BINGHAM McCUTCHEN LLP
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
December 7, 2012
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Pioneer Series Trust VII
Registration Statement on Form N-1A
(File Nos. 333-62166; 811-10395)
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. 21
to the Registration Statement on Form N-1A for Pioneer Series Trust VII (the
"Registrant") relating to Pioneer Emerging Markets Local Currency Debt Fund (the
"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.
II. COMMENTS APPLICABLE TO THE PROSPECTUS
A. FEES AND EXPENSES OF THE FUND
1. 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.
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.
2. COMMENT: The Staff requested that the Registrant file the Expense Limit
Agreement with respect to the Fund referenced in Footnote 2 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 Expense Limit
Agreement with respect to the Fund referenced in Footnote 2 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 in its response to
the Staff's comments that neither Pioneer nor the Board of
Trustees intends to terminate the Expense Limit Agreement with
respect to the Fund during the next twelve months.
RESPONSE: The Registrant confirms that neither Pioneer nor the Board of
Trustees intends to terminate the Expense Limit Agreement with
respect to the Fund during the next twelve months.
B. PRINCIPAL INVESTMENT STRATEGIES
1. The Staff noted that the Registrant states that the Fund may invest in
debt securities denominated in emerging market currencies, and that debt
securities may include "instruments and obligations of governmental and
government-related entities, including supranational organizations and
those of corporate and other non-governmental entities."
a. COMMENT: The Staff requested that the Registrant identify each principal
category of "instruments" in which the Fund intends to invest.
RESPONSE: The Registrant notes that it provides substantial disclosure
regarding the debt securities in which the Fund may invest and
that additional disclosure would not be useful to shareholders.
Accordingly, the Registrant respectfully submits that no
additional disclosure is required.
b. COMMENT: The Staff requested that the Registrant clarify what it means by
"government-related entities."
RESPONSE: The Registrant has revised the disclosure to clarify that
government-related entities include government agencies and
instrumentalities, and supranational organizations.
c. COMMENT: The Staff requested that the Registrant clarify the parameters,
if any, with respect to the Fund's investment in debt securities,
including with respect to the market capitalization and/or credit
quality of issuers.
RESPONSE: The Registrant has added disclosure to clarify that the Fund may
invest in debt securities of issuers of any market capitalization.
The Registrant notes that it currently discloses that the Fund may
invest in debt securities of any credit quality.
2. COMMENT: The Staff requested that the Registrant clarify why it states
that the Fund invests a substantial portion of its assets in debt
securities issued by emerging market governments and government
agencies "due to the current market for debt securities
denominated in emerging market currencies." The Staff asked the
Registrant to clarify if it expected the "current market" to last
indefinitely.
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RESPONSE: The Registrant has deleted the disclosure referenced by the Staff.
3. COMMENT: The Staff requested that the Registrant identify each principal
category of "instruments" to which it refers in the statement that
the Fund may invest in "index-linked and inflation-linked
securities and other fixed income securities or instruments that
provide exposure to debt securities denominated in emerging market
currencies, in addition to conventional debt securities, as well
as loans."
RESPONSE: The Registrant notes that it provides substantial disclosure
regarding the securities in which the Fund may invest and that
additional disclosure would not be useful to shareholders.
Accordingly, the Registrant respectfully submits that no
additional disclosure is required.
4. COMMENT: The Staff noted that the Registrant states that the Fund may
invest in zero coupon securities and payment-in-kind securities,
and requested that the Registrant expand on the tax risks related
to the interest payments on such investments.
RESPONSE: The Registrant has added disclosure to address the Staff's
request.
5. The Staff noted that the Registrant states that the Fund may "hold
non-U.S. currencies and purchase and sell forward currency exchange
contracts in non-U.S. currencies. The Fund's currency and currency-related
investments may be used to adjust overall currency exposures, including as
a means of seeking incremental return."
a. COMMENT: The Staff requested that the Registrant clarify whether such
investments will be used to satisfy the requirement that the Fund
invest at least 80% of its net assets in debt securities
denominated in emerging market currencies. To the extent the Fund
uses such investments to satisfy its 80% test, the Staff
requested that the Registrant disclose that the Fund will use the
market value of such investments, rather than the notional value,
for purposes of determining that the 80% test has been met.
RESPONSE: [LET'S DISCUSS/CONFIRM.] The Registrant has added disclosure
to address the Staff's request.
b. COMMENT: The Staff requested that, to the extent that forward currency
exchange contracts and other derivatives utilized by the Fund
have a leveraging effect on the Fund's exposure to specific
investment opportunities, the Registrant disclose that the Fund's
exposure to such investments may be several times the Fund's
assets and therefore may result in greater price volatility to
the Fund.
