ABX
VIA EDGAR
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April 30, 2014
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Staff Review of Pioneer Funds' Financial Statements
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Ladies and Gentlemen:
This letter is to respond to comments received by email on March 25, 2014
and by telephone on March 26, 2014 from Mr. Jeffrey W. Long of the Staff of the
Securities and Exchange Commission (the "Commission") in connection with the
Staff's review of financial statements and other filings filed by open-end and
closed-end Pioneer funds (the "Funds").
A. GENERAL COMMENT
1. COMMENT: The Staff asked that the Registrants provide a letter to the
Commission that includes certain "Tandy" acknowledgments with the
Registrants' 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.
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B. MANAGEMENT DISCUSSION OF FUND PERFORMANCE
1. COMMENT: The Staff suggested that the Registrants consider disclosing
the returns of the applicable benchmark index in each Fund's
total returns table.
RESPONSE: The Registrants will revise future disclosure to address the
Staff's comments.
C. SCHEDULE OF INVESTMENTS
1. COMMENT: The Staff noted that the table summarizing inputs used in
valuing a Fund's investments shows inputs by category of
investments (e.g., common stocks, preferred stocks, corporate
bonds, etc.). The Staff requested that, if a table shows material
balances for inputs in multiple levels (i.e., Level 1, Level 2
and/or Level 3), the Registrants break out the inputs shown into
the applicable industry components (e.g., energy, materials,
capital goods, etc.), as reported in the Schedule of Investments.
RESPONSE: The Registrants will expand the table in future reports to
include subcategories when multiple levels within a category are
present. Categories that do not have different levels will be
shown in aggregate. The Registrants respectfully submit that this
approach enables the reader to clearly identify how securities are
being leveled and valued.
2. COMMENT: The Staff requested that, for Funds that invest in payment
in kind ("PIK") bonds, the Registrants disclose both the PIK
portion of the interest rate and the cash portion of the interest
rate in the Schedule of Investments.
RESPONSE: The Registrants confirm that, for Funds that invest in payment in
kind ("PIK") bonds, future disclosure will include both the PIK
portion of the interest rate and the cash portion of the interest
rate in the Schedule of Investments.
D. STATEMENT OF ASSETS AND LIABILITIES
1. COMMENT: The Staff noted that the Form N-CSR filed for Pioneer Dynamic
Credit Fund (formerly, Pioneer Absolute Return Credit Fund) for
the fiscal year ended March 31, 2013 shows a payable due to the
custodian of $2,307,630, with a cost of $2,351,255. The Staff
requested that the Registrant explain in the response the nature
of the payable, and why the cost and payable due amounts are
different.
RESPONSE: The Registrant notes that the "Due to Custodian" payable of
$2,307,630 referenced by the Staff was related to a negative
foreign cash balance at the Fund's fiscal year-end. The
Registrant notes that the difference between the payable amount
and the cost basis was attributable to changes to the cost basis
due to currency exchange rates. The Registrant will consider
changing the line item to "Foreign cash overdraft" should a similar
situation occur in the future.
2. COMMENT: The Staff requested that, to the extent that there is a payable
due to a Fund's officers and directors on the Fund's balance sheet,
such payable should be disclosed separately in accordance with
Regulation S-X, Rule 6-04, Item 12.
RESPONSE: The Registrants confirm that future reports will disclose the
"Trustees' fees" payable as a separate line item in the Statement
of Assets and Liabilities.
E. STATEMENT OF OPERATIONS
1. COMMENT: The Staff noted that Form N-CSR filed for Pioneer Dynamic Credit
Fund (formerly, Pioneer Absolute Return Credit Fund) for the
fiscal year ended March 31, 2013 shows a line item for
miscellaneous expenses in an amount that is greater than 5% of
the Fund's total expenses shown. The Staff requested that if
any individual miscellaneous expense is greater than 5% of the
Fund's total expenses, such expense should be broken out as a
separate line item in accordance with Regulation S-X, Rule 6-07,
Item 2.(b).
RESPONSE: The Registrants confirm that in future reports any individual
miscellaneous expense will be broken out as a separate line
item if such miscellaneous expense is greater than 5% of the
Fund's total expenses.
F. STATEMENT OF CHANGES IN NET ASSETS
1. COMMENT: The Staff noted that Form N-CSR filed for Pioneer Emerging
Markets Local Currency Debt Fund for the fiscal year ended October
31, 2013 shows distributions to shareholders representing a tax
return of capital. The Staff requested that the Registrant
confirm that it complied with Section 19(a) of the 1940 Act and
Rule 19a-1 notice requirements with respect to such return of
capital distributions.
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RESPONSE: The Registrant notes that the tax return of capital referenced
by the Staff did not represent an over distribution of income on a
book/GAAP basis. Rather, the tax return of capital referenced by
the Staff was the direct result of foreign currency losses
reclassified from capital gains to ordinary income as required for
federal income tax purposes under Internal Revenue Code (S)988.
