DRAFT OF JUNE 27, 2006[Acquiring Trust]60 State StreetBoston, Massachusetts 02109[Acquired Trust]60 State StreetBoston, Massachusetts 02109Ladies and Gentlemen:This opinion is being delivered to you in connection with the Agreement and Planof Reorganization (the “Agreement”) made as of _____________ by and betweenPioneer [Trust], a Delaware statutory trust, on behalf of its series, [AcquiringFund] (“Acquiring Fund”), and the _________Trust, [a Delaware statutory][Massachusetts business] trust on behalf of its series, [Acquired Fund](“Acquired Fund”). Pursuant to the Agreement, Acquiring Fund will acquire all ofthe assets of Acquired Fund in exchange solely for (i) the assumption byAcquiring Fund of all of the liabilities of Acquired Fund (the “Acquired FundLiabilities”), and (ii) the issuance of shares of beneficial interest ofAcquiring Fund (the “Acquiring Fund Shares”) to Acquired Fund, followed by thedistribution by Acquired Fund, in liquidation of Acquired Fund, of the AcquiringFund Shares to the shareholders of Acquired Fund and the termination of AcquiredFund (the foregoing together constituting the “Transaction”). All sectionreferences, unless otherwise indicated, are to the United States InternalRevenue Code of 1986, as amended (the “Code”).In rendering this opinion, we have examined and relied upon (i) the prospectusfor Acquiring Fund dated __________; (ii) the statement of additionalinformation for Acquiring Fund dated ______________; (iii) the prospectus forAcquired Fund dated _________; (iv) the statement of additional information forAcquired Fund dated ___________; (v) the Notice of Special Meeting ofShareholders Scheduled for ___________ and the accompanying proxy statement andprospectus on Form N-14; (vi) the Agreement; (vii) the tax representationcertificates delivered pursuant to the Agreement and relevant to this opinion(the “Representation Certificates”); and (viii) such other documents as wedeemed necessary or relevant to our analysis.In our examination of documents, we have assumed with your permission theauthenticity of original documents, the accuracy of copies, the genuineness ofsignatures, the legal capacity of signatories, and the proper execution ofdocuments. We have further assumed with your permission that (i) all parties tothe Agreement and to any other documents examined by us have acted, and willact, in accordance with the terms of such Agreement and documents and that the[Acquiring Trust][Acquired Trust]Draft of June 27, 2006Page 2Transaction will be consummated pursuant to the terms and conditions set forthin the Agreement without the waiver or modification of any such terms andconditions; (ii) all representations contained in the Agreement, as well asthose representations contained in the Representation Certificates are, on thedate hereof, and will be, at the consummation of the Transaction and thereafteras relevant, true and complete; (iii) any representation made in any of thedocuments referred to herein “to the knowledge and belief” (or similarqualification) of any person or party is, and at the consummation of theTransaction will be, correct without such qualification; and (iv) as to allmatters for which a person or entity has represented that such person is not aparty to, does not have, or is not aware of any plan, intention, understanding,or agreement, there is no such plan, intention, understanding, or agreement. Wehave not attempted to verify independently any of the above assumptions orrepresentations, but in the course of our representation, nothing has come toour attention that would cause us to question the accuracy thereof.The conclusions expressed herein represent our judgment as to the propertreatment of the Transaction for United States federal income tax purposes basedupon the relevant provisions of the Code, the Treasury Regulations promulgatedthereunder, and interpretations of the foregoing as expressed in court decisionsand 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 otherwisechanged after the consummation of the Transaction or that any such changes willnot affect the conclusions expressed herein. We undertake no obligation toupdate 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 ifpresented with the issues addressed herein and is not binding upon the InternalRevenue Service (the “IRS”) or any court. Thus, no assurance can be given that aposition taken in reliance on our opinion will not be challenged by the IRS orrejected by a court.This opinion is limited to the specific United States federal income taxconsequences of the Transaction set forth below. It does not address any otherfederal, state, local, or foreign income, estate, gift, transfer, sales, use, orother tax consequences that may result from the Transaction or any othertransaction, including any transaction undertaken in connection with theTransaction.On the basis of and subject to the foregoing and in reliance upon therepresentations, facts and assumptions described above, we are of the opinionthat the acquisition by Acquiring Fund of the assets of Acquired Fund solely inexchange for the issuance of Acquiring Fund Shares to Acquired Fund and theassumption of the Acquired Fund Liabilities by Acquiring Fund, followed by thedistribution by Acquired Fund, in liquidation of Acquired Fund, of AcquiringFund Shares to Acquired Fund shareholders in exchange for their Acquired FundShares and the termination of Acquired Fund, will constitute a “reorganization”within the meaning of Section 368(a) of the Code.As indicated above, our opinion is based solely on the documents that we haveexamined, including without limitation the Representation Certificates and theassumptions described herein. If any of the facts or representations contained[Acquiring Trust][Acquired Trust]Draft of June 27, 2006Page 3in such documents is, or later becomes, inaccurate in any material respect, orif any of the assumptions we have made is, or later becomes, unfounded in anymaterial respect, our opinion may be adversely affected and may not be reliedupon.This opinion is being delivered to you solely in connection with the closingcondition set forth in Section 8.5 of the Agreement. This opinion is intendedsolely for the benefit of you and the shareholders of Acquired Fund and it maynot be relied upon for any other purpose or by any other person or entity, andmay not be made available to any other person or entity, without our priorwritten consent.Very truly yours,WILMER CUTLER PICKERINGHALE AND DORR LLPBy:- ———————————————–