As filed with the Securities and Exchange Commission on October 21, 2004
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. ______
(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
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement under the Securities Act of 1933.
Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is due because of reliance on Section 24(f) of the Investment Company Act of
1940, which permits registration of an indefinite number of securities.
Title of Securities Being Registered: Shares of beneficial interest of the
Registrant.
It is proposed that this registration statement will become effective on
November 20, 2004 pursuant to Rule 488 under the Securities Act of 1933.
IMPORTANT INFORMATION
Dear Fellow Shareholder:
I am writing to ask that you vote in favor of an important proposal that
will affect your investment in Pioneer Europe Select Fund ("Europe Select
Fund"). Your fund's investment adviser, Pioneer Investment Management, Inc.,
manages two mutual funds that focus on European equity securities, your fund and
Pioneer Europe Fund ("Europe Fund"). The enclosed combined prospectus/proxy
statement contains information about a proposal to reorganize your fund into
Europe Fund. If approved, you would become a shareholder of Europe Fund and
would receive shares of Europe Fund equal in value to the value of your shares
in Europe Select Fund. In connection with the reorganization, Europe Fund will
be renamed "Pioneer Europe Select Equity Fund" and adopt investment policies
that are identical to your fund's investment policies. The result will be that
you become a shareholder of a fund the investment goals and focus of which are
the same as your fund, but which is substantially larger in size. Our hope is
that this will enable the fund to invest more efficiently and to have the
potential to realize expense savings in the future. Although Europe Fund will be
the legal successor of the reorganization, the combined fund will retain the
historical financial statements and investment performance of your fund.
WHY IS THE REORGANIZATION BEING PROPOSED?
The trustees of your fund believe that reorganizing your fund into Europe
Fund offers you potential benefits, including the opportunity to be part of a
fund with a larger asset size that may be better positioned in the market to
increase asset size and achieve economies of scale. The larger portfolio of the
combined funds may enable it to achieve better net prices on securities trades.
In addition, each fund incurs substantial operating costs for insurance,
accounting, legal, and custodial services. The combination of the funds is not
expected to reduce expenses immediately but should increase the potential for
cost savings in the future as the fixed expenses are spread over a larger pool
of assets, reducing expenses on a per share basis.
NO IMPACT ON FUND'S FEES AND EXPENSES
No increase in management fees will result from the reorganization.
Pioneer currently limits your fund's ordinary operating expense to 1.75%
pursuant to an agreement with your fund. After the reorganization, Pioneer will
voluntarily limit the combined fund's ordinary operating expenses to 1.75%.
During the past year, Pioneer has been voluntarily further limiting your fund's
expenses and will not continue that practice. This expense limitation agreement
for the combined fund is voluntary and Pioneer may eliminate it at any time in
the future. However, because the combined fund will be larger, its gross
expenses per share is anticipated to be much lower than your fund's gross
expenses.
YOUR VOTE MATTERS
After careful consideration, your fund's trustees have unanimously approved
the reorganization of Europe Select Fund into Europe Fund. The enclosed combined
prospectus/proxy statement contains further explanation and important details
about the reorganization, which I strongly encourage you to read before voting.
If approved by the shareholders, the reorganization is scheduled to take place
at the close of business on [ ], 2004.
Your vote makes a difference, no matter what the size of your investment.
Please review the enclosed proxy materials and submit your vote promptly to help
us avoid the need for additional mailings. For your convenience, you may vote
one of three ways: via telephone by calling 1-[800-622-3265]; via mail by
returning the enclosed voting card; or via the Internet by visiting
www.pioneerinvest.com and selecting the [shareholder entryway]. If you have any
questions or need additional information, please contact a Pioneer Customer
Service Representative at 1-800-622-3265 between [8:00 A.M. and 8:00 P.M.]
Boston time. I thank you for your prompt vote on this matter.
Sincerely,
Osbert Hood
President and Chief Executive Officer
Pioneer Investment Management, Inc.
PIONEER EUROPE SELECT FUND
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR [ ], 2004
This is the formal agenda for your fund's shareholder meeting. It tells you
what matters will be voted on and the time and place of the meeting, in case you
want to attend in person.
A special shareholder meeting for the fund will be held at the offices of
Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, 26th Floor, Boston,
Massachusetts on [ ], [ ], 2004, at [ ], Boston time, to consider the following:
1 A proposal to approve an Agreement and Plan of Reorganization between
Pioneer Europe Select Fund ("your fund" or "Europe Select Fund") and
Pioneer Europe Fund ("Europe Fund"). Under this agreement, your fund would
transfer all of its assets to Europe Fund in exchange for Class A, B and C
shares of Europe Fund. Class A, B and C shares of Europe Fund will be
distributed to your fund's shareholders in proportion to their Class A, B
and C holdings on the reorganization date. Your fund would also assume
Europe Fund's liabilities. In conjunction with the reorganization, Europe
Fund would be renamed "Pioneer Europe Select Equity Fund" and would change
its investment policies to make them identical to your fund's current
policies. Although Europe Fund would be the legal successor of the
reorganization, the combined fund would retain the historical investment
performance of your fund.
2 Any other business that may properly come before the meeting.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
Shareholders of record as of the close of business on [ ], 2004 are
entitled to vote at the meeting and any related follow-up meetings.
By Order of the Board of Trustees,
Dorothy E. Bourassa, Secretary
Boston, Massachusetts
[ ], 2004
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY.
PROXY STATEMENT of
PIONEER EUROPE SELECT FUND
PROSPECTUS FOR
CLASS A, CLASS B AND CLASS C SHARES OF
PIONEER EUROPE FUND
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
This combined prospectus/proxy statement contains the information you
should know before voting on the proposed reorganization of your fund into
Europe Fund. Please read it carefully and retain it for future reference.
How the Reorganization Will Work
o Your fund will transfer all of its assets to Europe Fund. Europe Fund
will assume your fund's liabilities.
o Europe Fund will issue Class A, Class B and Class C shares to your
fund in amounts equal to the value of your fund's net assets
attributable to its Class A, Class B and Class C shares, respectively.
These shares will be distributed to each shareholder of your fund in
proportion to their holdings of the respective class of shares on the
reorganization date.
o Your fund will be terminated and its shareholders will become
shareholders of Europe Fund.
o The reorganization is intended to result in no income, gain or loss
for federal income tax purposes to Europe Fund, your fund or the
shareholders of your fund.
o In conjunction with the reorganization, Europe Fund will revise its
investment policies with the result that its investment objective and
policies are substantially the same as your fund's investment
objective and policies, and the portfolio management team will be the
same as your fund's. As a result, although Europe Fund will legally be
the surviving entity in the reorganization, your fund will be the
accounting survivor and the continuing fund will inherit your fund's
financial and performance record.
Why Your Fund's Trustees Recommend the Reorganization
The trustees of your fund believe that reorganizing your fund into another
fund that will have substantially similar investment policies and greater assets
offer you potential benefits. These potential benefits and considerations
include:
o The opportunity to be part of a fund with substantially greater asset
that may be better positioned in the market to further increase asset
size and achieve economies of scale. Economies of scale have potential
benefits to the fund in two ways. First, a larger fund, which trades
in larger blocks of stock, may have an enhanced ability to achieve
better net prices on securities trades. In addition, each fund incurs
substantial operating costs for insurance, accounting, legal, and
custodial services. The combination of the funds resulting from the
reorganization may spread fixed expenses over a larger asset base,
potentially contributing to a lower expense ratio in the long term
than your fund would achieve separately; and
o Continuity of portfolio management, investment policies and historical
investment performance, and a substantially similar portfolio
composition.
Therefore, your fund's trustees recommend that you vote FOR the reorganization.
Shares of Europe Fund are not deposits or obligations of, or guaranteed or
endorsed by, any bank or other depository institution. These shares are not
federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other government agency.
Shares of Europe Fund have not been approved or disapproved by the
Securities and Exchange Commission. The Securities and Exchange Commission has
not passed upon the accuracy or adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
Where to Get More Information
Europe Fund's annual report to On file with the Securities and
shareholders dated October 31, 2004 Exchange Commission ("SEC") and
and semiannual report to shareholders available at no charge by calling our
dated April 30, 2004. toll-free number: 1-800-622-3265.
Incorporated by reference into (and
therefore legally part of) this
combined prospectus/proxy statement.
Your fund's annual report to
shareholders dated August 31,
2004 and semiannual report to
shareholders dated, February 29, 2004.
Europe Fund's most recent prospectus
dated March 1, 2004 and any applicable
supplements.
Your fund's most recent prospectus dated
December 29, 2003 and any applicable
supplements.
Europe Fund's statement of additional
information dated March 1, 2004. It
contains additional information about
Europe Fund.
Your fund's statement of additional
information dated December 29, 2003. It
contains additional information about
your fund.
To ask questions about this combined Call our toll-free telephone number:
prospectus/proxy statement. 1-800-622-3265
The date of this combined prospectus/proxy statement is [ ], 2004.
TABLE OF CONTENTS
Page
INTRODUCTION
SUMMARY
PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION
CAPITALIZATION
BOARD'S EVALUATION AND RECOMMENDATION
VOTING RIGHTS AND REQUIRED VOTE
COMPARISON OF DELAWARE STATUTORY TRUST AND MASSACHUSETTS
BUSINESS TRUST
INFORMATION CONCERNING THE MEETING
OWNERSHIP OF SHARES OF THE FUNDS
EXPERTS
AVAILABLE INFORMATION
Exhibit A -- Form of Agreement and Plan of Reorganization
Exhibit B -- Tax Representation Certificate of Pioneer Europe Fund
Exhibit C -- Tax Representation Certificate of Pioneer Europe Select Fund
INTRODUCTION
This combined prospectus/proxy statement is being used by the board of
trustees of your fund to solicit proxies to be voted at a special meeting of
shareholders of your fund. This meeting will be held at the offices of Wilmer
Cutler Pickering Hale and Dorr LLP, 60 State Street, 26th Floor, Boston,
Massachusetts 02109 on January [ ], 2005 at [ ], Boston time. The purpose of the
meeting is to consider a proposal to approve an Agreement and Plan of
Reorganization (the "Agreement"), a form of which is attached here to as Exhibit
A, providing for the reorganization of your fund into Europe Fund. This proxy
statement and prospectus is being mailed to your fund's shareholders on or about
[ ], 2004.
This combined prospectus/proxy statement includes information about the
proposal, including a comparison summary. You should read the entire proxy
statement carefully, including Exhibit A and the enclosed prospectus and annual
report of Europe Fund, because they contain details that are not in the summary.
Who is Eligible to Vote?
Shareholders of record on [ ], 2004 are entitled to attend and vote at the
meeting or any adjourned meeting. Each share is entitled to one vote. Shares
represented by properly executed proxies, unless revoked before or at the
meeting, will be voted according to shareholders' instructions. If you sign a
proxy but do not fill in a vote, your shares will be voted to approve the
Agreement. If any other business comes before the meeting, your shares will be
voted at the discretion of the persons named as proxies.
SUMMARY
The following is a summary of more complete information appearing later in
this proxy statement and prospectus or incorporated herein. You should read
carefully the entire proxy statement, including the Agreement attached as
Exhibit A. The trustees of Europe Fund have approved certain changes in Europe
Fund's investment policies to be substantially identical with your fund's
investment policies. The following table assumes those changes to policy have
not been implemented.
Comparison of Europe Select Fund to Europe Fund
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Europe Select Fund Europe Fund
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Business A diversified open-end investment A diversified open-end management
management company organized as a investment company organized as a
Delaware statutory trust. Massachusetts business trust.
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Net assets, as of $4,935,103 $177,152,872
June 30, 2004
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Investment adviser Pioneer Investment Management, Inc. ("Pioneer"), the fund's investment adviser,
and portfolio managers selects the fund's investments and oversees the fund's operations.
-----------------------------------------------------------------------------------
Day-to-day management of the fund's Day-to-day management of the fund's
portfolio is the responsibility of a portfolio is the responsibility of a
team of portfolio managers and analysts team of portfolio managers and analysts
led by Andrew Arbuthnott. The team, led by Stan Pearson. The team, which is
which is based in Dublin, manages other based in Dublin, manages other Pioneer
Pioneer funds investing primarily in funds investing primarily in European
European securities. The team draws upon securities. The team draws upon the
the research and investment management research and investment management
expertise of the global research team, expertise of the global research team,
which provides fundamental research on which provides fundamental research on
companies and buy and sell companies and buy and sell
recommendations on equity securities, recommendations on equity securities,
and includes members from Pioneer's and includes members from Pioneer's
affiliate, Pioneer Investment Management affiliate, Pioneer Investment Management
Limited. Limited.
Andrew Arbuthnott, vice president, Mr. Pearson, Head of Equity (Dublin),
joined Pioneer Investment Management joined Pioneer Investment Management
Limited (formerly known as Europlus Limited (formerly known as Europlus
Investment Management & Research Ltd.) Investment Management & Research Ltd.)
as a portfolio manager in 1999. as a portfolio manager in 1998.
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Investment objective Capital growth. Long-term growth of capital.
-----------------------------------------------------------------------------------
This objective is fundamental.
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Primary investments Normally, each fund invests at least 80% of its total assets in equity securities of
European issuers.
A European issuer:
o Is organized and has a principal business office in a European country; or
o Derives at least 50% of its total revenue from business transacted in Europe
Each fund may purchase and sell forward foreign currency exchange contracts in
connection with its investments.
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Europe Select Fund Europe Fund
- -----------------------------------------------------------------------------------------------------------
The fund's principal focus is on For purposes of the fund's investment
European companies that exhibit strong policies, equity investments include
growth characteristics and are common stocks, convertible debt and
considered to be leaders in their sector securities with common stock
or industry. The fund generally focuses characteristics such as preferred
on mid- and large-capitalization stocks, rights, depositary receipts and
European issuers. Equity securities warrants.
include common stocks, convertible debt
and other equity instruments, such as The fund may invest in the securities of
depositary receipts, warrants, rights companies domiciled in any European
and preferred stocks. country, including but not limited to
Austria, Belgium, Denmark, Finland,
The fund may invest in the securities of France, Germany, Italy, Ireland, the
companies domiciled in any European Netherlands, Norway, Portugal, Spain,
country. European countries are those Sweden, Switzerland and the United
countries located west of the Urals, Kingdom.
including but not limited to Austria,
Belgium, Bulgaria, the Czech Republic,
Denmark, Finland, France, Germany,
Greece, Hungary, Ireland, Italy, the
Netherlands, Norway, Poland, Portugal,
Spain, Sweden, Switzerland and the
United Kingdom.
