0001679751-18-000006.txt : 20180907
0001679751-18-000006.hdr.sgml : 20180907
20180907150520
ACCESSION NUMBER: 0001679751-18-000006
CONFORMED SUBMISSION TYPE: N-2/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20180907
DATE AS OF CHANGE: 20180907
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Pioneer ILS Bridge Fund
CENTRAL INDEX KEY: 0001679751
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: N-2/A
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-212537
FILM NUMBER: 181059932
BUSINESS ADDRESS:
STREET 1: 60 STATE STREET
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 617-742-7825
MAIL ADDRESS:
STREET 1: 60 STATE STREET
CITY: BOSTON
STATE: MA
ZIP: 02109
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Pioneer ILS Bridge Fund
CENTRAL INDEX KEY: 0001679751
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: N-2/A
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-23172
FILM NUMBER: 181059931
BUSINESS ADDRESS:
STREET 1: 60 STATE STREET
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 617-742-7825
MAIL ADDRESS:
STREET 1: 60 STATE STREET
CITY: BOSTON
STATE: MA
ZIP: 02109
N-2/A
1
ILSBR090718n-2a.txt
PRE-EFFECTIVE AMENDMENT NO. 3
================================================================================
As filed with the Securities and Exchange Commission on September 7, 2018
1933 Act File No. 333-212537
1940 Act File No. 811-23172
United States
Securities and Exchange Commission
Washington, D.C. 20549
---------------
FORM N-2
---------------
(Check appropriate box or boxes)
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] PRE-EFFECTIVE AMENDMENT NO. 3
[ ] POST-EFFECTIVE AMENDMENT NO. ____
AND/OR
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] AMENDMENT NO. 3
PIONEER ILS BRIDGE FUND
Exact Name of Registrant as Specified in Charter
60 State Street, Boston, Massachusetts 02109
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(617) 742-7825
Registrant's Telephone Number, including Area Code
Terrence J. Cullen
Amundi Pioneer Asset Management, Inc.,
60 State Street, Boston, Massachusetts 02109
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Roger P. Joseph, Esq.
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, MA 02110
---------------
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement
If any of the securities being registered on this form are offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
as amended (the "Securities Act"), other than securities offered in connection
with a dividend reinvestment plan, check the following box. [X]
It is proposed that this filing will become effective (check appropriate box)
[ ] when declared effective pursuant to section 8(c)
________________________________________
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Title of Securities Amount Being Proposed Proposed Amount of
Being Registered Registered(1) Maximum Aggregate Registration
Offering Maximum Fee(2)
Price Per Offering
Unit Price
Common Shares 30,000,000 $10.00 $300,000,000 $37,350
Common Shares 100,000 $10.00 $1,000,000 $100.70
-------------------------------------------------------------------------------
(1) Previously registered.
(2) Previously paid.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
dates as the Commission, acting pursuant to said Section 8(a), may determine.
STATEMENT OF INCORPORATION BY REFERENCE
Part A (Prospectus) and Part B (Statement of Additional Information)
filed by the Registrant in Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-2 under the Securities Act of 1933 (File No. 333-212537)
and Amendment No. 2 to the Registration Statement on Form N-2 under the
Investment Company Act of 1940 (File No. 811-23172) on July 13, 2018
(Accession Number 0001679751-18-000002) are herein incorporated by reference.
PART C - OTHER INFORMATION
ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
Part A: Financial Highlights (not applicable).
Part B: The Registrant's Statements of Assets and Liabilities and Statement
of Operations dated June 22, 2018, notes to those financial statements
and report of independent registered public accountants thereon, are
included in the Registrant's Statement of Additional Information.
2. Exhibits.
(a)(1) Agreement and Declaration of Trust.(1)
(a)(2) Certificate of Trust.(1)
(b) By-Laws.(1)
(c) Not Applicable.
(d) See Declaration of Trust and By-Laws cited under
Items 25(a)(1) and 25(b)
(e) Not Applicable.
(f) Not Applicable.
(g) Management Agreement with Amundi Pioneer Asset
Management, Inc.(3)
(h) Underwriting Agreement between Amundi Pioneer Asset
Management, Inc. and Amundi Pioneer Distributor, Inc.(3)
(i) Not Applicable.
(j) Custodian Agreement.(3)
(k)(1) Amended and Restated Administration Agreement with Amundi
Pioneer Asset Management, Inc.(3)
(k)(2) Transfer Agent Services Agreement.(3)
(k)(3) Expense Limit Agreement.(3)
(l) Opinion of Counsel.(3)
(m) Not Applicable.
(n) Consent of Independent Registered Public Accounting Firm.(4)
(o) Not Applicable.
(p) Initial Share Purchase Agreement.(3)
(q) Not Applicable.
(r) Code of Ethics.(2)
(s) Power of Attorney.(1)
_______________________________________
(1) Previously filed. Incorporated herein by reference from the exhibits
filed with the Registrant's Initial Registration Statement on Form N-2
(File Nos. 333-212537; 811-23172), as filed with the Securities and
Exchange Commission on July 15, 2016 (Accession No. 0001193125-16-649322).
(2) Previously filed. Incorporated herein by reference from the exhibits
filed with Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-2 (File Nos. 333-212537; 811-23172), as filed with the
Securities and Exchange Commission on September 8, 2017 (SEC Accession No.
0001193125-17-280357).
(3) Previously filed. Incorporated herein by reference from the exhibits
filed with Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form N-2 (File Nos. 333-212537; 811-23172), as filed with the
Securities and Exchange Commission on July 13, 2018 (SEC Accession No.
0001679751-18-000002).
(4) Filed herewith.
