WILMERHALE
1 617 526 6000 (t)
1 617 526 5000 (f)
wilmerhale.com
November 8, 2006
Pioneer Variable Contracts Trust
60 State Street
Boston, Massachusetts 02109
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the filing of a
registration statement on Form N-14 dated November 8, 2006 (the "Registration
Statement"), which includes the combined proxy statement and prospectus relating
to an Agreement and Plan of Reorganization (the "Agreement") to be entered into
by and between Pioneer Variable Contracts Trust, a Delaware statutory trust (the
"Trust"), on behalf of its series, Pioneer Ibbotson Moderate Allocation VCT
Portfolio ("Acquiring Portfolio"), and the Trust, on behalf of its series,
Pioneer Balanced VCT Portfolio ("Acquired Portfolio"). Pursuant to the
Agreement, Acquired Portfolio will (1) sell all of its portfolio securities for
cash; (2) distribute to its shareholders all of its investment company taxable
income, net tax-exempt income (if any) and net capital gain for its last taxable
year; (3) transfer all of its assets to Acquiring Portfolio in exchange solely
for (a) the assumption by Acquiring Portfolio of all of the Assumed Liabilities
of Acquired Portfolio, as defined in the Agreement, and (b) shares of beneficial
interest of Acquiring Portfolio (the "Acquiring Portfolio Shares"); and (4)
distribute, in liquidation of Acquired Portfolio, the Acquiring Portfolio Shares
to the shareholders 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 prospectus
for Acquiring Portfolio dated May 1, 2006, as supplemented on August 18, 2006;
(ii) the statement of additional information for Acquiring Portfolio dated May
1, 2006, as revised on August 28, 2006; (iii) the prospectus for Acquired
Portfolio dated May 1, 2006, as supplemented on August 10, 2006; (iv) the
statement of additional information for Acquired Portfolio dated May 1, 2006, as
revised on August 28, 2006; (v) the Registration Statement, including the Notice
of Special Meeting of Shareholders Scheduled for December 14, 2006 and the Form
of Agreement and Plan of Reorganization attached as Exhibit A to the
Registration Statement (the "Form of Agreement"); (vi) the tax representation
certificates relevant to this opinion delivered by Acquired Portfolio and
Acquiring Portfolio (the "Representation Certificates"); and (vii) 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) the Agreement
will be duly executed substantially in the form of, and without material changes
from, the Form of Agreement; (ii) 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 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; (iii) all
representations contained in the Form of 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; (iv) 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 (v) 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 referred to 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. This opinion may not apply to certain taxpayers who are subject to
special circumstances, such as taxpayers who are not citizens or residents of
the United Sates, insurance companies, tax-exempt organizations, financial
institutions, dealers in securities or foreign currencies, or persons who hold
their shares as part of a straddle or conversion 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 discussion under the heading "Tax Status of the Reorganization of
Pioneer Balanced VCT Portfolio into Pioneer Ibbotson Allocation VCT Portfolio"
in the Registration Statement, subject to the limitations and qualifications
described therein, and to the extent the matters discussed constitute matters of
U.S. federal income tax law, is accurate in all material respects.
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 intended solely for your use as an exhibit to the Registration
Statement. It may not be used or relied upon for any other purpose or by any
other person or entity without our prior written consent. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and
further consent to the use of our name in the Registration Statement in
connection with references to this opinion and the tax consequences of the
Transaction. In giving this consent, however, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the U.S.
Securities and Exchange Commission thereunder.
Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
By: /s/Roger M. Ritt
Roger M. Ritt, Partner