1 617 526 6000 (t) + 1 617 526 5000 (f) wilmerhale.com January 20, 2006 Pioneer Small Cap Value Fund 60 State Street Boston, Massachusetts 02109 Pioneer Small Company Fund 60 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: This opinion...Agreement and Plan of Reorganization • January 30th, 2006 • Pioneer Small Cap Value Fund
This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of January 9, 2006 by and between Pioneer Small Cap Value Fund, a Delaware statutory trust ("Acquiring Fund"), and Pioneer Small Company Fund, a Delaware statutory trust ("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 Assumed Liabilities of Acquired Fund, as defined in the Agreement (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 t