RESPONSE: The Registrant has added disclosure with respect to the Staff's
request.
c. COMMENT: The Staff requested that, to the extent that use of forward
currency exchange contracts and other derivatives is a principal
investment strategy of the Fund, the Registrant add disclosure to
the prospectus stating that the Fund will segregate assets to
maintain asset coverage for such derivative positions that have a
leveraging effect on the Fund's portfolio.
RESPONSE: The Registrant has added disclosure with respect to the Staff's
request.
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d. COMMENT: The Staff requested that the Registrant revise in plain English
the statement that the Fund may use such investments "as a means
of seeking incremental return" and clarify whether the Fund may
use such investments for speculative purposes.
RESPONSE: The Registrant respectfully submits that the disclosure referenced
by the Staff currently is in plain English and that no change to
the disclosure is required. The Registrant notes that it has
revised the disclosure to clarify that the Fund's use of currency
and currency-related investments as a means of seeking
incremental return may be considered a speculative technique.
6. 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
considerations 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.
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.
C. PRINCIPAL RISKS OF INVESTING IN THE FUND
1. COMMENT: The Staff requested that the Registrant consider adding to the
disclosure regarding "Risks of Non-U.S. Investments" in the
summary section of the prospectus that less information about
non-U.S. issuers or markets may be available and that withholding
and other non-U.S. taxes may decrease the Fund's return.
RESPONSE: The Registrant has added disclosure to address the Staff's
request.
2. COMMENT: The Staff requested that the Registrant include an undertaking in
its response to the Staff's comments that, to the extent that the
Fund's investments in any one region or country represent more
than 25% of the Fund's assets, the Registrant will supplement the
Fund's prospectus to disclose the specific risks of investing in
such region or country.
RESPONSE: The Registrant undertakes that, to the extent that the Fund's
investments in any one region or country represent more than 25%
of the Fund's assets, the Registrant will supplement the Fund's
prospectus to disclose the specific risks of investing in such
region or country.
3. COMMENT: The Staff noted that the Registrant's disclosure regarding
"Leveraging Risk" states that "the value of your investment may
be more volatile and other risks tend to be compounded if the
Fund borrows or uses derivatives or other investments, such as
ETFs, that have embedded leverage." The Staff asked if the Fund's
use of borrowing or its investments in ETFs are principal
investment strategies of the Fund and, if so, to expand the
principal strategy and risk disclosure with respect to the Fund's
use of borrowing and investments in ETFs.
RESPONSE: The Registrant confirms that neither the Fund's use of borrowing
nor its investments in ETFs are principal investment strategies of
the Fund. The Registrant notes that the references to borrowing
and to ETFs are included in the disclosure referenced by the
4
Staff as examples of investment practices that may result in
leverage rather than as references to specific principal
investment strategies. Accordingly, the Registrant respectfully
submits that no additional disclosure is required.
4. COMMENT: The Staff requested that the Registrant revise the last sentence
of the "Principal Investment Risks" section to state that "there
are many other NON-PRINCIPAL factors that could adversely affect
your investment and that could prevent the Fund from achieving
its goals" or expand the disclosure in this section to address
any other principal risks of investing in the Fund.
RESPONSE: The Registrant notes that it currently discloses the principal
risks of investing in the Fund in the Fund summary. The
Registrant further notes that the disclosure referenced by the
Staff does not suggest that the "other factors" referred to in
such disclosure are principal risks. The Registrant respectfully
submits that the additional disclosure suggested by the Staff
would not be helpful to investors, and, accordingly, that no
additional disclosure is required.
D. TAX INFORMATION
1. COMMENT: The Staff noted that the Registrant states that "you normally will
have to pay income taxes on the dividends and capital gain
distributions you receive from the Fund, unless you are investing
through a tax-deferred account, such as a 401(k) plan or
individual retirement account." The Staff requested that the
Registrant revise the disclosure to clarify that an investor
normally will pay taxes on dividends and capital gain
distributions when such distributions are withdrawn from such
tax-deferred accounts.
RESPONSE: The Registrant has revised the disclosure referenced by the
Staff to state that the Fund intends to make distributions that
may be taxed as ordinary income or capital gains, tracking the
language provided in Item 7 of Form N-1A.
