LETTERHEAD OF WILMER CULTER PICKERING HALE AND DORR LLP] September 23, 2005 Pioneer Tax Free Income Fund 60 State Street Boston, Massachusetts 02109 AmSouth Funds 3435 Stelzer Road Columbus, Ohio 43219 Ladies and Gentlemen: This opinion is being...Agreement and Plan of Reorganization • September 27th, 2005 • Pioneer Tax Free Income Fund
This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of August 22, 2005 by and between Pioneer Tax Free Income Fund, a Delaware statutory trust, on behalf of its sole series, Pioneer Tax Free Income Fund ("Acquiring Fund"), and AmSouth Funds, a Massachusetts business trust, on behalf of its series, AmSouth Tennessee Tax-Exempt 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 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 f
