-----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, UbmgWdOMiHqLwVuJiS+N1GB9DZN/IODkuheLB1q9LlZjmqhxHW56G7kMEXe92jbZ KfMh1Dg+S+TWjptkt5lLmQ== 0000866707-05-000020.txt : 20050628 0000866707-05-000020.hdr.sgml : 20050628 20050628171929 ACCESSION NUMBER: 0000866707-05-000020 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050628 DATE AS OF CHANGE: 20050628 EFFECTIVENESS DATE: 20050628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER EUROPE SELECT EQUITY FUND CENTRAL INDEX KEY: 0000866707 IRS NUMBER: 043098861 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-119868 FILM NUMBER: 05921836 BUSINESS ADDRESS: STREET 1: 60 STATE ST -13TH FL CITY: BOSTON STATE: MA ZIP: 02109-1820 BUSINESS PHONE: 6175178909 MAIL ADDRESS: STREET 1: 60 STATE ST STREET 2: 13TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER EUROPE FUND DATE OF NAME CHANGE: 19920703 POS EX 1 efposex062805.txt POST-EFFECTIVE AMENDEMENT NO. 1 TO FORM N-14 REG. STATEMENT As filed with the Securities and Exchange Commission on June 28, 2005 File No. 333-119868 United States 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___ (Check appropriate box or boxes) PIONEER EUROPE FUND (Exact Name of Registrant as Specified in Charter) (617) 742-7825 (Area Code and Telephone Number) 60 State Street, Boston, Massachusetts 02109 (Address of Principal Executive Offices: Number, Street, City, State, Zip Code) Dorothy E. Bourassa, Esq. Pioneer Investment Management, Inc. 60 State Street Boston, Massachusetts 02109 (Name and Address of Agent for Service) Copies to: David C. Phelan, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 There have been no changes to the proxy statement/prospectus or statement of additional information as filed in Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 (File No. 333-119868) as filed with the Commission on May 11, 2005 (Accession No. 0001016964-05-000227). PART C OTHER INFORMATION PIONEER EUROPE FUND ITEM 15. INDEMNIFICATION Except for the Agreement and Declaration of Trust, dated June 22, 1990, as amended from time to time, the "Declaration"), establishing the Fund as a statutory trust under Massachusetts law, there is no contract, arrangement or statute under which any Trustee, officer, underwriter or affiliated person of the Fund is insured or indemnified. The Declaration provides that every person who is, or has been, a Trustee or an officer, employee or agent of the Fund shall be indemnified by the Fund or the appropriate Fund series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or preceeding in which he becomes involved as party or otherwise by virtue of his being or having been a Trustee, officer, employee or agent and against amounts paid or incurred by him in the settlement thereof. Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the "1933 Act"), may be abailable to Trustees, officers and controlling persons of the Fund pursuant to the foregoing provisions, or otherwise, the Fund has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is therefore, unenforcable. In the event that a claim for indemnification against such liabilities (other than the payment by the Fund or expenses incurred or paid by a Trustee, officer or controlling person of the Fund in the successful defense of any action, suit or preceeding) is asseted by such Trustt, officer or controlling person in connection with the securities being registered, the Fund 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 1933 Act and will be governed by the final adjudication of such issue. ITEM 16. EXHIBITS (1)(a) Amended and Restated Agreement and Declaration of Trust (1) (1)(b) Establishment of Designation of Classes (1) (1)(c ) Establishment of Designation of Classes (2) (1)(d) Establishment of Designation of Class R Shares (5) (2) Amended and Restated By-Laws (1) (3) Not applicable (4) Form of Agreement and Plan of Reorganization (7) (5) Reference is made to Exhibits (1) and (2) hereof (6) Management Contract between the Fund and Pioneer Investment Management, Inc. (4) (7) Underwriting Agreement with Pioneer Funds Distributor, Inc. (4) (8) Not applicable (9) Custodian Agreement dated January 14, 1992 between the Fund and Brown (6) Brothers Harriman & Co. (10)(a) Multiple Class Plan pursuant to rule 18f-3 (5) (10)(b) Distribution Plan relating to Class A (3) (10)(c) Distribution Plan relating to Class B (4) (10)(d) Distribution Plan relating to Class C (1) (10)(e) Distribution Plan relating to Class R (5) (10)(f) Service Plan relating to Class R Shares (5) (10)(g) Dealer Sales Agreement (6) (10)(h) Expense Limit Agreement. (8) (11) Opinion of Counsel (legality of securities being offered) (8) (12) Opinion as to tax matters and consent (*) (13)(a) Investment Company Service Agreement (6) (13)(b) Administration Agreement Between the Fund and Pioneer Investment Management, (6) Inc. (formerly Pioneering Management Corporation) (14) Consent of Independent Registered Public Accounting Firm (8) (15) Not Applicable (16) Power of Attorney (6) (17)(a) Code of Ethics (6) (17)(b) Form of Proxy Card (7) N/A Power of Attorney (8) (1) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 5 to the Registration Statement (File Nos. 33-36265; 811-06151) as filed with the Securities and Exchange Commission (the "SEC") on February 