AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this 18th day of January, 2005, by and between Pioneer Series Trust III, a Delaware statutory trust (the "Acquiring Trust") on behalf of its...Reorganization Agreement • November 4th, 2005 • Pioneer Series Trust III • Delaware
LETTERHEAD] [LOGO] WILMER CUTLER PICKERING HALE AND DORR LLP February 25, 2005 Cullen Value Fund 645 Fifth Avenue New York, New York 10022 Pioneer Cullen Value Fund 60 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: This opinion is...Agreement and Plan of Reorganization • November 4th, 2005 • Pioneer Series Trust III
This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of January 18, 2005 by and between Cullen Funds Trust, a Delaware statutory trust, on behalf of its series, Cullen Value Fund ("Acquiring Fund"), and Pioneer Series Trust III, a Delaware statutory trust, on behalf of its series, Pioneer Cullen Value 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, as defined in the Agreement (the "Acquired Fund Liabilities"), and (ii) the issuance of Class A 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
