0000276776-16-000193.txt : 20161104 0000276776-16-000193.hdr.sgml : 20161104 20161104114234 ACCESSION NUMBER: 0000276776-16-000193 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161104 DATE AS OF CHANGE: 20161104 EFFECTIVENESS DATE: 20161104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER BOND FUND /DE/ CENTRAL INDEX KEY: 0000276776 IRS NUMBER: 042652279 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-208696 FILM NUMBER: 161974181 BUSINESS ADDRESS: STREET 1: 60 STATE ST 13TH FL CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174224947 MAIL ADDRESS: STREET 1: 60 STATE ST STREET 2: 13TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER BOND FUND /MA/ DATE OF NAME CHANGE: 19920703 0000276776 S000003927 Pioneer Bond Fund C000011026 Pioneer Bond Fund: Class A PIOBX C000011028 Pioneer Bond Fund: Class C PCYBX C000011029 Pioneer Bond Fund: Class Y PICYX C000011031 Pioneer Bond Fund: Class R PBFRX C000123839 Pioneer Bond Fund: Class K PBFKX 485BPOS 1 bf110416n14.txt PIONEER BOND FUND As filed with the Securities and Exchange Commission on November 4, 2016 File No. 333-208696 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. 2 (Check appropriate box or boxes) PIONEER BOND 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) Terrence Cullen Pioneer Investment Management, Inc. 60 State Street Boston, Massachusetts 02109 (Name and Address of Agent for Service) Copies to: Roger P. Joseph, Esq. Morgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110 Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement. 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 Pioneer Bond Fund, a series of the Registrant. It is proposed that this filing will become effective on November 4, 2016, pursuant to Rule 485(b) under the Securities Act of 1933, as amended. Part A - Prospectus/Proxy Statement and Part B - Statement of Additional Information are incorporated by reference to Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 as filed with the Securities and Exchange Commission on February 1, 2016. PART C OTHER INFORMATION PIONEER BOND FUND ITEM 15. INDEMNIFICATION No change from the information set forth in Item 30 of the most recently filed Registration Statement of Pioneer Bond Fund (the "Registrant") on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 (File Nos. 002-62436 and 811-02864), as filed with the Securities and Exchange Commission on October 28, 2016 (Accession No. 0000276776-16-000186), which information is incorporated herein by reference. ITEM 16. EXHIBITS (1)(a) Amended and Restated Agreement and Declaration of Trust (15) (1)(b) Certificate of Trust (1) (2) Amended and Restated By-Laws (7) (3) Not applicable (4) Form of Agreement and Plan of Reorganization (*) (5) Reference is made to Exhibits (1) and (2) hereof (6)(a) Amended and Restated Management Agreement (November 12, 2013) (11) (6)(b) Expense Limit Agreement (15) (7)(a) Underwriting Agreement (2) (7)(b) Dealer Sales Agreement (6) (8) Not applicable (9)(a) Custodian Agreement between the Trust and Brown Brothers (5) Harriman & Co. (9)(b) Amended Appendix A to Custodian Agreement (December 10, 2014) (12) (9)(c) Amendment to Custodian Agreement (May 31, 2016) (15) (10)(a) Amended and Restated Pioneer Funds Distribution Plan (12) (November 10, 2014) (10)(b) Class R Service Plan (4) (10)(c) Multi-Class Plan Pursuant to Rule 18f-3 (10) (11) Opinion of Counsel (legality of securities being offered) (13) (12) Final opinion as to tax matters and consent (**) (13)(a) Investment Company Service Agreement (5) (13)(b) Amendment No. 8 to Master Investment Company Service Agreement (12) (December 10, 2014) (13)(c) Amended and Restated Administration Agreement (August 1, 2014) (12) (13)(d) Administrative Agency Agreement (March 5, 2012) (9) (13)(e) Appendix A to Administrative Agency Agreement (April 1, 2016) (15) (14) Consent of Independent Registered Public Accounting Firm (14) (15) Not applicable (16) Powers of Attorney (13) (17)(a) Code of Ethics of the Pioneer Funds, Pioneer Funds Distributor, (11) Inc., Pioneer Institutional Asset Management, Inc., and Pioneer Investment Management, Inc. (September 20, 2013) (17)(b) Prospectus of Pioneer Bond Fund dated November 1, 2015, as (13) supplemented, and Statement of Additional Information of Pioneer Bond Fund dated November 1, 2015, as supplemented. (17)(c) Prospectus of Pioneer Government Income Fund dated December 1, (13) 2015, as supplemented, and Statement of Additional