- -----------------------------------------------------------------------------------------------------------
Investment strategies The fund uses a "growth" style of The fund uses a "growth at a reasonable
management and seeks to invest in price" style of management. The fund
companies with above average potential seeks to invest in companies with above
for earnings and revenue growth. average potential for earnings and
revenue growth that are also trading at
To select growth stocks, Pioneer employs attractive market valuations.
due diligence and fundamental research,
an evaluation of the issuer based on its To select stocks, Pioneer employs due
financial statements and operations. diligence and fundamental research, an
Pioneer relies on the knowledge, evaluation of the issuer based on its
experience and judgment of its staff and financial statements and operations,
the staff of its affiliates who have employing a bottom-up analytic style.
access to a wide variety of research. Pioneer relies on the knowledge,
Pioneer focuses on the quality and price experience and judgment of its staff who
of individual issuers and economic have access to a wide variety of
sector analysis, not on market-timing research. Factors Pioneer looks for in
strategies. Factors Pioneer looks for in selecting investments include:
selecting investments include: o Favorable expected returns relative to
o Market leadership in a company's perceived risk
primary products or services o Low market valuations relative to
o Issuer has strong growth earnings forecast, book value, cash flow
characteristics relative to its and sales
competitors o Issuer's industry has strong
o Favorable expected returns relative to fundamentals, such as increasing or
perceived risk sustainable demand and barriers to entry
Increasing earnings forecast
-----------------------------------------------------------------------------------
Pioneer generally sells a portfolio security when it believes that the issuer no
longer offers the potential for above average earnings and revenue growth. Pioneer
makes that determination based upon the same criteria it uses to select portfolio
securities.
- -----------------------------------------------------------------------------------------------------------
Other investments The fund may invest up to 20% of its The fund may invest up to 10% of its
total assets in securities of European total assets in securities of European
issuers domiciled in Eastern European issuers domiciled in Eastern European
nations or emerging European markets. nations or emerging European markets,
and which trade on recognized European
exchanges.
- -----------------------------------------------------------------------------------------------------------
Temporary defensive Normally, each fund invests substantially all of its assets to meet its investment
strategies objective. Each fund may invest the remainder of its assets in securities with
remaining maturities of less than one year, cash equivalents or may hold cash. For
temporary defensive purposes, including during periods of unusual cash flows, the
fund may depart from its principal investment strategies and invest part or all of
its assets in these securities or may hold cash. Each fund intends to adopt a
defensive strategy when Pioneer believes securities in which the fund normally
invests have extraordinary risks due to political or economic factors and in other
extraordinary circumstances.
- -----------------------------------------------------------------------------------------------------------
Diversification Each fund is diversified, which means that, with respect to 75% of total assets,
the fund cannot invest (i) more than 5% of total assets in securities of a single
issuer or (ii) in securities representing more than 10% of the outstanding voting
securities of an issuer.
- -----------------------------------------------------------------------------------------------------------
Debt securities The fund may invest up to 20% of its The fund may invest up to 20% of its
total assets in debt securities of U.S. total assets in debt securities of
or non-U.S. corporate and government corporate and government issuers with
issuers. Generally the fund acquires less than 12 months to maturity.
debt securities that are investment Generally the fund acquires debt
grade, but the fund may invest up to 5% securities that are investment grade,
of its net assets in below investment but the fund may invest up to 5% of its
grade debt securities, including net assets in below investment grade
convertible debt
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Europe Select Fund Europe Fund
- -----------------------------------------------------------------------------------------------------------
convertible debt. The fund invests in securities issued by both European and
debt securities when Pioneer believes non European issuers. The fund invests
they are consistent with the fund's in debt securities when Pioneer believes
investment objective by offering the they are consistent with the fund's
potential for capital appreciation or investment objective of long-term
for greater liquidity. capital growth, to diversify the
portfolio or for greater liquidity.
- -----------------------------------------------------------------------------------------------------------
Short-term trading Neither fund usually trades for short-term profits. A fund will sell an investment,
however, even if it has only been held for a short time, if it no longer meets the
fund's investment criteria.
- -----------------------------------------------------------------------------------------------------------
Derivatives Each fund may use futures and options on securities, indices and currencies,
forward foreign currency exchange contracts and other derivatives. A derivative is
a security or instrument whose value is determined by reference to the value or the
change in value of one or more securities, currencies, indices or other financial
instruments. The fund does not use derivatives as a primary investment technique
and generally limits their use to hedging. However, the fund may use derivatives
for a variety of non-principal purposes, including:
o As a hedge against adverse changes in stock market prices, interest rates or
currency exchange rates
o As a substitute for purchasing or selling securities
o To increase the fund's return as a non-hedging strategy that may be considered
speculative
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Classes of Shares
- -----------------------------------------------------------------------------------------------------------
Europe Select Fund Europe Fund
- -----------------------------------------------------------------------------------------------------------
Class A sales The Class A shares of both funds have the same characteristics and fee structure.
charges and o Class A shares are offered with initial sales charges up to 5.75% of the offering
12b-1 fees price, which is reduced or waived for large purchases and certain types of investors.
At the time of your purchase, your investment firm may receive a commission from
Pioneer Funds Distributor, Inc. ("PFD"), the funds' distributor, of up to 5%
declining as the size of your investment increases.
o There are no contingent deferred sales charges, except in certain circumstances
when the initial sales charge is waived.
o Class A shares are subject to distribution and service fees of up to 0.25% of
average daily net assets.
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Class B sales The Class B shares of both funds have the same characteristics and fee structure.
charges and o Class B shares are offered without an initial sales charge, but are subject to
12b-1 fees contingent deferred sales charges of up to 4% if you sell your shares. The charge
is reduced over time and is not charged after six years. Your investment firm may
receive a commission from PFD, the funds' distributor, at the time of your purchase
of up to 4%.
o Class B shares are subject to distribution and service fees of up to 1% of
average daily net assets.
- -----------------------------------------------------------------------------------------------------------
Class C sales The Class C shares of both funds have the same characteristics and fee structure.
charges and o Class C shares are offered without an initial sales charge.
12b-1 fees o Class C shares are subject to a contingent deferred sales charge of 1% if you
sell your shares within one year of purchase. Your investment firm may receive a
commission from PFD at the time of your purchase of up to 1%.
-----------------------------------------------------------------------------------
o Class C shares are subject to distribution and service fees of up to 1% of
average daily net assets.
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Distribution o These fees are paid out of a fund's assets on an ongoing basis. Over time these
and service fees will increase the cost of investments and may cost more than other types of
(12b-1) fees sales charges.
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Buying, Selling and Exchanging Shares
- -----------------------------------------------------------------------------------------------------------
Europe Select Fund Europe Fund
- -----------------------------------------------------------------------------------------------------------
Buying shares You may buy shares from any investment firm that has a sales agreement with PFD,
the fund's distributor. You can buy shares at the offering price. You may use
securities you own to purchase shares of the fund provided that Pioneer, in its
sole discretion, determines that the securities are consistent with the fund's
objective and policies and their acquisition is in the best interests of the fund.
If you have an existing non-retirement account, you may purchase shares of the fund
by telephone or online. Certain IRAs also may use the telephone purchase privilege.
- -----------------------------------------------------------------------------------------------------------
Minimum initial Your initial investment must be at least $1,000. Additional must be at least
investments investment $100 for Class A shares and $500 for Class B or Class C shares. You may
qualify for lower initial or subsequent investment minimums if you are opening a
retirement plan account, establishing an automatic investment plan or placing your
trade through your investment firm.
- -----------------------------------------------------------------------------------------------------------
Exchanging shares You may exchange your shares for shares of the same class of another Pioneer mutual
fund. Your exchange request must be for at least $1,000. The fund allows you to
exchange your shares at net asset value without charging you either an initial or
contingent deferred shares charge at the time of the exchange. Shares you acquire
as part of an exchange will continue to be subject to any contingent deferred sales
charge that applies to the shares you originally purchased. When you ultimately
sell your shares, the date of your original purchase will determine your contingent
deferred sales charge. An exchange generally is treated as a sale and a new
purchase of shares for federal income tax purposes.
You will be assessed a redemption fee (payable to the fund) of 2% if you redeem
fund shares within 30 days of investing in the fund.
After you establish an eligible fund account, you can exchange fund shares by
telephone or online.
- -----------------------------------------------------------------------------------------------------------
Selling shares Your shares will be sold at net asset value per share next calculated after the
fund receives your request in good order. If the shares you are selling are subject
to a deferred sales charge, it will be deducted from the sale proceeds.
You will be assessed a redemption fee (payable to the fund) of 2% if you redeem
fund shares within 30 days of investing in the fund.
If you have an eligible non-retirement account, you may sell up to $100,000 per
account per day by telephone or online. You may sell fund shares held in a
retirement plan account by telephone only if your account is an eligible IRA (tax
penalties may apply).
- -----------------------------------------------------------------------------------------------------------
Net asset value The fund's net asset value is the value of its portfolio of securities plus any
other assets minus its operating expenses and any other liabilities. The fund
calculates a net asset value for each class of shares every day the New York Stock
Exchange is open when regular trading closes (normally 4:00 p.m. Eastern time).
You buy or sell shares at the share price. When you buy Class A shares, you pay an
initial sales charge unless you qualify for a waiver or reduced sales charge. When
you sell Class B or Class C shares, you may pay a contingent deferred sales charge
depending on how long you have owned your shares.
- -----------------------------------------------------------------------------------------------------------
Comparison of Principal Risks of Investing in the Funds
Because each fund has substantially similar investment objective,
investment policies and strategies, the funds are subject to the same principal
risks. The combined fund would have a portfolio management team, investment
objective, investment policies and strategies identical to those of your fund.
You could lose money on your investment in the funds or not make as much as if
you invested elsewhere if:
o European stock markets go down or perform poorly relative to U.S.
markets (this risk may be greater in the short term);
o Securities of European issuers or growth stocks fall out of favor with
investors; or
o The fund's investments do not have the growth potential originally
expected.
Investing in developed European issuers involves unique risks compared to
investing in securities of U.S. issuers. These risks are more pronounced to the
extent that the fund invests a significant portion of its investments in one
European region. These risks may include:
o Less information about some European issuers or markets may be
available due to less rigorous disclosure or accounting standards or
regulatory practices;
o Many European markets are smaller, less liquid and more volatile. In a
changing market, Pioneer may not be able to sell the fund's portfolio
securities at times, in amounts and at prices it considers reasonable;
o Adverse effect of currency exchange rates or controls on the value of
the fund's investments;
o The economies of European countries may grow at slower rates than
expected or may experience a downturn or recession; and
o Economic and Monetary Union (EMU) and the single European currency may
increase the volatility of European markets.
Investments in the funds are not bank deposits and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. You could lose money by investing in either fund. Europe Select Fund
generally invests in fewer than 40 securities and, as a result, the fund's
performance may be more volatile than the performance of funds holding more
securities.
Other Consequences of the Reorganization
The Funds' Fees and Expenses
Shareholders of both funds pay various fees and expenses, either directly
or indirectly. Your fund and Europe Fund each pay monthly management fees equal
to the following annual percentages of average daily net assets:
- --------------------------------------- ----------------------------------------
Fund Asset Breakpoints Management Fee
- --------------------------------------- ----------------------------------------
Up to $300 million 1.00%
- --------------------------------------- ----------------------------------------
Next $200 million 0.85%
- --------------------------------------- ----------------------------------------
Over $500 million 0.75%
- --------------------------------------- ----------------------------------------
The annual management fee rate payable by Europe Fund is the same as the
rate paid by your fund. Both funds also pay the same 12b-1 fee rate for each
share class. As discussed below, the pro forma expenses of the combined fund
after the contractual expense limitation would be 1.75%, which is your fund's
current contractual expense limitation for Class A shares (with the Class B and
Class C shares' expenses proportionately reduced). Since June 2003, Pioneer has
voluntarily limited your fund expenses further, to 1.25% for Class A shares.
After the reorganization, Pioneer would discontinue the voluntary 1.25%
limitation but would continue the contractual 1.75% limitation (Class A shares).
The pro forma gross expenses of the combined fund would be substantially lower
than your fund's current gross expenses.
The tables below show the fees and expenses that you would pay if you were
to buy and hold shares of each fund. The expenses in the tables appearing below
are based on (i) for your fund, the expenses of your fund for the twelve-months
period ended [ ] and (ii) for Europe Fund, the expenses of Europe Fund for the
twelve-months period ended [ ]. Future expenses for all share classes may be
greater or less. The tables also show the estimated ("pro forma") expenses of
the combined fund assuming the reorganization occurred on [ ].
Combined Combined Combined
Fund Fund Fund
Europe (Pro Forma Europe (Pro Forma Europe (Pro Forma
Select Europe for the 12 months Select Europe for the 12 months Select Europe for the 12 months
Fund Fund ended [ ]) Fund Fund ended [ ]) Fund Fund ended [ ])
------- ------- ----------------- ------- ------- ----------------- ------- ------- -----------------
Shareholder Class A Class A Class A Class B Class B Class B Class C Class C Class C
transaction
fees (paid
directly
from your
investment)
Maximum 5.75% 5.75% 5.75% None None None None None None
sales charge
(load) when
you buy
shares as a
percentage
of offering
price
Maximum None(1) None(1) None(1) 4% 4% 4% 1% 1% 1%
deferred
sales charge
(load) as a
percentage
of offering
price or the
amount you
receive when
you sell
shares,
whichever is
less
Redemption 2%(2) 2%(2) 2%(2) 2%(2) 2%(2) 2%(2) 2%(2) 2%(2) 2%(2)
fee as a
percentage
of amount
redeemed, if
applicable
Annual fund Class A Class A Class A Class B Class B Class B Class C Class C Class C
operating
expenses
(deducted
from fund
assets) as a
% of average
daily net
assets
Management 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Fee
Distribution 0.25% 0.25% 0.25% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
and Service
(12b-1) Fee
Other xxx% xxx% xxx% xxx% xxx% xxx% xxx% xxx% xxx%
Expenses
Total Annual xxx% 1.98% xxx% xxx% xxx% xxx% xxx% xxx% xxx%
Fund
Operating
Expenses
Combined Combined Combined
Fund Fund Fund
Europe (Pro Forma Europe (Pro Forma Europe (Pro Forma
Select Europe for the 12 months Select Europe for the 12 months Select Europe for the 12 months
Fund Fund ended [ ]) Fund Fund ended [ ]) Fund Fund ended [ ])
------- ------- ----------------- ------- ------- ----------------- ------- ------- -----------------
Less: Fee xxx% N/A xxx% xxx% N/A xxx% xxx%(2) N/A xxx%
Waiver and
Expense
Limitation
Net Expenses xxx%(3) N/A xxx%(4) xxx%(3) N/A xxx% xxx%(3) N/A xxx%(4)
- -----------------
(1) Purchases of $1 million or more and purchases by participants in certain
group plans are not subject to an initial sales charge but may be subject to a
contingent deferred sales charge of 1%.
(2) You will be assessed a redemption fee (payable to the fund) of 2% if you
redeem fund shares within 30 days of investing in the fund.
(3) The expenses in the table above reflect the expense limitation in effect
through the fiscal year ending August 31, 2004 under which Pioneer has
contractually agreed not to impose all or a portion of its management fee and,
if necessary, to limit other ordinary operating expenses to the extent required
to reduce Class A expenses to 1.75% of the average daily net assets attributable
to Class A shares; the portion of fund expenses (including the amount of the
management fee waived) attributable to Class B and Class C shares will be
reduced only to the extent such expenses are reduced for Class A shares. Pioneer
may subsequently recover reimbursed expenses (within three years of being
incurred) from the fund if the expense ratio of the Class A shares is less than
the expense limitation of the Class A shares. Each class will reimburse Pioneer
by no more than the dollar amount by which that class' expenses were reduced.
