[Xxxxxxx XxXxxxxxx LLP Letterhead]
November 14, 2014
Pioneer Ibbotson Asset Allocation Series
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
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 November 14, 2014, by and
between Pioneer Ibbotson Asset Allocation Series, a Delaware statutory trust
(the "Trust"), on behalf of Pioneer Ibbotson Growth Allocation Fund, a series
thereof (the "Acquiring Fund"), and the Trust, on behalf of Pioneer Ibbotson
Aggressive Asset Allocation Fund, 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 (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 to the NAV of the Acquired Fund attributable to the
corresponding classes of Acquired Fund Shares, and (b) the assumption by the
Acquiring Fund of all of 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 October 10, 2014, and related
documents (collectively, the "Transaction Documents"). In that 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
Pioneer Ibbotson Asset Allocation Series
November 14, 2014
Page Two
Documents and in certificates of the Trust, on behalf of the Acquired Fund and
the Acquiring Fund, 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 on the transfer
of the Acquired Assets to the Acquiring Fund 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 to the shareholders of the Acquired Fund, except for (A) gain or
loss that may be recognized on the transfer of "section 1256 contracts"
as defined in Section 1256(b) of the Code, (B) 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 or loss that may be required to be recognized as a result of the
closing of the Acquired Fund's taxable year or 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 each Acquired Asset
will be the same as the tax basis of such Acquired Asset 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 on the transfer.
Pioneer Ibbotson Asset Allocation Series
November 14, 2014
Page Three
4. The holding period of each Acquired Asset in the hands of the Acquiring
Fund, other than any Acquired Asset with respect to which gain or loss
is required to be recognized in the Transaction, will include the period
during which such 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 Acquiring Fund
Shares and the assumption of the Assumed Liabilities.
6. No gain or loss will be recognized by the Acquired Fund Shareholders
upon the exchange of all of their Acquired Fund Shares 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.
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/ Xxxxxxx XxXxxxxxx LLP
XXXXXXX XxXXXXXXX LLP
