Common use of Disclaimer of Liability of Trustees and Beneficiaries Clause in Contracts

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations or arising out of this Underwriting Agreement are not binding upon any of the Trustees or beneficiaries individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED INCOME FUND III -------------------------- By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, LLC -------------------------- By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: UBS SECURITIES LLC -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- By: Xxxx X. Reit Title: Executive Director SCHEDULE A Number of Shares Name to be Purchased ---- ---------------

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations or arising out of this Underwriting Agreement are not binding upon any of the Trustees or beneficiaries individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED INCOME FUND III II -------------------------- By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, LLC -------------------------- By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED PRUDENTIAL SECURITIES LLC INCORPORATED By: UBS SECURITIES WARBURG LLC -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- By: Xxxx X. Reit Title: Executive Director SCHEDULE A Number of Shares Name to be Purchased ---- ------------------------------ UBS Warburg....................................................... Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.................................................

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth State of MassachusettsDelaware, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations or arising out of this Underwriting Agreement are not binding upon any of the Trustees or beneficiaries individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund Fund, the Adviser, the Subadviser and the Underwriters, please so indicate in the space provided below for the purposebelow, whereupon this letter and your the Managing Representative's acceptance shall constitute a binding agreement among the Fund, the Investment Adviser Adviser, the Subadviser and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED PIONEER DIVERSIFIED HIGH INCOME FUND III -------------------------- TRUST ---------------------------------------- By: Xxxxxxx X. Xxxx [__________] Title: Chairman[__________] PIONEER INVESTMENT MANAGEMENT, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, LLC -------------------------- INC. ---------------------------------------- By: Xxxxxxx X. Xxxx [__________] Title: Chairman[__________] MONTPELIER CAPITAL ADVISORS, President and Chief Executive Officer LTD. ---------------------------------------- By: [__________] Title: [__________] Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED RBC CAPITAL MARKETS CORPORATION XXXXXX XXXXXXXXXX XXXXX LLC XXXXXX X. XXXXX & CO. INCORPORATED XXXXXX, XXXXX XXXXX, INCORPORATED XXXXXX XXXXXX & COMPANY, INC. ------------------------------------- By: UBS SECURITIES LLC -------------------------- By: Xxxxx Xxxxxxxx Xxxx Xxxx Title: Managing Director -------------------------- ------------------------------------- By: Xxxx X. Reit Xxx Title: Executive Director SCHEDULE A Number UNDERWRITERS NUMBER OF SHARES ------------------------------------- ---------------- UBS Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets Corporation Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx, Xxxxx Xxxxx, Incorporated Xxxxxx Xxxxxx & Company, Inc. ---------------- Total ================ DRAFT 05-21-07 SUBJECT TO WILMERHALE OPINION COMMITTEE REVIEW SCHEDULE B FORM OF OPINION OF WILMERHALE REGARDING THE FUND AND THE ADVISER [__________], 2007 UBS Securities LLC As Representative of the Several Underwriters 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Re: Pioneer Diversified High Income Trust Ladies and Gentlemen: This opinion is furnished to you pursuant to Section [___] of the Underwriting Agreement, dated as of [__________], 2007 (the "Underwriting Agreement"), among you, as Managing Representative of the several Underwriters, Pioneer Investment Management, Inc., a Delaware corporation (the "Adviser"), and Pioneer Diversified High Income Trust, a Delaware business trust (the "Fund"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. We have acted as counsel for the Fund and the Adviser in connection with the sale to the Underwriters by the Fund of [__________] Common Shares Name of beneficial interest, no par value per share, of the Fund (collectively, the "Common Shares") pursuant to the Section 1 of the Underwriting Agreement. As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Fund's Registration Statement on Form N-2 dated [__________], 2007 (File Nos. 333- [_______] and 811-[_______]), and amendment Nos. [__, __ and __] thereto, which Registration Statement became effective on [__________], 2007 (the "Effective Date"). Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement." We have examined and relied upon the Agreement and Declaration of Trust (the "Declaration of Trust") and By-Laws of the Fund, each as amended to date, the Certificate of Incorporation and By-Laws of the Adviser, each as amended to date, records of meetings or written actions of shareholders and of the Board of Trustees of the Fund, trust proceedings of the Fund in connection with the authorization and issuance of the Common Shares, the Registration Statement, the Prospectus, the Statement of Additional Information, the Underwriting Agreement, records of meetings of the Board of Directors of the Adviser, certificates of representatives of the Fund, certificates of public officials and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. We have assumed that all corporate or trust records of the Fund and the Adviser and stock books of the Fund and are complete and accurate. Insofar as this opinion relates to factual matters, information with respect to which is in the possession of the Fund or the Adviser, we have relied, with your permission, upon certificates, statements