Any differences in the fee waiver and expense limitation among classes result
from rounding in the daily calculation of a class' net assets and expense
limitation, which may exceed 0.01% annually. There can be no assurance that
Pioneer will extend the expense limitation beyond August 31, 2004.
The hypothetical examples below help you compare the cost of investing in
each fund. It assumes that: (a) you invest $10,000 in each fund for the time
periods shown, (b) you reinvest all dividends and distributions, (c) your
investment has a 5% return each year, (d) each fund's gross operating expenses
remain the same and (e) the expense limitation for your fund is in effect until
________2005. Pro forma expenses are included assuming a reorganization with
your fund and Europe Fund. The examples are for comparison purposes only and are
not a representation of either fund's actual expenses or returns, either past or
future.
- -----------------------------------------------------------------------------------------------------------
Number of years Combined Fund
you own your shares Europe Select Fund Europe Fund (Pro Forma)
- -----------------------------------------------------------------------------------------------------------
Class A -- assuming redemption at end of period
- -----------------------------------------------------------------------------------------------------------
Year 1
- -----------------------------------------------------------------------------------------------------------
Year 3
- -----------------------------------------------------------------------------------------------------------
Year 5
- -----------------------------------------------------------------------------------------------------------
Year 10
- -----------------------------------------------------------------------------------------------------------
Class A -- assuming no redemption
- -----------------------------------------------------------------------------------------------------------
Year 1
- -----------------------------------------------------------------------------------------------------------
Year 3
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Year 5
- -----------------------------------------------------------------------------------------------------------
Year 10
- -----------------------------------------------------------------------------------------------------------
Class B -- assuming redemption at end of period
- -----------------------------------------------------------------------------------------------------------
Year 1
- -----------------------------------------------------------------------------------------------------------
Year 3
- -----------------------------------------------------------------------------------------------------------
Year 5
- -----------------------------------------------------------------------------------------------------------
Year 10
- -----------------------------------------------------------------------------------------------------------
Class B -- assuming no redemption
- -----------------------------------------------------------------------------------------------------------
Year 1
- -----------------------------------------------------------------------------------------------------------
Year 3
- -----------------------------------------------------------------------------------------------------------
Year 5
- -----------------------------------------------------------------------------------------------------------
Year 10
- -----------------------------------------------------------------------------------------------------------
Class C -- assuming redemption at end of period
- -----------------------------------------------------------------------------------------------------------
Year 1
- -----------------------------------------------------------------------------------------------------------
Year 3
- -----------------------------------------------------------------------------------------------------------
Year 5
- -----------------------------------------------------------------------------------------------------------
Year 10
- -----------------------------------------------------------------------------------------------------------
Class C -- assuming no redemption
- -----------------------------------------------------------------------------------------------------------
Year 1
- -----------------------------------------------------------------------------------------------------------
Year 3
- -----------------------------------------------------------------------------------------------------------
Year 5
- -----------------------------------------------------------------------------------------------------------
Year 10
- -----------------------------------------------------------------------------------------------------------
Comparison of Fund Performance
Set forth below is performance information for each fund. The following
performance information indicates some of the risks of investing in each fund.
The bar charts show how each fund's total return (not including any deduction
for sales charges) has varied from year to year for each full calendar year. The
tables show average annual total return (before and after sales taxes) for each
fund over time for each class of shares (including deductions for sales charges)
compared with a broad-based securities market index. Past performance before and
after taxes does not indicate future results. You should note that the
investment policies and management team of the combined fund after the
reorganization will be the same as your fund's investment policies and
management team. Consequently, the historical performance of your fund relative
to its benchmark may be more indicative of how the combined fund will perform in
the future than Europe Fund's historical performance.
Europe Fund's Annual Return Class A shares
(Year ended December 31)
'94 6.04
'95 21.48
'96 26.97
'97 21.37
'98 20.82
'99 25.16
'00 -18.43
'01 -22.02
'02 -19.71
'03 32.26
Europe Fund's year-to-date return as of August 31,, 2004 for Class A shares
was xxx %. During the period shown in the bar chart, the fund's highest
quarterly return was xxx% for the quarter ended [ ] and the lowest quarterly
return was xxx% for the quarter ended [ ].
Europe Select Fund's Annual Return Class A shares
(Year ended December 31)
'01 -15.89
'02 -6.50
'03 38.02
Europe Select Fund's year-to-date return as of August 31, 2004 for Class A
shares was xxx%. During the period shown in the bar chart, the fund's highest
quarterly return was xxx% for the quarter ended [ ] and the lowest quarterly
return was xxx% for the quarter ended [ ].
Average Annual Total Return (as of August 31, 2004)
10 Years
(or life of
1 Year 5 Years Class/Fund*)
------ ------- ------------
Europe Fund
Class A - Before Taxes(2) xxx% xxx% xxx%
Class A - After Taxes on Distributions (1) xxx% xxx% xxx%
Class A - After Taxes on Distributions and xxx% xxx% xxx%
Sale of Fund Shares (1)
Class B - Before Taxes xxx% xxx% xxx%
Class C - Before Taxes xxx% xxx% xxx%*
Morgan Stanley Capital International (MSCI) xxx% xxx% xxx%
Europe Index (reflects no deduction for taxes) (3)
Europe Select Fund
Class A - Before Taxes(2) xxx% N/A xxx%*
Class A - After Taxes on Distribution(1) xxx% N/A xxx%*
Class A - After Taxes on Distributions and xxx% N/A xxx%*
Sale of Fund Shares(1)
Class B - Before Taxes xxx% N/A xxx%*
Class C - Before Taxes xxx% N/A xxx%*
Morgan Stanley Capital International (MSCI) xxx% xxx% xxx%
Europe Index (reflects no deduction for taxes) (3)
- -------------
(1) After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on the investor's tax situation and
may differ from those shown, and the after-tax returns shown are not relevant to
shareholders who hold fund shares through tax-deferred arrangements such as
401(k) plans or individual retirement accounts. After-tax returns for Class B
and Class C shares will vary from the after-tax returns presented for Class A
shares.
(2)"Class A - Before Taxes and Sales Load" reflects the performance of Class A
shares not including any deduction for taxes or sales charges.
(3)The MSCI is the Morgan Stanley Capital International, which is a
capitalization-weighted index of the 15 European country indices included in the
MSCI EAFE (Europe, Australasia, Far East) Index. Unlike the fund, the index is
not managed and does not incur expenses.
* Europe Fund Class C shares was incepted on January 31, 1996. Europe Select
Fund was incepted on December 29, 2000. The corresponding MSCI return for
periods since this date was xxx%.
PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION
The Reorganization
o The reorganization is scheduled to occur on the close of business on
January , 2005, but may occur on such later date as the parties may
agree in writing. Your fund will transfer all of its assets to Europe
Fund and Europe Fund will assume all of your fund's liabilities. This
will result in the addition of your fund's assets to Europe Fund's
portfolio. The net asset value of both funds will be computed as of
the close of regular trading on the New York Stock Exchange, Inc. on
the reorganization date.
o Europe Fund will issue to your fund Class A shares in an amount equal
to the net assets attributable to your fund's Class A shares. As part
of the liquidation of your fund, these shares will immediately be
distributed to Class A shareholders of record of your fund in
proportion to their holdings on the reorganization date. As a result,
Class A shareholders of your fund will end up as Class A shareholders
of Europe Fund.
o Europe Fund will issue to your fund Class B shares in an amount equal
to the net assets attributable to your fund's Class B shares. As part
of the liquidation of your fund, these shares will immediately be
distributed to Class B shareholders of record of your fund in
proportion to their holdings on the reorganization date. As a result,
Class B shareholders of your fund will end up as Class B shareholders
of Europe Fund.
o Europe Fund will issue to your fund Class C shares in an amount equal
to the net assets attributable to your fund's Class C shares. As part
of the liquidation of your fund, these shares will immediately be
distributed to Class C shareholders of record of your fund in
proportion to their holdings on the reorganization date. As a result,
Class C shareholders of your fund will end up as Class C shareholders
of Europe Fund.
o After the shares are issued, your fund will be terminated.
o In conjunction with the reorganization, Europe Fund will revise its
investment policies with the result that its investment objective and
policies are substantially the same as your fund's investment
objectives and policies and the portfolio management team will be the
same as your fund's. As a result, although Europe Fund will legally be
the surviving entity in the reorganization, your fund will be the
accounting survivor and the continuing fund will inherit your fund's
financial and performance record. Following the adoption of the same
investment policies as your fund, Europe Fund will be repositioning
its portfolio and is likely to dispose of a significant portion of
current portfolio positions. Europe fund is likely to incur a
significant amount of transaction costs in connection with the
repositioning of its portfolio and realize unrealized appreciation,
which will reduce in part Europe Fund's capital loss carryforwards.
However, because of these capital loss carryforwards, shareholders of
Europe Fund are not expected to receive a taxable distribution as a
result of the repositioning.
Agreement and Plan of Reorganization
The shareholders of your fund are being asked to approve the Agreement, the
form of which is attached to this proxy statement as Exhibit A and incorporated
herein by this reference. The description of the Agreement contained herein is
qualified in its entirety by the attached copy.
Reasons for the Proposed Reorganization
The trustees of your fund believe that the proposed reorganization will be
advantageous to the shareholders of your fund for several reasons. The trustees
considered the following matters, among others, in approving the proposal.
First, after the reorganization, the combined fund will have an asset size
substantially larger than that of your fund, which may allow the combined fund
to achieve significant economies of scale in investments or expenses.
Second, the combined fund will be named "Pioneer Europe Select Equity Fund"
and will have the same investment policies and strategies as your fund, the same
portfolio management team, and a substantially similar portfolio composition to
that of your fund.
Third, your fund will be the accounting successor of the reorganization,
which means that the combined fund will inherit your fund's performance record,
which is better, although briefer, than that of Europe Fund. This record is as a
result of your fund's investment approach and portfolio management team. Of
course, past performance does not predict future results.
Fourth, no increase in management fee (as a percentage of average daily net
assets) is expected as a result of the reorganization. Since June 2004, Pioneer
has voluntarily reduced the expenses paid by your fund from the contractual
limitation of 1.75% of average daily net assets to 1.25% attributable to Class A
shares. After the reorganization, Pioneer will discontinue the voluntary 1.25%
expense limitation but will continue the limitation of 1.75% attributable to
Class A shares for the combined fund through _________, 2005. Any contingent
deferred sales charges applicable to shares of your fund outstanding at the time
of the reorganization will continue to apply to Europe Fund shares received by
shareholders of your fund in the reorganization. Any contingent deferred sales
charges applicable to shares of your fund outstanding at the time of the
reorganization will continue to apply to Europe Fund shares received by
shareholders of your fund in the reorganization.
Fifth, the pro forma gross expenses of the combined fund will be
substantially lower than your fund's current gross expenses.
Sixth, shareholders of your fund have the potential to benefit from capital
loss carryforwards of Europe Fund. As of August 31, 2004, your fund had capital
loss carryforwards of $86,278, which are expected to be used up prior to the
Reorganization. Europe Fund had, as of August 31, 2004, of $70,123,211. To the
extent that Europe Fund uses these capital loss carryforwards to offset gain
after the Reorganization, shareholders of your fund will share in that benefit
with other shareholders of Europe Fund.
The boards of your fund and Europe Fund considered that Pioneer will pay
all of the expenses of the funds associated with the preparation, printing and
mailing of any shareholder communications, including this combined
prospectus/proxy statement, and any filings with the SEC and other governmental
agencies in connection with the reorganization.
The boards of both funds considered that the funds' investment adviser and
principal distributor will benefit from the reorganization. Because your fund
will be the accounting successor of the reorganization and the combined fund
will assume your fund's performance record, Pioneer expects to be able to
increase the combined fund's assets at a faster rate than would otherwise be
possible if it continued to offer Europe Fund and your fund separately. Such a
growth in asset size will benefit Pioneer by increasing its management fees and
accelerating the point at which management of the combined fund is profitable to
Pioneer.
The board of trustees of both your fund and Europe Fund also considered
that the reorganization presents an excellent opportunity for the shareholders
of each fund to become investors in a combined fund that has a larger asset size
than either fund alone without the obligation to pay commissions or other
transaction costs that a fund normally incurs when purchasing securities. This
opportunity provides an economic benefit to both funds and their shareholders.
Tax Status of the Reorganization
The reorganization is not intended to result in income, gain or loss for
U.S. federal income tax purposes and will not take place unless the funds
receive a satisfactory opinion from Wilmer Cutler Pickering Hale and Dorr LLP,
substantially to the effect that the reorganization will be a "reorganization"
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended.
As a result, for federal income tax purposes:
o No gain or loss will be recognized by your fund upon (1) the transfer
of all of its assets to Europe Fund as described above or (2) the
distribution by your fund of Europe Fund shares to your fund's
shareholders;
o No gain or loss will be recognized by Europe Fund upon the receipt of
your fund's assets solely in exchange for the issuance of Europe Fund
shares to your fund and the assumption of your fund's liabilities by
Europe Fund;
o The basis of the assets of your fund acquired by Europe Fund will be
the same as the basis of those assets in the hands of your fund
immediately before the transfer;
o The tax holding period of the assets of your fund in the hands of
Europe Fund will include your fund's tax holding period for those
assets;
o You will not recognize gain or loss upon the exchange of your shares
of your fund solely for Europe Fund shares as part of the
reorganization;
o The basis of Europe Fund shares received by you in the reorganization
will be the same as the basis of the shares of your fund you surrender
in exchange; and
o The tax holding period of Europe Fund shares you receive will include
the tax holding period of the shares of your fund that you surrender
in exchange, provided that the shares of your fund were held by you as
capital assets on the date of the exchange.
In rendering such opinions, counsel shall rely upon, among other things,
reasonable assumptions as well as representations of Europe Fund and your fund.
No tax ruling has been or will be received from the Internal Revenue
Service ("IRS") in connection with the reorganization. An opinion of counsel is
not binding on the IRS or a court, and no assurance can be given that the IRS
would not assert, or a court would not sustain, a contrary position.
You should consult your tax adviser for the particular tax consequences to
you of the transaction, including the applicability of any state, local or
foreign tax laws.
Additional Terms of the Agreement and Plan of Reorganization
Cancellation of Share Certificates. If your shares are represented by one
or more share certificates before the reorganization date, on the reorganization
date all certificates will be canceled, will no longer evidence ownership of
your fund's shares and will evidence ownership of Europe Fund shares. Europe
Fund will not issue share certificates in the reorganization.
Conditions to Closing the Reorganization. The obligation of your fund to
consummate the reorganization is subject to the satisfaction of certain
conditions, including the performance by Europe Fund of all its obligations
under the Agreement and the receipt of all consents, orders and permits
necessary to consummate the reorganization (see Agreement, paragraph 7).
