GRAPHIC OMITTED][GRAPHIC OMITTED] Pioneer Growth Leaders Fund 60 State Street Boston, Massachusetts 02109 Pioneer Strategic Growth Fund 60 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: This opinion is being delivered to you in...Pioneer Series Trust Ii • May 9th, 2005
This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of ________, 2005 by and between Pioneer Growth Leaders Fund ("Acquiring Fund") and Pioneer Strategic Growth Fund ("Acquired Fund"), each a series of Pioneer Series Trust II. 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, Class B and Class C 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 the
