Zip Code) ------------------ Terry K. Glenn Merrill Lynch EuroFund 800 Scudders Mill Road, Plainsboro, New Jersey 08536 Mailing Address: P.O. Box 9011, Princeton, New Jersey 08543-9011 (Name and Address of Agent for Service) ------------------
Copies to: Frank P. Bruno, Esq. Andrew J. Donohue, Esq. Joel H. Goldberg, Esq. Sidley Austin Brown & Wood LLP Merrill Lynch Investment Managers, L.P. Shearman & Sterling LLP 787 Seventh Avenue P.O. Box 9011 599 Lexington Avenue New York, New York 10019 Princeton, New Jersey 08543-9011 New York, NY 10022 ------------------
Title of Securities Being Registered: Common Stock, Par Value $.10 per share. No filing fee is required because of reliance on Section 24(f) under the Investment Company Act of 1940. This Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 (File No. 333-115276) (the "N-14 Registration Statement") consists of the following: (1) Facing Sheet of this Registration Statement. (2) Part C of this Registration Statement (including signature page). Parts A and B to the N-14 Registration Statement are unchanged from the Proxy Statement and Prospectus included in Pre-Effective Amendment No. 1 to the N-14 Registration Statement filed on May 7, 2004. This Post-Effective Amendment No. 1 to the N-14 Registration Statement is being filed solely to file a tax opinion of Sidley Austin Brown & Wood LLP, tax counsel for the Registrant and Merrill Lynch Pan-European Growth Fund, a series of Mercury Funds, Inc. ("Pan-European Growth"), as Exhibit 12 to the N-14 Registration Statement. The tax opinion relates to the reorganization of Pan-European Growth into the Registrant. 2 PART C OTHER INFORMATION Item 15. Indemnification. Section 5.3 of the Registrant's Declaration of Trust provides as follows: "The Trust shall indemnify each of its Trustees, officers, employees and agents (including persons who serve at its request as directors, officers or trustees of another organization in which it has any interest as a shareholder, creditor or otherwise) against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties and as counsel fees) reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a trustee, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated to have acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his duties; provided, however, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Trust shall have received a written opinion from independent legal counsel approved by the Trustees to the effect that if either the matter of willful misfeasance, gross negligence or reckless disregard of duty, or the matter of good faith and reasonable belief as to the best interest of the Trust, had been adjudicated, it would have been adjudicated in favor of such person. The rights accruing to any person under these provisions shall not exclude any other right to which he may be lawfully entitled; provided that no person may satisfy any right in indemnity or reimbursement granted herein or in Section 5.1 or to which he may be otherwise entitled except out of the property of the Trust, and no Shareholder shall be personally liable to any person with respect to any claim for indemnity or reimbursement or otherwise. The Trustees may make advance payments in connection with indemnification under this Section 5.3, provided that the indemnified person shall have given a written undertaking to reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification." Insofar as the conditional advancing of indemnification moneys for actions based upon the Investment Company Act of 1940, as amended (the "Investment Company Act"), may be concerned, such payments will be made only on the following conditions: (i) the advances must be limited to amounts used, or to be used, for the preparation or presentation of a defense to the action, including costs connected with the preparation of a settlement; (ii) advances may be made only upon receipt of a written promise by, or on behalf of, the recipient to repay that amount of the advance which exceeds the amount which it is ultimately determined that he is entitled to receive from the Registrant by reason of indemnification; and (iii) (a) such promise must be secured by a surety bond, other suitable insurance or an equivalent form of security which assures that any repayments may be obtained by the Registrant without delay or litigation, which bond, insurance or other form of security must be provided by the recipient of the advance, or (b) a majority of a quorum of the Registrant's disinterested, non-party Trustees, or an independent legal counsel in a written opinion, shall determine, based upon a review of readily available facts that the recipient of the advance ultimately will be found entitled to indemnification. In Section 9 of the Distribution Agreement relating to the securities being offered hereby, the Registrant agrees to indemnify the Distributor and each person, if any, who controls the Distributor within the meaning of the Securities Act, against certain types of civil liabilities arising in connection with the Registration Statement or Prospectus and Statement of Additional Information. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Trustees, officers and controlling persons of the Registrant and the principal underwriter pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer, or controlling person of the Registrant and the principal underwriter in connection with the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person or the principal underwriter in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. C-1 Item 16. Exhibits. Exhibit Number Description 1(a) -- Declaration of Trust of the Registrant, dated March 11, 1986.(a) (b) -- Amendment to Declaration of Trust of the Registrant, dated May 19, 1986.(a) (c) -- Amendment to Declaration of Trust of the Registrant, dated December 15, 1986.(a) (d) -- Instrument establishing Class A shares and Class B shares of the Registrant, dated October 3, 1988.(a) (e) -- Certification of Amendment to Declaration of Trust and Establishment and Designation of Classes, dated October 17, 1994.(a) (f) -- Certificate of Amendment to Declaration of Trust.(n) (g) -- Establishment and Designation of Classes dated December 13, 2002.(o) (h) -- Establishment and Designation of Classes dated March 18, 2003.(q) 2 -- Amended and Restated By-Laws of the Registrant. 3 -- Not applicable. 4 -- Form of Agreement and Plan of Reorganization by and among the Registrant, Mercury Master Trust on behalf of Merrill Lynch Master Pan-European Growth Portfolio, a series of Mercury Master Trust, and Mercury Funds, Inc., on behalf of Merrill Lynch Pan-European Growth Fund ("Pan-European Growth"), a series of Mercury Funds, Inc. (h) 5 -- Portions of the Declaration of Trust and the By-Laws of the Registrant defining the rights of shareholders.(b) 6(a) -- Management Agreement between the Registrant and Merrill Lynch Investment Managers, L.P. (the "Manager"), dated December 19, 1986.(c) (b) -- Supplement to the Management Agreement between the Registrant and the Manager, dated January 3, 1994.(n) (c) -- Sub-Advisory Agreement between the Manager and Merrill Lynch Asset Management U.K. Limited, dated April 29, 1988.(c) 7 -- Form of Distribution Agreement between the Registrant and FAM Distributors, Inc. (the "Distributor").(d) 8 -- None. 9 -- Form of Custody Agreement between the Registrant and Brown Brothers Harriman & Co.(f) 10(a) -- Amended and Restated Class A Distribution Plan.(e) (b) -- Form of Amended and Restated Class B Distribution Plan.(i) (c) -- Form of Amended and Restated Class C Distribution Plan.(i) (d) -- Form of Class R Distribution Plan.(j) (e) -- Revised Merrill Lynch Select PricingSM System Plan pursuant to Rule 18f-3.(e) 11 -- Opinion of Bingham, McCutchen LLP, Massachusetts counsel. 12 -- Tax opinion of Sidley Austin Brown & Wood LLP, tax counsel for the Registrant and Pan-European Growth Fund. 13(a) -- Not applicable. (b) -- Form of Administrative Services Agreement between the Registrant and State Street Bank and Trust Company.(g) (c) -- Not applicable. (d)(1) -- Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement between the Registrant and Financial Data Services, Inc.(c) (d)(2) -- Amendment to the Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement dated July 1, 2001.(n) (d)(3) -- Amendment to the Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement dated January 1, 2003.(n) (e) -- Amended and Restated Credit Agreement between the Registrant and a syndicate of banks.(m) C-2 (f) -- Form of Second Amended and Restated Credit Agreement between the Registrant, a syndicate of banks and certain other parties.(k) (g) -- Form of Third Amended and Restated Credit Agreement between the Registrant, a syndicate of banks and certain other parties.(l) (h) -- Form of Fourth Amended and Restated Credit Agreement between the Registrant, a syndicate of banks and certain other parties.(p) 14(a) -- Consent of Deloitte & Touche LLP, independent auditors for the Registrant. (b) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Pan-European Growth Fund. 15 -- Not applicable. 