Information of Pioneer Government Income Fund dated December 1, 2015, as supplemented. (17)(d) Annual Report of Pioneer Bond Fund for the fiscal year ended (13) June 30, 2015. (17)(e) Annual Report of Pioneer Government Income Fund for the fiscal (13) year ended July 31, 2015. (1) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 28 to the Registrant's Registration Statement (File No. 2-62436) with the Securities and Exchange Commission (the "SEC") on May 14, 1999 (Accession No. 0000276776-99-000013). (2) Previously filed. Incorporated by reference from the exhibits filed with Post-Effective Amendment No. 34 to the Registrant's Registration Statement with the SEC on October 29, 2001 (Accession No. 0000276776-01-500036). (3) Previously filed. Incorporated by reference from the exhibits filed with Post-Effective Amendment No. 35 to the Registrant's Registration Statement with the SEC on October 29, 2002 (Accession No. 0000276776-03-000002). (4) Previously filed. Incorporated by reference from the exhibits filed with Post-Effective Amendment No. 36 to the Registrant's Registration Statement with the SEC on February 24, 2003 (Accession No. 0000276776-03-000002). (5) Previously filed. Incorporated herein by reference from the exhibits filed with the Post-Effective Amendment No. 42 to the Registrant's Registration Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC on October 27, 2006 (Accession No. 0000276776-06-000037). (6) Previously filed. Incorporated herein by reference from the exhibits filed with the Post-Effective Amendment No. 43 to the Registrant's Registration Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC on July 3, 2007 (Accession No. 0000276776-07-000075). (7) Previously filed. Incorporated herein by reference from the exhibits filed with the Post-Effective Amendment No. 45 to the Registrant's Registration Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC on October 27, 2008 (Accession No. 0000276776-08-000052). (8) Previously filed. Incorporated herein by reference from the exhibits filed with the Post-Effective Amendment No. 48 to the Registrant's Registration Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC on October 28, 2010 (Accession No. 0000276776-10-000023). (9) Previously filed. Incorporated herein by reference from the exhibits filed with the Post-Effective Amendment No. 51 to the Registrant's Registration Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC on October 26, 2012 (Accession No. 0000276776-12-000032). (10) Previously filed. Incorporated herein by reference from the exhibits filed with the Post-Effective Amendment No. 53 to the Registrant's Registration Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC on December 14, 2012 (Accession No. 0000276776-12-000042). (11) Previously filed. Incorporated herein by reference from the exhibits filed with the Post-Effective Amendment No. 57 to the Registrant's Registration Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC on October 1, 2014 (Accession No. 0000276776-14-000098). (12) Previously filed. Incorporated herein by reference from the exhibits filed with the Post-Effective Amendment No. 59 to the Registrant's Registration Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC on October 28, 2015 (Accession No. 0000276776-15-000106). (13) Previously filed. Incorporated herein by reference from the exhibits filed with the Registrant's Registration Statement on Form N-14 (File No. 333-208696) as filed with the SEC on December 22, 2015 (Accession No. 0000276776-15-000123). (14) Previously filed. Incorporated herein by reference from the exhibits filed with the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 (File No. 333-208696) as filed with the SEC on February 1, 2016 (Accession No. 0000276776-16-000128). (15) Previously filed. Incorporated herein by reference from the exhibits filed with the Post-Effective Amendment No. 61 to the Registrant's Registration Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC on October 28, 2016 (Accession No. 0000276776-16-000186). (*) Attached as Exhibit A to the combined Information Statement/Prospectus (**) Filed herewith. ITEM 17. UNDERTAKINGS. (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this Registration Statement by any person or party which is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. (3) The undersigned Registrant agrees that it shall file a final executed version of the legal and consent opinion as to tax matters as an exhibit