BINGHAM McCUTCHEN LLP
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
February 28, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Pioneer Series Trust VII (File Nos. 333-62166; 811-10395)
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. 24 to the Registration Statement on Form N-1A of Pioneer Series Trust VII
(the "Registrant") relating to Pioneer Global Multisector Income 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 summarize in its
response the changes to the Fund's investment objective and
principal investment strategies reflected in the Rule 485(a)
filing and confirm that shareholder approval was not required
to effect such changes.
Response: The Registrant notes that the changes to the Fund's
investment objective and principal investment strategies
reflected in the Rule 485(a) filing primarily expand the
Fund's ability to invest in below-investment grade securities
and to use active currency management strategies. Changes
reflected in the Rule 485(a) filing include: (i) the Fund's
investment objective was modified from "to provide current
income from an investment grade portfolio with due regard to
preservation of capital and prudent investment risk" to "a
high level of current income;" (ii) the Fund's investment
strategy disclosure was modified to increase the Fund's
ability to invest in below-investment grade securities from a
maximum of 20% of the Fund's net assets to a maximum of
70% of the Fund's net assets; and (iii) the Fund's investment
strategy disclosure was modified to expand the Fund's ability
to hold non-U.S. currencies and take long or short positions
with respect to a particular currency through a derivative
position. In connection with these changes, the Fund's name
was changed from "Pioneer Global Aggregate Bond
Fund" to "Pioneer Global Multisector Income Fund." The
Registrant confirms that shareholder approval was not
required to effect such changes to the Fund's investment
objective and principal investment strategies.
II. Comments Applicable to the Prospectus
A. Fees and Expenses
1. Comment: The Staff requested that the Registrant add disclosure to
Footnote 1 to the Fee Table explaining what constitutes
"ordinary operating expenses" for purposes of the Fund's
expense limit.
Response: The Registrant has added disclosure to address the Staff's
comment.
2. Comment: The Staff suggested that the Registrant add disclosure to
Footnote 1 explaining that net operating expenses may be
higher than the expense limit to the extent that the Fund
incurs expenses excluded from the expense limit.
Response: The Registrant has added disclosure to address the Staff's
comment.
B. Principal Investment Strategies
1. Comment: The Staff noted that the Registrant states that the Fund may
invest in derivative instruments that have economic
characteristics similar to debt securities for purposes of
satisfying the requirement that the Fund invest at least 80% of
its net assets in debt securities of issuers located throughout
the world. The Staff requested that the Registrant confirm that
the Fund uses the market value of derivative instruments
rather than the notional value of such instruments in the 80%
calculation.
Response: The Registrant confirms that the Fund currently uses the
market value of derivative instruments in the 80% calculation
referenced by the Staff.
2. Comment: The Staff suggested that the Registrant consider revising the
disclosure regarding the requirement that the Fund invest at
least 40% of its net assets in issuers located outside of the
United States to clarify that the Fund includes the amount of
borrowings, if any, for investment purposes in the 40%
calculation.
Response: The Registrant has added disclosure to address the Staff's
comment.
C. Principal Risks of Investing in the Fund
1. Comment: The Staff suggested that the Registrant consider adding
disclosure to address risks related to the valuation of payment
in kind securities.
Response: The Registrant has added disclosure to address the Staff's
comment.
III. Comments Applicable to the Statement of Additional Information
1.. Comment: The Staff noted that the Registrant describes the limitations
set forth in Section 12(d) of the 1940 Act regarding
investment in other investment companies, but states that
there are several provisions of the 1940 Act and rules
thereunder that allow more expansive investment in
investment companies. The Staff requested that the Registrant
consider removing or more appropriately tailoring such
disclosure in light of the Fund's non-fundamental policy not
to invest in any investment company in reliance on Section
12(d)(1)(F) or (G) of the 1940 Act as long as another
investment company invests in the Fund in reliance on
Section 12(d)(1)(G).
Response: The Registrant has removed the disclosure referenced by the
Staff.
Please call the undersigned at (617) 951-8458 or Toby Serkin at
(617) 951-8760 with any questions.
Sincerely,
/s/Jeremy Kantrowitz
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Jeremy Kantrowitz
cc: Terrence J. Cullen
Christopher J. Kelley
Roger P. Joseph
Toby R. Serkin