WILMERHALE
November 10, 2006
x0 000 000 0000(t)
Pioneer Series Trust II x0 000 000 0000(f)
00 Xxxxx Xxxxxx xxxxxxxxxx.xxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Pioneer Series Trust IV
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 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 November 1, 2006 by and between
Pioneer Series Trust II, a Delaware statutory trust, on behalf of its series,
Pioneer AMT-Free Municipal Fund ("Acquiring Fund"), and the Pioneer Series Trust
IV, a Delaware statutory trust, on behalf of its series, Pioneer Florida Tax
Free Income Fund ("Acquired Fund"). Pursuant to the Agreement, Acquiring Fund
will acquire all of the assets of Acquired Fund in exchange solely for (i) the
assumption by Acquiring Fund of all of the liabilities of Acquired Fund (the
"Acquired Fund Liabilities"), and (ii) the issuance of shares of beneficial
interest of Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund,
followed by the distribution by Acquired Fund, in liquidation of Acquired Fund,
of the Acquiring Fund Shares to the shareholders of Acquired Fund and the
termination of Acquired Fund (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 Class A,
Class B and Class C shares prospectus for Acquiring Fund dated May 1, 2006, as
supplemented on June 9, 2006, July 3, 2006, and October 1, 2006; (ii) the Class
Y shares prospectus for Acquiring Fund dated November 6, 2006; (iii) the Class
A, Class B and Class C shares statement of additional information for Acquiring
Fund dated May 1, 2006, as supplemented on June 9, 2006; (iv) the Class Y shares
statement of additional information dated November 6, 2006; (v) the Class A,
Class B and Class C shares prospectus for Acquired Fund dated December 1, 2005,
as supplemented on June 28, 2006, July 3, 2006 and October 1, 2006; (vi) the
Class Y shares prospectus for Acquired Fund dated December 1, 2005, as
supplemented on June 28, 2006; (vii) the Class A, Class B, Class C and Class Y
shares statement of additional information for Acquired Fund dated December 1,
2005; (viii) the Notice of Special Meeting of Shareholders Scheduled for October
17, 2006 and the accompanying proxy statement and prospectus on Form N-14; (ix)
the Agreement; (x) the tax representation certificates delivered pursuant to the
Agreement and relevant to this opinion (the "Representation Certificates"); and
(xi) such other documents as we deemed necessary or relevant to our analysis.
Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000
Baltimore Beijing Berlin Boston Brussels London Munich New York Northern
Virginia Oxford Palo Alto Waltham Washington
WILMERHALE
Pioneer Series Trust II
Pioneer Series Trust IV
November 10, 2006
Page 2
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) 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; (ii) 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 and thereafter
as relevant, true and complete; (iii) 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 (iv) 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 set forth 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.
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 Fund of the assets of Acquired Fund solely in
exchange for the issuance of Acquiring Fund Shares to Acquired Fund and the
assumption of the Acquired Fund Liabilities by Acquiring Fund,
WILMERHALE
Pioneer Series Trust II
Pioneer Series Trust IV
November 10, 2006
Page 3
followed by the distribution by Acquired Fund, in liquidation of Acquired Fund,
of Acquiring Fund Shares to Acquired Fund shareholders in exchange for their
Acquired Fund Shares 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 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 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 Acquired Fund 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
----------------------
Xxxxx X. Xxxx, Partner
