BINGHAM McCUTCHEN LLP
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
January 27, 2014
VIA EDGAR
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Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Pioneer Series Trust XI (File Nos. 2-32773; 811-01835)
Registration Statement on Form N-1A
Ladies and Gentlemen:
This letter is to respond to comments we received from Mr. Derek Newman
of the Staff of the Division of Investment Management of the Securities and
Exchange Commission (the "Commission") regarding Post-Effective Amendment
No. 77 to the Registration Statement on Form N-1A of Pioneer Series Trust XI
(the "Registrant") relating to Pioneer Core Equity Fund. Following are the
Staff's comments and the Registrant's responses thereto:
I. General Comment
1. Comment: The Staff asked that the Registrant provide a letter to the
Commission that includes certain "Tandy" acknowledgments with
the Registrant's response to the Staff's comments.
Response: A Tandy representation letter executed in connection with the
filing of this response is attached hereto as Exhibit A.
2. Comment: The Staff requested that the Registrant confirm that the
disclosure in the Registration Statement reflects the
reorganization of the Fund with Pioneer Research Fund as
contemplated by the Registration Statement on Form N-14 filed
by the Registrant on March 6, 2013.
Response: The Registrant confirms that the disclosure in the Registration
Statement reflects the reorganization of the Fund with Pioneer
Research Fund as contemplated by the Registration Statement on
Form N-14 filed by the Registrant on March 6, 2013.
II. Comments Applicable to the Prospectus
A. Fees and Expenses
1. Comment: The Staff noted that the Registrant states that the Fund may
invest in exchange-traded funds, and requested that the
Registrant confirm that: (a) the Fund does not invest in
exchange-traded funds or other investment companies to the
extent that such investments represented 0.01% or more of the
Fund's expenses and must be included in a separate acquired
fund fees and expenses line item; and (b) any expenses related
to investments in
exchange-traded funds and other investment companies are
reflected in the other expenses line item.
Response: The Registrant confirms that: (a) the Fund does not invest in
exchange-traded funds or other investment companies to the
extent that such investments represented 0.01% or more of the
Fund's expenses and must be included in a separate acquired
fund fees and expenses line item; and (b) any expenses related
to investments in exchange-traded funds and other investment
companies are reflected in the other expenses line item.
2. Comment: The Staff requested that the Registrant file the agreement
relating to the expense limitation arrangement referenced in
Footnote 1 to the Fee Table as an exhibit to the next
Post-Effective Amendment to the Registrant's Registration
Statement relating to the Fund.
Response: The Registrant confirms that it will file the agreement
relating to the expense limitation arrangement referenced in
Footnote 1 to the Fee Table as an exhibit to the next
Post-Effective Amendment to the Registrant's Registration
Statement relating to the Fund.
3. Comment: The Staff requested that the Registrant confirm that Class Y
shares of the Fund are not subject to the expense limitation
arrangement.
Response: The Registrant confirms that Class Y shares of the Fund are not
subject to the expense limitation arrangement.
4. Comment: The Staff requested that the Registrant confirm that the
expense limitation arrangement does not apply to acquired fund
fees and expenses and, if so, revise Footnote 1 to the Fee
Table accordingly.
Response: The Registrant confirms that the expense limitation arrangement
does not apply to acquired fund fees and expenses and has
revised Footnote 1 to the Fee Table accordingly.
5. Comment: The Staff noted that the Registrant states that the expense
limitation arrangement may be terminated for a class only by
agreement of the adviser and the Board of Trustees. The Staff
requested that the Registrant confirm in its response that the
Board of Trustees does not intend to terminate the arrangement
during the next twelve months.
Response: The Registrant confirms that it has not been informed that the
Board of Trustees intends to terminate the expense limitation
arrangement during the next twelve months.
6. Comment: The Staff requested that the Registrant confirm in its response
that the expense example reflects the expense limitation
arrangement only in the calculation of the one year example,
and only in year one of the calculations of the three year,
five year and ten year examples.
Response: The Registrant confirms that the expense example reflects the
expense limitation arrangement only in the calculation of the
one year example, and only in year one of the calculations of
the three year, five year and ten year examples.
B. Principal Risks of Investing in the Fund
1. Comment: The Staff suggested that the Registrant consider adding
disclosure to the Derivatives Risk factor regarding the
limitations on the Fund's ability to use certain instruments
with which the Fund must comply in order to continue to claim
an exclusion from registration as a "commodity pool operator"
under the Commodity Exchange Act.
Response: The Registrant has added disclosure in the "More on the risks
of investing in the fund" section of the prospectus to address
the Staff's comment.
C. More on the Fund's Investment Objective and Strategies
1. Comment: The Staff noted that the Registrant states that "the fund may
consider an ETF as an equity security for purposes of
satisfying the fund's 80% policy if the ETF invests at least
80% of its net assets in equity securities." The Staff
requested that the Registrant explain in its response how
counting such an investment toward the Fund's 80% policy is
consistent with Staff guidance with respect to Rule 35d-1.
Response: The Registrant notes that the Staff indicated in the release
adopting Rule 35d-1 that an investment company may include a
synthetic instrument in its 80% basket if it has economic
characteristics similar to the securities included in that
basket. See Investment Company Act Release No. 24828 (Jan. 17,
2001) at note 13. The Registrant believes that an ETF that
invests at least 80% of its net assets in equity securities has
economic characteristics similar to equity securities.
Accordingly, the Registrant believes that counting such an
investment toward the Fund's 80% policy is consistent with the
Staff's guidance set forth in the Rule 35d-1 adopting release.
2. Comment: The Staff noted that the Registrant states that "non-U.S.
issuers are issuers that are organized and have their principal
offices outside of the United States." The Staff requested that
Registrant confirm in its response that the disclosure is
accurate, or whether the Registrant considers other factors in
determining if a security is issued by a non-U.S. issuer, such
as the currency in which the security is denominated or whether
the issuer of the security derives at least 50% of its gross
revenues or profits from goods or services produced in a
non-U.S. country.
Response: The Registrant confirms that the disclosure referenced by the
Staff is accurate.
Please call the undersigned at (617) 951-8458 or Toby Serkin at
(617) 951-8760 with any questions.
Sincerely,
/s/ Jeremy Kantrowitz
Jeremy Kantrowitz
cc: Terrence J. Cullen
Christopher J. Kelley
Roger P. Joseph
Toby R. Serkin