WILMERHALE
1 617 526 6000 (t)
1 617 526 5000 (f)
xxxxxxxxxx.xxx
December 15, 2006
Pioneer Variable Contracts Trust
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 December 8, 2006 by and between
Pioneer Variable Contracts Trust, a Delaware statutory trust (the "Trust"), on
behalf of its series, Pioneer Oak Ridge Large Cap Growth VCT Portfolio
("Acquiring Portfolio"), and the Trust on behalf of its series, Pioneer AmPac
Growth VCT Portfolio ("Acquired Portfolio"). Pursuant to the Agreement,
Acquiring Portfolio will acquire all of the assets of Acquired Portfolio in
exchange solely for (i) the assumption by Acquiring Portfolio of all of the
Assumed Liabilities of Acquired Portfolio as defined in the Agreement (the
"Acquired Portfolio Liabilities"), and (ii) the issuance of shares of beneficial
interest of Acquiring Portfolio (the "Acquiring Portfolio Shares") to Acquired
Portfolio, followed by the distribution by Acquired Portfolio, in liquidation of
Acquired Portfolio, of the Acquiring Portfolio Shares to the shareholders of
Acquired Portfolio and the termination of Acquired Portfolio (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 II
shares prospectus for Acquiring Portfolio dated May 1, 2006; (ii) the Class II
shares statement of additional information for Acquiring Portfolio dated May 1,
2006, as revised on August 28, 2006; (iii) the Class II shares prospectus for
Acquired Portfolio dated May 1, 2006, as supplemented on August 10, 2006; (iv)
the Class II shares statement of additional information for Acquired Portfolio
dated May 1, 2006, as revised on August 28, 2006; (v) the Notice of Special
Meeting of Shareholders Scheduled for December 14, 2006 and the accompanying
proxy statement and prospectus on Form N-14; (vi) the Agreement; (vii) the tax
representation certificates delivered pursuant to the Agreement and relevant to
this opinion (the "Representation Certificates"); and (viii) 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 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 Portfolio of the assets of Acquired Portfolio
solely in exchange for the issuance of Acquiring Portfolio Shares to Acquired
Portfolio and the assumption of the Acquired Portfolio Liabilities by Acquiring
Portfolio, followed by the distribution by Acquired Portfolio, in liquidation of
Acquired Portfolio, of Acquiring Portfolio Shares to Acquired Portfolio
shareholders in exchange for their Acquired Portfolio Shares and the termination
of Acquired Portfolio, 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 9.5 of the Agreement. This opinion is intended
solely for the benefit of you and the shareholders of Acquired Portfolio 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
Xxxxx X. Xxxx