16 -- Power of Attorney. 17(a) -- Prospectus and Statement of Additional Information of the Registrant dated February 26, 2004. (b) -- Prospectus and Statement of Additional Information of Merrill Lynch Pan-European Growth Fund each dated September 17, 2003. (c) -- Annual Report to Shareholders of the Registrant for the year ended October 31, 2003. (d) -- Annual Report to Stockholders of Merrill Lynch Pan-European Growth Fund for the year ended May 31, 2003. (e) -- Form of Proxy. (f) -- Semi-Annual Report of Merrill Lynch Pan-European Growth Fund for the six months ended November 30, 2003. - --------------------------------- (a) Incorporated by reference to Exhibits 1(a), 1(b), 1(c), 1(d), 1(e) and 2(b) to Post-Effective Amendment No. 11 to the Registrant's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (the "Securities Act") (File No. 33-4026) (the "Registration Statement"), filed on February 27, 1995. (b) Reference is made to Article I, Article II (Sections 2.2, 2.3, 2.4 and 2.7), Article III (Sections 3.1 and 3.4), Article IV (Sections 4.1, 4.3 and 4.4), Article V (Sections 5.1, 5.2, 5.3 and 5.5), Article VI (Sections 6.2, 6.3, 6.4, 6.5, 6.7 and 6.8), Article VII (Section 7.1), Article VIII (Sections 8.1, 8.2 and 8.3), Article IX (Section 9.2), Article X, Article XI (Sections 11.3, 11.4 and 11.5) and Article XII (Section 12.6) of the Registrant's Declaration of Trust, as amended, filed as Exhibits 1(a), 1(b), 1(c), 1(d), 1(e) and 1(f) to the Registration Statement; and Article I, Article V and Article VI of the Registrant's By-Laws filed as Exhibit 2 to the Registration Statement. (c) Incorporated by reference to Exhibits 4(a), 4(c), 8(a)(1) and 12 to Post-Effective Amendment No. 12 to the Registration Statement filed on February 27, 1996. (d) Incorporated by reference to Exhibit 5 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Americas Income Fund, Inc (File No. 33-64398) filed on June 21, 2000. (e) Incorporated by reference to Exhibits 13(a) and 14 to Post-Effective Amendment No. 37 to the Registration Statement Form N-1A of Merrill Lynch Pacific Fund, Inc. (File No. 2-56978), filed on April 17, 2003. (f) Incorporated by reference to Exhibit 7 to Amendment No. 2 to the Registration Statement on Form N-1A of Master Large Cap Series Trust (File No. 811-09739), filed on January 30, 2002. (g) Incorporated by reference to Exhibit 8(d) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A of Merrill Lynch Focus Twenty Fund, Inc. (File No. 333-89775) filed on March 20, 2001. (h) Included as Exhibit I to the Proxy Statement and Prospectus contained in the Registration Statement. (i) Incorporated by reference to Exhibit 13 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Americas Income Fund, Inc. (File No. 33-64398), filed on June 21, 2000. (j) Incorporated by reference to Exhibit 13(d) to Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A of Merrill Lynch Basic Value Fund, Inc. (File No. 2-58521), filed on December 20, 2002. (k) Incorporated by reference to Exhibit (b)(2) to the Issuer Tender Offer Statement on Schedule TO of Merrill Lynch Senior Floating Rate Fund, Inc. (File No. 333-39857), filed on December 14, 2001. C-3 (l) Incorporated by reference to Exhibit (b)(3) to the Issuer Tender Offer Statement on Schedule TO of Merrill Lynch Senior Floating Rate Fund, Inc. (File No. 333-15973), filed on December 13, 2002. (m) Incorporated by reference to Exhibit (b) to the Issuer Tender Offer Statement on Schedule TO of Merrill Lynch Senior Floating Rate Fund, Inc. (File No. 333-15973) filed on December 14, 2000. (n) Incorporated by reference to Exhibit 1(f), 4(b), 8(a)(2) and 8(a)(3) to Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A of Merrill Lynch EuroFund (File No. 33-4026), filed on February 25, 2003. (o) Incorporated by reference to Exhibit 1(g) to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A of Merrill Lynch EuroFund (File No. 33-4026), filed on December 27, 2002. (p) Incorporated by reference to Exhibit 8(c)(4) to Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A of Merrill Lynch Global Growth Fund, Inc. (File No. 333-32899), filed on December 4, 2003. (q) Incorporated by reference to Exhibit 1(h) to Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A of Merrill Lynch EuroFund (File No. 33-4026), filed on February 26, 2004. * To be filed by post-effective amendment. Item 17. Undertakings. (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through use of a prospectus which is part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them. (3) The