Accordingly, the Registrant respectfully submits that a
Section 19(a) notice was not required with respect to the tax
return of capital referenced by the Staff.
G. FINANCIAL HIGHLIGHTS
1. COMMENT: The Staff noted that Form N-CSR filed for Pioneer Oak Ridge Small
Cap Growth Fund for the fiscal year ended November 30, 2013
indicates that the expense and other ratios were annualized for
the most recent fiscal year. The Staff requested that the
Registrant confirm that this was a typographical error or
otherwise explain why such ratios were annualized.
RESPONSE: The Registrant confirms that Pioneer Oak Ridge Small Cap Growth
Fund's expense ratios were not annualized and that this was a
typographical error. Corrected financial statements will be posted
to Pioneer's website and filed on Form N-CSR/A.
2. COMMENT: The Staff noted that Form N-CSR filed for Pioneer Diversified High
Income Trust for the fiscal year ended April 30, 2013 breaks
out the Fund's operating expenses into "net operating expenses" of
1.49%, "interest expense" of 0.48%, and "net expenses" of 1.97%.
The Staff noted that (i) the Registrant should disclose the Fund's
total expense ratio as 1.97% as required by Form N-2, (ii) to the
extent that Registrant breaks out interest expense or other
components of the Fund's total expense ratio, such interest expense
and any other expenses should be shown in a footnote to the
financial highlights, and (iii) the Registrant should not use the
term "net expenses" if such expenses do not reflect a fee waiver.
RESPONSE: The Registrant confirms that in future reports (i) it will disclose
the Fund's total expense ratio as required by Form N-2, (ii)
interest expense (or other components of the fund's total expense
ratio) will be disclosed in a footnote to the financial highlights
rather than in the body of the statement, and (iii) the term "net
expenses" will only apply to Funds that are subject to expense
waivers/reductions.
H. NOTES TO THE FINANCIAL STATEMENTS
1. COMMENT: The Staff noted that the Notes to the Financial Statements for
certain Funds, including Pioneer Dynamic Credit Fund (formerly,
Pioneer Absolute Return Credit Fund), Pioneer Floating Rate Fund
and Pioneer Strategic Income Fund, indicate that the Fund invested
in credit default swaps.
a. COMMENT: The Staff requested that the Registrants confirm that
each Fund is covering the full notional value of any credit default
swap where the Fund is the seller of protection.
RESPONSE: The Registrants confirm that each Fund covers the full
notional value of any single name credit default swap where the
Fund is the seller of protection.
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b. COMMENT: The Staff requested that the Registrants make clear in the
Schedule of Investments whether the Fund is the buyer of protection
or the seller of protection on a credit default swap. The Staff
noted that some fund complexes list buy protection and sell
protection credit default swaps separately in the Schedule of
Investments.
RESPONSE: The Registrants confirm that in future reports modified
swap disclosure tables will be incorporated into the Schedule of
Investments that clearly differentiate "Credit Default Swaps - Buy
Protection" from "Credit Default Swaps - Sell Protection."
c. COMMENT: The Staff noted that Form N-CSR filed for Pioneer Dynamic
Credit Fund (formerly, Pioneer Absolute Return Credit Fund) for the
fiscal year ended March 31, 2013 appears to indicate that upfront
payments received by the Fund as the seller of protection were
recorded as liabilities in the Fund's records, while Form N-CSR
filed for Pioneer Floating Rate Fund for the fiscal year ended
October 31, 2013 appears to indicate that such upfront payments were
recorded as assets. The Staff requested that the Registrants
explain in the response why such payments were treated differently.
RESPONSE: The Registrant confirms that the line item description
for Pioneer Dynamic Credit Fund was mislabeled. It should have
stated "swap premiums paid" instead of "swap premiums received."
d. COMMENT: The Staff requested that, to the extent that a Fund buys
or sells protection with respect to a reference index, the Fund
provide a general description in plain English of the reference
index and the constituents of the index, in order to provide
shareholders with an understanding of the instruments with respect
to which the Fund is buying or selling protection. As an example,
the Staff referred to Form N-CSR filed for Pioneer Floating Rate
Trust for the fiscal year ended October 31, 2013, which indicates
in the Schedule of Investments that the Fund sold protection on a
credit default swap listed as "JPMorgan Chase & Co., Markit
CDX.NA.HY.20."
RESPONSE: The Registrant confirms that in future reports swap
disclosures will provide a general description in plain English of
the referenced index in a footnote to the swap tables.
2. COMMENT: The Staff noted that Note 2 in Form N-CSR filed for Pioneer
Diversified High Income Trust for the fiscal year ended April 30,
2013 states that for the year ended April 30, 2013, the net
management fee was 0.85% of the Fund's average daily managed
assets, which was equivalent to 0.60% of the Fund's average daily
net assets. The Staff requested that the Registrant confirm the
Fund's management fee as a percentage of the Fund's average daily
net assets for the fiscal year ended April 30, 2013. The Staff
noted that it generally would expect the fee expressed as a
percentage of the Fund's average daily net assets to be higher
than the fee expressed as a percentage of the Fund's average
daily managed assets.
