SCHEDULE A
to Amended and Restated Agreement and Declaration of Trust
of Pioneer Series Trust XI (formerly, Pioneer Value Fund)
Series of Shares of Beneficial Interests
(Effective as of June 7, 2013)
WHEREAS, the Trustees of the Trust, acting pursuant to the Trust's agreement
and declaration of trust as then in effect, have previously established and
designated one or more series of shares of beneficial interest in the Trust
(each, a "Series") pursuant to one or more designations of series (the "Prior
Designations"); and
WHEREAS, in connection with the adoption of an Amended and Restated
Agreement and Declaration of Trust dated as of July 1, 2008 (the
"Declaration"), pursuant to Section 4.9(a) of the Declaration, the previously
established and designated Series were included on Schedule A to the
Declaration, which was deemed an amendment and restatement of the Prior
Designations; and
WHEREAS, the Trustees of the Trust, acting pursuant to Section 4.9 of the
Declaration, changed the name of the series "Pioneer Value Fund" to "Pioneer
Core Equity Fund" effective upon completion of the reorganization of Pioneer
Research Fund, a series of another statutory trust, with the Fund, as of the
close of business on June 7, 2013; and
WHEREAS, this Schedule A to the Declaration shall be deemed to be an
amendment and restatement of the Schedule A to the Declaration effective as of
July 1, 2008;
NOW THEREFORE, the following Series of the Trust have been established with
such relative rights, preferences, privileges, limitations, restrictions and
other relative terms as are set forth below:
Pioneer Core Equity Fund (formerly, Pioneer Value Fund)
1. Each Share of each Series is entitled to all the rights and preferences
accorded to Shares under the Declaration.
2. The number of authorized Shares of each Series is unlimited.
3. Each Series shall be authorized to hold cash, invest in securities,
instruments and other property, use investment techniques, and have such goals
or objectives as from time to time described in the prospectus and statement of
additional information contained in the Trust's then currently effective
registration statement under the Securities Act of 1933
to the extent pertaining to the offering of Shares of the Series, as the same
may be amended and supplemented from time to time ("Prospectus"). Each Share of
a Series shall represent a beneficial interest in the net assets allocated or
belonging to such Series only, and such interest shall not extend to the assets
of the Trust generally (except to the extent that General Assets (as defined in
the Declaration) are allocated to such Series), and shall be entitled to
receive its pro rata share of the net assets of the Series upon liquidation of
the Series, all as set forth in Section 4.9 of the Declaration.
4. With respect to each Series, (a) the purchase price of the Shares, (b) fees
and expenses, (c) qualifications for ownership, if any, (d) the method of
determination of the net asset value of the Shares, (e) minimum purchase
amounts, if any, (f) minimum account size, if any, (g) the price, terms and
manner of redemption of the Shares, (h) any conversion or exchange feature or
privilege, (i) the relative dividend rights, and (j) any other relative rights,
preferences, privileges, limitations, restrictions and other relative terms
have been established by the Trustees in accordance with the Declaration and
are set forth in the Prospectus with respect to such Series.
5. The Trustees may from time to time modify any of the relative rights,
preferences, privileges, limitations, restrictions and other relative terms of
a Series that have been established by the Trustees or redesignate any of the
Series without any action or consent of the Shareholders.
6. The designation of any Series hereby shall not impair the power of the
Trustees from time to time to designate additional Series of Shares of the
Trust.
7. Capitalized terms not defined herein have the meanings given to such terms
in the Declaration.
SCHEDULE B
to Amended and Restated Agreement and Declaration of Trust
of Pioneer Series Trust XI (formerly, Pioneer Value Fund)
Series of Shares of Beneficial Interests
(Effective as of November 10, 2014)
WHEREAS, the Trustees of the Trust, acting pursuant to the Trust's agreement
and declaration of trust as then in effect, have previously established and
designated one or more series of shares of beneficial interest in the Trust
(each, a "Series") and have previously established and designated one or more
classes of Shares (each, a "Class") for some or all of the Series pursuant to
one or more designations of Classes (the "Prior Designations"); and
WHEREAS, in connection with the adoption of an Amended and Restated
Agreement and Declaration of Trust dated as of July 1, 2008 (the
"Declaration"), pursuant to Section 4.9(b) of the Declaration, the previously
established and designated Classes were included on Schedule B to the
Declaration, which was deemed an amendment and restatement of the Prior
Designations; and
WHEREAS, the Trustees of the Trust, acting pursuant to Section 4.9 of the
Declaration, changed the name of the series "Pioneer Value Fund" to "Pioneer
Core Equity Fund" effective upon completion of the reorganization of Pioneer
Research Fund, a series of another statutory trust, with the Fund, as of the
close of business on June 7, 2013; and
WHEREAS, the Trustees of the Trust, acting pursuant to Section 4.9 of the
Declaration, (i) approved for each series of the Trust that had issued and
outstanding Class B Shares (each a "Fund"), the conversion of all issued and
outstanding Class B Shares of such Fund to Class A Shares of such Fund,
effective as of the close of business on November 10, 2014, and (ii) approved
the termination of Class B Shares of such Fund, effective upon such conversion
of all issued and outstanding Class B Shares to Class A Shares; and
WHEREAS, this Schedule B to the Declaration shall be deemed to be an
amendment and restatement of the Schedule B to the Declaration effective as of
July 1, 2008;
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NOW THEREFORE, the following Classes as listed below with respect to the
identified Series of the Trust have been established with such relative rights,
preferences, privileges, limitations, restrictions and other relative terms as
are set forth below:
Series Classes
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Pioneer Core Equity Fund (formerly, Pioneer Value Fund) Class A
Class C
Class R
Class Y
1. Each Share of each Class is entitled to all the rights and preferences
accorded to Shares under the Declaration.
2. The number of authorized Shares of each Class is unlimited.
3. All Shares of a Class of a Series shall be identical with each other and
with the Shares of each other Class of the same Series except for such
variations between Classes as may be authorized by the Trustees from time to
time and set forth in the Trust's then currently effective registration
statement under the Securities Act of 1933 to the extent pertaining to the
offering of Shares of the Class of such Series, as the same may be amended and
supplemented from time to time ("Prospectus"). The Trustees may change the name
or other designation of a Class; and take such other action with respect to the
Classes as the Trustees may deem desirable.
4. With respect to the Shares of a Class of a Series, (a) the time and method
of determining the purchase price, (b) the fees and expenses, (c) the
qualifications for ownership, if any, (d) minimum purchase amounts, if any,
(e) minimum account size, if any, (f) the price, terms and manner of redemption
of, (g) any conversion or exchange feature or privilege , (h) the relative
dividend rights, and (i) any other relative rights, preferences, privileges,
limitations, restrictions and other relative terms have been established by the
Trustees in accordance with the Declaration and are set forth in the Prospectus
with respect to such Class of such Series.
5. The Trustees may from time to time modify any of the relative rights,
preferences, privileges, limitations, restrictions and other relative terms of
a Class of a Series that have been established by the Trustees, divide or
combine the issued or unissued Shares of any Class of a Series into a greater
or lesser number; classify or reclassify any issued or unissued Shares of any
Class of a Series into one or more Classes of such Series; combine two or more
Classes of a Series into a single Class of such Series; in each case without
any action or consent of the Shareholders.
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6. The designation of any Class hereby shall not impair the power of the
Trustees from time to time to designate additional Classes of Shares of a
Series or terminate any one or more Classes of a Series hereby designated.
7. Capitalized terms not defined herein have the meanings given to such terms
in the Declaration.
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