The obligation of Europe Fund to consummate the reorganization is subject
to the satisfaction of certain conditions, including your fund's performance of
all of its obligations under the Agreement, the receipt of certain documents and
financial statements from your fund and the receipt of all consents, orders and
permits necessary to consummate the reorganization (see Agreement, paragraph 8).
The obligations of your fund and Europe Fund are subject to approval of the
Agreement by the necessary vote of the outstanding shares of your fund in
accordance with the provisions of your fund's
declaration of trust and by-laws. The funds' obligations are also subject to the
receipt of a favorable opinion of Wilmer Cutler Pickering Hale and Dorr LLP as
to the federal income tax consequences of the reorganization (see Agreement,
Section 9.5).
Termination of Agreement. The board of trustees of your fund or Europe Fund
may terminate the Agreement (even if the shareholders of your fund have already
approved it) by their mutual agreement at any time before the reorganization
date, if the boards believe that proceeding with the reorganization would no
longer be advisable.
Expenses of the Reorganization. Pioneer will pay the expenses of both funds
in connection with the reorganization, including the costs of printing, mailing,
legal fees, audit fees and solicitation expenses.
CAPITALIZATION
The following table sets forth the capitalization of each fund as of June
30, 2004 and the pro forma combined capitalization of both funds as if the
reorganization had occurred on that date. If the reorganization is consummated,
the actual exchange ratios on the reorganization date may vary from the exchange
ratios indicated. This is due to changes in the market value of the portfolio
securities of both funds between June 30, 2004 and the reorganization date,
changes in the amount of undistributed net investment income and net realized
capital gains of both funds during that period resulting from income and
distributions, and changes in the accrued liabilities of both funds during the
same period.
[ ]
- ----------------------------------------------------------------------------
Europe Select Europe Pro
Fund Fund Forma
- ----------------------------------------------------------------------------
Net Assets (millions) $xxx $xxx $xxx
- ----------------------------------------------------------------------------
Net Asset Value Per Share
- ----------------------------------------------------------------------------
Class A $xxx $xxx $xxx
- ----------------------------------------------------------------------------
Class B $xxx $xxx $xxx
- ----------------------------------------------------------------------------
Class C $xxx $xxx $xxx
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Shares Outstanding
- ----------------------------------------------------------------------------
Class A xxx xxx xxx
- ----------------------------------------------------------------------------
Class B xxx xxx xxx
- ----------------------------------------------------------------------------
Class C xxx xxx xxx
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
It is impossible to predict how many shares of Europe Fund will actually be
received and distributed by your fund on the reorganization date. The table
should not be relied upon to determine the amount of Europe Fund shares that
will actually be received and distributed.
BOARDS' EVALUATION AND RECOMMENDATION
For the reasons described above, the board of trustees of your fund,
including the trustees who are not "interested persons" of either fund or the
Adviser ("independent trustees"), approved the reorganization. In particular,
the trustees determined that the reorganization is in the best interests of your
fund and that the interests of your fund's shareholders would not be diluted as
a result of the reorganization. Similarly, the board of trustees of Europe Fund,
including the independent trustees, approved the
reorganization. They also determined that the reorganization is in the best
interests of Europe Fund and that the interests of Europe Fund's shareholders
would not be diluted as a result of the reorganization.
The trustees of your fund recommend that shareholders of your fund vote FOR
the proposal to approve the Agreement and Plan of Reorganization.
VOTING RIGHTS AND REQUIRED VOTE
Each share of your fund is entitled to one vote. A quorum is required to
conduct business at the meeting. With respect to each fund, the presence in
person or by proxy of a majority of shareholders entitled to cast votes at the
meeting will constitute a quorum. Approval of the proposal described above
requires the affirmative vote of a majority of the shares of your fund
outstanding and entitled to vote. For this purpose, a majority of the
outstanding shares of your fund means the vote of the lesser of:
(1) 67% or more of the shares present at the meeting, if the holders of more
than 50% of the shares of the fund are present or represented by proxy, or
(2) more than 50% of the outstanding shares of the fund.
- ---------------------------------------------------------------------------------------------------------------
Shares Quorum Voting
- ---------------------------------------------------------------------------------------------------------------
In General All shares "present" in Shares "present" in person will be voted in person at
person or by proxy are the meeting. Shares present by proxy will be voted in
counted toward a quorum. accordance with instructions.
- ---------------------------------------------------------------------------------------------------------------
Proxy with no Voting Considered "present" at Voted "for" the proposal.
Instruction (other than meeting for purposes of
Broker Non-Vote) quorum.
- ---------------------------------------------------------------------------------------------------------------
Broker Non-Vote (where Considered "present" at Broker non-votes do not count as a vote "for" and
the underlying holder meeting for purposes of effectively result in a vote "against."
had not voted and the quorum.
broker does not have
discretionary authority
to vote the shares)
- ---------------------------------------------------------------------------------------------------------------
Vote to Abstain Considered "present" at Abstentions do not constitute a vote "for" and
meeting for purposes of effectively result in a vote "against."
quorum.
- ---------------------------------------------------------------------------------------------------------------
If the required approval of shareholders is not obtained, the meeting may
be adjourned as more fully described in this combined prospectus/proxy
statement, and your fund will continue to engage in business as a separate
mutual fund and the board of trustees will consider what further action may be
appropriate.
COMPARISON OF DELAWARE STATUTORY TRUST
AND MASSACHUSETTS BUSINESS TRUST
Limitation of Shareholders' and Series' Liability
Delaware law provides that the shareholders of a Delaware statutory trust
shall not be subject to liability for the debts or obligations of the trust.
Under Massachusetts law, shareholders of a Massachusetts business trust (such as
the shareholders of Europe Fund) may, under certain circumstances, be liable for
the debts and obligations of that trust. Although the risk of liability of
shareholders of a Massachusetts business trust who do not participate in the
management of the trust may be remote, Delaware law affords greater protection
against potential shareholder liability. Similarly, Delaware law provides that,
to the extent that a Delaware statutory trust issues multiple series of shares,
each series shall not be liable for the debts or obligations of any other
series, another potential, although remote, risk in the case of a Massachusetts
business trust. While the trustees believe that a series of a Massachusetts
business trust will only be liable for its own obligations, there is no direct
statutory or judicial support for that position.
Limitation of Trustee Liability
Delaware law provides that, except to the extent otherwise provided in a
trust's declaration of trust or by-laws, trustees will not be personally liable
to any person (other than the statutory trust or a shareholder thereof) for any
act, omission or obligation of the statutory trust or any trustee thereof.
Delaware law also provides that a trustee's actions under a Delaware statutory
trust's declaration of trust or by-laws will not subject the trustee to
liability to the statutory trust or its shareholders if the trustee takes such
action in good faith reliance on the provisions of the statutory trust's
declaration of trust or bylaws. The declaration of trust of a Massachusetts
business trust may limit the liability of a trustee, who is not also an officer
of the corporation, for breach of fiduciary duty except for, among other things,
any act or omission not in good faith which involves intentional misconduct or a
knowing violation of law or any transaction from which such trustee derives an
improper direct or indirect financial benefit. The trustees believe that such
limitations on liability under Delaware law and under Europe Fund's declaration
of trust are consistent with those applicable to directors of a corporation
under Delaware law and will be beneficial in attracting and retaining in the
future qualified persons to act as trustees.
Shareholder Voting
Delaware law provides that a Delaware statutory trust's declaration of
trust or by-laws may set forth provisions related to voting in any manner. This
provision appears to permit trustee and shareholder voting through computer or
electronic media. For an investment company with a significant number of
institutional shareholders, all with access to computer or electronic networks,
the use of such voting methods could significantly reduce the costs of
shareholder voting. However, the advantage of such methods may not be realizable
unless the SEC modifies its proxy rules. Also, as required by the 1940 Act,
votes on certain matters by trustees would still need to be taken at actual
in-person meetings.
Board Composition
Delaware law explicitly provides that separate boards of trustees may be
authorized for each series of a Delaware statutory trust. Whether separate
boards of trustees can be authorized for series of a Massachusetts business
trust is unclear under Massachusetts law. As always, the establishment of any
board of trustees of a registered investment company must comply with applicable
securities laws, including the provision of the 1940 Act regarding the election
of trustees by shareholders. Establishing separate boards of trustees would,
among other things, enable the series of a Delaware statutory trust to be
governed by individuals who are more familiar with such series' particular
operations.
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be
solicited by telephone, by fax or in person by the trustees, officers and
employees of your fund; by personnel of your fund's investment adviser, Pioneer
Investment Management, Inc. and its transfer agent, Pioneer Investment
Management Shareholder Services, Inc. ("PIMSS"); or by broker-dealer firms.
Pioneer and its affiliates, together with a third party solicitation firm, have
agreed to provide proxy solicitation services to your fund at a cost of
approximately $_______. Pioneer will bear the cost of such solicitation.
Revoking Proxies
Each shareholder of your fund signing and returning a proxy has the power
to revoke it at any time before it is exercised:
o By filing a written notice of revocation with your fund's transfer
agent, Pioneer Investment Management Shareholder Services, Inc., 60
State Street, Boston, Massachusetts 02109, or
o By returning a duly executed proxy with a later date before the time
of the meeting, or
o If a shareholder has executed a proxy but is present at the meeting
and wishes to vote in person, by notifying the secretary of your fund
(without complying with any formalities) at any time before it is
voted.
Being present at the meeting alone does not revoke a previously executed
and returned proxy.
Outstanding Shares and Quorum
As of [ ], 2004 (the "record date"), [ ] Class A shares of beneficial
interest of your fund were outstanding, [ ] Class B shares of beneficial
interest of your fund were outstanding, and [ ]
Class C shares of beneficial interest of your fund were outstanding. Only
shareholders of record on the record date are entitled to notice of and to vote
at the meeting. The presence in person or by proxy of the majority of
shareholders of your fund entitled to cast votes at the meeting will constitute
a quorum.
Other Business
Your fund's board of trustees knows of no business to be presented for
consideration at the meeting other than the reorganization proposal. If other
business is properly brought before the meeting, proxies will be voted according
to the best judgment of the persons named as proxies.
Adjournments
If, by the time scheduled for the meeting, a quorum of shareholders is not
present but sufficient votes "for" the proposal have not been received, the
persons named as proxies may propose an adjournment of the meeting to another
date and time, and the meeting may be held as adjourned within a reasonable time
after the date set for the original meeting without further notice. Any such
adjournment will require the affirmative vote of a majority of the votes cast in
person or by proxy at the session of the meeting to be adjourned. The persons
named as proxies will vote all proxies in favor of the adjournment that voted in
favor of the proposal or that abstained. They will vote against such adjournment
those proxies required to be voted against the proposal. Broker non-votes will
be disregarded in the vote for adjournment. If the adjournment requires setting
a new record date or the adjournment is for more than 120 days of the original
meeting (in which case the board of trustees of your fund will set a new record
date), your fund will give notice of the adjourned meeting to its shareholders.
Telephone and Internet Voting
In addition to soliciting proxies by mail, by fax or in person, your fund
may also arrange to have votes recorded by telephone, the Internet or other
electronic means. The voting procedures used in connection with such voting
methods are 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.
If these procedures were subject to a successful legal challenge, such votes
would not be counted at the shareholder meeting. The funds are unaware of any
such challenge at this time. In the case of telephone voting, shareholders would
be called at the phone number PIMSS 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. In the case of automated telephone and Internet voting,
shareholders would be required to provide their identifying information and will
receive a confirmation of their instructions.
Shareholders' Proposals
Your fund is not required, and does not intend, to hold meetings of
shareholders each year. Instead, meetings will be held only when and if
required. Any shareholders desiring to present a proposal for consideration at
the next meeting for shareholders must submit the proposal in writing, so that
it is received by your fund at 60 State Street, Boston, Massachusetts 02109
within a reasonable time before the meeting.
OWNERSHIP OF SHARES OF THE FUNDS
To the knowledge of each fund, as of September 30, 2004, the following
persons owned of record or beneficially 5% or more of the outstanding shares of
a class of each fund, respectively.
As of September 30, 2004, the trustees and officers of each fund owned in the
aggregate less than 1% of the outstanding shares of their respective funds.
- ------------------------------------------------------------------------
Shareholder Name and Address Actual
Percentage
owned
- ------------------------------------------------------------------------
Europe Fund Citigroup Global Markets Inc. xxx%
Class B 333 W 34th St., 7th fl.
New York, NY 10001-2402
- ------------------------------------------------------------------------
MLPF&S xxx%
Mutual Fund Administration
4800 Deer Lake Dr. E., fl2
Jacksonville, FL 32246-6484
- ------------------------------------------------------------------------
Europe Fund MLPF&S xxx%
Class C Mutual Fund Administration
4800 Deer Lake Dr. E., fl2
Jacksonville, FL 32246-6484
- ------------------------------------------------------------------------
Europe Fund MCB Trust Services xxx%
Class R FBO Industrial Emp. Int. Union
700 17th St. Ste 300
Denver, CO 80202
- ------------------------------------------------------------------------
Europe Fund MLPF&S xxx%
Class Y Mutual Fund Administration
4800 Deer Lake Dr. E., fl2
Jacksonville, FL 32246-6484
- ------------------------------------------------------------------------
John F. Cogan Jr. xxx%
Wilmer Cutler Pickering Hale and
Dorr, LLP,
60 State Street, Boston, MA 02109-1800
- ------------------------------------------------------------------------
John F. Cogan Jr., Mary Cornille, xxx%
Pamela Cogan Riddle &Gregory Cogan
Foundation, c/o Wilmer Cutler
Pickering Hale and Dorr, LLP Trust
Dept., P.O. Box 1711,
Boston, MA 02105-1700
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Shareholder Name and Address Actual
Percentage
Owned
- ------------------------------------------------------------------------
Europe Select MLPF&S xxx%
Fund Class A Mutual Fund Administration
4800 Deer Lake Dr. E., fl2
Jacksonville, FL 32246-6484
- ------------------------------------------------------------------------
Pershing LLC xxx%
P.O. Box 2052
Jersey City, NJ 07303-2052
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Europe Select MLPF&S xxx%
Fund Class B FBO its customers
Mutual Fund Administration
4800 Deer Lake Dr. E., fl2
Jacksonville, FL 32246-6484
- ------------------------------------------------------------------------
Pioneer Funds Distributor, Inc. xxx%
60 State Street
Boston, MA 02109-1800
- ------------------------------------------------------------------------
Europe Select MLPF&S xxx%
Fund Class C FBO its customers
Mutual Fund Administration
4800 Deer Lake Dr. E., fl2
Jacksonville, FL 32246-6484
- ------------------------------------------------------------------------
First Clearing, LLC xxx%
P. DePaul Irrv. Trust
1750 Walton Road
Blue Bell, PA 19422-2303
- ------------------------------------------------------------------------
Pioneer Funds Distributor, Inc. xxx%
60 State Street
Boston, MA 02109-1800
- ------------------------------------------------------------------------
EXPERTS
[To be provided]
AVAILABLE INFORMATION
Each fund is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended and the Investment Company Act of 1940, as
amended and files reports, proxy statements and other information with the SEC.