Registrant undertakes to file, by post-effective amendment, an opinion of counsel as to certain tax matters, within a reasonable time after receipt of such opinion. C-4 SIGNATURES As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the Township of Plainsboro and State of New Jersey, on the 21st day of September, 2004. MERRILL LYNCH EUROFUND (Registrant) By: /s/ DONALD C. BURKE (Donald C. Burke, Vice President and Treasurer) As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- TERRY K. GLENN* President (Principal Executive - -------------- Officer) and Trustee (Terry K. Glenn) DONALD C. BURKE* Vice President and Treasurer - --------------- (Principal Financial (Donald C. Burke) and Accounting Officer) RONALD W. FORBES* Trustee - ---------------- (Ronald W. Forbes) CYNTHIA A. MONTGOMERY* Trustee - --------------------- (Cynthia A. Montgomery) KEVIN A. RYAN* Trustee - ------------- (Kevin A. Ryan) ROSCOE S. SUDDARTH* Trustee - ------------------ (Roscoe S. Suddarth) RICHARD R. WEST* Trustee - --------------- (Richard R. West) EDWARD D. ZINBARG* Trustee - ----------------- (Edward D. Zinbarg) * This Registration Statement has been signed by each of the persons so indicated by the undersigned as Attorney-in-Fact. * By: /s/ DONALD C. BURKE September 21, 2004 --------------------- (Donald C. Burke, Attorney-in-Fact)
EXHIBIT INDEX Exhibit Number Description - ------- ----------- 12 -- Tax opinion of Sidley Austin Brown & Wood LLP, tax counsel for the Registrant and Pan-European Growth. EX-12 2 efc4-1688_ex12.txt Exhibit 12 SIDLEY AUSTIN BROWN & WOOD LLP BEIJING 787 SEVENTH AVENUE LOS ANGELES ---- NEW YORK, NEW YORK 10019 ---- BRUSSELS TELEPHONE 212 839 5300 NEW YORK ---- FACSIMILE 212 839 5599 ---- CHICAGO www.sidley.com SAN FRANCISCO ---- ---- DALLAS FOUNDED 1866 SHANGHAI ---- ---- GENEVA SINGAPORE ---- ---- HONG KONG TOKYO ---- ---- LONDON WASHINGTON, D.C. August 23, 2004 Merrill Lynch EuroFund 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch Pan-European Growth Fund, a series of Mercury Funds, Inc. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Re: Reorganization of Merrill Lynch Pan-European Growth Fund, a series of Mercury Funds, Inc. and Merrill Lynch EuroFund ---------------------------------------------------------- Ladies and Gentlemen: You have requested our opinion as to certain Federal income tax consequences of the acquisition by Merrill Lynch EuroFund ("EuroFund") of substantially all of the assets of, and the assumption by EuroFund of substantially all of the liabilities of, Merrill Lynch Pan-European Growth Fund ("Pan-European Growth"), a series of Mercury Funds, Inc. and the simultaneous distribution of newly issued shares of beneficial interest, par value $.10 per share, to the stockholders of Pan-European Growth in exchange for such stockholders' shares of common stock, with a par value of $.0001 per share, of Pan-European Growth (the "Reorganization"). Pan-European Growth is a "feeder" fund that invests all of its assets in a "master" portfolio, Merrill Lynch Master Pan-European Growth Portfolio ("Master Pan-European Growth"), a series of Mercury Master Trust. The Reorganization will comprise (i) the acquisition by Pan-European Growth of substantially all of the assets and assumption of substantially all of the liabilities of its master portfolio, Master Pan-European Growth, in exchange for all of Pan-European Growth's beneficial interests in Master Pan-European Growth; (ii) the acquisition by EuroFund of substantially all of the assets and assumption of substantially all of the liabilities of Pan-European Growth, in exchange for shares of beneficial interest of EuroFund, and (iii) the subsequent distribution by Pan-European Growth of the shares of beneficial interest of EuroFund to its stockholders in liquidation. After the Reorganization, Pan-European Growth will cease to operate, will have no assets remaining, will have final Federal and state (if any) tax returns filed on its behalf and will be terminated as a series of Mercury Funds, Inc. This opinion letter is furnished pursuant to (i) the section entitled "The Reorganization-Terms of the Agreement and Plan-Amendments and Conditions" in the Joint Proxy Statement and Prospectus, which is part of the Registration Statement on Form N-14 (File No. 333-115276) of EuroFund, as amended to date (the "N-14 Registration Statement") which became effective on June 5, 2004, and (ii) Sections 9(h) and 11(h) of the Agreement and Plan of Reorganization, dated as of June 4, 2004, by and between EuroFund, Master