0001016964-05-000146 Sample Contracts

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Underwriting Agreement • April 22nd, 2005 • Pioneer Series Trust Ii • Massachusetts
WILMER CUTLER PICKERING HALE AND DORR LLP [LETTERHEAD] December 10, 2004 Pioneer Series Trust II 60 State Street Boston, MA 02109 Safeco Common Stock Trust 5069 154th Place N.E. Redmond, Washington 98052 Ladies and Gentlemen: This opinion is being...
Agreement and Plan of Reorganization • April 22nd, 2005 • Pioneer Series Trust Ii

This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of October 29, 2004 by and between Pioneer Series Trust II, a Delaware statutory trust, on behalf of its series, Pioneer Growth Opportunities Fund ("Acquiring Fund"), and Safeco Common Stock Trust, a Delaware statutory trust, on behalf of its series, Safeco Growth Opportunities 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 Investor Class 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

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