WILMER CUTLER PICKERING
HALE and DORR LLP
David C. Phelan
60 STATE STREET
BOSTON, MA 02109
+1 617 526 6372
+1 617 526 5000 fax
david.phelan@wilmerhale.com
March 25, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549-0203
Attention: Dominic Minore, Division of Investment Management
Re: Registration Statement on Form N-1A for Pioneer Emerging Markets Fund,
Pioneer International Value Fund, Pioneer Select Equity Fund, Pioneer
Small Cap Value Fund, and Pioneer Series Trust I, on behalf of its
series Pioneer Oak Ridge Large Cap Growth Fund and Pioneer Oak Ridge
Small Cap Growth Fund (each, a "Fund" and collectively, the "Funds")
Ladies and Gentlemen:
This letter responds to comments of the staff of the Securities and
Exchange Commission (the "Commission") transmitted orally on March 22 and
March 24, 2005, relating to each Fund's Registration Statement on Form N-1A
(each, a "Registration Statement"), which was filed with the Commission
pursuant to Rule 485(a) under the Securities Act of 1933 ("1933 Act") to add
new disclosure in response to final Commission rule releases and corresponding
amendments to Form N-1A. Each Fund's Registration Statement is as follows:
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Fund File Nos. Date of Filing Accession No.
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Pioneer Emerging Markets Fund 33-76894; 811-08448 January 28, 2005 0001016964-05-000027
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Pioneer International Value Fund 33-53746; 811-07318 January 28, 2005 0001016964-05-000036
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Pioneer Select Equity Fund 333-109901; 811-21452 January 28, 2005 0001016964-05-000025
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Pioneer Small Cap Value Fund 333-18639; 811-07985 January 28, 2005 0001016964-05-000028
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Pioneer Oak Ridge Large Cap Growth Fund 333-108472; 811-21425 January 28, 2005 0001016964-05-000030
(a series of Pioneer Series Trust I)
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Pioneer Oak Ridge Small Cap Growth Fund 333-108472; 811-21425 January 28, 2005 0001016964-05-000030
(a series of Pioneer Series Trust I)
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BALTIMORE BEIJING BERLIN BOSTON BRUSSELS LONDON
MUNICH NEW YORK NORTHERN VIRGINIA OXFORD WALTHAM WASHINGTON
Securities and Exchange Commission
March 25, 2005
Page 2
For the staff's convenience, its comments are restated below, followed
by the Funds' responses.
Prospectuses (All Funds):
Excessive Trading
Comment 1. In the last paragraph of the section on "Excessive Trading," please
clarify that any rejection or cancellation of a purchase or exchange order will
occur within one day.
The current disclosure is as follows: "The fund may reject a purchase or
exchange order before its acceptance or cancel any purchase or exchange order
prior to issuance of shares, which occurs within three days after receipt
of an order in good standing."
Response: In accordance with subsequent discussions with the staff of the
Commission, the Funds will change the disclosure as follows: "The fund may
reject a purchase or exchange order before its acceptance or an order prior
to issuance of shares." The Funds acknowledge that the issue regarding the
necessary length of time required for a Fund to determine whether or not to
reject or cancel a purchase or exchange order may be revisited by the staff
of the Commission.
Statements of Additional Information (Pioneer Oak Ridge Large Cap Growth Fund,
Pioneer Oak Ridge Small Cap Growth Fund, Pioneer Select Equity Fund):
Investment Restrictions
Comment 2. Please describe the investment restriction with respect to each
Fund's limitations on pledging, mortgaging or hypothecating assets in
connection with the Fund's limitation on borrowings.
Response: The following italicized sentence will follow the Funds' stated
investment restriction on borrowing: "In the opinion of the SEC, the fund's
limitation on borrowing includes any pledge, mortgage or hypothecation of
its assets."
