PIONEER PAPP STOCK FUND

                   Multiple Class Plan Pursuant to Rule 18f-3
 Class A Shares, Class B Shares, Class C Shares, Class R shares
                               and Class Y Shares
                                ___________ 2003

     Each class of shares of Pioneer Papp Stock Fund (the "Fund"), a series of
Pioneer Series Trust II, will have the same relative rights and privileges and
be subject to the same sales charges, fees and expenses, except as set forth
below. The Board of Trustees may determine in the future that other distribution
arrangements, allocations of expenses (whether ordinary or extraordinary) or
services to be provided to a class of shares are appropriate and amend this
Multiple Class Plan accordingly without the approval of shareholders of any
class. Except as set forth in the Fund's prospectus(es), shares may be exchanged
only for shares of the same class of another Pioneer mutual fund.

     Article I. Class A Shares

     Class A Shares are sold at net asset value per share and subject to the
initial sales charge schedule or contingent deferred sales charge ("CDSC") and
minimum purchase requirements as set forth in the Fund's prospectus. Class A
Shares shall be entitled to the shareholder services set forth from time to time
in the Fund's prospectus with respect to Class A Shares. Class A Shares are
subject to fees calculated as a stated percentage of the net assets attributable
to Class A Shares under the Fund's Class A Rule 12b-1 Distribution Plan as set
forth in such Distribution Plan. The Class A Shareholders have exclusive voting
rights, if any, with respect to the Fund's Class A Rule 12b-1 Distribution Plan.
Transfer agency fees are allocated to Class A Shares on a per account basis
except to the extent, if any, such an allocation would cause the Fund to fail to
satisfy any requirement necessary to obtain or rely on a private letter ruling
from the Internal Revenue Service ("IRS") relating to the issuance of multiple
classes of shares. Class A Shares shall bear the costs and expenses associated
with conducting a shareholder meeting for matters relating to Class A Shares.

     The initial purchase date for Class A Shares acquired through (i)
reinvestment of dividends on Class A Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class A
shares were purchased.

     Article II. Class B Shares

     Class B Shares are sold at net asset value per share without the imposition
of an initial sales charge. However, Class B Shares redeemed within a specified
number of years of purchase will be subject to a CDSC as set forth in the Fund's
prospectus. Class B Shares are sold subject to the minimum purchase requirements
set forth in the Fund's prospectus. Class B Shares shall be entitled to the
shareholder services set forth from time to time in the Fund's prospectus with
respect to Class B Shares. Class B Shares are subject to fees calculated as a
stated percentage of the net assets attributable to Class B Shares under the
Class B Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The
Class B Shareholders of the Fund have exclusive voting rights, if any, with
respect to the Fund's Class B Rule 12b-1 Distribution Plan. Transfer agency fees
are allocated to Class B Shares on a per account basis except to the extent, if
any, such an


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allocation would cause the Fund to fail to satisfy any requirement necessary to
obtain or rely on a private letter ruling from the IRS relating to the issuance
of multiple classes of shares. Class B Shares shall bear the costs and expenses
associated with conducting a shareholder meeting for matters relating to Class B
Shares.

     Class B Shares will automatically convert to Class A Shares of the Fund at
the end of a specified number of years after the initial purchase date of Class
B Shares, except as provided in the Fund's prospectus. Such conversion will
occur at the relative net asset value per share of each class without the
imposition of any sales charge, fee or other charge. The conversion of Class B
Shares to Class A Shares may be suspended if it is determined that the
conversion constitutes or is likely to constitute a taxable event under federal
income tax laws.

     The initial purchase date for Class B Shares acquired through (i)
reinvestment of dividends on Class B Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class B
shares were purchased.