28, 1996 (Accession No. 0000866707-96-000002). (2) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 8 to the Registration Statement (File Nos. 33-36265; 811-06151)as filed with the SEC on July 1, 1998(Accession No. 0000866707-98-000012). (3) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No.13 to the Registration Statement (File Nos. 33-36265; 811-06151) as filed with the SEC on March 1, 2001(Accession No. 0000866707-01-000004). (4) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No.15 to the Registration Statement (File Nos. 33-36265; 811-06151) as filed with the SEC on March 1, 2002 (Accession No. 0000866707-02-000004). (5) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No.16 to the Registration Statement (File Nos. 33-36265; 811-06151) as filed with the SEC on January 10, 2003 (Accession No. 0000866707-03-000003). (6) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 18 to the Registration Statement (File Nos. 33-36265; 811-06151) as filed with the SEC on March 1, 2004 (Accession No. 0000869356-04-000010). (7) Previously filed. Incorporated herein by reference from the exhibits filed with the Registrant's initial Registration Statement on Form N-14 (File No. 333-119868) as filed with the SEC on October 21, 2004 (Accession No. 0001016964-04-000412). (8) Previously filed. Incorporated herein by reference from the exhibits filed with the Registrant's Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 (File No. 333-119868) as filed with the Commission on May 11, 2005 (Accession No. 0001016964-05-000227). (*) Filed herewith. ITEM 17. UNDERTAKINGS. (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this Registration Statement by any person or party which is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the 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, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. (3) The undersigned Registrant agrees to file a post-effective amendment at the closing of the reorganization, for the purpose of filing the final tax opinion by Wilmer Cutler Pickering Hale and Dorr LLP, and consent of counsel pursuant to Rule 436 of the Secuties Act of 1933. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form N-14 has been signed on behalf of the Registrant, in the City of Boston and the Commonwealth of Massachusetts, on the 28th day of June, 2005. Pioneer Europe Fund By: /s/ Osbert M. Hood ------------------------------------ Osbert M. Hood Executive Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date * Chairman of the Board, Trustee, June 28, 2005 - --------------------------- and President John F. Cogan, Jr. (Principal Executive Officer) * Chief Financial Officer and June 28, 2005 - --------------------------- Treasurer (Principal Vincent Nave Financial and Accounting Officer * - ---------- Trustees: Davide R. Bock Trustee June 28, 2005 * - ---------- Mary K. Bush Trustee June 28, 2005 * - ---------- Margaret B.W. Graham Trustee June 28, 2005 * - ---------- /s/ Osbert M. Hood Osbert M. Hood Trustee June 28, 2005 * - ---------- Marguerite A. Piret Trustee June 28, 2005 * - ---------- Steven K. West Trustee June 28, 2005 * - ---------- John Winthrop Trustee June 28, 2005 * - ---------- * By: /s/ Osbert M. Hood June 28, 2005 -------------------------------------------- Osbert M. Hood, Attorney-in-Fact EXHIBIT INDEX The following exhibits are filed as part of this Registration Statement: Exhibit No. Description (12) Opinion as to tax matters and consent EX-1 3 eftaxopinion.txt OPINION AS TO TAX MATTERS WILMER CUTLER PICKERING HALE AND DORR LLP David C. Phelan 60 State Street Boston, MA 02109 + 1 617 526 6372 + 1 617 526 5000 fax david.phelan@wilmerhale.com June 24, 2005 Pioneer Europe Fund 60 State Street Boston, Massachusetts 02109 Pioneer Europe Select Fund 60 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of May 13, 2005 by and between Pioneer Europe Fund ("Acquiring Fund") and Pioneer Europe Select Fund ("Acquired Fund"). Pursuant to the Agreement, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for (i) the assumption by Acquiring Fund of all of the liabilities of Acquired Fund (the "Acquired Fund Liabilities"), and (ii) the issuance of Class A shares, Class B shares, and Class C shares of beneficial interest of Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring Fund Shares to the shareholders of Acquired Fund and the termination of Acquired Fund (the foregoing together constituting the "Transaction"). All section references, unless otherwise indicated, are to the United States Internal Revenue Code of 1986, as amended (the "Code"). In rendering this opinion, we have examined and relied upon (i) the prospectus for Acquiring Fund dated March 1, 2005; (ii) the statement of additional information for Acquiring Fund dated March 1, 2005; (iii) the prospectus for Acquired Fund dated December 3, 2005; (iv) the statement of additional information for Acquired Fund dated December 3, 2005; (v) the Notice of Special Meeting of Shareholders Scheduled for June 21, 2005 and the accompanying proxy statement and prospectus on Form N-14; (vi) the Agreement; (vii) the tax representation certificates delivered pursuant to the Agreement and relevant to this opinion (the "Representation Certificates"); and (viii) such other documents as we deemed necessary or relevant to our analysis. In our examination of documents, we have assumed, with your permission, the authenticity of original documents, the accuracy of copies, the genuineness of signatures, the legal capacity of signatories, and the proper execution of documents. We have further assumed, with your permission, that (i) all parties to the Agreement and to any other documents examined by us have acted, and will act, in accordance with the terms of such Agreement and documents and that the Transaction will be consummated pursuant to the terms and conditions set forth in the Agreement without the waiver or modification of any such terms and conditions; (ii) all representations contained in the Agreement, as well as BALTIMORE BEIJING BERLIN BOSTON BRUSSELS LONDON MUNICH NEW YORK NORTHERN VIRGINIA OXFORD WALTHAM WASHINGTON Pioneer Europe Fund Pioneer Europe Select Fund June 24, 2005 Page 2 those representations contained in the Representation Certificates are, on the date hereof, and will be, at the consummation of the Transaction and thereafter as relevant, true and complete; (iii) any representation made in any of the documents referred to herein "to the knowledge and belief" (or similar qualification) of any person or party is, and at the consummation of the Transaction will be, correct without such qualification; and (iv) as to all matters for which a person or entity has represented that such person is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. We have not attempted to verify independently any of the above assumptions or representations, but in the course of our representation, nothing has come to our attention that would cause us to question the accuracy thereof. The conclusions expressed herein represent our judgment as to the proper treatment of the Transaction under the income tax laws of the United States based upon the relevant provisions of the Code, the Treasury Regulations promulgated thereunder, and interpretations of the foregoing as expressed in court decisions, rulings and other pronouncements of the Internal Revenue Service (the "IRS"), and other administrative determinations, all as in effect on the date of this opinion. We cannot give any assurance that such laws will not be amended or otherwise changed after the consummation of the Transaction or that any such changes will not affect the conclusions expressed herein. We undertake no obligation to update or supplement this opinion to reflect any changes in law that may occur. Our opinion represents our best judgment of how a court would decide if presented with the issues addressed herein and is not binding upon the IRS or any court. Thus, no assurance can be given that a position taken in reliance on our opinion will not be challenged by the IRS or rejected by a court. This opinion is limited to the specific United States federal income tax consequences of the Transaction set forth below. It does not address any other federal, state, local, or foreign income, estate, gift, transfer, sales, use, or other tax consequences that may result from the Transaction or any other transaction , including any transaction undertaken in connection with the Transaction. This opinion may not apply to certain classes of taxpayers, including without limitation shareholders who are not citizens or residents of the United States, insurance companies, tax-exempt organizations, financial institutions, dealers in securities or foreign currencies, or persons who hold their shares as part of a straddle or conversion transaction. On the basis of and subject to the foregoing and in reliance upon the representations, facts and assumptions described above, we are of the opinion that the acquisition by Acquiring Fund of the assets of Acquired Fund solely in exchange for the issuance of Acquiring Fund Shares to Acquired Fund and the assumption of the Acquired Fund Liabilities by Acquiring Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired Fund, of Acquiring Fund Shares to Acquired Fund shareholders in exchange for their Acquired Fund Shares and the termination of Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code. Pioneer Europe Fund Pioneer Europe Select Fund June 24, 2005 Page 3 As indicated above, our opinion is based solely on the documents that we have examined, including without limitation the Representation Certificates and the assumptions described herein. If any of the facts or representations contained in such documents is, or later becomes, inaccurate in any material respect, or if any of the assumptions we have made is, or later becomes, unfounded in any material respect, our opinion may be adversely affected and may not be relied upon. This opinion is being delivered to you solely in connection with the closing condition set forth in Section 9.5 of the Agreement. This opinion is intended solely for the benefit of you and the shareholders of the Acquired Fund and it may not be relied upon for any other purpose or by any other person or entity, and may not be made available to any other person or entity, without our prior written consent. Very truly yours, WILMER CUTLER PICKERING HALE AND DORR LLP By: /s/ Roger M. Ritt ------------------------- Roger M. Ritt, Partner -----END PRIVACY-ENHANCED MESSAGE-----