and representations of officers and other representatives of the Fund and the Adviser, representations made in the Underwriting Agreement and statements contained in the Registration Statement. We have not attempted to verify independently such facts, although nothing has come to our attention which has caused us to question the accuracy of such certificates, statements or representations. In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Any reference to "our knowledge" or "best of our knowledge" or to any matters "known to us," "of which we are aware" or "coming to our attention" or any variation of any of the foregoing, shall mean the conscious awareness, as to the existence or absence of any facts which would contradict the opinions and statements so expressed, of the attorneys of this firm who have rendered substantive attention to the transaction to which this opinion relates. Other than as expressly set forth below, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Fund and the Adviser. Moreover, we have not searched any electronic databases or the dockets of any court, regulatory body or administrative or other governmental agency or other filing office in any jurisdiction. For purposes of this opinion, we have assumed that the agreements referred to herein have been duly authorized, executed and delivered by all parties thereto other than the Fund and the Adviser, and that all such other parties have all requisite power and authority to effect the transactions contemplated by such agreements. We have also assumed that each such agreement is the valid and binding obligation of each party thereto other than the Fund and the Adviser and is enforceable against all such other parties in accordance with its terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party to the agreements other than the Fund. Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court. Without limiting the foregoing, (i) we are expressing no opinion as to the enforceability of the indemnification or contribution provisions of the Underwriting Agreement, the Shareholder Servicing Agreement and the Additional Compensation Agreement, (ii) we note that a court may refuse to enforce, or may limit the application of, the Underwriting Agreement, the Shareholder Servicing Agreement or the Additional Compensation Agreement, or certain provisions thereof, as unconscionable or contrary to public policy, and (iii) we have assumed compliance by all parties with federal and state securities laws. We also express no opinion herein as to any provision of any agreement (a) which may be deemed to or construed to waive any right of the Fund or the Adviser, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, including, without limitation, any provision relating to non-competition and non-solicitation or relating to indemnification and contribution with respect to securities law matters, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) which provides that the terms of any agreement may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction. Our opinion expressed in paragraph [1] below as to the legal existence and good standing of the Fund is based solely on a certificate of legal existence issued by the Secretary of State of the State of Delaware, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. Our opinion expressed in paragraph [18] below as to the legal existence and good standing of the Adviser is based solely on a certificate of legal existence issued by the Secretary of State of the State of Delaware, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. We express no opinion as to the tax good standing of the Fund or the Adviser in any jurisdiction. In connection with our opinion expressed in paragraph [4] below, insofar as it relates to full payment for the outstanding Common Shares of the Fund, we have relied solely on a certificate of an officer of the Fund. Our opinion expressed in paragraph [4] below as to issued and outstanding shares of beneficial interest of the Fund is based solely on a certificate of the Fund's transfer agent, which we assume to be Purchased ---- ---------------complete and accurate. Our opinion expressed in paragraph [4] below as to the due and valid issuance of all outstanding Common Shares of the Fund is based solely on a review of the corporate minute books of the Fund, and a certificate of an officer of the Fund, each of which we assume to be complete and accurate. Our opinion expressed in paragraph [16] below as to the effectiveness of the Registration Statement under the Securities Act, is based solely upon oral advice from [Mr./Ms. __________] at the Division of Investment Management of the Commission that such Registration Statements were declared effective as of 4:30 p.m. on [__________], 2007. Our opinion expressed in paragraph [11] below as to the listing of the Common Shares on the American Stock Exchange is solely based upon a letter from the American Stock Exchange to the Fund, dated [__________], 2007. Our opinion in paragraph [20] is based solely upon the Commission's Investment Adviser Public Disclosure Website as of the date of this opinion. We are opining herein solely with respect to the state laws of The Commonwealth of Massachusetts, the Delaware Statutory Trust Act statute, the Delaware Corporation Law statute, and the federal laws of the United States of America. To the extent that the laws of any other jurisdiction govern any of the matters as to which we express an opinion below, we have assumed for purposes of this opinion, with your permission and without independent investigation, that the laws of such jurisdiction are identical to the substantive state laws of The Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We note that the Underwriting Agreement, the Shareholder Servicing Agreement and the Additional Compensation Agreement are governed by New York law. We express no opinion with respect to the securities or Blue Sky laws of any state of the United States, with respect to state or federal antifraud laws (except to the extent expressly provided in the third to last paragraph below) or with respect to the approval by the National Association of Securities Dealers, Inc. of the offering. On the basis of and subject to the foregoing, we are of the opinion that:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund and Xxxxx Xxxxx is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees Fund and Xxxxx Xxxxx, respectively, by an officer or Trustee of the Fund or Xxxxx Xxxxx, as Trustees the case may be, in his or her capacity as an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees Trustees, officers or beneficiaries shareholders individually but are binding only upon the assets and properties of the FundFund or Xxxxx Xxxxx, as the case may be. If the foregoing correctly sets forth the understanding among the Fund Fund, the Investment Adviser and the Underwriters, please so indicate in the space provided below for the purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED INCOME XXXXX XXXXX CREDIT OPPORTUNITIES FUND III -------------------------- By: Xxxxxxx X. Xxxx ------------------------------------ Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, LLC -------------------------- --------------------------------- XXXXX XXXXX MANAGEMENT By: Xxxxxxx X. Xxxx ------------------------------------ Title: Chairman, President and Chief Executive Officer --------------------------------- Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC [ ] By: UBS SECURITIES LLC -------------------------- By: Xxxxx Xxxxxxxx --------------------------------- Title: Managing Director -------------------------- ------------------------------ By: Xxxx X. Reit --------------------------------- Title: Executive Director ------------------------------ SCHEDULE A Number of Shares Name to be Purchased NAME SHARES ---- --------------------- UBS Securities LLC [ ] TOTAL SCHEDULE B FORM OF OPINION OF XXXXXXXXXXX & XXXXXXXX LLP REGARDING THE FUND

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations or arising out of this Underwriting Agreement are not binding upon any of the Trustees or beneficiaries individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED INCOME FUND III II -------------------------- By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, LLC -------------------------- By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES WARBURG LLC By: UBS SECURITIES WARBURG LLC -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- By: Xxxx X. Reit Title: Executive Director SCHEDULE A Number of Shares Name to be Purchased ---- ------------------------------ UBS Warburg LLC Total..................................................................... SCHEDULE B FORM OF OPINION OF XXXX & XXXX REGARDING THE FUND November , 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated As Representatives of the Several Underwriters c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Re: Xxxx Xxxxxxx Preferred Income Fund II Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement, dated as of November 25, 2002 (the "Underwriting Agreement"), among you, as Representatives of the several Underwriters, Xxxx Xxxxxxx Advisers, LLC, a Delaware limited liability company (the "Adviser"), and Xxxx Xxxxxxx Preferred Income Fund II, a Massachusetts business trust (the "Trust"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. We have acted as counsel for the Trust and the Adviser in connection with the sale to the Underwriters by the Trust of ________ Common Shares of beneficial interest, no par value per share, of the Trust (collectively, the "Shares") pursuant to the Section 1 of the Underwriting Agreement. As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Trust's Registration Statement on Form N-2 dated June 27, 2002 (File No. 333-99685 and 811-21202), and amendments No.1 and No. 2 thereto, which Registration Statement became effective on November __, 2002 (the "Effective Date"). Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement," and the prospectus dated November __, 2002 and statement of additional information dated November __, 2002 included therein, as filed pursuant to Rule 497 of the Securities Act of 1933, as amended (the "Securities Act"), on November __, 2002, are referred to herein as the "Prospectus" and the "Statement of Additional Information." We have examined and relied upon the Agreement and Declaration of Trust and By-laws of the Trust, each as amended to date, records of meetings or written actions of shareholders and of the Board of Trustees of the Trust, trust proceedings of the Trust in connection with the authorization and issuance of the Shares, the Registration Statement, the Prospectus, the Statement of Additional Information, the Underwriting Agreement, certificates of representatives of the Trust, certificates of public officials and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. We have assumed that all corporate or trust records of the Trust and the Adviser and stock books of the Trust and are complete and accurate. Insofar as this opinion relates to factual matters, information with respect to which is in the possession of the Trust or the Adviser, we have relied, with your permission, upon certificates, statements and representations of officers and other representatives of the Trust and the Adviser, representations made in the Underwriting Agreement and statements contained in the Registration Statement. We have not attempted to verify independently such facts, although nothing has come to our attention which has caused us to question the accuracy of such certificates, statements or representations. In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Any reference to "our knowledge" or "best of our knowledge" or to any matters "known to us," "of which we are aware" or "coming to our attention" or any variation of any of the foregoing, shall mean the conscious awareness, as to the existence or absence of any facts which would contradict the opinions and statements so expressed, of the attorneys of this firm who have rendered