DRAFT OF MARCH 13, 2006, SUBJECT TO CHANGE Pioneer Variable Contracts Trust 60 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the...Pioneer Variable Contracts Trust /Ma/ • March 17th, 2006
This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of ______________ by and between Pioneer Variable Contracts Trust, a Delaware statutory trust, on behalf of its series, Pioneer Small Cap Value Portfolio ("Acquiring Portfolio"), and Pioneer Variable Contracts Trust, on behalf of its series, [Pioneer Small Company VCT Portfolio][Pioneer Small Cap Value II 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 Acquir
