CLASS R SHARES SERVICE PLAN

                     PIONEER CALIFORNIA TAX FREE INCOME FUND

     CLASS R SHARES SERVICES PLAN, dated as of [  ], 2004 of PIONEER CALIFORNIA
TAX FREE INCOME FUND (the "Fund"), a series of Pioneer Series Trust II, a
Delaware statutory trust (the "Trust").

                                   WITNESSETH

     WHEREAS, the Trust is engaged in business as an open-end, management
investment company and is registered under the Investment Company Act of 1940,
as amended (collectively with the rules and regulations promulgated thereunder,
the "1940 Act"); and

     WHEREAS, the Trust has adopted this services plan (the "Plan") with respect
to the Fund's Class R shares which authorizes to compensate plan administrators
or other intermediaries ("Service Organizations") for providing certain account
administration services to participants in retirement plans that are beneficial
owners of such shares.

     NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Plan
on the following terms and conditions:

     1.   Pursuant to the Plan, the Fund may enter into agreements with Service
Organizations which administer or provide services to retirement plans that
purchase Class R shares of the Fund ("Service Agreements"). Under such Service
Agreements, the Service Organizations may: (a) act, directly or through an
agent, as the shareholder of record and nominee for all plan participants, (b)
maintain account records for each plan participant that beneficially owns Class
R shares of the Fund, (c) process orders to purchase, redeem and exchange Class
R shares on behalf of plan participants, and handle the transmission of funds
representing the purchase price or redemption proceeds and (d) address plan
participant questions regarding their accounts and the Fund.

     2.   The amount of compensation payable to the Service Organization during
any one year for services under the Plan with respect to Class R Shares shall be
not exceed 0.25% of the Fund's average daily net assets attributable to Class R
Shares attributable to such Services Organization. Conflict of interest
restrictions (including the Employee Retirement Income Security Act of 1974) may
apply to a Service Organization's receipt of compensation paid by the Fund in
connection with the investment of fiduciary funds in Class R shares. Service
Organizations are urged to consult legal advisers before investing fiduciary
assets in Class R shares.

     3.   Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Agreement and Declaration of Trust, as it may be
amended or restated from time to time, or By-Laws or any applicable statutory or
regulatory requirement to which it is subject or by which it is bound, or to
relieve or deprive the Trust's Board of Trustees of the



responsibility for and control of the conduct of the affairs of the Fund; it
being understood that actions taken pursuant to Section 1 shall not be
considered such an action described above.

     4.   This Plan shall become effective upon approval by a vote of the Board
of Trustees, including a majority of the Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or in any agreements related to the Plan (the
"Qualified Trustees"), such votes to be cast in person at a meeting called for
the purpose of voting on this Plan.

     5.   This Plan will remain in effect indefinitely, provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Plan shall expire on the annual
anniversary of the adoption of this Plan following the last such approval.

     6.   This Plan may be amended at any time by the Board of Trustees;
PROVIDED that this Plan may not be amended to increase materially the
limitations on the annual percentage of average net assets which may be expended
hereunder without the approval of holders of a "majority of the outstanding
voting securities" of Class R of the Fund and may not be materially amended in
any case without a vote of a majority of both the Trustees and the Qualified
Trustees. This Plan may be terminated at any time by a vote of a majority of the
Qualified Trustees or by a vote of the holders of a "majority of the outstanding
voting securities" of Class R of the Fund.

     7.   Pioneer Investment Management, Inc. shall provide to the Trust's Board
of Trustees, and the Board of Trustees shall review, at least quarterly, a
written report of the amounts expended under this Plan and the purposes for
which such expenditures were made.

     8.   While this Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.

     9.   For the purposes of this Plan, the terms "interested persons,"
"majority of the outstanding voting securities" and "specifically approved at
least annually" are used as defined in the 1940 Act.

     10.  The Trust shall preserve copies of this Class R Plan, and each
agreement related hereto and each report referred to in Paragraph 7 hereof
(collectively, the "Records"), for a period of not less than six (6) years from
the end of the fiscal year in which such Records were made and, for a period of
two (2) years, each of such Records shall be kept in an easily accessible place.

     11.  This Plan shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.

     12.  If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not be
affected thereby.

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