June 27, 2008
Pioneer International Value Fund
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Pioneer Series Trust VIII
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 June 27, 2008 (the "Agreement"), by and
between Pioneer Series Trust VIII (the "Successor Entity"), a Delaware statutory
trust, on behalf of Pioneer International Value Fund, the only series thereof
(the "Successor Fund"), and Pioneer International Value Fund (the "Predecessor
Entity"), a Massachusetts business trust, on behalf of Pioneer International
Value Fund, the only series thereof (the "Predecessor 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 Predecessor Fund by the Successor Fund in exchange for (a) the assumption by
the Successor Fund of the liabilities of the Predecessor Fund and (b) the
issuance and delivery by the Successor Fund to the Predecessor Fund, for
distribution, in accordance with Section 1.4 of the Agreement, pro rata to the
Predecessor Fund Shareholders in exchange for their Predecessor Fund Shares and
in complete liquidation of the Predecessor Fund, of a number of Successor Fund
Shares having an aggregate net asset value equal to the value of such assets,
less the amount of such liabilities, of the Predecessor Fund so transferred to
the Successor 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 Joint Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on or about March 18, 2008 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 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 Predecessor Entity and
the Successor Entity 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 Successor Fund of all of the assets of the
Predecessor Fund in exchange solely for Successor Fund Shares and the
assumption by the Successor Fund of all of the liabilities of the
Predecessor Fund, followed by the distribution of such Successor Fund
Shares to the Predecessor Fund Shareholders in complete liquidation of the
Predecessor Fund will constitute a "reorganization" within the meaning of
Section 368(a) of the Code, and the Successor Entity and the Predecessor
Entity 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 Predecessor Entity upon
the transfer of the Predecessor Fund's assets to the Successor Fund solely
in exchange for Successor Fund Shares and the assumption by the Successor
Fund of all of the liabilities of the Predecessor Fund, or upon the
distribution of the Successor Fund Shares by the Predecessor Fund to its
shareholders in liquidation, except for 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.
3. The basis in the hands of the Successor Entity of the assets so
transferred will be the same as the basis of such assets in the hands of
the Predecessor Entity immediately prior to the transfer, increased by the
amount of gain (or decreased by the amount of loss), if any, recognized by
the Predecessor Entity upon the transfer.
4. The holding periods of the assets in the hands of the Successor
Entity, 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 Predecessor Entity.
5. No gain or loss will be recognized by the Successor Entity upon the
Successor Fund's receipt of the assets solely in exchange for Successor
Fund Shares and the assumption by the Successor Fund of the liabilities of
the Predecessor Fund.
6. No gain or loss will be recognized by the Predecessor Fund
Shareholders upon the exchange of all of their Predecessor Fund Shares
solely for Successor Fund Shares as part of the Transaction.
7. The aggregate basis of the Successor Fund Shares that each
Predecessor Fund Shareholder receives in the Transaction will be the same
as the aggregate basis of the Predecessor Fund Shares exchanged therefor.
8. The holding period for the Successor Fund Shares received by a
Predecessor Fund Shareholder will include the holding period of the
Predecessor Fund Shares exchanged therefor, provided that such Predecessor
Fund Shares were held as capital assets on the date of the exchange.
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
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XXXXXXX XXXXXXXXX LLP