to the subsequent post-effective amendment to its registration statement on Form N-14 filed with the SEC upon the closing of the reorganization contemplated by this Registration Statement on Form N-14. (4) Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement on Form N-14 pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, on the 2nd day of November, 2016. PIONEER BOND FUND By: /s/ Lisa M. Jones -------------------------- Name: Lisa M. Jones Title: 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 --------- ----- ---- /s/ Lisa M. Jones President (Principal Executive Officer) November 4, 2016 ------------------------- Lisa M. Jones /s/ Mark E. Bradley Treasurer (Principal Financial and Accounting November 4, 2016 ------------------------- Officer) Mark E. Bradley /s/ David R. Bock* Trustee November 4, 2016 ------------------------- David R. Bock /s/ Benjamin M. Friedman* Trustee November 4, 2016 ------------------------- Benjamin M. Friedman /s/ Margaret B.W. Graham* Trustee November 4, 2016 ------------------------- Margaret B.W. Graham /s/ Thomas J. Perna* Chairman of the Board and Trustee November 4, 2016 ------------------------- Thomas J. Perna /s/ Marguerite A. Piret* Trustee November 4, 2016 ------------------------- Marguerite A. Piret /s/ Fred J. Ricciardi* Trustee November 4, 2016 ------------------------- Fred J. Ricciardi /s/ Kenneth J. Taubes* Trustee November 4, 2016 ------------------------- Kenneth J. Taubes
* By: /s/ Lisa M. Jones --------------------------------------- Lisa M. Jones, Attorney-in-Fact EXHIBIT INDEX The following exhibits are filed as part of this Registration Statement: Exhibit No. Description ----------- ----------- (12) Final opinion as to tax matters and consent
EX-99.12 TAX OPINION 2 bfopinionltr031816ex12.txt TAX OPINION Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110-1726 March 18, 2016 Pioneer Bond Fund 60 State Street Boston, Massachusetts 02109 Pioneer Series Trust IV 60 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: This opinion is furnished to you pursuant to Paragraph 8.4 of the Agreement and Plan of Reorganization (the "Agreement"), dated as of March 18, 2016, by and among Pioneer Bond Fund, a Delaware statutory trust (the "Acquiring Fund"), and Pioneer Series Trust IV, a Delaware statutory trust (the "Acquired Trust"), on behalf of its series, Pioneer Government Income Fund (the "Acquired Fund"). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates (1) the transfer of all of the Acquired Assets to the Acquiring Fund in exchange solely for (a) the issuance to the Acquired Fund of a number of Class A, Class C, and Class Y Acquiring Fund Shares, including fractional Acquiring Fund Shares, having an aggregate NAV equal as to each class to the NAV of the Acquired Fund attributable to the corresponding class of Acquired Fund Shares, and (b) the assumption by the Acquiring Fund of all the Assumed Liabilities, and (2) the distribution by the Acquired Fund of the Acquiring Fund Shares pro rata on a class-by-class basis to the Acquired Fund Shareholders in complete liquidation and dissolution of the Acquired Fund (collectively, the "Transaction"). In connection with this opinion we have examined and relied upon the originals or copies, certified or otherwise identified to us to our satisfaction, of the Agreement, the Combined Information Statement of the Acquired Fund and Prospectus for the Acquiring Fund, dated February 1, 2016, and related documents (collectively, the "Transaction Documents"). In that Pioneer Bond Fund Pioneer Series Trust IV March 18, 2016 Page Two examination, we have assumed the genuineness of all signatures, the capacity and authority of each party executing a document to so execute the document, the authenticity and completeness of all documents purporting to be originals (whether reviewed by us in original or copy form) and the conformity to the originals of all documents purporting to be copies (including electronic copies). We have also assumed that each agreement and other instrument reviewed by us is valid and binding on the party or parties thereto and is enforceable in accordance with its terms, and that there are no contracts, agreements, arrangements, or understandings, either written or oral, that are inconsistent with or that would materially alter the terms of the Agreement or the other Transaction Documents. As to certain factual matters, we have relied with your consent upon, and our opinion is