substantive attention to the transaction to which this opinion relates. Other than as expressly set forth below, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Trust and the Adviser. Moreover, we have not searched any electronic databases or the dockets of any court, regulatory body or governmental agency or other filing office in any jurisdiction. For purposes of this opinion, we have assumed that the agreements referred to herein have been duly authorized, executed and delivered by all parties thereto other than the Trust, and that all such other parties have all requisite power and authority to effect the transactions contemplated by such agreements. We have also assumed that each such agreement is the valid and binding obligation of each party thereto other than the Trust and is enforceable against all such other parties in accordance with its terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party to the agreements other than the Trust. Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court. Without limiting the foregoing, with respect to our opinion in paragraph 9 below, (i) we are expressing no opinion as to the enforceability of the indemnification or contribution provisions of the Underwriting Agreement, (ii) we note that a court may refuse to enforce, or may limit the application of, the Underwriting Agreement or certain provisions thereof, as unconscionable or contrary to public policy, and (iii) we have assumed compliance by all parties with federal and state securities laws. We also express no opinion herein as to any provision of any agreement (a) which may be deemed to or construed to waive any right of the Trust, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, including, without limitation, any provision relating to non-competition and non-solicitation or relating to indemnification and contribution with respect to securities law matters, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) which provides that the terms of any agreement may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction. Our opinion expressed in paragraph 1 below as to the valid existence and good standing of the Trust is based solely on a certificate of legal existence issued by the Secretary of State of the Commonwealth of Massachusetts, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. We express no opinion as to the tax good standing of the Trust in any jurisdiction. In connection with our opinion expressed in paragraph 2 below, insofar as it relates to full payment for the outstanding Common Shares of the Trust, we have relied solely on a certificate of an officer of the Trust. Our opinion expressed in paragraph 2 below as to issued and outstanding shares of capital stock of the Trust is based solely on a certificate of the Trust's transfer agent, which we assume to be complete and accurate. Our opinion expressed in paragraph 2 below as to the due and valid issuance of all outstanding common shares of the Trust is based solely on a review of the corporate minute books of the Trust, and a certificate of an officer of the Trust, each of which we assume to be complete and accurate. Our opinions expressed in paragraphs 4 and 10 below as to the effectiveness of the Registration Statement under the Securities Act and the Trust's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are based solely upon oral advice from Xx. Xxxxx Xxxxxxxx at the Division of Investment Management of the Commission that such Registration Statements were declared effective as of ____ p.m. on November __, 2002. Our opinion expressed in paragraph 10 below as to the listing of the common shares on the New York Stock Exchange (the "Exchange") is solely based upon a letter from the Exchange to the Trust dated November 15, 2002. Our opinions in paragraphs 2 and 3 below are qualified to the extent that, under Massachusetts law, shareholders of a Massachusetts business trust may be held personally liable for the obligations of the Trust. However, the Declaration of Trust disclaims shareholders liability for acts or obligations of the Trust and provides for indemnification out of Trust property for all loss and expense of any shareholder held personally liable for the obligations of the Trust. We have not made any investigation of the laws of any jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America. To the extent that any other laws govern any of the matters as to which we express an opinion below, we have assumed for purposes of this opinion, with your permission and without independent investigation, that the laws of such jurisdiction are identical to the state laws of the Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We express no opinion with respect to the securities or Blue Sky laws of any state of the United States, with respect to state or federal antifraud laws (except to the extent expressly provided in the third to last paragraph below) or with respect to the approval by the National Association of Securities Dealers, Inc. of the offering. On the basis of and subject to the foregoing, we are of the opinion that:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration certificate of Trust trust of the Fund is on file with the Secretary of The Commonwealth State of Massachusettsthe State of Delaware, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees Fund by an officer or Trustee of the Fund in his or her capacity as Trustees an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees Trustees, officers or beneficiaries shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund Fund, the Investment Advisers and the Underwriters, please so indicate in the space provided below for the purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser Advisers and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED INCOME GUGGENHEIM CREDIT ALLOCATION FUND III -------------------------- __________________________________ By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERSGUGGENHEIM FUNDS INVESTMENT ADVISORS, LLC -------------------------- __________________________________ By: Xxxxxxx X. Xxxx Title: ChairmanGUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, President and Chief Executive Officer LLC __________________________________ By: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC __________________________________ By: UBS SECURITIES LLC -------------------------- Title: __________________________________ By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- XXXXX FARGO SECURITIES, LLC __________________________________ By: Xxxx X. Reit Title: Executive Director SCHEDULE A Underwriters Number of Shares Name to be Purchased ---- ---------------UBS Securities LLC [·] Xxxxx Fargo Securities, LLC [·] Xxxxxx, Xxxxxxxx & Company, Incorporated [·] BB&T Capital Markets, a division of BB&T Securities, LLC [·] The GMS Group, LLC [·] Guggenheim Funds Distributors, LLC [·] J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC [·] Ladenburg Xxxxxxxx & Co. Inc. [·] Maxim Group LLC [·] Newbridge Securities Corporation [·] Pershing LLC [·] Southwest Securities, Inc. [·] Wedbush Securities Inc. [·] Xxxxxxxxxx Securities, Inc. [·] Total [·]

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees Fund by an officer or Trustee of the Fund in his or her capacity as Trustees an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees Trustees, officers or beneficiaries shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below for the purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser Manager and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED PIMCO NEW YORK MUNICIPAL INCOME FUND III -------------------------- _____________________________ By: Xxxxxxx X. Xxxx Title: ChairmanPIMCO ADVISORS, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, LLC -------------------------- L.P. _____________________________ By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES WARBURG LLC CIBC WORLD MARKETS CORP. X.X. XXXXXXX & SONS, INC. ADVEST, INC. By: UBS SECURITIES WARBURG LLC -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- _____________________________ By: Xxxx X. Reit Title: Executive Director SCHEDULE A Number of Shares Name to be Purchased ---- ------------------------------ -- UBS Warburg CIBC World Markets Corp. X.X. Xxxxxxx & Sons, Inc. Advest, Inc. SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees Fund by an officer or Trustee of the Fund in his or her capacity as Trustees an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees Trustees, officers or beneficiaries shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below for the purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser Manager and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED PIMCO CALIFORNIA MUNICIPAL INCOME FUND III -------------------------- ______________________________ By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, PIMCO ADVISORS FUND MANAGEMENT LLC -------------------------- ______________________________ By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. XXXXXXX XXXXX XXXXXX INC. By: UBS SECURITIES WARBURG LLC -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- ___________________________ By: Xxxx X. Reit Title: Executive Director ___________________________ By: Xxxx X. Key Title: Director SCHEDULE A Number of Shares Name to be Purchased ---- ------------------------------ UBS Warburg LLC 3,330 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,220 X.X. Xxxxxxx & Sons, Inc. 1,110 Xxxxxxx Xxxxx Xxxxxx Inc. 740 ----- Total 7,400 SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND December __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Xxxxxxx Xxxxx Xxxxxx Inc. as Managing Underwriters c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund III (the "Fund") in connection with the proposed issuance of 3,700 Auction Preferred Shares, Series A, and 3,700 Auction Preferred Shares, Series B. This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement dated as of December __, 2002 (the "Underwriting Agreement") among the Fund, PIMCO Advisors Fund Management LLC (formerly, PIMCO Funds Advisors LLC) (the "Investment Manager") and UBS Warburg LLC, on behalf of itself and the other underwriters named therein (the "Underwriters"). Capitalized terms used in this opinion, unless otherwise defined, have the meanings specified in the Underwriting Agreement.

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed by the Trustees or officers on behalf of the Trustees of under the Fund as Trustees Declaration and not individually and that the obligations or arising out of under this Underwriting Agreement are not binding upon any of the Trustees Trustees, officers or beneficiaries individually shareholders individually, but are binding bind only upon the assets and properties of the Fund. If Please confirm that the foregoing correctly sets forth the understanding among agreement as of the Fund and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement date set forth above among the Fund, the Investment Adviser, the Sub-Adviser and the several Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND III -------------------------- By: Xxxxxxx X. Xxxx :_____________________________ Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERSFIRST TRUST ADVISORS L.P. By:_____________________________ Title: FOUR CORNERS CAPITAL MANAGEMENT, LLC -------------------------- By: Xxxxxxx X. Xxxx :_____________________________ Title: Chairman, President and Chief Executive Officer Accepted and agreed to Confirmed as of the date first above written, written on behalf of themselves and the other several Underwriters Under- writers named in Schedule A UBS SECURITIES LLC I hereto. AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS By: UBS SECURITIES LLC -------------------------- RAXXXXX XAXXX & ASSOCIATES, INC. By: Xxxxx Xxxxxxxx _________________________________ Title: Managing Director -------------------------- By: Xxxx X. Reit Title: Executive Director SCHEDULE A Number of Shares Name to be Purchased ---- ---------------I

