WILMERHALE
x0 000 000 0000 (t)
x0 000 000 0000 (f)
xxxxxxxxxx.xxx
September 21, 2007
Pioneer International Equity Fund
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Pioneer Series Trust IV
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Agreement and Plan
of Reorganization (the "Agreement") made as of September 10, 2007 by and between
Pioneer International Equity Fund, a Delaware statutory trust, on behalf of its
sole series, Pioneer International Equity Fund ("Acquiring Fund"), and the
Pioneer Series Trust IV, a Delaware statutory trust, on behalf of its series,
Pioneer International Core Equity 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 all of the
liabilities of Acquired Fund (the "Acquired Fund Liabilities"), and (ii) the
issuance of Class A, Class B, Class C and Class Y 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"). All
section references, unless otherwise indicated, are to the United States
Internal Revenue Code of 1986, as amended (the "Code").
In rendering this opinion, we have examined and relied upon (i) the Class A,
Class B and Class C shares prospectus for Acquiring Fund dated August 1, 2007;
(ii) the Class Y shares prospectus for Acquiring Fund dated August 1, 2007;
(iii) the Class A, Class B, Class C and Class Y shares statement of additional
information for Acquiring Fund dated August 1, 2007; (iv) the Class A, Class B
and Class C shares prospectus for Acquired Fund dated November 6, 2006, as
supplemented on April 9, 2007 and on June 12, 2007; (v) the Class Y shares
prospectus for Acquired Fund dated November 6, 2006, as supplemented on April 9,
2007 and on June 12, 2007; (vi) the Class A, Class B, Class C and Class Y shares
statement of additional information for Acquired Fund dated November 6, 2006;
(vii) the Notice of Special Meeting of Shareholders Scheduled for September 18,
2007 and the accompanying proxy statement and prospectus on Form N-14;
(viii) the Agreement; (ix) the tax representation certificates delivered
pursuant to the Agreement and relevant to this opinion (the "Representation
Certificates"); and (x) such other documents as we deemed necessary or relevant
to our analysis.
In our examination of documents, we have assumed, with your permission, the
authenticity of original documents, the accuracy of copies, the genuineness of
signatures, the legal capacity of
Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx
Xxxxxxxxxxxxx 00000
Baltimore Beijing Berlin Boston Brussels London New York Oxford
Palo Alto Waltham Washington
WILMERHALE
Pioneer International Equity Fund
Pioneer Series Trust IV
September 21, 2007
Page 2
signatories, and the proper execution of documents. We have further assumed,
with your permission, that (i) all parties to the Agreement and to any other
documents examined by us have acted, and will act, in accordance with the terms
of such Agreement and documents and that the Transaction will be consummated
pursuant to the terms and conditions set forth in the Agreement without the
waiver or modification of any such terms and conditions; (ii) all
representations contained in the Agreement, as well as those representations
contained in the Representation Certificates are, on the date hereof, and will
be, at the consummation of the Transaction and thereafter as relevant, true and
complete; (iii) any representation made in any of the documents referred to
herein "to the knowledge and belief" (or similar qualification) of any person or
party is, and at the consummation of the Transaction will be, correct without
such qualification; and (iv) as to all matters for which a person or entity has
represented that such person is not a party to, does not have, or is not aware
of any plan, intention, understanding, or agreement, there is no such plan,
intention, understanding, or agreement. We have not attempted to verify
independently any of the above assumptions or representations, but in the course
of our representation, nothing has come to our attention that would cause us to
question the accuracy thereof.
The conclusions expressed herein represent our judgment as to the proper
treatment of the Transaction for United States federal income tax purposes based
upon the relevant provisions of the Code, the Treasury Regulations promulgated
thereunder, and interpretations of the foregoing as expressed in court decisions
and administrative determinations, all as in effect on the date of this opinion.
We cannot give any assurance that such laws will not be amended or otherwise
changed after the consummation of the Transaction or that any such changes will
not affect the conclusions expressed herein. We undertake no obligation to
update or supplement this opinion to reflect any changes in law that may occur.
Our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein and is not binding upon the Internal
Revenue Service (the "IRS") or any court. Thus, no assurance can be given that a
position taken in reliance on our opinion will not be challenged by the IRS or
rejected by a court.
This opinion is limited to the specific United States federal income tax
consequences of the Transaction set forth below. It does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use, or
other tax consequences that may result from the Transaction or any other
transaction, including any transaction undertaken in connection with the
Transaction.
On the basis of and subject to the foregoing and in reliance upon the
representations, facts and assumptions described above, we are of the opinion
that the acquisition by Acquiring Fund of the assets of Acquired Fund solely in
exchange for the issuance of Acquiring Fund Shares to Acquired Fund and the
assumption of the Acquired Fund Liabilities by Acquiring Fund, followed by the
distribution by Acquired Fund, in liquidation of Acquired Fund, of Acquiring
Fund Shares to Acquired Fund shareholders in exchange for their Acquired Fund
Shares and the
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WILMERHALE
Pioneer International Equity Fund
Pioneer Series Trust IV
September 21, 2007
Page 3
termination of Acquired Fund, will constitute a "reorganization" within the
meaning of Section 368(a) of the Code.
As indicated above, our opinion is based solely on the documents that we have
examined, including without limitation the Representation Certificates, and the
assumptions described herein. If any of the facts or representations contained
in such documents is, or later becomes, inaccurate in any material respect, or
if any of the assumptions we have made is, or later becomes, unfounded in any
material respect, our opinion may be adversely affected and may not be relied
upon.
This opinion is being delivered to you solely in connection with the closing
condition set forth in Section 8.5 of the Agreement. This opinion is intended
solely for the benefit of you and the shareholders of Acquired Fund and it may
not be relied upon for any other purpose or by any other person or entity, and
may not be made available to any other person or entity, without our prior
written consent.
Very truly yours,
Xxxxxx Xxxxxx Xxxxxxxxx
Xxxx and Xxxx LLP
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Partner
