1 617 526 6000 (t) +1 617 526 5000 (f) wilmerhale.com November 9, 2007 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...Pioneer Variable Contracts Trust /Ma/ • November 27th, 2007
This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of November 5, 2007 by and between Pioneer Variable Contracts Trust, a Delaware statutory trust (the "Trust"), on behalf of its series, Pioneer Fund VCT Portfolio ("Acquiring Portfolio"), and the Trust on behalf of its series, Pioneer Value 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 t
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 5th day of November, 2007, by and between Pioneer Variable Contracts Trust, a Delaware statutory trust, on behalf of its series, Pioneer Fund VCT Portfolio (the "Acquiring...Agreement and Plan of Reorganization • November 27th, 2007 • Pioneer Variable Contracts Trust /Ma/ • Massachusetts
