BINGHAM MCCUTCHEN
Bingham McCutchen LLP
One Federal Street
Boston, MA 02110-1726
T 617.951.8000
F 617.951.8736
March 25, 2009
VIA EDGAR
Dominic Minore
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: The Registrants Listed on the Attached Appendix A (each, a "Registrant")
Registration Statement on Form N-14
Dear Mr. Minore:
On behalf of each of the Registrants, we are filing this letter to respond
in writing to the Staff's comments on the Registration Statement on Form N-14
relating to the proposed reorganization of a series of Regions Morgan Keegan
Select Funds into a series of the Registrant, as set forth on Appendix B. Each
Registration Statement was filed with the Securities and Exchange Commission
(the "Commission") on February 13, 2009 with the exception of the Registration
Statement for Pioneer Series Trust I, which was filed with the Commission on
February 17, 2009. The Staff's comments were conveyed to us as representatives
of the Registrants by telephone on March 10, 2009 and March 18, 2009.
Below are the Staff's comments on the Registration Statements and the
Registrants' responses thereto.
Comment 1. Consistent with the current practice of the Staff, the Registrants
should furnish a "Tandy" letter.
Response: In response to the Staff's request, a letter from the
Registrants to the Commission containing certain acknowledgements requested by
the Staff accompanies this letter as Exhibit A.
Comment 2. The Staff requested the Registrants file a response letter including
both the Staff's comments and the Registrants' responses thereto.
Response: This letter is being filed in response to the Staff's request.
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Comment 3. If not already disclosed, the Staff asked the Registrants include a
statement that the consummation of each reorganization is not contingent upon
the consummation of any other reorganization.
Response: The Registrants note that the subject disclosure appears on Page
7 of the Proxy Statement/Prospectus.
Comment 4. The Staff requested that the financials for Pioneer Fund, Pioneer
Cash Reserves Fund, Pioneer Cullen Value Fund and Pioneer Bond Fund be updated.
Response: The relevant financials have been updated as requested by the
Staff.
Comment 5. The Staff requested clarification as to who would be responsible if
an unknown liability of an RMK Fund became known after consummation of the
Reorganization relating thereto.
Response: Under the Asset Purchase Agreement, Morgan Asset Management,
Inc. ("MAM") and Regions Financial Corporation ("Regions") have agreed to
indemnify Pioneer Investment Management, Inc. ("Pioneer"), Pioneer Investment
Management USA, Inc. and their Affiliates (including the Pioneer Funds) for
certain losses, including losses arising after consummation of the
Reorganizations from any unknown liabilities of the RMK Funds. In addition, tail
insurance will be purchased to extend the coverage under the RMK Funds' D&O/E&O
Policy to cover indemnifiable claims made against an RMK Fund or its trustees or
officers for a period of six calendar years after May 15, 2009. The RMK Funds
confirm that, after the Reorganizations are completed, the RMK Fund shareholders
would not have personal liability for any unknown liabilities of the RMK Funds.
Comment 6. The Staff asked that the Registrants disclose any material
differences between the valuation policies of the RMK Funds and the Pioneer
Funds.
Response: The Registrants supplementally confirm that there are no
material differences between the valuation policies of the RMK Funds and the
Pioneer Funds.
Comment 7. The Staff asked that the Registrants identify those Pioneer Funds
with higher pro forma management fees than the corresponding RMK Fund.
Response: The requested disclosure has been added.
Comment 8. With respect to the considerations of the RMK Board, the Staff asked
that the Registrants identify those Pioneer Funds with higher pro forma net
and/or gross expense ratios than the corresponding RMK Fund.
Response: The Registrants note that the relevant disclosure has been
revised to reflect that the RMK Board considered that no Pioneer Fund had a
higher pro forma net expense ratio than the corresponding RMK Fund. The
Registrants understand that, while the RMK Board considered pro forma gross
expense ratios in its deliberations, the RMK Board focused on the pro forma net
expense ratio of each Pioneer Fund as compared to the corresponding RMK Fund due
to the fact that, in those instances where the pro forma gross expense ratio of
a Pioneer Fund was higher than that of an RMK Fund, Pioneer had contractually
agreed to limit ordinary operating expenses to the extent required to reduce the
combined Pioneer Fund's net expense ratio to be lower than or the same as the
expense ratio of the corresponding RMK Fund for a period of at least two years.
