AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of the 22nd day of August 2005, by and between each Pioneer trust listed on Annex A hereto, each a Delaware statutory trust (the "Acquiring...Reorganization Agreement • September 27th, 2005 • Pioneer Series Trust Ii • Delaware
LETTERHEAD OF WILMER CUTLER PICKERING HALE AND DORR LLP] September 23, 2005 Pioneer Series Trust II 60 State Street Boston, Massachusetts 02109 AmSouth Funds 3435 Stelzer Road Columbus, Ohio 43219 Ladies and Gentlemen: This opinion is being delivered...Agreement and Plan of Reorganization • September 27th, 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 August 22, 2005 by and between Pioneer Series Trust II, a Delaware statutory trust, on behalf of its series, Pioneer Growth Opportunities Fund ("Acquiring Fund"), and AmSouth Funds, a Massachusetts business trust, on behalf of its series, AmSouth Small Cap 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 foregoing togethe