E. MORE ON THE FUND'S INVESTMENT OBJECTIVE AND STRATEGIES
1. COMMENT: The Staff noted that the Registrant states that the Fund's
investment objective may be changed without shareholder approval
and that the Fund will provide notice prior to implementing any
change to its investment objective. The Staff requested that the
Registrant disclose the amount of advance notice the Fund will
provide to shareholders before changing its investment objective.
RESPONSE: The Registrant has added disclosure to address the Staff's
request.
2. COMMENT: The Staff requested that the Registrant revise the disclosure
regarding "Cash Management and Temporary Investments" to indicate
that the Fund may be prevented from achieving its investment
objective when the Fund takes temporary defensive positions.
RESPONSE: The Registrant has added disclosure to address the Staff's
request.
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F. INVESTMENT ADVISER
1. COMMENT: The Staff requested that the Registrant delete the statement
that, to the extent that the Commission adopts a rule that would
supersede the Fund's manager-of-managers exemptive order, or
would provide greater flexibility than the order, Pioneer and the
Fund intend to rely on such rule. The Staff noted that such
statement is speculative and that the Commission has no current
plans to adopt such a rule.
RESPONSE: The Registrant has deleted the disclosure referenced by the Staff.
G. NET ASSET VALUE
1. COMMENT: The Staff requested that the Registrant delete the references to
the valuation of senior loans in the "Net Asset Value" section of
the prospectus since the Registrant does not discuss investments
in senior loans in the "Principal Investment Strategies" section.
RESPONSE: The Registrant notes that it states in the "Principal Investment
Strategies" section that the debt securities in which the Fund
may invest include loans. Accordingly, the Registrant respectfully
submits that no change to the disclosure is required.
H. CONCENTRATION POLICY
1. COMMENT: The Staff noted that the Registrant states that "except as
permitted by exemptive or other relief or permission from the
SEC, SEC Staff or other authority of competent jurisdiction, the
Fund may not make any investment if, as a result, the Fund's
investments will be concentrated in any one industry." The Staff
noted that, in its view, the Fund's formulation of its
concentration policy reserves the Fund's freedom of action to
concentrate in an industry, and that reserving the right to
concentrate in a particular industry or group of industries
without limitation is prohibited by Section 8(b)(1) of the 1940
Act. The Staff requested that the Registrant revise the Fund's
concentration policy so as not to reserve the Fund's freedom of
action to concentrate in an industry.
RESPONSE: The Registrant acknowledges the Staff's comment. The Registrant
notes that, as currently formulated, the concentration policy
provides that the Fund may not make any investment if, as a
result, the Fund's investments will be concentrated in any
industry unless the SEC, SEC Staff or other authority of
competent jurisdiction permits the Fund to do so. Thus, it is the
Registrant's understanding that the Fund does not itself have the
freedom to make any such investment unless the SEC, SEC Staff or
other authority take affirmative action to permit such
investment. Accordingly, the Staff respectfully submits that no
change to the Fund's concentration policy is required.
2. COMMENT: The Staff requested that the Registrant revise the disclosure
regarding tax-exempt funds that invest 80% of their assets in
tax-exempt securities to clarify that such funds will characterize
investments in revenue bonds by the types of projects from which
such revenue is derived.
RESPONSE: The Registrant has added disclosure to address the Staff's
request.
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3. COMMENT: The Staff noted that the Registrant states that "when identifying
industries for purposes of its concentration policy, the Fund may
rely upon available industry classifications. As of the date of
the SAI, the Fund relies on the MSCI Global Industry
Classification Standard (GICS) classifications, or with respect
to certain securities, another third-party classification system.
Exchange-traded funds may be classified based on the underlying
securities." The Staff requested that the Registrant specify the
"certain securities" and the "third-party classification system"
that will be used, and also specify the classification system
that will be used on the underlying securities of exchange-traded
funds.
RESPONSE: The Registrant has added disclosure to address the Staff's
request.
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
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Exhibit A
PIONEER SERIES TRUST VII
60 State Street
Boston, Massachusetts 02110
December 7, 2012
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Pioneer Series Trust VII
Registration Statement on Form N-1A
(File Nos. 333-62166; 811-10395)
Ladies and Gentlemen:
In connection with the review by the Staff of the Securities and Exchange
Commission (the "Commission") of Post-Effective Amendment No. 21 to the
Registration Statement on Form N-1A of Pioneer Series Trust VII (the
"Registrant"), filed on September 28, 2012 with respect to its series Pioneer
Emerging Markets Local Currency Debt Fund, 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 VII
By: /s/ Christopher J. Kelley
---------------------------
Name: Christopher J. Kelley
Title: Secretary