These reports, proxy statements and other information filed by the funds can be
inspected and copied (for a duplication fee) at the public reference facilities
of the SEC at 450 Fifth Street, N.W., Washington, D.C., and at the Midwest
Regional Office (500 West Madison Street, Suite 1400, Chicago, Illinois). Copies
of these materials can also be obtained by mail from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, copies of these documents may be viewed on-screen
or downloaded from the SEC's Internet site at http://www.sec.gov.
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this [ ]th day of [_______], 2004, between Pioneer Europe Fund (the "Acquiring
Fund"), a business trust organized under the laws of the Commonwealth of
Massachusetts with its principal place of business at 60 State Street, Boston,
Massachusetts 02109, and Pioneer Europe Select Fund, a statutory trust organized
under the laws of the State of Delaware with its principal place of business at
60 State Street, Boston, Massachusetts 02109 (the "Acquired Fund").
This Agreement is intended to be and is adopted as a plan of reorganization
within the meaning of Section 368(a) of the United States Internal Revenue Code
of 1986, as amended (the "Code"). The reorganization (the "Reorganization") will
consist of (a) the transfer of all of the assets of the Acquired Fund to the
Acquiring Fund solely in exchange for (i) the issuance of shares of beneficial
interest of each Class of shares of the Acquiring Fund that corresponds to the
Classes of shares of the Acquired Fund equal to the net asset value represented
by such shares (collectively, the "Acquiring Fund Shares" and each, an
"Acquiring Fund Share") to the Acquired Fund, and (ii) the assumption by the
Acquiring Fund of all of the liabilities of the Acquired Fund (the "Assumed
Liabilities"), on the closing date set forth below (the "Closing Date"), and (b)
the distribution by the Acquired Fund, on the Closing Date, or as soon
thereafter as practicable, of the Acquiring Fund Shares to the shareholders of
the Acquired Fund in liquidation and termination of the Acquired Fund, all upon
the terms and conditions hereinafter set forth in this Agreement.
WHEREAS, Acquiring Fund and the Acquired Fund are each registered
investment companies classified as management companies of the open-end type,
and the Acquired Fund owns securities that generally are assets of the character
in which the Acquiring Fund is permitted to invest;
WHEREAS, the Acquiring Fund is authorized to issue shares of beneficial
interest;
WHEREAS, the Board of Trustees of the Acquiring Fund has determined that
the exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares
and the assumption of the Assumed Liabilities of the Acquired Fund by the
Acquiring Fund are in the best interests of the Acquiring Fund shareholders;
WHEREAS, the Board of Trustees of the Acquired Fund has determined that the
exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares and
the assumption of the Assumed Liabilities of the Acquired Fund by the Acquiring
Fund are in the best interests of the Acquired Fund shareholders.
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR THE ACQUIRING
FUND SHARES AND ASSUMPTION OF THE ASSUMED LIABILITIES AND LIQUIDATION
AND TERMINATION OF THE ACQUIRED FUND.
1.1 Subject to the terms and conditions set forth in this Agreement and on
the basis of the representations and warranties contained in this Agreement, the
Acquired Fund agrees to transfer its assets as set forth in paragraph 1.2 to the
Acquiring Fund free and clear of all liens and encumbrances (other than those
arising under the Securities Act of 1933, as amended (the "Securities Act"),
liens for taxes not yet due and payable or being contested in good faith and
contractual restrictions on the transfer of the acquired assets), and the
Acquiring Fund agrees in exchange therefor: (a) to issue to the Acquired Fund
the number of Acquiring Fund Shares of each Class, including fractional
Acquiring Fund Shares, determined (to at
least two decimal places) by dividing the value of the Acquired Fund's net
assets attributable to a Class of shares and transferred to the Acquiring Fund,
computed in the manner and as of the time and date set forth in paragraph 2.1,
by the NAV of one Acquiring Fund Share of the applicable Class, computed in the
manner and as of the time and date set forth in paragraph 2.2; and (b) to assume
the Assumed Liabilities, as set forth in paragraph 1.3. Such transactions shall
take place at the closing provided for in paragraph 3.1 (the "Closing").
1.2 (a) The assets of the Acquired Fund to be acquired by the Acquiring
Fund shall consist of all of the Acquired Fund's property, including, without
limitation, all portfolio securities and instruments, dividends and interest
receivables, cash, goodwill, contractual rights of the Acquired Fund all other
intangible property owned by the Acquired Fund and originals or copies of all
books and records of the Acquired Fund.
(b) The Acquired Fund has provided the Acquiring Fund with a list of all of
the Acquired Fund's securities and other assets as of the date of this
Agreement. The Acquired Fund reserves the right to sell any of these securities
(except to the extent sales may be limited by representations of the Acquired
Fund made in connection with the issuance of the tax opinion provided for in
paragraph 9.5 hereof) but will not, without the prior approval of the Acquiring
Fund, acquire any additional securities other than securities of the type in
which the Acquiring Fund is permitted to invest and shall not acquire, without
the consent of the Acquiring Fund, any securities that are valued at "fair
value" under the valuation procedures of either the Acquired Fund or the
Acquiring Fund.
1.3 The Acquired Fund will endeavor to discharge all the Acquired Fund's
known liabilities and obligations that are or will become due prior to the
Closing Date. The Acquired Fund shall prepare an unaudited statement of assets
and liabilities (the "Closing Statement"), as of the Valuation Date (as defined
in paragraph 2.1), in accordance with GAAP consistently applied from the prior
audited period, including a calculation of the net assets of the Acquired Fund
as of the close of business on the Closing Date. The Acquiring Fund shall assume
the Assumed Liabilities.
1.4 On the Closing Date or as soon thereafter as is practicable, the
Acquired Fund shall liquidate and distribute pro rata to the Acquired Fund's
shareholders of record determined as of the close of business on the Closing
Date (the "Acquired Fund Shareholders") the Acquiring Fund Shares it receives
pursuant to paragraph 1.1. Such liquidation and distribution will be
accomplished by the Acquired Fund instructing the Acquiring Fund to transfer the
Acquiring Fund Shares then credited to the account of the Acquired Fund on the
books of the Acquiring Fund to open accounts on the share records of the
Acquiring Fund in the names of the Acquired Fund Shareholders (as provided to
the Acquiring Fund by the Acquired Fund) and representing the respective pro
rata number of the Acquiring Fund Shares due such shareholders. The Acquired
Fund shall promptly provide the Acquiring Fund with evidence of such liquidation
and distribution. All issued and outstanding shares of the Acquired Fund will
simultaneously be cancelled on the books of the Acquired Fund, although share
certificates representing interests in the Acquired Fund will represent a number
of Acquiring Fund Shares after the Closing Date as determined in accordance with
paragraph 1.1. The Acquiring Fund shall not issue certificates representing the
Acquiring Fund Shares in connection with such exchange.
1.5 Ownership of Acquiring Fund Shares will be shown on the books of the
Acquiring Fund's transfer agent. Acquiring Fund Shares will be issued in the
manner described in the Acquiring Fund's Registration Statement on Form N-14 in
the form attached to this Agreement as Annex A.
1.6 Any transfer taxes payable upon issuance of the Acquiring Fund Shares
in a name other than the registered holder of the Acquired Fund shares on the
books of the Acquired Fund as of the time of issuance shall, as a condition of
such issuance and transfer, be paid by the person to whom such Acquiring Fund
Shares are to be issued and transferred.
1.7 Any reporting responsibility of the Acquired Fund with respect to the
Acquired Fund is and shall remain the responsibility of the Acquired Fund up to
and including the Closing Date and such later date on which the Acquired Fund is
terminated.
1.8 The Acquired Fund shall, following the Closing Date and the making of
all distributions pursuant to paragraph 1.4, be terminated under the laws of the
State of Delaware and in accordance with the Declaration of Trust and By-Laws of
the Acquired Fund.
2. VALUATION
2.1 The value of the assets of the Acquired Fund to be acquired by the
Acquiring Fund hereunder shall be the value of such assets computed as of the
close of regular trading on the New York Stock Exchange, Inc. on the Closing
Date (such time and date being hereinafter called the "Valuation Date"), using
the valuation procedures set forth in the prospectus or statement of additional
information of the Acquired Fund as in effect on the date hereof.
2.2 The NAV of the Acquiring Fund Shares shall be calculated in accordance
with the valuation procedures described in paragraph 2.1.
2.3 All computations of value shall be made by Pioneer Investment
Management, Inc., or its agent, in accordance with its regular practice as
pricing agent for the Acquired Fund.
3. CLOSING AND CLOSING DATE
3.1 The Closing Date shall be , 2004, or such later date as the parties may
agree to in writing. All acts taking place at the Closing shall be deemed to
take place simultaneously as of the close of business on the Closing Date unless
otherwise provided. The Closing shall be held as of 5:00 p.m. (Eastern time) at
the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street,
Boston, Massachusetts, or at such other time and/or place as the parties may
agree.
3.2 Portfolio securities shall be presented by the Acquired Fund to Brown
Brothers Harriman & Co. ("BBH") as custodian for the Acquiring Fund for
examination no later than three business days preceding the Valuation Date. The
Acquiring Fund may, in its sole discretion, reject any securities if it
reasonably believes that the ownership of such securities by the Acquired Fund
or the acquisition of such securities by the Acquiring Fund would violate the
investment policies and restrictions of the Acquired Fund and the Acquiring
Fund. The portfolio securities, cash and due bills shall be delivered by the
Acquired Fund to BBH as custodian for the Acquiring Fund for the account of the
Acquiring Fund at the Closing duly endorsed in proper form for transfer in such
condition as to constitute good delivery thereof in accordance with the custom
of brokers. The cash shall be delivered by wire in federal funds to an account
of the Acquiring Fund specified by the Acquiring Fund.
3.3 BBH, custodian for the Acquired Fund, shall deliver at or as soon as
possible after the Closing a certificate of an authorized officer stating that:
(a) the Acquired Fund's assets have been delivered in proper form to the
Acquiring Fund on the Closing Date and (b) all necessary transfer taxes
including all applicable federal and state stock transfer stamps, if any, have
been paid, or provision for payment shall have been made, in conjunction with
the delivery of portfolio securities.
3.4 In the event that on the Valuation Date (a) the primary trading market
for portfolio securities of the Acquired Fund shall be closed to trading or
trading thereon shall be restricted or (b) trading or the reporting of trading
on such market shall be disrupted so that accurate calculation based upon
available market prices of the value of the net assets of the parties hereto is
impracticable, the Closing Date shall be postponed until the first business day
after the day when trading shall have been fully resumed and reporting shall
have been restored, provided that unless the parties otherwise agree, if the
transactions contemplated by this Agreement shall not have occurred on or prior
to December 31, 2004, each party's obligations under this Agreement shall
terminate without liability to the other party, except for any liability that
may arise out of a party's breach of its obligations under this Agreement prior
to such termination.
3.5 The Acquired Fund shall deliver to the Acquiring Fund at the Closing
(or, if not reasonably available at the Closing, as soon as practicable
thereafter) a list of the names, addresses, taxpayer identification numbers and
backup withholding and nonresident alien withholding status of the Acquired
Fund Shareholders and the number and percentage ownership of outstanding shares
owned by each such shareholder immediately prior to the Closing, certified by
the President, Executive Vice President or Treasurer of the Acquired Fund as
being an accurate record of the information (i) provided by Acquired Fund
Shareholders or (ii) derived from the Acquired Fund's records by such officers
or one of the Acquired Fund's service providers.
3.6 The Acquiring Fund shall issue and deliver a confirmation evidencing
the Acquiring Fund Shares to be credited to the Acquired Fund's account on the
Closing Date to the Secretary of the Acquired Fund, or provide evidence
satisfactory to the Acquired Fund that such Acquiring Fund Shares have been
credited to the Acquired Fund's account on the books of the Acquiring Fund. At
the Closing, each party shall deliver to the other such bills of sale, checks,
assignments, share certificates, if any, receipts or other documents as such
other party or its counsel may reasonably request.
4. LIQUIDATION AND TERMINATION OF ACQUIRED FUND
4.1 As soon as practicable after the Closing, the Acquired Fund shall
liquidate the Acquired Fund and distribute pro rata to the Acquired Fund
Shareholders the Acquiring Fund Shares received pursuant to paragraph 1.1. Such
liquidation and distribution will be accomplished by the transfer of the
Acquiring Fund Shares credited to the account of the Acquired Fund to open
accounts on the share records in the names of Acquired Fund Shareholders as
delivered to the Acquiring Fund prior to the Closing Date in accordance with
paragraph 3.5 and representing the respective pro rata entitlement of each
Acquired Fund Shareholder in the Acquiring Fund Shares of the corresponding
Class held by the Acquired Fund Shareholder at the time of the Closing.
4.2 In connection with such liquidating distributions, (a) the Acquiring
Fund shall not deliver certificates representing its shares and (b) the share
transfer books of the Acquired Fund shall be permanently closed as of the
Closing Date and arrangements satisfactory to the Acquiring Fund, acting
reasonably, shall be made to restrict the further transfer of the Acquired
Fund's shares.
4.3 As soon as practicable after the liquidation of the Acquired Fund, the
Acquired Fund shall terminate its existence as a business trust under the laws
of the State of Delaware and in accordance with the Declaration of Trust and
By-Laws of the Acquired Fund.
