BINGHAM McCUTCHEN LLP
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
October 31, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Pioneer Series Trust III (File Nos. 333-120144; 811-21664)
Registration Statement on Form N-1A
Ladies and Gentlemen:
This letter is to respond to comments we received from Mr. Dominic Minore
of the Staff of the Division of Investment Management of the Securities and
Exchange Commission (the "Commission") regarding Post-Effective Amendment No. 12
to the Registration Statement on Form N-1A of Pioneer Series Trust III (the
"Registrant") relating to Pioneer Disciplined Value Fund. Following are the
Staff's comments and the Registrant's responses thereto:
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 Fund does
not intend to invest in other investment companies to the extent
that Acquired Fund Fees and Expenses will represent 0.01% or more
of the Fund's expenses during the next twelve months, and that
estimated expenses related to investments in other investment
companies are reflected in the Other Expenses line item.
RESPONSE: The Registrant confirms that the Fund does not intend to invest in
other investment companies to the extent that Acquired Fund Fees
and Expenses will represent 0.01% or more of the Fund's expenses
during the next twelve months, and that estimated expenses related
to investments in other investment companies are reflected in the
Other Expenses line item.
3. COMMENT: The Staff requested that the Registrant confirm in its response
that the adviser has no ability to recoup any amounts waived or
expenses reimbursed under the contractual expense limitation
arrangement discussed in Footnote 1 to the Fee Table.
RESPONSE: The Registrant confirms that the adviser has no ability to recoup
any amounts waived or expenses reimbursed under the contractual
expense limitation arrangement discussed in Footnote 1 to the Fee
Table.
4. COMMENT: The Staff noted that the Registrant states that the contractual
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 contractual expense
limitation arrangement during the next twelve months.
5. COMMENT: The Staff requested that the Registrant confirm in its response to
the Staff's comments that the disclosure in the prospectus
regarding the Fund's use of derivatives addresses the observations
and concerns noted in the letter from Barry D. Miller, Associate
Director, Division of Investment Management, SEC to Karrie
McMillan, General Counsel, ICI (July 30, 2010) regarding
derivatives related disclosure by investment companies,
particularly as such observations relate to tailored disclosure
regarding a fund's use of derivatives. Alternatively, the Staff
suggested that the Registrant further tailor the disclosure as to
the specific types of derivatives the Fund intends to use in
implementing its principal investment strategies, the approximate
amount of the Fund's assets expected to be invested in such
instruments and the risks applicable to such instruments.
RESPONSE: The Registrant confirms that the disclosure in the prospectus
regarding the Fund's use of derivatives addresses the
considerations noted in the letter from the Division of Investment
Management to the Investment Company Institute regarding
derivatives-related disclosure by investment companies.
6. COMMENT: The Staff requested that the Registrant revise the disclosure
regarding the Fund's management fee schedule to clarify that the
word "assets" in the description of the breakpoints in the fee
schedule is intended to mean "average daily net assets."
RESPONSE: The Registrant has revised the disclosure to address the
Staff's comment.
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
2
Exhibit A
PIONEER SERIES TRUST III
60 State Street
Boston, Massachusetts 02110
October 31, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Pioneer Series Trust III (File Nos. 333-120144; 811-21664)
Registration Statement on Form N-1A
Ladies and Gentlemen:
In connection with the review by the Staff of the Securities and Exchange
Commission (the "Commission") of Post-Effective Amendment No. 12 to the
Registration Statement on Form N-1A for Pioneer Series Trust III relating to
Pioneer Disciplined Value Fund, filed on August 28, 2013, the Registrant
acknowledges that, with respect to filings made by the Registrant with the
Commission and reviewed by the Staff:
(a) the Registrant is responsible for the adequacy and accuracy of the
disclosure in the filings;
(b) Staff comments or changes to disclosure in response to Staff comments in
the filings reviewed by the Staff do not foreclose the Commission from
taking any action with respect to the filings; and
(c) the Registrant may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Sincerely,
Pioneer Series Trust III
By: /s/ Christopher J. Kelley
------------------------------
Name: Christopher J. Kelley
Title: Secretary