RESPONSE: The Registrant confirms that for the year ended April 30,
2013, it should have reported a net management fee of 0.85% of the
Fund's average daily managed assets, which was equivalent to 1.20%
of the Fund's average daily net assets. The Registrant notes
that it correctly reported the Fund's management fee as a
percentage of the Fund's average daily net assets in its
semi-annual report for the period ended October 31, 2013.
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3. COMMENT: The Staff requested that the Registrants disclose any provision of
a Fund's expense limitation arrangement that permits the adviser to
recoup any amounts waived or expenses reimbursed.
RESPONSE: The Registrants confirm that the adviser has no ability to recoup
any amounts waived or expenses reimbursed with respect to a Fund
under the expense limit agreement.
I. FILING HISTORY
1. COMMENT: The Staff requested that the Registrants explain why the following
amended filings were made. In the future, Registrants should
include a cover sheet or explanatory paragraph detailing the
reason for the amended filing. In addition, for amended filings
with certification requirements, the Staff would expect those
certifications to be updated to the amended filing date.
RESPONSE: The Registrants have provided explanations below for the amended
filings. The Registrants confirm that in the future amended
filings will include a paragraph explaining the reason for the
amended filing. The Registrants also confirm that amended filings
with certification requirements will include updated certifications.
ORIGINAL AMENDED
REGISTRANT FILE NO. FORM FILING DATE FILING DATE EXPLANATION
----------------- ----------- -------- ------------ ------------ ------------------------------
Pioneer Floating 811-21654 N-CSR/A 7/30/13 9/13/13 The total returns at net asset
Rate Trust value and at market price
were incorrectly reported in
the Portfolio Management
Discussion, Performance
Update and Financial
Highlights sections. The
information was corrected
and the filing was amended.
Pioneer High 811-21043 N-Q/A 2/26/14 3/4/14 During an internal quality
Income Trust review, it was noticed that
one of the two areas on the
Sarbanes-Oxley certification
where the president's name
appears showed the former
president's name. The
Sarbanes-Oxley certification
was corrected and the filing
was amended.
Pioneer Municipal 811-21409 N-CSR/A 11/29/12 3/6/13 Net investment income
High Income was revised due to certain
Advantage Trust income and expense accounts
not being closed out
correctly at their last fiscal
year end by the sub-administrator.
This error occurred after the
transition to a new
sub-administrator.
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ORIGINAL AMENDED
REGISTRANT FILE NO. FORM FILING DATE FILING DATE EXPLANATION
----------------- ----------- -------- ------------ ------------ ------------------------------
Pioneer Municipal 811-21409 N-Q/A 2/26/14 3/4/14 During an internal quality
High Income review, it was noticed that
Advantage Trust one of the two areas on
the Sarbanes-Oxley
certification where the
president's name appears
showed the former president's
name. The Sarbanes-Oxley
certification was corrected
and the filing was amended.
Pioneer Municipal 811-21321 N-CSR/A 12/28/12 3/6/13 Net investment income was
High Income Trust revised due to certain income
and expense accounts not
being closed out correctly at
their last fiscal year end by
the sub-administrator. This
error occurred after the
transition to a new
sub-administrator.
Pioneer Series 811-21978 N-CSR/A 12/27/13 1/30/14 Pioneer Multi-Asset Real
Trust VI Return Fund restated its
Class K expense ratios in the
financial highlights.
Originally, the total expense
waiver was allocated to each
share class based on average
net assets instead of on amounts
actually accrued. The $0.42
adjustment to Class K caused
a significant distortion to the
expense ratios due to the
size of the new share class.
J. SERIES AND CLASS INFORMATION
1. COMMENT: The Staff requested that the Registrants update the series and
class information in Edgar to include the ticker symbols for
certain classes of Fund shares.
RESPONSE: The Registrants confirm that they will update the series and class
information in Edgar to include the ticker symbols for certain
classes of Fund shares.
2. COMMENT: The Staff requested that the Registrants update the status for
certain classes of Fund shares marked as "Active" in Edgar, but
appear to be inactive.
RESPONSE: The Registrants confirm that they will update the status for
certain classes of Fund shares from active to inactive, as
appropriate.
3. COMMENT: The Staff noted that several funds have been acquired by other
funds or liquidated. The Staff requested that the Registrants
file Form N-8Fs to deregister the following trusts: Pioneer
Equity Opportunity Fund and Pioneer Research Fund.
RESPONSE: The Registrants confirm that they will file Form N-8Fs to deregister
the following trusts: Pioneer Equity Opportunity Fund and Pioneer
Research Fund.
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Please contact me directly at 617-422-4468 if you require any further
clarification.
Very truly yours,
/s/ Mark E. Bradley
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Mark E. Bradley
Treasurer, Pioneer Funds
cc: Michael Melnick
Christopher Frazier
Christopher Kelley
Thomas Reyes
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