5. REPRESENTATIONS AND WARRANTIES
5.1 The Acquired Fund represents and warrants to the Acquiring Fund, which
representations and warranties will be true and correct on the date hereof and
on the Closing Date as though made on and as of the Closing Date, as follows:
(a) The Acquired Fund is a statutory trust validly existing and in good
standing under the laws of the State of Delaware and has the power to own all of
its properties and assets and, subject to approval by the Acquired Fund
Shareholders, to perform its obligations under this Agreement. The Acquired Fund
is not required to qualify to do business in any jurisdiction in which it is not
so qualified or where failure to qualify would not subject it to any material
liability or disability. The Acquired Fund has all necessary federal, state and
local authorizations to own all of its properties and assets and to carry on its
business as now being conducted;
(b) The Acquired Fund is a registered investment company classified as a
management company of the open-end type, and its registration with the
Securities and Exchange Commission (the "Commission") under the Investment
Company Act of 1940 (the "Investment Company Act") is in full force and effect;
(c) The Acquired Fund is not, and the execution, delivery and performance
of this Agreement in respect of the Acquired Fund will not result, in a material
violation of its Declaration of Trust or By-Laws or of any material agreement,
indenture, instrument, contract, lease or other undertaking with
respect to the Acquired Fund to which the Acquired Fund is a party or by which
the Acquired Fund or its assets are bound;
(d) Except as specifically disclosed on Schedule 5.1(d) or included in the
calculation of NAV on the Valuation Date, the Acquired Fund has no material
contracts or other commitments (other than this Agreement) with respect to the
Acquired Fund which will be terminated with liability to either the Acquired
Fund or to the Acquired Fund on or prior to the Closing Date;
(e) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or to its knowledge
threatened against the Acquired Fund or any of the Acquired Fund's properties or
assets, except as previously disclosed in writing to, and acknowledged in
writing by, the Acquiring Fund. The Acquired Fund is not a party to or subject
to the provisions of any order, decree or judgment of any court or governmental
body which materially and adversely affects the Acquired Fund's business or the
Acquired Fund's ability to consummate the transactions herein contemplated;
(f) The statement of assets and liabilities of the Acquired Fund as of [ ],
2003 has been audited by Ernst & Young LLP, independent certified public
accountants, has been prepared in accordance with GAAP consistently applied and
fairly reflects the financial condition of the Acquired Fund as of such date;
except for the Assumed Liabilities, the Acquired Fund will not have any known or
contingent liabilities on the Closing Date;
(g) Since [ ], 2003, except as disclosed on a schedule to this Agreement or
specifically disclosed in the Acquired Fund's prospectus or statement of
additional information as in effect on the date of this Agreement, there has not
been any material adverse change in the Acquired Fund's financial condition,
assets, liabilities, business or prospects, or any incurrence by the Acquired
Fund of indebtedness, except for normal contractual obligations incurred in the
ordinary course of business or in connection with the settlement of purchases
and sales of portfolio securities. For the purposes of this subparagraph (g), a
decline in NAV per share of the Acquired Fund arising out of its normal
investment operations or a decline in net assets of the Acquired Fund as a
result of redemptions shall not constitute a material adverse change;
(h) For each taxable year of its operation, the Acquired Fund has met the
requirements of Subchapter M of the Code for qualification and favorable tax
treatment as a regulated investment company and will qualify as such as of the
Closing Date with respect to its taxable year ending on the Closing Date. The
Acquired Fund has not taken any action, or failed to take any action, which has
caused or will cause the Acquired Fund to fail to qualify for such favorable tax
treatment as a regulated investment company under the Code. The Acquired Fund
has not been notified that any tax return or other filing of the Acquired Fund
has been reviewed or audited by any federal, state, local or foreign taxing
authority. Except as set forth on Schedule 5.1:
(A) The Acquired Fund shall have filed all federal, state and local
tax returns required by law to be filed, including all information
returns and payee statements, and all tax returns for foreign
countries, provinces and other governing bodies that have jurisdiction
to levy taxes upon;
(B) The Acquired Fund shall have paid all taxes, interest, penalties,
assessments and deficiencies which have become due or which have been
claimed to be due or provision shall have been made for the payment
thereof;
(C) All tax returns filed or to be filed by the Acquired Fund shall
constitute complete and accurate reports of the respective tax
liabilities of the Acquired Fund or, in the case of information
returns and payee statements, the amounts required to be reported
accurately set forth all material items required to be included or
reflected in such returns;
(D) The Acquired Fund has not and will not have waived or extended any
applicable statute of limitations relating to the assessment of
federal, state, local or foreign taxes; and
(E) The Acquired Fund has not been notified that any examinations of
the federal, state, local or foreign tax returns of the Acquired Fund
are currently in progress or threatened and no deficiencies have been
asserted or assessed against the Acquired Fund as a result of any
audit by the Internal Revenue Service or any state, local or foreign
taxing authority, and no such deficiency has been proposed or
threatened;
(i) All issued and outstanding shares of the Acquired Fund are, and at the
Closing Date will be, duly and validly issued and outstanding, fully paid and
non-assessable. To the Acquired Fund's knowledge, all of the issued and
outstanding shares of the Acquired Fund will, at the time of Closing, be held of
record by the persons and in the amounts set forth in the records of the
transfer agent as provided in paragraph 3.5. The Acquired Fund does not have
outstanding any options, warrants or other rights to subscribe for or purchase
any shares of the Acquired Fund, nor is there outstanding any security
convertible into any shares of the Acquired Fund;
(j) At the Closing Date, the Acquired Fund will have good and marketable
title to the assets to be transferred to the Acquiring Fund pursuant to
paragraph 1.1 and full right, power and authority to sell, assign, transfer and
deliver such assets hereunder, and, upon delivery and payment for such assets,
the Acquiring Fund will acquire good and marketable title thereto, subject to no
restrictions on the full transfer thereof, except such restrictions as might
arise under the Securities Act, other than as disclosed in writing to, and
acknowledged in writing by, the Acquiring Fund;
(k) The Acquired Fund has the power and authority to enter into and perform
its obligations under this Agreement. The execution, delivery and performance of
this Agreement has been duly authorized by all necessary action on the part of
the Acquired Fund's Board of Trustees, and, subject to the approval of the
Acquired Fund Shareholders, assuming due authorization, execution and delivery
by the Acquiring Fund, this Agreement will constitute a valid and binding
obligation of the Acquired Fund, enforceable in accordance with its terms,
subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium
and other laws relating to or affecting creditors' rights and to general equity
principles;
(l) Any information furnished by the Acquired Fund for use in registration
statements, proxy materials and any information necessary to compute the total
return of the Acquired Fund shall be accurate and complete in all material
respects and shall comply in all material respects with federal securities and
other laws and regulations applicable thereto or the requirements of any form
for which its use is intended;
(m) The proxy statement to be included in the Acquiring Fund's Registration
Statement on Form N-14 attached hereto as Annex A (other than information
therein that relates to Pioneer Investment Management, Inc., the Acquiring Fund
or their affiliates) will, on the effective date of that Registration Statement
and on the Closing Date, not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading;
(n) Except as set forth on Schedule 5.1 and as will be obtained on or prior
to the Closing Date, no consent, approval, authorization or order of any court
or governmental authority is required for the consummation by the Acquired Fund
of the transactions contemplated by this Agreement;
(o) To the Acquired Fund's knowledge, all of the issued and outstanding
shares of beneficial interest of the Acquired Fund have been offered for sale
and sold in conformity with all applicable federal and state securities laws;
(p) The Acquired Fund currently complies in all material respects with and
since its organization has complied in all material respects with the
requirements of, and the rules and regulations under, the Investment Company
Act, the Securities Act, the Securities Exchange Act of 1934 (the
"Exchange Act"), state "Blue Sky" laws and all other applicable federal and
state laws or regulations. The Acquired Fund currently complies in all material
respects with, and since its organization has complied in all material respects
with, all investment objectives, policies, guidelines and restrictions and any
compliance procedures established by the Acquired Fund with respect to the
Acquired Fund. All advertising and sales material used by the Acquired Fund
complies in all material respects with and has complied in all material respects
with the applicable requirements of the Securities Act, the rules and
regulations of the Commission, and, to the extent applicable, the Conduct Rules
of the National Association of Securities Dealers, Inc. (the "NASD") and any
applicable state regulatory authority. All registration statements,
prospectuses, reports, proxy materials or other filings required to be made or
filed with the Commission, the NASD or any state securities authorities by the
Acquired Fund have been duly filed and have been approved or declared effective,
if such approval or declaration of effectiveness is required by law. Such
registration statements, prospectuses, reports, proxy materials and other
filings under the Securities Act, the Exchange Act and the Investment Company
Act (i) are or were in compliance in all material respects with the requirements
of all applicable statutes and the rules and regulations thereunder and (ii) do
not or did not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
false or misleading;
(q) The Acquired Fund has previously provided to the Acquiring Fund (and
will at the Closing provide an update through the Closing Date of such
information) with data which supports a calculation of the Acquired Fund's total
return and yield for all periods since the organization of the Acquired Fund.
Such data has been prepared in accordance in all material respects with the
requirements of the Investment Company Act and the regulations thereunder and
the rules of the NASD; and
(r) The prospectus of the Acquired Fund dated [December 29, 2003], and any
amendments or supplements thereto, previously furnished to the Acquiring Fund,
did not as of their dates or the dates of their distribution to the public
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not
misleading.
(s) The Acquired Fund Tax Representation Certificate to be delivered by the
Acquired Fund to the Acquiring Fund and Wilmer Cutler Pickering Hale and Dorr
LLP at the Closing pursuant to paragraph 8.4 (the "Acquired Fund Tax
Representation Certificate") will not on the Closing Date contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein not misleading.
5.2 The Acquiring Fund represents and warrants to the Acquired Fund, which
representations and warranties will be true and correct on the date hereof and
on the Closing Date as though made on and as of the Closing Date, as follows:
(a) The Acquiring Fund is a business trust, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts and has the power
to own all of its properties and assets and to perform its obligations under
this Agreement. The Acquiring Fund is not required to qualify to do business in
any jurisdiction in which it is not so qualified or where failure to qualify
would not subject it to any material liability or disability. The Acquiring Fund
has all necessary federal, state and local authorizations to own all of its
properties and assets and to carry on its business as now being conducted;
(b) The Acquiring Fund is a registered investment company classified as a
management company of the open-end type, and its registration with the
Commission as an investment company under the Investment Company Act is in full
force and effect;
(c) The prospectus and statement of additional information of the Acquiring
Fund included in the Acquiring Fund's registration statement that will be in
effect on the Closing Date will conform in all material respects with the
applicable requirements of the Securities Act and the Investment Company Act and
the rules and regulations of the Commission thereunder and will not as of its
date and as of the Closing Date contain any untrue statement of a material fact
or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading;
(d) The Acquiring Fund is not, and its execution, delivery and performance
of this Agreement will not result, in violation of its Agreement and Declaration
of Trust or By-Laws or in material violation of any agreement, indenture,
instrument, contract, lease or other undertaking with respect to the Acquiring
Fund to which it is a party or by which it is bound;
(e) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or threatened against
the Acquiring Fund or any of the Acquiring Fund's properties or assets, except
as previously disclosed in writing to, and acknowledged in writing by, the
Acquired Fund. The Acquiring Fund knows of no facts which might form the basis
for the institution of such proceedings, and the Acquiring Fund is not a party
to or subject to the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects the Acquiring Fund's
business or its ability to consummate the transactions contemplated herein;
(f) The Acquiring Fund has the power and authority to enter into and
perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary action,
if any, on the part of the Acquiring Fund's Board of Trustees, and, assuming due
authorization, execution and delivery by the Acquired Fund, this Agreement will
constitute a valid and binding obligation of the Acquiring Fund, enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights and to general equity principles;
(g) The Acquiring Fund Shares to be issued and delivered to the Acquired
Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms
of this Agreement, will at the Closing Date have been duly authorized and, when
so issued and delivered, will be duly and validly issued Acquiring Fund Shares
and will be fully paid and non-assessable; the Acquiring Fund does not have
outstanding any options, warrants or other rights to subscribe for or purchase
any Acquiring Fund Shares, nor is there outstanding any security convertible
into any of the Acquiring Fund Shares;
(h) The information to be furnished by the Acquiring Fund for use in proxy
materials and other documents which may be necessary in connection with the
transactions contemplated hereby shall be accurate and complete in all material
respects and shall comply in all material respects with federal securities and
other laws and regulations applicable thereto or the requirements of any form
for which its use is intended;
(i) For each taxable year of its operation, the Acquiring Fund has met the
requirements of Subchapter M of the Code for qualification and treatment as a
regulated investment company and has elected to be treated as such and will
qualify as such as of the Closing Date. The Acquiring Fund has not taken any
action which has caused or will cause the Acquiring Fund to fail to qualify as a
regulated investment company under the Code. The Acquiring Fund has not been
notified that any tax return or other filing of the Acquiring Fund has been
reviewed or audited by any federal, state, local or foreign taxing authority.
Except as set forth on Schedule 5.1:
(A) The Acquiring Fund shall have filed all federal, state and local
tax returns required to be filed, including all information returns
and payee statements, and all tax returns for foreign countries,
provinces and other governing bodies that have jurisdiction to levy
taxes upon it;
(B) The Acquiring Fund shall have paid all taxes, interest, penalties,
assessments and deficiencies which have become due or which have been
claimed to be due or provision shall have been made for the payment
thereof;
(C) All tax returns filed or to be filed by the Acquiring Fund shall
constitute complete and accurate reports of the respective tax
liabilities of the Acquiring Fund or, in
the case of information returns and payee statements, the amounts
required to be reported accurately set forth all material items
required to be included or reflected in such returns;
(D) The Acquiring Fund has not and will not have waived or extended
any applicable statute of limitations relating to the assessment of
federal, state, local or foreign taxes; and
(E) The Acquiring Fund has not been notified that any examinations of
the federal, state, local or foreign tax returns of the Acquiring Fund
are currently in progress or threatened and no deficiencies have been
asserted or assessed against the Acquiring Fund as a result of any
audit by the Internal Revenue Service or any state, local or foreign
taxing authority, and no such deficiency has been proposed or
threatened;
(j) Immediately prior to the Closing, the Acquiring Fund will be in
compliance in all material respects with all applicable laws, rules and
regulations, including, without limitation, the Investment Company Act, the
Securities Act, the Exchange Act and all applicable state securities laws.
Immediately prior to the Closing, the Acquiring Fund will be in compliance in
all material respects with the applicable investment policies and restrictions
set forth in its registration statement currently in effect and will have
calculated its NAV in accordance with the Acquiring Fund's registration
statement;
(k) The Acquiring Fund Shares to be issued pursuant to this Agreement shall
on the Closing Date be duly registered under the Securities Act by a
Registration Statement on Form N-14 of the Acquiring Fund then in effect and
qualified for sale under the applicable state securities laws; and
(l) The Acquiring Fund Shares to be issued pursuant to this Agreement are
duly authorized and on the Closing Date will be validly issued and fully paid
and non-assessable and will conform in all material respects to the description
thereof contained in the Acquiring Fund's Registration Statement on Form N-14.
On the Closing Date, the Acquiring Fund shall not, except as provided herein,
have outstanding any warrants, options, convertible securities or any other type
of right pursuant to which any person could acquire Acquiring Fund Shares.
(m) The Acquiring Fund Tax Representation Certificate to be delivered by
the Acquiring Fund to the Acquired Fund and Wilmer Cutler Pickering Hale and
Dorr LLP at Closing pursuant to paragraph 7.3 (the "Acquiring Fund Tax
Representation Certificate") will not on the Closing Date contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein not misleading.
6. COVENANTS OF EACH OF THE PARTIES
6.1 The Acquired Fund will operate its business in the ordinary course
between the date hereof and the Closing Date. It is understood that such
ordinary course of business will include the declaration and payment of
customary dividends and distributions and any other dividends and distributions
necessary or advisable (except to the extent distributions that are not
customary may be limited by representations made in connection with the issuance
of the tax opinion described in paragraph 9.5 hereof), in each case payable
either in cash or in additional shares.
6.2 The Acquired Fund will call a meeting of the Acquired Fund Shareholders
to consider and act upon the matters set forth in the proxy statement. Each of
the Acquired Fund and the Acquiring Fund will use reasonable efforts to promptly
prepare and file with the Commission a Registration Statement on Form N-14
relating to the transactions contemplated by this Agreement.
