Expense Limit Agreement
Expense Limit Agreement made as of December 10, 2004 between Pioneer
Investment Management, Inc. ("PIM") and Pioneer Series Trust II, on behalf of
its series Pioneer Growth Opportunities Fund (the "Fund").
Whereas PIM wishes to reduce the expenses of the Fund until the Fund
achieves a certain level of assets; and
Whereas the Fund wishes to have PIM enter into such an agreement;
Now therefore the parties agree as follows:
Section 1. PIM agrees to limit the Fund's expenses (the "Expense
Limitation") by waiving PIM's fees and/or reimbursing the Fund for the Fund's
ordinary operating expenses so that the total expenses of the Fund (other than
extraordinary expenses, such as litigation, taxes, brokerage commissions, etc.)
with respect to Class A shares do not exceed 1.30% per annum of average daily
net assets attributable to Class A shares. PIM also agrees to waive its fees
and/or reimburse the Fund-wide expenses attributable to any other authorized
class of shares (other than Investor Class shares, which are subject to a
separate expense limit agreement) to the same extent that such expenses are
reduced for Class A shares. In no event, shall Pioneer Funds Distributor, Inc.
be required to waive or PIM reimburse any fees payable under the Fund's Rule
12b-1 plans.
Section 2. PIM may terminate or modify the Expense Limitation Agreement
only in accordance with this Agreement. PIM agrees that the Expense Limitation
shall not be modified or terminated on or before May 1, 2006. PIM shall be
entitled to modify or terminate the Expense Limitation after May 1, 2006 and any
subsequent fiscal year if, but only if, PIM elects to modify or terminate the
Expense Limitation with respect to such subsequent fiscal year and such election
is made prior to the effective date of the Fund's post-effective amendment to
its Registration Statement on Form N-1A to incorporate the Fund's financial
statements; provided that this Agreement shall remain in effect at all times
until the Fund's then current prospectus is amended or supplemented to reflect
the termination or modification of this Agreement. The election by PIM referred
to in the preceding sentence shall not be subject to the approval of the Fund or
its Board of Trustees, but PIM shall notify the Board of Trustees in advance of
the termination or modification of the Expense Limitation.
Section 3. This Agreement shall be governed by the laws of the State
of Delaware.
[Remainder of page intentionally left blank.]
In witness whereof, the parties hereto have caused this Agreement to be
signed as of the 10th day of December, 2004.
PIONEER SERIES TRUST II, PIONEER INVESTMENT
on behalf of its series, MANAGEMENT, INC.
Pioneer Growth Opportunities Fund
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President Title: Secretary