ITEM 26. MARKETING ARRANGEMENTS
Reference is made to the Underwriting Agreement between Amundi Pioneer Asset
Management, Inc. and Amundi Pioneer Distributor, Inc., filed herewith.
ITEM 27. OTHER EXPENSES AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement.
Registration fees $37,350
Printing (other than certificates) $3,200
Accounting fees and expenses $20,000
Legal fees and expenses $57,751
Blue Sky fees $1,495
Miscellaneous $0
--------
Total $119,796
ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
ITEM 29. NUMBER OF HOLDERS OF SECURITIES
As of September 7, 2018, the number of record holders of each class of
securities of the Registrant was
(1) (2)
Title of Class Number of Record Holders
-------------- ------------------------
Common Shares (no par value) 1
ITEM 30. INDEMNIFICATION
Except for the Trust's Agreement and Declaration of Trust, (the "Declaration"),
establishing the Trust as a statutory trust under Delaware law, there is no
contract, arrangement or statute under which any Trustee, officer, underwriter
or affiliated person of the Trust is insured or indemnified. The Declaration
provides that every person who is, or has been, a Trustee or an officer,
employee or agent of the Trust shall be indemnified by the Trust to the fullest
extent permitted by law against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action, suit or proceeding
in which he becomes involved as a party or otherwise by virtue of his being or
having been a Trustee, officer, employee or agent and against amounts paid or
incurred by him in the settlement thereof.
Insofar as indemnification for liability arising under the Securities Act of
1933, as amended (the "1933 Act"), may be available to Trustees, officers and
controlling persons of the Trust pursuant to the foregoing provisions, or
otherwise, the Trust has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Trust of expenses incurred or
paid by a Trustee, officer or controlling person of the Trust in the successful
defense of any action, suit or proceeding) is asserted by such Trustee, officer
or controlling person in connection with the securities being registered, the
Trust will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of
such issue.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer") is a registered
investment adviser under the Investment Advisers Act of 1940, as amended, and
is an indirect, wholly owned subsidiary of Amundi and Amundi's wholly owned
subsidiary, Amundi USA, Inc. Amundi Pioneer manages investment companies,
pension and profit sharing plans, trusts, estates or charitable organizations
and other corporations or business entities.
To the knowledge of the Trust, none of Amundi Pioneer's directors or
executive officers is or has been during their employment with Amundi Pioneer
engaged in any other business, profession, vocation or employment of a
substantial nature for the past two fiscal years. Certain directors and
officers, however, may hold or may have held various positions with, and
engage or have engaged in business for, the investment companies that Amundi
Pioneer manages and/or other Amundi subsidiaries.
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS
The accounts and records are maintained at the Registrant's office at 60 State
Street, Boston, Massachusetts 02109; contact the Treasurer.
ITEM 33. MANAGEMENT SERVICES
Not applicable.
ITEM 34. UNDERTAKINGS
1. Not applicable.
2. Not applicable.
3. Not applicable.
4. The Registrant undertakes:
a. to file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:
(1) to include any prospectus required by Section 10(a)(3) of the 1933 Act;
(2) to reflect in the prospectus any facts or events after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement; and
(3) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
b. that, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
those securities at that time shall be deemed to be the initial bona fide
offering thereof; and
c. to remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
d. Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933
Act as part of a registration statement relating to an offering, other than
prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed
to be part of and included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
e. that for the purpose of determining liability of the Registrant under the
1933 Act to any purchaser in the initial distribution of securities:
The undersigned Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to the
purchaser:
(1) any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 497 under the
1933 Act;
(2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act
relating to the offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the undersigned
Registrant; and
(3) any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.
5. Not applicable.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prominent delivery within two business days of
receipt of a written or oral request the Registrant's statement of additional
information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston, and the Commonwealth of Massachusetts, on the 7th day of
September, 2018.
PIONEER ILS BRIDGE FUND
By: /s/ Lisa M. Jones
-----------------------
Lisa M. Jones
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities indicated below on September 7, 2018.
Signature Title
/s/ Lisa M. Jones President (Principal Executive Officer)
------------------------ and Trustee
Lisa M. Jones
/s/ Mark E. Bradley Treasurer (Principal Financial and
------------------------ Accounting Officer)
Mark E. Bradley
David R. Bock* Trustee
David R. Bock
Benjamin M. Friedman* Trustee
Benjamin M. Friedman
Margaret B. W. Graham* Trustee
Margaret B. W. Graham
Lorraine H. Monchak* Trustee
Lorraine H. Monchak
Thomas J. Perna* Chairman of the Board and
Thomas J. Perna Trustee
Marguerite A. Piret* Trustee
Marguerite A. Piret
Fred J. Ricciardi* Trustee
Fred J. Ricciardi
Kenneth J. Taubes* Trustee
Kenneth J. Taubes
*By: /s/ Lisa M. Jones Dated: September 7, 2018
------------------------
Lisa M. Jones
Attorney-in-fact
EXHIBIT INDEX
(n) Consent of Independent Registered Public Accounting Firm
EX-99.2N OTH CONSENT
2
ilsbr090718consent.txt
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the caption "Independent
Registered Public Accounting Firm" in the Statement of Additional
Information of Pioneer ILS Bridge Fund, and to the use of our report,
dated July 12, 2018, with respect to the financial statements of
Pioneer ILS Bridge Fund as of June 22, 2018, in this Pre-Effective
Amendment No. 3 to the Registration Statement (Form N-2,
Nos. 333-212537 and 811-23172) of Pioneer ILS Bridge Fund.
/s/ Ernst & Young LLP
Boston, Massachusetts
September 7, 2018