6.3 The Acquired Fund covenants that the Acquiring Fund Shares to be issued
hereunder are not being acquired for the purpose of making any distribution
thereof other than in accordance with the terms of this Agreement.
6.4 The Acquired Fund will assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably requests concerning the beneficial
ownership of the Acquired Fund's shares.
6.5 Subject to the provisions of this Agreement, each of the Acquired Fund
and the Acquiring Fund will take, or cause to be taken, all actions, and do or
cause to be done, all things reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement.
6.6 The Acquired Fund shall furnish to the Acquiring Fund on the Closing
Date the Closing Statement, which statement shall be prepared in accordance with
GAAP consistently applied and shall be certified by the Acquired Fund's
Treasurer or Assistant Treasurer. As promptly as practicable, but in any case
within 90 days after the Closing Date, the Acquired Fund shall furnish to the
Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring
Fund, a statement of the earnings and profits of the Acquired Fund for federal
income tax purposes, and of any capital loss carryovers and other items that
will be carried over to the Acquiring Fund as a result of Section 381 of the
Code, and which statement will be certified by the Treasurer of the Acquired
Fund.
6.7 The Acquired Fund shall provide the Acquiring Fund with information
reasonably necessary for the preparation of a prospectus, which will include the
proxy statement, referred to in paragraph 5.1(m), all to be included in the
Acquiring Fund's Registration Statement on Form N-14, in compliance with the
Securities Act, the Exchange Act and the Investment Company Act in connection
with the meeting of the Acquired Fund Shareholders to consider approval of this
Agreement and the transactions contemplated herein.
6.8 The Acquired Fund shall maintain errors and omissions insurance
covering management of the Acquired Fund prior to and including the Closing
Date.
6.9 Neither the Acquired Fund not the Acquiring Fund shall take any action
that is inconsistent with the representations set forth in, with respect to the
Acquired Fund, the Acquired Fund Tax Representation Certificate, and with
respect to the Acquiring Fund, the Acquiring Fund Tax Representation
Certificate, to the extent such action would prevent the reorganization from
qualifying as a "reorganization" under Section 368(a) of the Code.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND
The obligations of the Acquired Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquiring Fund of all of the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following further
conditions, unless waived by the Acquired Fund in writing:
7.1 All representations and warranties made in this Agreement by the
Acquiring Fund shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated by
this Agreement, as of the Closing Date with the same force and effect as if made
on and as of the Closing Date;
7.2 The Acquiring Fund shall have delivered to the Acquired Fund a
certificate executed in its name by its President, Executive Vice President,
Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory
to the Acquired Fund and dated as of the Closing Date, to the effect that the
representations and warranties made in this Agreement by the Acquiring Fund are
true and correct in all material respects at and as of the Closing Date, except
as they may be affected by the transactions contemplated by this Agreement; and
7.3 The Acquiring Fund shall have delivered to the Acquired Fund and Wilmer
Cutler Pickering Hale and Dorr LLP an Acquiring Fund Tax Representation
Certificate, satisfactory to the Acquired Fund and Wilmer Cutler Pickering Hale
and Dorr LLP, substantially in the form attached to this Agreement as Annex B,
concerning certain tax-related maters with respect to the Acquiring Fund.
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquired Fund of all of the its obligations hereunder on or before the Closing
Date and, in addition thereto, the following further conditions:
8.1 All representations and warranties made in this Agreement by the
Acquired Fund shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated by
this Agreement, as of the Closing Date with the same force and effect as if made
on and as of the Closing Date;
8.2 The Acquired Fund shall have delivered to the Acquiring Fund a
statement of the Acquired Fund's assets and liabilities showing the federal tax
bases and holding periods as of the Closing Date, certified by the Acquired
Fund's Treasurer or Assistant Treasurer;
8.3 The Acquired Fund shall have delivered to the Acquiring Fund on the
Closing Date a certificate executed in its name by its President, Executive Vice
President, Treasurer or Assistant Treasurer, in form and substance reasonably
satisfactory to the Acquiring Fund and dated as of the Closing Date, to the
effect that the representations and warranties made in this Agreement are true
and correct in all material respects at and as of the Closing Date, except as
they may be affected by the transactions contemplated by this Agreement; and
8.4 The Acquired Fund shall have delivered to the Acquiring Fund and Wilmer
Cutler Pickering Hale and Dorr LLP an Acquired Fund Tax Representation
Certificate, satisfactory to the Acquiring Fund and Wilmer Cutler Pickering Hale
and Dorr LLP, substantially in the form attached to this Agreement as Annex C,
concerning certain tax-related matters with respect to the Acquired Fund.
9. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF THE PARTIES
If any of the conditions set forth below do not exist on or before the
Closing Date with respect to either party hereto, the other party to this
Agreement shall, at its option, not be required to consummate the transactions
contemplated by this Agreement:
9.1 This Agreement and the transactions contemplated herein shall have been
approved by the requisite vote of the holders of the outstanding shares of the
Acquired Fund in accordance with the provisions of each of the Acquired Fund's
Declaration of Trust and By-Laws, and certified copies of the votes evidencing
such approval shall have been delivered to the Acquiring Fund. Notwithstanding
anything herein to the contrary, neither party hereto may waive the conditions
set forth in this paragraph 9.1;
9.2 On the Closing Date, no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein;
9.3 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Commission and of state Blue Sky and securities authorities) deemed
necessary by either party hereto to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or properties of
either party hereto, provided that either party may for itself waive any of such
conditions;
9.4 The Acquiring Fund's Registration Statement on Form N-14 shall have
become effective under the Securities Act and no stop orders suspending the
effectiveness thereof shall have been issued and, to the best knowledge of the
parties hereto, no investigation or proceeding for that purpose shall have been
instituted or be pending, threatened or contemplated under the Securities Act;
9.5 The parties shall have received a favorable opinion of Wilmer Cutler
Pickering Hale and Dorr LLP, addressed to the Acquiring Fund and the Acquired
Fund and satisfactory to the Acquiring Fund and the Acquired Fund, substantially
to the effect that for federal income tax purposes, on the basis of the facts,
representations and assumptions set forth in such opinion, the acquisition by
the Acquiring Fund of all of the assets of the Acquired Fund solely in exchange
for the issuance of Acquiring Fund Shares to the Acquired Fund and the
assumption of all of the Assumed Liabilities by the Acquiring Fund, followed by
the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of
Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their
Acquired Fund shares of beneficial interest and the termination of the Acquired
Fund, will constitute a reorganization within the meaning of Section 368(a) of
the Code. Notwithstanding anything herein to the contrary, neither Acquiring
Fund nor Acquired Fund may waive the conditions set forth in this paragraph 9.5;
and
9.6 The Acquired Fund shall have distributed to its shareholders, in a
distribution or distributions qualifying for the deduction for dividends paid
under Section 561 of the Code, all of its investment company taxable income (as
defined in Section 852(b)(2) of the Code determined without regard to Section
852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all
of the excess of (i) its interest income excludable from gross income under
Section 103(a) of the Code over (ii) its deductions disallowed under Sections
265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date,
and all of its net capital gain (as such term is used in Sections 852(b)(3)(A)
and (C) of the Code), after reduction by any available capital loss
carryforward, for its taxable year ending on the Closing Date.
10. BROKERAGE FEES AND EXPENSES
10.1 Each party hereto represents and warrants to the other party hereto
that there are no brokers or finders entitled to receive any payments in
connection with the transactions provided for herein.
10.2 The parties have been informed by Pioneer Investment Management, Inc.
that it will pay all expenses incurred in connection with the Reorganization
(including, but not limited to, the preparation of the proxy statement and
solicitation expenses).
11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
11.1 The parties hereto agree that no party has made any representation,
warranty or covenant not set forth herein or referred to in paragraph 9.6 hereof
and that this Agreement constitutes the entire agreement between the parties.
11.2 The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
12. TERMINATION
12.1 This Agreement may be terminated at any time prior to the Closing Date
by: (a) the mutual agreement of the Acquired Fund and the Acquiring Fund; (b)
any party in the event that the other party hereto shall breach any material
representation, warranty or agreement contained herein to be performed at or
prior to the Closing Date and has not cured such breach within 10 days of notice
thereof; or (c) a condition herein expressed to be precedent to the obligations
of the terminating party has not been met and it reasonably appears that it will
not or cannot be met.
12.2 In the event of any such termination, there shall be no liability for
damages on the part of any party hereto or their respective Trustees or officers
to the other party, but[, except as provided in Section 10,] each shall bear the
expenses incurred by it incidental to the preparation and carrying out of this
Agreement.
13. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the
Acquired Fund and the Acquiring Fund; provided, however, that following the
meeting of the Acquired Fund Shareholders called by the Acquired Fund pursuant
to paragraph 6.2 of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of the Acquiring Fund Shares
to be issued to the Acquired Fund Shareholders under this Agreement to the
detriment of the Acquired Fund Shareholders without their further approval.
14. NOTICES
Any notice, report, statement or demand required or permitted by any
provision of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Acquired Fund and the
Acquiring Fund at 60 State Street, Boston, Massachusetts 02109.
15. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
15.1 The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
15.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
15.3 This Agreement shall be governed by and construed in accordance with
the laws of The Commonwealth of Massachusetts.
15.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by
either party without the written consent of the other party hereto. Nothing
herein expressed or implied is intended or shall be construed to confer upon or
give any person, firm, corporation or other entity, other than the parties
hereto and their respective successors and assigns, any rights or remedies under
or by reason of this Agreement.
15.5 It is expressly agreed that the obligations of the Acquiring Fund and
the Acquired Fund shall not be binding upon any of their respective Trustees,
shareholders, nominees, officers, agents or employees personally, but bind only
the property of the Acquiring Fund or the Acquired Fund, as the case may be, as
provided in the Declaration of Trust of the Acquiring Fund and the Acquired
Fund, respectively. The execution and delivery of this Agreement have been
authorized by the Acquired Trustees of each of the Acquiring Fund and the
Acquired Fund and this Agreement has been executed by authorized officers of the
Acquiring Fund and the Acquired Fund acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officers
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the property of the
Acquiring Fund and the Acquired Fund, as the case may be, as provided in the
Declaration of Trust of the Acquiring Fund and the Acquired Fund, respectively.
[Remainder of page left blank intentionally.]
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its President or Vice President and attested by its Secretary or
Assistant Secretary.
Attested: PIONEER EUROPE FUND
By: By:
Name: Name:
Title: Title:
Attest: PIONEER EUROPE SELECT FUND
By: By:
Name: Name:
Title: Title:
Exhibit B
TAX REPRESENTATION CERTIFICATE OF
PIONEER EUROPE FUND
This certificate is being delivered in connection with the transaction to
be effected pursuant to the Agreement and Plan of Reorganization (the
"Agreement") made as of ________________, 2004 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 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").
The undersigned officer of Acquiring Fund, after consulting with its
counsel, auditors and tax advisers regarding the meaning of and factual support
for the following representations, on behalf of Acquiring Fund, hereby certifies
and represents that the following statements are true, complete and correct and
will be true, complete and correct on the date of the transaction and thereafter
as relevant. Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the meaning ascribed to them in the Agreement.
1. Acquiring Fund is a business trust established under the laws of the
Commonwealth of Massachusetts, and Acquiring Fund is, and has been at all times,
treated as a separate corporation for federal income tax purposes.
2. Neither Acquiring Fund nor any person treated as related to Acquiring Fund
under Treasury Regulation Section 1.368-1(e)(3) nor any partnership of which
Acquiring Fund or any such related person is a partner has any plan or intention
to redeem or otherwise acquire any of the Acquiring Fund Shares received by
shareholders of Acquired Fund in the transaction except in the ordinary course
of Acquiring Fund's business in connection with its legal obligation under
Section 22(e) of the Investment Company Act of 1940, as amended (the "1940
Act"), as a registered open-end investment company to redeem its own shares.
3. After the transaction, Acquiring Fund will continue the historic business
of Acquired Fund or will use all or a significant portion of the historic
business assets of Acquired Fund in a business. For this purpose, Acquiring Fund
shall be treated as conducting the business and holding the assets of certain
related entities, as described in Treasury Regulation Section 1.368-1(d)(4).
4. Acquiring Fund has no plan or intention to sell or otherwise dispose of any
assets of Acquired Fund acquired in the transaction, except for dispositions
made in the ordinary course of its business or to maintain its qualification as
a regulated investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), and except for transfers of assets to certain
related entities, as described in Section 368(a)(2)(C) of the Code or Treasury
Regulation Section 1.368-2(k)(1).
5. Any expenses of Acquired Fund incurred in connection with the transaction
which are paid or assumed by Acquiring Fund will be expenses of Acquired Fund
solely and directly related to the transaction in accordance with Rev. Rul.
73-54, 1973-1 C.B. 187. Acquiring Fund will not pay or assume the expenses, if
any, of Acquired Fund shareholders in connection with the transaction.
6. There is no, and never has been any, indebtedness between Acquiring Fund
and Acquired Fund.
7. Acquiring Fund has properly elected to be treated as a regulated investment
company under Subchapter M of the Code, has qualified for the special tax
treatment afforded regulated investment companies under the Code for each
taxable year since inception, qualifies for such treatment as of the date of the
transaction, and intends to qualify for such treatment after the transaction.
8. Acquiring Fund meets the requirements of a regulated investment company as
defined in Section 368(a)(2)(F) of the Code.
9. Acquiring Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.
10. Acquiring Fund does not now own and has never owned, directly or
indirectly, any shares of Acquired Fund.
11. As of the date of the transaction, the fair market value of the Acquiring
Fund Shares issued to Acquired Fund in exchange for the assets of Acquired Fund
will be approximately equal to the fair market value of the assets of Acquired
Fund received by Acquiring Fund, minus the Acquired Fund Liabilities assumed by
Acquiring Fund. Acquiring Fund will not furnish any consideration in connection
with the acquisition of Acquired Fund's assets other than the assumption of such
Acquired Fund Liabilities and the issuance of such Acquiring Fund Shares.
12. Acquired Fund shareholders will not be in control (within the meaning of
Sections 368(a)(2)(H)(i) and 304(c) of the Code, which provide that control
means the ownership of shares possessing at least 50% of the total combined
voting power of all classes of shares that are entitled to vote or at least 50%
of the total value of shares of all classes) of Acquiring Fund after the
transaction.
13. The transaction is being undertaken for valid and substantial business
purposes, including capitalizing on potential economies of scale in expenses,
including the costs of accounting, legal, transfer agency, insurance, custodial,
and administrative services, and increasing diversification.
14. No Acquired Fund shareholder is acting as agent for Acquiring Fund in
connection with the transaction or approval thereof. Acquiring Fund will not
reimburse any Acquired Fund shareholder for Acquired Fund shares such
shareholder may have purchased or for other obligations such shareholder may
have incurred.