     Article III. Class C Shares

     Class C Shares are sold at net asset value per share and subject to the
initial sales charge schedule as set forth in the Fund's prospectus. Class C
Shares redeemed within one year of purchase will be subject to a CDSC as set
forth in the Fund's prospectus. Class C Shares are sold subject to the minimum
purchase requirements set forth in the Fund's prospectus. Class C Shares shall
be entitled to the shareholder services set forth from time to time in the
Fund's prospectus with respect to Class C Shares. Class C Shares are subject to
fees calculated as a stated percentage of the net assets attributable to Class C
Shares under the Class C Rule 12b-1 Distribution Plan as set forth in such
Distribution Plan. The Class C Shareholders of the Fund have exclusive voting
rights, if any, with respect to the Fund's Class C Rule 12b-1 Distribution Plan.
Transfer agency fees are allocated to Class C Shares on a per account basis
except to the extent, if any, such an allocation would cause the Fund to fail to
satisfy any requirement necessary to obtain or rely on a private letter ruling
from the IRS relating to the issuance of multiple classes of shares. Class C
Shares shall bear the costs and expenses associated with conducting a
shareholder meeting for matters relating to Class C Shares.

     The initial purchase date for Class C Shares acquired through (i)
reinvestment of dividends on Class C Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class C
shares were purchased.

     Article IV. Class R Shares

     Class R Shares are sold at net asset value per share without an initial
sales charge. Class R Shares redeemed within eighteen months of purchase will be
subject to a CDSC as set forth in the Fund's prospectus. Class R Shares are sold
to retirement plans that meet the eligibility requirements for Class R shares
set forth in the Fund's prospectus. Class R Shares shall be entitled to the
shareholder services set forth from time to time in the Fund's prospectus with
respect to Class R Shares. Class R Shares are subject to fees calculated as a
stated percentage of the net assets attributable to Class R Shares under the
Class R Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The
Class R Shareholders of the Fund

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have exclusive voting rights, if any, with respect to the Fund's Class R Rule
12b-1 Distribution Plan. Transfer agency fees are allocated to Class R Shares on
a per account basis except to the extent, if any, such an allocation would cause
the Fund to fail to satisfy any requirement necessary to obtain or rely on a
private letter ruling from the IRS relating to the issuance of multiple classes
of shares. Class R Shares shall bear the costs and expenses associated with
conducting a shareholder meeting for matters relating to Class R Shares.

     The initial purchase date for Class R Shares acquired through (i)
reinvestment of dividends on Class R Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class R
shares were purchased.

     Article V. Class Y Shares

     Class Y Shares are sold at net asset value per share without the imposition
of an initial sales charge. Class Y Shares are not subject to a CDSC upon
redemption regardless of the length of the period of time such shares are held.
Class Y Shares are sold subject to the minimum purchase requirements set forth
in the Fund's prospectus. Class Y Shares shall be entitled to the shareholder
services set forth from time to time in the Fund's prospectus with respect to
Class Y Shares.

     Class Y Shares are not subject to fees payable under a distribution or
other plan adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "Act"). The Class Y Shareholders of the Fund have
exclusive voting rights, if any, with respect to the Fund's possible future
adoption of a Class Y Rule 12b-1 Distribution Plan. Transfer agency fees are
allocated to Class Y Shares on a per account basis except to the extent, if any,
such an allocation would cause the Fund to fail to satisfy any requirement
necessary to obtain or rely on a private letter ruling from the IRS relating to
the issuance of multiple classes of shares. Class Y Shares shall bear the costs
and expenses associated with conducting a shareholder meeting for matters
relating to Class Y Shares.

     The initial purchase date for Class Y Shares acquired through (i)
reinvestment of dividends on Class Y Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class Y
shares were purchased.

     Article VI. Approval by Board of Trustees

     This Multiple Class Plan shall not take effect until it has been approved
by the vote of a majority (or whatever greater percentage may, from time to
time, be required under Rule 18f-3 under the Act) of (a) all of the Trustees of
the Fund and (b) those of the Trustees who are not "interested persons" (as such
term may be from time to time defined under the Act) of the Fund.

     Article VII. Amendments

     No material amendment to this Multiple Class Plan shall be effective unless
it is approved by the Board of Trustees of the Fund in the same manner as is
provided for approval of this Multiple Class Plan in Article VI.

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