Statements of Additional Information (Pioneer Oak Ridge Large Cap Growth Fund
and Pioneer Oak Ridge Small Cap Growth Fund):
Investment Adviser
Comment 3. Please add disclosure in the section on the subadvisory agreement
regarding any potential termination fee with respect to the subadvisory
agreement between Pioneer and Oak Ridge, as well as other information that
may be pertinent to shareholders regarding the terms of the termination fee.
Securities and Exchange Commission
March 25, 2005
Page 3
Response: Accepted. The following disclosure will be added:
"Certain Agreements between Pioneer and Oak Ridge. In connection with the
reorganization of (i) Oak Ridge Small Cap Equity Fund into Pioneer Oak Ridge
Small Cap Growth Fund and (ii) Oak Ridge Large Cap Equity Fund into Pioneer Oak
Ridge Large Cap Growth Fund, Pioneer and Oak Ridge entered into an agreement
dated as of September 22, 2003 (the "Transfer Agreement"). The Transfer
Agreement provides, among other things, that (i) Oak Ridge shall enter into and
perform its obligations under a Subadvisory Agreement to serve as subadviser of
the relevant fund, (ii) Pioneer shall pay Oak Ridge a fee, if within five years
of the closing of the reorganization Pioneer terminates the Subadvisory
Agreement with Oak Ridge without cause, equal to the greater of (a) $500,000
for each Subadvisory Agreement terminated or (b) twenty-four months' fees
payable under the relevant Subadvisory Agreement had the assets under
management in each fund been the same amount that they were at the time of
termination of the Subadvisory Agreement (based on assets as of November 30,
2004, this amount would be $589,256.05 for Pioneer Oak Ridge Small Cap Growth
Fund and $524,963.84 for Pioneer Oak Ridge Large Cap Growth Fund); provided that
all such fees shall not exceed $5 million in the aggregate with respect to both
Subadvisory Agreements, and (iii) Oak Ridge will be subject to certain
non-competition provisions. The termination fee would not be triggered if a
Subadvisory Agreement is terminated by a fund or its shareholders with
or without cause. The termination fee may create a potential conflict of
interest between a fund and Pioneer. The termination fee could cause Pioneer to
recommend that a fund continue to engage Oak Ridge as the fund's subadviser
to avoid the fee in circumstances under which the appointment of a new
subadviser or the direct management of the fund by Pioneer may be in the
best interests of the fund. While underperformance of a fund may permit Pioneer
to terminate Oak Ridge for cause and avoid the termination fee, the fund must
substantially underperform relative to its peer group for three years in order
for cause due to underperformance to exist. While these potential conflicts of
interest could arise, the board of trustees of a fund does not intend to
consider the potential for Pioneer incurring a termination fee in evaluating
whether to continue Oak Ridge's appointment as subadviser to the fund. The
provisions of the termination fee were disclosed to the board of trustees of
each fund prior to their approval of the relevant Subadvisory Agreement.
The terms of the Subadvisory Agreement with Oak Ridge are discussed in the
section "Investment Subadviser."
The staff's comments and the Funds' responses will be reflected in an
amendment to each Fund's Registration Statement that will be filed pursuant
to 485(b) under the 1933 Act.
Per the staff of the Commission's request and pursuant to th
Commission's press release ("SEC Staff to Publicly Release Comment Letters
and Responses," 2004-89), the Funds acknowledge the following:
o Each Fund is responsible for the adequacy and accuracy of the disclosure
in its filings;
Securities and Exchange Commission
March 25, 2005
Page 4
o Staff comments or changes to disclosure in response to staff comment
in the filings reviewed by the staff do not foreclose the Commission
from taking any action with respect to the filings; and
o The Funds may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securitie
laws of the United States.
If you have any questions or comments on the Registration Statement,
please contact either Elaina Kim at (617) 526-6685 (collect) or me at
(617) 526-6372 (collect), counsel to the Funds.
Very truly yours,
/s/ David C. Phelan
David C. Phelan
cc: Christopher J. Kelley, Esq.