The undersigned officer of Acquiring Fund is authorized to make all of the
representations set forth herein, and the undersigned is authorized to execute
this certificate on behalf of Acquiring Fund. The undersigned recognizes that
Wilmer Cutler Pickering Hale and Dorr LLP will rely upon the foregoing
representations in evaluating the United States federal income tax consequences
of the transaction and rendering its opinion pursuant to Section 9.5 of the
Agreement. If, prior to the date of the transaction, any of the representations
set forth herein ceases to be accurate, the undersigned agrees to deliver to
Wilmer Cutler Pickering Hale and Dorr LLP immediately a written notice to that
effect.
PIONEER EUROPE FUND
By:
Name:
Title:
Dated: _______________, 2004
Exhibit C
TAX REPRESENTATION CERTIFICATE OF
PIONEER EUROPE SELECT FUND
This certificate is being delivered in connection with the transaction to
be effective pursuant to the Agreement and Plan of Reorganization (the
"Agreement") made as of ___________ , 2004 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 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").
The undersigned officer of Acquired Fund, after consulting with its
counsel, auditors and tax advisers regarding the meaning of and factual support
for the following representations, on behalf of Acquired Fund, hereby certifies
and represents that the following statements are true, complete and correct and
will be true, complete and correct on the date of the transaction and thereafter
as relevant. Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the meaning ascribed to them in the Agreement.
15. Acquired Fund is a statutory trust established under the laws of the
State of Delaware, and Acquired Fund is, and has been at all times,
treated as a separate corporation for federal income tax purposes.
16. As of the date of the transaction, the fair market value of the
Acquiring Fund Shares received by each shareholder that holds shares
of Acquired Fund (the "Acquired Fund Shares") will be approximately
equal to the fair market value of the Acquired Fund Shares with
respect to which such Acquiring Fund Shares are received, and the
aggregate consideration received by Acquired Fund shareholders in
exchange for their Acquired Fund Shares will be approximately equal to
the fair market value of all of the outstanding Acquired Fund Shares
immediately prior to the transaction. No property other than Acquiring
Fund Shares will be distributed to shareholders of Acquired Fund in
exchange for their Acquired Fund Shares, nor will any such shareholder
receive cash or other property as part of the transaction.
17. Neither Acquired Fund nor any person "related" to Acquired Fund (as
defined in Treasury Regulation Section 1.368-1(e)(3)) nor any
partnership in which the Acquired Fund or any such related person is a
partner has redeemed, acquired or otherwise made any distributions
with respect to any shares of the Acquired Fund as part of the
transaction, or otherwise pursuant to a plan of which the transaction
is a part, other than redemptions and distributions made in the
ordinary course of Acquired Fund's business as an open-end regulated
investment company. There is no plan or intention on the part of any
shareholder of Acquired Fund that owns beneficially 5% or more of the
Acquired Fund Shares and, to the best knowledge of management of
Acquired Fund, there is no plan or intention on the part of the
remaining shareholders of Acquired Fund, in connection with the
transaction, to engage in any transaction with Acquired Fund,
Acquiring Fund, or any person treated as related to Acquired Fund or
Acquiring Fund under Treasury Regulation Section 1.368-1(e)(3) or any
partnership in which Acquired Fund, Acquiring Fund, or any person
treated as related to Acquired Fund or Acquiring Fund under Treasury
Regulation Section 1.368-1(e)(3) is a partner involving the sale,
redemption or exchange of any of the Acquired Fund Shares or any of
the Acquiring Fund Shares to be received in the transaction, as the
case may be.
18. Acquired Fund assets transferred to Acquiring Fund will comprise at
least ninety percent (90%) of the fair market value of the net assets
and at least seventy percent (70%) of the fair market value of the
gross assets held by Acquired Fund immediately prior to the
transaction. For purposes of this representation, amounts used by
Acquired Fund to pay expenses of the transaction and all redemptions
and distributions (except for redemptions in the ordinary course of
business upon demand of a shareholder that Acquired Fund is required
to make as an open-end investment company pursuant to Section 22(e) of
the Investment Company Act of 1940, as amended, and regular, normal
dividends) made by Acquired Fund immediately preceding the transaction
are taken into account as assets of Acquired Fund held immediately
prior to the transaction.
19. As of the date of the transaction, the fair market value of the
Acquiring Fund Shares issued to Acquired Fund in exchange for the
assets of Acquired Fund will be approximately equal to the fair market
value of the assets of Acquired Fund received by Acquiring Fund, minus
the Acquired Fund Liabilities assumed by Acquiring Fund. Acquired Fund
will not receive any consideration from the Acquiring Fund in
connection with the acquisition of Acquired Fund's assets other than
the assumption of such Acquired Fund Liabilities and the issuance of
such Acquiring Fund Shares.
20. The Acquired Fund Liabilities assumed by Acquiring Fund plus the
liabilities, if any, to which the transferred assets are subject were
incurred by Acquired Fund in the ordinary course of its business.
21. The fair market value of the Acquired Fund assets transferred to
Acquiring Fund will equal or exceed the sum of the Acquired Fund
Liabilities assumed by Acquiring Fund within the meaning of Section
357(d) of the Internal Revenue Code of 1986, as amended (the "Code").
22. Acquired Fund currently conducts its historic business within the
meaning of Treasury Regulation Section 1.368-1(d), which provides
that, in general, a corporation's historic business is the business it
has conducted most recently, but does not include a business that the
corporation enters into as part of a plan of reorganization. The
Acquired Fund assets transferred to Acquiring Fund will be Acquired
Fund's historic business assets within the meaning of Treasury
Regulation Section 1.368-1(d), which provides that a corporation's
historic business assets are the assets used in its historic business.
23. Acquired Fund will distribute to its shareholders the Acquiring Fund
Shares it receives, and its other properties, if any, pursuant to the
transaction and will be liquidated promptly thereafter.
24. The expenses of Acquired Fund incurred by it in connection with the
transaction which are to be assumed by Acquiring Fund, if any, will be
only such expenses that are solely and directly related to the
transaction in accordance with Rev. Rul. 73-54, 1973-1 C.B. 187.
Acquired Fund will not pay any expenses incurred by its shareholders
in connection with the transaction.
25. There is no, and never has been any, indebtedness between Acquiring
Fund and Acquired Fund.
26. Acquired Fund has properly elected to be treated as a regulated
investment company under Subchapter M of the Code, has qualified for
the special tax treatment afforded regulated investment companies
under Subchapter M of the Code for each taxable year since inception,
and qualifies for such treatment for its taxable year ending on the
closing date of the transaction.
27. Acquired Fund meets the requirements of a regulated investment company
as defined in Section 368(a)(2)(F) of the Code.
28. Acquired Fund is not under the jurisdiction of a court in a Title 11
or similar case within the meaning of Section 368(a)(3)(A) of the
Code.
29. Acquired Fund shareholders will not be in control (within the meaning
of Sections 368(a)(2)(H)(i) and 304(c) of the Code, which provide that
control means the ownership of shares possessing at least 50% of the
total combined voting power of all classes of shares that are entitled
to vote or at least 50% of the total value of shares of all classes)
of Acquiring Fund after the transaction.
30. Acquired Fund shareholders will not have dissenters' or appraisal
rights in the transaction.
31. The transaction is being undertaken for valid and substantial business
purposes, including capitalizing on potential economies of scale in
expenses, including the costs of accounting, legal, transfer agency,
insurance, custodial, and administrative services, and increasing
diversification.
The undersigned officer of Acquired Fund is authorized to make all of the
representations set forth herein, and the undersigned is authorized to execute
this certificate on behalf of Acquired Fund. The undersigned recognizes that
Wilmer Cutler Pickering Hale and Dorr LLP will rely upon the foregoing
representations in evaluating the United States federal income tax consequences
of the transaction and rendering its opinion pursuant to Section 9.5 of the
Agreement. If, prior to the date of the transaction, any of the representations
set forth herein ceases to be accurate, the undersigned agrees to deliver to
Wilmer Cutler Pickering Hale and Dorr LLP immediately a written notice to that
effect.
PIONEER EUROPE SELECT FUND
By:
Name:
Title:
Dated: ______________ , 2004
Thank
You
for mailing
your proxy card
promptly!
PIONEER EUROPE FUND
STATEMENT OF ADDITIONAL INFORMATION
__________, 2004
This Statement of Additional Information is not a Prospectus. It should be
read in conjunction with the related Combined Prospectus/Proxy Statement (also
dated _________, 2004) which covers Pioneer Europe Fund, to be issued in
exchange for shares of Pioneer Europe Select Fund. Please retain this Statement
of Additional Information for further reference.
The Prospectus is available to you free of charge (please call
1-800-407-7298).
INTRODUCTION...................................................................2
EXHIBITS.......................................................................2
ADDITIONAL INFORMATION ABOUT PIONEER EUROPE FUND...............................2
FUND HISTORY..........................................................2
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS......................2
MANAGEMENT OF THE FUND................................................2
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...................3
INVESTMENT ADVISORY AND OTHER SERVICES................................3
BROKERAGE ALLOCATION AND OTHER PRACTICES..............................3
CAPITAL STOCK AND OTHER SECURITIES....................................3
PURCHASE, REDEMPTION AND PRICING OF SHARES............................3
TAXATION OF THE FUND..................................................3
UNDERWRITERS..........................................................3
CALCULATION OF PERFORMANCE DATA.......................................3
FINANCIAL STATEMENTS..................................................3
INTRODUCTION
This Statement of Additional Information is intended to supplement the
information provided in the Combined Prospectus/Proxy Statement dated _______,
2004 (the "Statement") relating to the proposed reorganization of Pioneer Europe
Select Fund, into Pioneer Europe Fund, and in connection with the solicitation
by the management of Pioneer Europe Select Fund of proxies to be voted at the
Special Meeting of Shareholders of Pioneer Europe Select Fund to be held on
__________, 2004.
EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference, unless
otherwise indicated. Shareholders will receive a copy of each document that is
incorporated by reference upon any request to receive a copy of this Statement
of Additional Information.
1. Statement of additional information of Pioneer Europe Fund, dated March
1, 2004 (the "SAI") (File No. 33-36265), as filed with the Securities
and Exchange Commission on March 1, 2004 (Accession No.
0000869356-04-000010) is incorporated herein by reference.
2. Pioneer Europe Select Fund's statement of additional information, dated
July 26, 2004 (File No. 811-10111), as filed with the Securities and
Exchange Commission on August 2, 2004 (Accession No.
000101694-04-000316) is incorporated herein by reference.
3. Pioneer Europe Select Fund's Annual Report for the fiscal year ended
August 31, 2003 (File No. 811-10111), as filed with the Securities and
Exchange Commission on October 31, 2003 (Accession No.
0001122967-03-000008) is incorporated herein by reference.
4. Pioneer Europe Select Fund's Semiannual Report for the period ended
February 29, 2004 (File No. 811-10111), as filed with the Securities
and Exchange Commission on April 14, 2004 (Accession
No.0001122967-04-000006) is incorporated herein by reference.
5. Pioneer Europe Fund's Annual Report for the fiscal year ended October
31, 2003 (File No.811-06151), as filed with the Securities and Exchange
Commission on December 31, 2003 (Accession No. 0001173601-03-000012) is
incorporated herein by reference.
6. Pioneer Europe Fund's Semiannual Report for the period ended April 30,
2004 (File No. 811-06151), as filed with the Securities and Exchange
Commission on July 1, 2004 (Accession No. 0001016964-04-000271) is
incorporated herein by reference.
ADDITIONAL INFORMATION ABOUT
PIONEER EUROPE FUND
FUND HISTORY
For additional information about Pioneer Europe Fund generally, see
"Fund History" in the SAI.
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
For additional information about Pioneer Europe Fund's investment
objective, policies, risks and restrictions, see "Investment Policies, Risks and
Restrictions" in the SAI.
MANAGEMENT OF THE FUND
For additional information about Pioneer Europe Fund's Board of
Trustees and officers, see "Trustees and Officers" in the SAI.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Not Applicable.
INVESTMENT ADVISORY AND OTHER SERVICES
For additional information, see "Investment Adviser," "Shareholder
Servicing/Transfer Agent," "Custodian" and "Independent Auditors" in Pioneer
Europe Fund's SAI.
BROKERAGE ALLOCATION AND OTHER PRACTICES
For additional information about the Pioneer Europe Fund's brokerage
allocation practices, see "Portfolio Transactions" in the SAI.
CAPITAL STOCK AND OTHER SECURITIES
For additional information about the voting rights and other
characteristics of shares of beneficial interest of Pioneer Europe Fund, see
"Description of Shares" in the SAI.
PURCHASE, REDEMPTION AND PRICING OF SHARES
For additional information about purchase, redemption and pricing of
shares of Pioneer Europe Fund, see "Sales Charges," "Redeeming Shares,"
"Telephone and Online Transactions" and "Pricing of Shares" in the SAI.
TAXATION OF THE FUND
For additional information about tax matters related to an investment
in Pioneer Europe Fund, see "Tax Status" in the SAI.
UNDERWRITERS
For additional information about the Pioneer Europe Fund's principal
underwriter and distribution plans, see "Principal Underwriter and Distribution
Plans" and "Sales Charges" in the SAI.
CALCULATION OF PERFORMANCE DATA
For additional information about the investment performance of Pioneer
Europe Fund, see "Investment Results" in the SAI.
FINANCIAL STATEMENTS
For additional information, see "Financial Statements" in Pioneer
Europe Fund's SAI.
PART C
OTHER INFORMATION
PIONEER EUROPE FUND
ITEM 15. INDEMNIFICATION
No change from the information set forth in Item 25 of the most recently filed
Registration Statement of Pioneer Europe Fund (the "Registrant") on Form N-1A
under the Securities Act of 1933 and the Investment Company Act of 1940 (File
Nos. 33-36265 and 811-06151) as filed with the Securities and Exchange
Commission on March 1, 2004 (Accession No. 0000869356-04-000010), which
information is incorporated herein by reference.
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 (6)
(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)
(11) Opinion of Counsel (legality of securities being offered) (8)
(12) Form of opinion as to tax matters and consent (8)
(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 Public Accountants (8)
(15) Not Applicable
(16) Power of Attorney (6)
(17)(a) Code of Ethics (6)
(17)(b) Form of Proxy Card (*)
(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 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 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 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 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 as filed with the SEC on March 1, 2004
(Accession No. 0000869356-04-000010).
(7) Filed herewith as Exhibit A to the Proxy Statement and Prospectus
included as Part A of this Registration Statement.
(8) To be filed by amendment.
(*) 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.
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
21th day of October, 2004.
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, October 21, 2004
- ---------------------------
John F. Cogan, Jr. and President
* Chief Financial Officer and October 21, 2004
- ---------------------------
Vincent Nave Treasurer
*
- ----------
Mary K. Bush Trustee
*
- ----------
Richard H. Egdahl Trustee
*
- ----------
Margaret B.W. Graham Trustee
/s/ Osbert M. Hood
Osbert M. Hood Trustee
*
- ----------
Marguerite A. Piret Trustee
*
- ----------
Steven K. West Trustee
*
- ----------
John Winthrop Trustee
* By: /s/ Osbert M. Hood October 21, 2004
--------------------------------------------
Osbert M. Hood, Attorney-in-Fact
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
(17)(b) Form of Proxy Card