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees Fund by an officer or Trustee of the Fund in his or her capacity as Trustees an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees Trustees, officers or beneficiaries shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below for the purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser Manager and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED PIMCO CALIFORNIA MUNICIPAL INCOME FUND III -------------------------- __________________________ By: Xxxxxxx X. Xxxx Title: ChairmanPIMCO ADVISORS, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, LLC -------------------------- L.P. __________________________ By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES WARBURG LLC CIBC WORLD MARKETS CORP. X.X. XXXXXXX & SONS, INC. By: UBS SECURITIES WARBURG LLC -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- __________________________ By: Xxxx X. Reit Title: Executive Director SCHEDULE A Number of Shares Name to be Purchased ---- ------------------------------ ___ UBS Warburg CIBC World Markets Corp. X.X. Xxxxxxx & Sons, Inc. SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees Fund by an officer or Trustee of the Fund in his or her capacity as Trustees an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees Trustees, officers or beneficiaries shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below for the purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser Manager and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED PIMCO MUNICIPAL INCOME FUND III -------------------------- __________________________ By: Xxxxxxx X. Xxxx Title: ChairmanPIMCO ADVISORS, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, LLC -------------------------- L.P. __________________________ By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES WARBURG LLC CIBC WORLD MARKETS CORP. X.X. XXXXXXX & SONS, INC. By: UBS SECURITIES WARBURG LLC -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- __________________________ By: Xxxx X. Reit Title: Executive Director SCHEDULE A Number of Shares Name to be Purchased ---- ------------------------------ -- UBS Warburg CIBC World Markets Corp. X.X. Xxxxxxx & Sons, Inc. SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund and Eaton Vance is on file with the Secretary of State of The Commonwealth of Comxxxxxxxxx xf Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees Fund and Eaton Vance, respectively, by an officer or Trustee of the Fuxx xx Xxxxx Vance, as the case may be, in his or her capacity as an xxxxxxx xx Trustee of the Fund or Eaton Vance, as Trustees the case may be, and not individually and that the obligations thax xxx xxxxxations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees Trustees, officers or beneficiaries shareholders individually but are binding only upon the assets and properties of the FundFund or Eaton Vance, as the case may be. If the foregoing correctly sets forth the understanding among the Fund Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, please so indicate in the space provided below for the purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED EATON VANCE ENHANCED EQUITY INCOME FUND III -------------------------- _________________________________________ By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, LLC -------------------------- EATON VANCE MANAGEMENT _________________________________________ By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer RAMPART INVESTMENT MANAGEMENT COMPANY _________________________________________ By: Title: 29 Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES Securities LLC __________________________________ By: UBS SECURITIES LLC -------------------------- Title: __________________________________ By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- By: Xxxx X. Reit Title: Executive Director SCHEDULE A Number of Shares Name to be Purchased ---- ---------------UBS Securities LLC Schedule A-1 SCHEDULE B FORM OF OPINION OF KIRKPATRICK & LOCKHART LLP REGARDING THE FUND

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees Fund by an officer or Trustee of the Fund in his or her capacity as Trustees an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees Trustees, officers or beneficiaries shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below for the purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser Manager and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED PIMCO NEW YORK MUNICIPAL INCOME FUND III -------------------------- __________________________ By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, PIMCO ADVISORS FUND MANAGEMENT LLC -------------------------- __________________________ By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. XXXXXXX XXXXX XXXXXX INC. By: UBS SECURITIES WARBURG LLC -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- ___________________________ By: Xxxx X. Reit Title: Executive Director ___________________________ By: Xxxx X. Key Title: Director SCHEDULE A Number of Shares Name to be Purchased ---- ------------------------------ UBS Warburg LLC 846 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 564 X.X. Xxxxxxx & Sons, Inc. 282 Xxxxxxx Xxxxx Xxxxxx Inc. 188 ----- Total 1,880 SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND December __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Xxxxxxx Xxxxx Xxxxxx Inc. as Managing Underwriters c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO New York Municipal Income Fund III (the "Fund") in connection with the proposed issuance of 1,880 Auction Preferred Shares, Series A (the "APS"). This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement dated as of December 17, 2002 (the "Underwriting Agreement") among the Fund, PIMCO Advisors Fund Management LLC (formerly, PIMCO Funds Advisors LLC) (the "Investment Manager") and UBS Warburg LLC, on behalf of itself and the other underwriters named therein (the "Underwriters"). Capitalized terms used in this opinion, unless otherwise defined, have the meanings specified in the Underwriting Agreement.

