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