XXXXXX XXXXXX XXXXXXXXX
XXXX and XXXX LLP
December 10, 2004
Pioneer Variable Contracts Trust
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Safeco Resource Series Trust
0000 000xx Xxxxx X.X.
Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Agreement and Plan
of Reorganization (the "Agreement") made as of October 29, 2004 by and between
Pioneer Variable Contracts Trust, a Delaware statutory trust, on behalf of its
series, Pioneer Growth Opportunities VCT Portfolio ("Acquiring Portfolio"), and
Safeco Resource Series Trust, a Delaware statutory trust, on behalf of its
series, Safeco Growth Opportunities 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, as defined in the Agreement (the "Acquired
Portfolio Liabilities"), and (ii) the issuance of Class I 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 the termination 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 December 10, 2004; (ii) the statement of
additional information for Acquiring Portfolio dated December 10, 2004; (iii)
the prospectus for Acquired Portfolio dated April 30, 2004, as supplemented on
August 2, 2004 and August 3, 2004; (iv) the statement of additional information
for Acquired Portfolio dated April 30, 2004, as revised on August 19, 2004; (v)
the Notice of Meeting of Shareholders Scheduled for December 8, 2004 and the
accompanying proxy statement and prospectus on Form N-14 (the "Proxy
Statement"); (vi) the Agreement; (vii) the tax representation certificates
delivered pursuant to the Agreement and relevant to this opinion (the
"Representation Certificates"); and (viii) such other documents as we deemed
necessary or relevant to our analysis.
In our examination of documents, we have assumed the authenticity of original
documents, the accuracy of copies, the genuineness of signatures, and the legal
capacity of signatories. We have assumed that 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 that 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.
Furthermore, we have assumed that all representations contained in the
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, true and complete in all material respects, and that 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. We
have also assumed that 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.
The conclusions expressed herein represent our judgment regarding the proper
treatment of the Transaction under the income tax laws of the United States
based upon the Code, case law, Treasury Regulations, and the rulings and other
pronouncements of the Internal Revenue Service (the "Service") in effect on the
date of this opinion. No assurances can be given that such laws will not be
amended or otherwise changed after the consummation of the Transaction or that
such changes will not affect the conclusions expressed herein. Nevertheless, we
undertake no responsibility to advise you of any developments after the
consummation of the Transaction in the application or interpretation of the
income tax laws of the United States.
Our opinion represents our best judgment regarding how a court would decide if
presented with the issues addressed herein and is not binding upon the Service
or any court. Moreover, our opinion does not provide any assurance that a
position taken in reliance on such opinion will not be challenged by the Service
and does not constitute any representation or warranty that such position, if so
challenged, will not be rejected by a court.
This opinion addresses only the specific United States federal income tax
consequences of the Transaction set forth below, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, or
other tax consequences that may result from the Transaction or any other action
(including any action taken in connection with the 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 acquisition by Acquiring Portfolio of the assets of Acquired Portfolio
solely in exchange for the issuance of Acquiring Portfolio Shares to Acquired
Portfolio and the assumption of the Acquired Portfolio Liabilities by Acquiring
Portfolio, followed by the distribution by Acquired Portfolio, in liquidation of
Acquired Portfolio, of Acquiring Portfolio Shares to Acquired Portfolio
shareholders in exchange for their Acquired Portfolio Shares and the termination
of Acquired Portfolio, will constitute a "reorganization" within the meaning of
Section 368(a) of the Code. No opinion is expressed or implied regarding the tax
consequences of any other aspects of the Transaction except as expressly set
forth above.
This opinion is being delivered to you solely in connection with the closing
condition set forth in Section 8.5 of the Agreement. This opinion is intended
solely for the benefit of you and the shareholders of the Acquired Portfolio and
it may not be relied upon for any other purpose or by any other person or
entity, and may not be made available to any other person or entity, without our
prior written consent.
Very truly yours,
XXXXXX XXXXXX XXXXXXXXX
XXXX AND XXXX LLP
By: /s/ Xxxxx X. Xxxx, Partner
Xxxxx X. Xxxx, Partner
BALTIMORE BEIJING BERLIN BOSTON BRUSSELS LONDON
MUNICH NEW YORK NORTHERN VIRGINIA OXFORD WALTHAM WASHINGTON