Pan-European Growth and Pan-European Growth (the "Plan"). All terms used herein, unless otherwise defined, are used as defined in the Plan. In rendering our opinion, we have reviewed and relied upon (a) the Plan, (b) the N-14 Registration Statement and (c) certain representations concerning the Reorganization made by Pan-European Growth, Master Pan-European Growth and EuroFund in letters dated August 23, 2004 (the "Representations"). Based upon current law, including cases and administrative interpretations thereof and on the reviewed materials listed above, it is our opinion that: 1. Pursuant to Treasury Regulation section 301.7701-3(b)(1), the existence of Master Pan-European Growth as an entity independent of Pan-European Growth is disregarded for Federal income tax purposes and, therefore, the transfer of the assets and liabilities of Master Pan-European Growth to Pan-European Growth in return for all of Pan-European Growth's beneficial interests in Master Pan-European Growth will have no Federal income tax consequences; 2. The acquisition by EuroFund of substantially all of the assets of Pan-European Growth, as described in the Plan, will constitute a reorganization within the meaning of section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the "Code"), and EuroFund and Pan-European Growth will each be a "party" to a reorganization within the meaning of section 368(b) of the Code. 3. In accordance with section 361(a) of the Code, Pan-European Growth will not recognize any gain or loss either on the transfer of substantially all of its assets to EuroFund in exchange solely for shares of beneficial interest of EuroFund or on the simultaneous distribution of shares of beneficial interest of Euro Fund to the stockholders of Pan-European Growth. 4. In accordance with section 1032 of the Code, EuroFund will recognize no gain or loss as a result of the Reorganization. 5. In accordance with section 354(a)(1) of the Code, stockholders of Pan-European Growth will recognize no gain or loss on the exchange of their shares of common stock of Pan-European Growth solely for shares of beneficial interest of EuroFund. 6. The basis of the assets of Pan-European Growth received by EuroFund will be the same as the basis of such assets to Pan-European Growth immediately before the consummation of the Reorganization in accordance with section 362(b) of the Code. 7. In accordance with section 358 of the Code, immediately after the Reorganization, the basis of the shares of beneficial interest of EuroFund received by stockholders of Pan-European Growth (including fractional shares to which they may be entitled) will be the same as the basis of their shares of common stock of Pan-European Growth exchanged pursuant to the Reorganization. 8. In accordance with section 1223 of the Code, the holding period of the shares of beneficial interest of EuroFund received in the Reorganization (including fractional shares) will include the holding period of the shares of common stock of Pan-European Growth exchanged pursuant to the Reorganization, provided that such shares of common stock were held as a capital asset on the date of the Reorganization. 9. The holding period of the assets acquired by EuroFund from Pan-European Growth will include the period during which such assets were held by Pan-European Growth in accordance with section 1223 of the Code. 10. Pursuant to section 381(a) of the Code and section 1.381(a)-1 of the Income Tax Regulations, EuroFund will succeed to and take into account the items of Pan-European Growth described in section 381(c) of the Code, subject to the provisions and limitations specified in sections 381, 382, 383 and 384 of the Code and the regulations thereunder. Under section 381(b) of the Code, the tax year of Pan-European Growth will end on the date of the Reorganization. Our opinion represents our best legal judgment with respect to the proper Federal income tax treatment of the Reorganization, based on the facts contained in the Plan, the N-14 Registration Statement and the Representations. Our opinion assumes the accuracy of the facts as described in the Plan, the N-14 Registration Statement and the Representations and could be affected if any of the facts as so described are inaccurate. We are furnishing this opinion letter to the addressees hereof, solely for the benefit of such addressees in connection with the Reorganization. This opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose. Very truly yours, /s/ Sidley Austin Brown & Wood LLP -----END PRIVACY-ENHANCED MESSAGE-----