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed by the Trustees or officers on behalf of the Trustees of under the Fund as Trustees Declaration and not individually and that the obligations or arising out of under this Underwriting Agreement are not binding upon any of the Trustees Trustees, officers or beneficiaries individually shareholders individually, but are binding bind only upon the assets and properties of the Fund. If Please confirm that the foregoing correctly sets forth the understanding among agreement as of the Fund and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement date set forth above among the Fund, the Investment Adviser, the Sub-Adviser and the several Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED FIRST TRUST ACTIVE DIVIDEND INCOME FUND III -------------------------- By: Xxxxxxx X. Xxxx ______________________ Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERSFIRST TRUST ADVISORS L.P. By: ______________________ Title: AVIANCE CAPITAL MANAGEMENT, LLC -------------------------- By: Xxxxxxx X. Xxxx ______________________ Title: Chairman, President and Chief Executive Officer Accepted and agreed to Confirmed as of the date first above written, written on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC I hereto. AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS By: UBS SECURITIES LLC -------------------------- RXXXXXX JXXXX & ASSOCIATES, INC. By: Xxxxx Xxxxxxxx ______________________ Title: Managing Director -------------------------- By: Xxxx X. Reit Title: Executive Director o SCHEDULE A I o FIRST TRUST ACTIVE DIVIDEND Income Fund Underwriter Number of Shares Name to be Purchased ---- -------------------------- ---------------- Rxxxxxx Jxxxx & Associates, Inc........................... Total................................................[_____] ======= EXHIBIT A Form of Cxxxxxx and Cxxxxx LLP Fund Opinion o EXHIBIT B Form of Cxxxxxx and Cxxxxx LLP Adviser Opinion o

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees Fund by an officer or Trustee of the Fund in his or her capacity as Trustees an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees Trustees, officers or beneficiaries shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below for the purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser Manager and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED PIMCO MUNICIPAL INCOME FUND III -------------------------- ___________________________ By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, PIMCO ADVISORS FUND MANAGEMENT LLC -------------------------- ___________________________ By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. XXXXXXX XXXXX XXXXXX INC. By: UBS SECURITIES WARBURG LLC -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- ______________________________ By: Xxxx X. Reit Title: Executive Director ______________________________ By: Xxxx X. Key Title: Director SCHEDULE A Number of Shares Name to be Purchased ---- ------------------------------ UBS Warburg LLC 4,860 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,240 X.X. Xxxxxxx & Sons, Inc. 1,620 Xxxxxxx Xxxxx Xxxxxx Inc. 1,080 ----- Total 10,800 SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND December __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Xxxxxxx Xxxxx Xxxxxx Inc. as Managing Underwriters c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO Municipal Income Fund III (the "Fund") in connection with the proposed issuance of 2,160 Auction Preferred Shares, Series A, 2,160 Auction Preferred Shares, Series B, 2,160 Auction Preferred Shares, Series C, 2,160 Auction Preferred Shares, Series D, and 2,160 Auction Preferred Shares, Series E (together, the "APS"). This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement dated as of December __, 2002 (the "Underwriting Agreement") among the Fund, PIMCO Advisors Fund Management LLC (formerly, PIMCO Funds Advisors LLC) (the "Investment Manager") and UBS Warburg LLC, on behalf of itself and the other underwriters named therein (the "Underwriters"). Capitalized terms used in this opinion, unless otherwise defined, have the meanings specified in the Underwriting Agreement.

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations or arising out of this Underwriting Agreement are not binding upon any of the Trustees or beneficiaries individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED INCOME FUND III -------------------------- By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, LLC -------------------------- By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED PRUDENTIAL SECURITIES LLC INCORPORATED By: UBS SECURITIES WARBURG LLC -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- By: Xxxx X. Reit Title: Executive Director SCHEDULE A Number of Shares Name to be Purchased ---- ---------------UBS Warburg................................................. 4,784 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated....................................... 4,056 Prudential Securities Incorporated.......................... 1,560 Total....................................................... 10,400 SCHEDULE B FORM OF OPINION OF XXXX & XXXX REGARDING THE FUND October , 2002 UBS Warburg LLC As Representative of the Several Underwriters 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Re: Xxxx Xxxxxxx Preferred Income Fund Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement, dated as of October , 2002 (the "Underwriting Agreement"), among you, as Representative of the several Underwriters, Xxxx Xxxxxxx Advisers, LLC, a Delaware limited liability company (the "Adviser"), and Xxxx Xxxxxxx Preferred Income Fund, a Massachusetts business trust (previously named Xxxx Xxxxxxx Preferred Equity Income Fund) (the "Trust"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. We have acted as counsel for the Trust and the Adviser in connection with the sale to the Underwriters by the Trust of an aggregate of 2,080 preferred shares of beneficial interest of the Trust, no par value, designated Series M Auction Preferred Shares of the Trust, 2,080 preferred shares of beneficial interest of the Trust, no par value, designated Series T Auction Preferred Shares of the Trust, 2,080 preferred shares of beneficial interest of the Trust, no par value, designated Series W Auction Preferred Shares of the Trust, 2,080 preferred shares of beneficial interest of the Trust, no par value, designated Series TH Auction Preferred Shares of the Trust, and 2,080 preferred shares of beneficial interest of the Trust, no par value, designated Series F Auction Preferred Shares of the Trust, each with a liquidation preference of $25,000 per share (collectively, the "Shares"), all pursuant to the Section 1 of the Underwriting Agreement. As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Trust's Registration Statement on Form N-2 dated September 11, 2002 (File No.333-99417; 811-21131), and amendments No.1 and No. 2 thereto, which Registration Statement became effective on October , 2002 (the "Effective Date"). Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement," and the prospectus dated October , 2002 and statement of additional information dated August 22, 2002 included therein, as filed pursuant to Rule 497 of the Securities Act of 1933, as amended (the "Securities Act"), on October , 2002, are referred to herein as the "Prospectus" and the "Statement of Additional Information." We have examined and relied upon the Declaration of Trust and Amended By-laws of the Trust, each as amended to date, records of meetings or written actions of shareholders and of the Board of Trustees of the Trust, trust proceedings of the Trust in connection with the authorization and issuance of the Shares, the Registration Statement, the Prospectus, the Statement of Additional Information, the Underwriting Agreement, certificates of representatives of the Trust, certificates of public officials and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. We have assumed that all corporate or trust records of the Trust and the Adviser and stock books of the Trust and are complete and accurate. Insofar as this opinion relates to factual matters, information with respect to which is in the possession of the Trust or the Adviser, we have relied, with your permission, upon certificates, statements and representations of officers and other representatives of the Trust and the Adviser, representations made in the Underwriting Agreement and statements contained in the Registration Statement. We have not attempted to verify independently such facts, although nothing has come to our attention which has caused us to question the accuracy of such certificates, statements or representations. In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Any reference to "our knowledge" or "best of our knowledge" or to any matters "known to us," "of which we are aware" or "coming to our attention" or any variation of any of the foregoing, shall mean the conscious awareness, as to the existence or absence of any facts which would contradict the opinions and statements so expressed, of the attorneys of this firm who have rendered substantive attention to the transaction to which this opinion relates. Other than as expressly set forth below, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Trust and the Adviser. Moreover, we have not searched any electronic databases or the dockets of any court, regulatory body or governmental agency or other filing office in any jurisdiction. For purposes of this opinion, we have assumed that the agreements referred to herein have been duly authorized, executed and delivered by all parties thereto other than the Trust, and that all such other parties have all requisite power and authority to effect the transactions contemplated by such agreements. We have also assumed that each such agreement is the valid and binding obligation of each party thereto other than the Trust and is enforceable against all such other parties in accordance with its terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party to the agreements other than the Trust. Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court. Without limiting the foregoing, with respect to our opinion in paragraph 9 below, (i) we are expressing no opinion as to the enforceability of the indemnification or contribution provisions of the Underwriting Agreement, (ii) we note that a court may refuse to enforce, or may limit the application of, the Underwriting Agreement or certain provisions thereof, as unconscionable or contrary to public policy, and (iii) we have assumed compliance by all parties with federal and state securities laws. We also express no opinion herein as to any provision of any agreement (a) which may be deemed to or construed to waive any right of the Trust, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, including, without limitation, any provision relating to non-competition and non-solicitation or relating to indemnification and contribution with respect to securities law matters, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) which provides that the terms of any agreement may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction. Our opinion expressed in paragraph 1 below as to the valid existence and good standing of the Trust is based solely on a certificate of legal existence issued by the Secretary of State of the Commonwealth of Massachusetts, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. We express no opinion as to the tax good standing of the Trust in any jurisdiction. In connection with our opinion expressed in paragraph 2 below, insofar as it relates to full payment for the outstanding Common Shares of the Trust, we have relied solely on a certificate of an officer of the Trust. Out opinion expressed in paragraph 2 below as to issued and outstanding shares of capital stock of the Trust is based solely on a certificate of the Trust's transfer agent, which we assume to be complete and accurate. Our opinion expressed in paragraph 2 below as to the due and valid issuance of all outstanding common shares of the Trust is based solely on a review of the corporate minute books of the Trust, and a certificate of an officer of the Trust, each of which we assume to be complete and accurate. Our opinion expressed in paragraph 4 below as to the effectiveness of the Registration Statement under the Securities Act is based solely upon oral advice from Xx. Xxxxx Xxxxxxxx at the Division of Investment Management of the Commission that such Registration Statement was declared effective as of [3:30] p.m. on October , 2002. Our opinion expressed in paragraph 10 below as to the listing of the Common Shares on the New York Stock Exchange is solely based upon a letter from the Exchange to the Trust dated August , 2002. Our opinions in paragraphs 2 and 3 below are qualified to the extent that, under Massachusetts law, shareholders of a Massachusetts business trust may be held personally liable for the obligations of the Trust. However, the Declaration of Trust disclaims shareholders liability for acts or obligations of the Trust. Also, the Declaration of Trust provides for indemnification out of Trust property for all loss and expense of any shareholder held personally liable for the obligations of the Trust. We have not made any investigation of the laws of any jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America. To the extent that any other laws govern any of the matters as to which we express an opinion below, we have assumed for purposes of this opinion, with your permission and without independent investigation, that the laws of such jurisdiction are identical to the state laws of the Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We express no opinion with respect to the securities or Blue Sky laws of any state of the United States, with respect to state or federal antifraud laws (except to the extent expressly provided in the third to last paragraph below) or with respect to the approval by the National Association of Securities Dealers, Inc. of the offering. On the basis of and subject to the foregoing, we are of the opinion that: