XXXXXXX XxXXXXXXX LLP
000 XXXXXXX XXXXXX
XXXXXX, XXXXXXXXXXXXX 00000-0000
December 7, 2007
Pioneer Independence Fund
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Pioneer Growth Shares
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and
Plan of Reorganization, dated as of December 7, 2007 (the "Agreement"), by and
between Pioneer Independence Fund (the "Acquiring Trust"), a Delaware business
trust, on behalf of Pioneer Independence Fund, a series thereof (the "Acquiring
Fund"), and Pioneer Growth Shares (the "Acquired Trust"), a Delaware statutory
trust, on behalf of Pioneer Growth Shares, a series thereof (the "Acquired
Fund"). All capitalized terms not otherwise defined herein have the meanings
ascribed to them in the Agreement. The Agreement contemplates the acquisition of
all of the assets of the Acquired Fund by the Acquiring Fund in exchange for (a)
the assumption by the Acquiring Fund of the liabilities of the Acquired Fund and
(b) the issuance and delivery by the Acquiring Fund to the Acquired Fund, for
distribution, in accordance with Section 1.4 of the Agreement, pro rata to the
Acquired Fund Shareholders in exchange for their Acquired Fund Shares and in
complete liquidation of the Acquired Fund, of a number of Acquiring Fund Shares
having an aggregate net asset value equal to the value of such assets, less the
amount of such liabilities, of the Acquired Fund so transferred to the Acquiring
Fund (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 Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on or about September 17, 2007 with respect to the
Transaction, and related documents (collectively, the "Transaction Documents").
In that examination, we have assumed the genuineness of all signatures, the
authenticity and completeness of all documents purporting to
Pioneer Independence Fund
Pioneer Growth Shares
December 7, 2007
Page 2
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be originals (whether reviewed by us in original or copy form) and the
conformity to the originals of all documents purporting to be copies.
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 certificates of the Acquired Trust and the
Acquiring Trust dated as of the date hereof and attached hereto (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 (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 as
presently in effect (the "Code") and the regulations, rulings, and
interpretations thereof in force as of this date. We assume no obligation to
update our opinion to reflect any changes in law or in the interpretation
thereof that may hereafter occur.
On the basis of and subject to the foregoing, we are of the opinion that, for
United States federal income tax purposes, the Transaction will be treated as
follows:
1. The transfer to the Acquiring Fund of all of the assets of the
Acquired Fund in exchange solely for Acquiring Fund Shares and
the assumption by the Acquiring Fund of all of the liabilities
of the Acquired Fund, followed by the distribution of such
Acquiring Fund Shares to the shareholders of the Acquired Fund
in complete liquidation of the Acquired Fund will constitute a
"reorganization" within the meaning of Section 368(a) of the
Code, and the Acquiring Fund and the Acquired Fund will each
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 its assets to the Acquiring Fund solely in
exchange for Acquiring Fund Shares and the assumption by the
Acquiring Fund of all of the liabilities of the Acquired Fund,
or upon the distribution of the Acquiring Fund Shares by the
Acquired Fund to its shareholders in liquidation, except for
(A) any gain or loss that may be recognized on the transfer of
"section 1256 contracts" as defined in Section 1256(b) of the
Pioneer Independence Fund
Pioneer Growth Shares
December 7, 2007
Page 3
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Code, (B) any gain that may be recognized on the transfer of
stock in a "passive foreign investment company" as defined in
Section 1297(a) of the Code and (C) any other gain that may be
required to be recognized as a result of the closing of the
Acquired Fund's tax year.
3. The basis in the hands of the Acquiring Fund of the assets so
transferred will be the same as the basis of such assets in
the hands of the Acquired Fund immediately prior to the
transfer, 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 periods of the assets in the hands of the
Acquiring Fund, other than assets, if any, with respect to
which gain or loss is required to be recognized, will include
in each instance the period during which the assets were 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 asset).
5. No gain or loss will be recognized by the Acquiring Fund upon
receipt of the assets solely in exchange for Acquiring Fund
Shares and the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund.
6. No gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of all of their Acquired Fund
Shares solely for Acquiring Fund Shares as part of the
Transaction.
7. The aggregate basis of the Acquiring Fund Shares that each
Acquired Fund Shareholder receives in the Transaction will be
the same as the aggregate basis of the Acquired Fund Shares
exchanged therefor.
8. The holding period for the Acquiring Fund Shares received by
an Acquired Fund Shareholder will include the holding period
of the Acquired Fund Shares exchanged therefor, provided that
such Acquired Fund Shares were held as capital assets on the
date of the exchange.
Pioneer Independence Fund
Pioneer Growth Shares
December 7, 2007
Page 4
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This opinion is being delivered solely to you for your use in connection with
the referenced transaction, and may not be relied upon by any other person or
used for any other purpose.
Very truly yours,
/s/ XXXXXXX XXXXXXXXX LLP
XXXXXXX XXXXXXXXX LLP