limited by, the representations of the various parties set forth in the Transaction Documents and in the Acquired Fund Tax Representation Certificate and the Acquiring Fund Tax Representation Certificate, each dated as of the date hereof (the "Certificates"). Our opinion assumes (i) that all representations set forth in the Transaction Documents and in the Certificates will be true and correct in all material respects as of the date of the Transaction (and that any such representations made "to the best knowledge of", "to the knowledge of", "in the belief of", or otherwise similarly qualified, are true and correct in all material respects without any such qualification), and (ii) that the Agreement is implemented in accordance with its terms and consistent with the representations set forth in the Transaction Documents and Certificates. Our opinion is limited solely to the provisions of the Internal Revenue Code of 1986, as amended and as presently in effect (the "Code"), existing case law, existing permanent and temporary treasury regulations promulgated under the Code, and existing published revenue rulings and procedures of the Internal Revenue Service that are in effect as of the date hereof, all of which are subject to change and new interpretation, both prospectively and retroactively. We assume no obligation to update our opinion to reflect other facts or any changes in law or in the interpretation thereof that may hereafter occur. On the basis of and subject to the foregoing, with respect to the Transaction, we are of the opinion that, for United States federal income tax purposes: 1. The Transaction will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and each of the Acquired Fund and the Acquiring Fund will be a "party to a reorganization" within the meaning of Section 368(b) of the Code. 2. No gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Assets to the Acquiring Fund in the Transaction solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities, or upon the distribution of the Acquiring Fund Shares by the Acquired Fund to the Acquired Fund Shareholders in complete liquidation of the Pioneer Bond Fund Pioneer Series Trust IV March 18, 2016 Page Three Acquired Fund, except for (A) gain or loss that may be recognized with respect to "section 1256 contracts" as defined in Section 1256(b) of the Code, (B) gain that may be recognized with respect to stock in a "passive foreign investment company" as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized (i) as a result of the closing of the Acquired Fund's taxable year or (ii) upon the transfer of an Acquired Asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code. 3. The tax basis in the hands of the Acquiring Fund of the Acquired Assets will be the same as the tax basis of such Acquired Assets in the hands of the Acquired Fund immediately prior to the transfer thereof, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund upon the transfer. 4. The holding period in the hands of the Acquiring Fund of each Acquired Asset transferred in the Transaction, other than Acquired Assets with respect to which gain or loss is required to be recognized in the Transaction, will include the period during which the Acquired Asset was held by the Acquired Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an Acquired Asset). 5. No gain or loss will be recognized by the Acquiring Fund upon its receipt of the Acquired Assets solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities. 6. No gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of all their Acquired Fund Shares solely for Acquiring Fund Shares as part of the Transaction. 7. The aggregate tax basis of the Acquiring Fund Shares that each Acquired Fund Shareholder receives in the Transaction will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged therefor. 8. Each Acquired Fund Shareholder's holding period for the Acquiring Fund Shares received in the Transaction will include the holding period for the Acquired Fund Shares exchanged therefor, provided that the Acquired Fund Shareholder held such Acquired Fund Shares as capital assets on the date of the exchange. Pioneer Bond Fund Pioneer Series Trust IV March 18, 2016 Page Four This opinion is being delivered solely to you for your use in connection with the Transaction, and may not be relied upon by any other person or used for any other purpose. Very truly yours, /s/ Morgan, Lewis & Bockius LLP MORGAN, LEWIS & BOCKIUS LLP