The pro forma gross expense ratios of each Pioneer Fund and the corresponding
RMK Fund are set forth in the Fee Table relating thereto in the relevant
proposal.
Comment 9. The Staff asked that the Registrants disclose those instances where a
Pioneer Fund Class A sales load is higher than the corresponding RMK Fund load,
including the amount of the difference.
Response: The requested disclosure has been added.
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Comment 10. The Staff asked that the Registrants disclose in Proposals 7, 8 and
9 that RMK Fund Class C shareholders receiving Class A shares of the
corresponding Pioneer Fund who wish to make future purchases of Pioneer Fund
Class C shares will be subject to a higher expense ratio than if they purchased
Class C shares of the RMK Fund.
Response: The Registrants have made revisions consistent with the Staff's
request.
Comment 11. The Staff asked that the Registrants clarify whether the Pioneer
Funds intend to waive the potential contingent deferred sales charge on Pioneer
Fund Class A shares received in the Reorganizations.
Response: In response to the Staff's comment, disclosure has added to
clarify that the contingent deferred sales charge applicable to certain
purchases of Pioneer Fund Class A shares will be waived for the Pioneer Fund
Class A shares received in the Reorganizations.
Comment 12. The Staff requested that the Registrants disclose how the expenses
of the Reorganizations are being allocated between Pioneer and MAM.
Response: The discussion has been supplemented as requested by the Staff.
Comment 13. The Staff questioned whether the increase in assets resulting from
any of the Reorganizations will reduce any waiver obligations of Pioneer.
Response: The Registrants have made revisions consistent with the Staff's
request.
Comment 14. The Staff made the following comments with respect to all fee table
presentations:
(a) that the Registrants confirm that each Fund has Acquired Fund Fees and
Expenses less than 1%;
(b) that the Registrants confirm, with respect to fee waivers and expense
reimbursements in place, that no amount waived or reimbursed is
recoupable;
(c) that the Registrants confirm that all new fee waiver agreements have
been filed as exhibits to the Registration Statement; and
(d) that the Registrants confirm that the "Shareholder transaction fees"
section of the fee table is presented as separate from the "Annual fund
operating expenses" section of the fee table using a space or line
between the two sections.
Response: The Registrants so confirm (b), (c) and (d) above. With respect
to (a) above, the Registrants have made revisions and added disclosure to the
relevant Fee Tables that address the Staff's request.
Comment 15. The Staff asked that the Registrants adjust the performance
information shown for each of the Pioneer shell funds to reflect the higher
sales load of the Pioneer Fund Class A shares.
Response: The subject performance information has been recalculated
consistent with the Staff's comment.
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Comment 16. The Staff asked that the Registrants confirm the annual return for
Pioneer Fund's Class A shares for the year ended December 31, 2008 in the bar
chart setting forth such information.
Response: The Registrants have corrected Pioneer Fund's December 31, 2008
annual return in the relevant bar chart.
Comment 17. The Staff asked that, where a Pioneer Fund's stated investment
strategy includes a reference to "event-linked" securities, the Registrants
disclose a percentage limitation therefor or the absence of a percentage
limitation, as applicable.
Response: The Registrants have added disclosure consistent with the
Staff's request.
Comment 18. The Staff asked that the Registrants expand the derivative
disclosure regarding risk of loss if the issuer of the derivative defaults on
its obligation.
Response: In response to the Staff's comment, the Registrants have revised
the risk of loss disclosure.
Comment 19. The Staff asked that, where a Pioneer Fund's stated investment
strategy includes a reference to mortgage- and/or asset-backed securities, the
Registrants disclose a percentage limitation therefor or the absence of a
percentage limitation, as applicable.
Response: The Registrants have added disclosure consistent with the
Staff's request.
Comment 20. The Staff asked that the Registrants expand the disclosure relating
to the increased risk of loss of mortgage-related investments to the extent the
underlying mortgages include sub-prime mortgages to include additional types of
exotic mortgages.
Response: The Registrants have added disclosure consistent with the
Staff's request.
Comment 21. The Staff questioned whether Pioneer Intermediate Tax Free Income
Fund's policy to invest at least 80% of its net assets in securities that
provide income that is exempt from regular federal income tax and is not subject
to the alternative minimum tax is fundamental.
Response: The Registrants confirm that the Fund's 80% policy is a
fundamental policy.
Comment 22. The Staff asked that, to the extent that Pioneer Intermediate Tax
Free Income Fund currently intends to invest 25% or more of its assets in any
one state, the Registrants disclose this fact as well as the name of and risks
related to the relevant state. If there is no current intention to invest 25% or
more in one or more states, the Staff asked that the Registrants include an
undertaking in the response letter that, should the Fund later invest 25% or
more in any state, the Registrants will sticker the prospectus to identify such
state and related risk factors.
Response: The Registrants hereby confirm that Pioneer Intermediate Tax
Free Income Fund has no current intention to invest 25% or more of its assets in
any one state. Should the Fund later invest more than 25% of its assets in any
one state, Pioneer Series Trust I, the
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Registrant of which Pioneer Intermediate Tax Free Income Fund is a series, will
undertake to supplement the Fund's prospectus to identify the state and to
include state-specific risk factors.
Comment 23. The Staff requested that the Registrants disclose the risks relating
to each of the segments identified in Pioneer Intermediate Tax Free Income
Fund's investment strategy.
Response: In response to the Staff's comment, the Registrants have added
risk disclosure regarding each of the identified segments.
Comment 24. The Staff asked that, where a Pioneer Fund's stated investment
strategy includes a reference to collateralized debt obligations, collateralized
bond obligations and/or collateralized loan obligations, the Registrants
disclose a percentage limitation therefor or the absence of a percentage
limitation, as applicable.
Response: The Registrants have added disclosure consistent with the
Staff's request.
Comment 25. The Staff asked that, where a Pioneer Fund's stated investment
strategy includes potential investments in collateralized debt obligations,
collateralized bond obligations and/or collateralized loan obligations, the
Registrants supplement the risk of loss disclosure.
Response: The Registrants have added disclosure consistent with the
Staff's request.
Comment 26. The Staff asked that the Registrants use the words "segment" or
"project" instead of the word "industry" when referring to gas, electric,
telephone, sewer and water.
Response: The Registrants have revised the disclosure consistent with the
Staff's comment.
Comment 27. The Staff asked that, where a Pioneer Fund's stated investment
strategy includes a reference to investment in securities of non-US. issuers,
the Registrants disclose a percentage limitation therefor or the absence of a
percentage limitation, as applicable.
Response: The Registrants have added disclosure consistent with the
Staff's request.
Comment 28. The Staff asked that the Registrants explain the significant drop in
the pro forma "Other Expenses" for the combined Pioneer Treasury Reserves Fund
against those of Pioneer Treasury Reserves Fund.
Response: The Registrants note that the decrease in "Other Expenses" is
due mainly to economies of scale realized through the significant increase in
assets of the combined Pioneer Treasury Reserves Fund as a result of the
Reorganization relating thereto. In particular, "Other Expenses" as a percentage
of assets will decrease as certain fixed expenses (e.g., legal and accounting
fees and custody expenses) are spread over a substantially larger asset base.
Comment 29. The Staff asked that the Registrants reflect the cost of Pioneer
Cash Reserves Fund's participation in the Treasury Department's guarantee
program in the relevant Fee Table.
Response: In response to the Staff's comment, a footnote has been added to
the relevant Fee Table showing the effect of the cost of the Program (an
extraordinary expense) on the pro forma "Other Expenses," "Total Annual Fund
Operating Expenses" and "Net Expenses" of the combined Pioneer Fund.
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Comment 30. The Staff asked that the Registrants explain supplementally any
material differences between the two forms of Agreement and Plan of
Reorganization.
Response: The Registrants note that the forms of Agreement and Plan of
Reorganization for the substantive and shell reorganizations, while
substantially similar, do differ in certain respects due to the nature of the
funds involved in the reorganizations. The form of Agreement and Plan of
Reorganization for the substantive reorganizations contains additional tax
representations and conditions precedent regarding the Acquired Fund as the
Acquired Fund will have a taxable year ending on the closing date, and
additional representations regarding the registration statement, financial
statements and tax status of the Acquiring Fund.
Comment 31. The Staff asked that the Registrants revise the table setting forth
how shares will be treated for purposes of quorum and voting requirements to be
consistent (by changing a "Vote to Abstain" to "Signed Proxy with Vote to
Abstain").
Response: The requested disclosure has been added.
Comment 32. The Staff asked that the Registrants expand disclosure under
"Comparison of Delaware Statutory Trust and Massachusetts Business Trust" to
indicate:
(a) whether Pioneer Funds' and RMK Funds' declarations of trust provide that
a shareholder will not be personally liable for the Fund's debts or
obligations and will be indemnified if found personally liable;
(b) whether all of the Pioneer Funds' declarations of trust restrict the
power of a shareholder to bring a derivative action on behalf of the
trust if the trustees refuse to do so;
(c) whether all of the Pioneer Funds' and RMK Funds' declarations of trust
limit a trustee's personal liability;
(d) whether all of the Pioneer Funds' and RMK Funds' declarations of trust
require shareholder meetings; and
(e) what items required shareholder approval in the RMK Funds' declaration
of trust as compared to the Pioneer Funds' declarations of trust.
Response: The requested disclosure has been added.
Comment 33. In the disclosure under "Purchase of Certain Securities by Regions":
(a) discuss what gave rise to agreement by Regions to repurchase the subject
securities;
Response: Currently, each of Regions Morgan Keegan Select Mid Cap Value
Fund, Regions Morgan Keegan Select Balanced Fund, Regions Morgan Keegan Select
Mid Cap Growth Fund, Regions Morgan Keegan Select Growth Fund, Regions Morgan
Keegan Select Fixed Income Fund and Regions Morgan Keegan Select Limited
Maturity Fixed Income Fund (together, the "Securities Lending Funds")
participate in a securities lending program (the "Program") administered by The
Bank of New York Mellon Corporation ("BNY Mellon"). As part of this program, BNY
Mellon facilitates the lending of securities owned by the Securities Lending
Funds to third parties. In connection with the Program, the Securities Lending
Funds are investors in BNY Institutional Cash Reserves Fund (the "BNY Fund"), an
unregistered
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money market investment fund managed by the Bank of New York Mellon. The BNY
Fund is a short-term investment vehicle for the cash collateral received by the
Securities Lending Funds and other participants in securities lending
transactions under the Program.
The fixed income securities currently held by the BNY Fund include (i) a
promissory note issued by Whistlejacket Capital Ltd. or certain of its
affiliates (as successor-in-interest to White Pine Finance, LLC), due March 12,
2008 (the "Whistlejacket Security") and (ii) certain floating rate debt
securities of Lehman Brothers Holdings Incorporated, maturing on October 14,
2008 and October 22, 2008, respectively (the "Lehman Securities" and, together
with the Whistlejacket Security, the "Securities"). Each issuer of the
Securities has filed for bankruptcy protection and thereby defaulted under the
terms of its respective Security. Consequently, the market value of each
Security has decreased substantially below its par value and the Securities have
become substantially illiquid.
In response to these events, BNY Mellon has undertaken to provide certain
limited capital support for the BNY Fund or, alternatively, directly to each
investor in the BNY Fund (each, an "Investor") in respect of the Whilstlejacket
Security, and to offer certain limited capital support in respect of the Lehman
Securities, in each case to the extent of such Investor's indirect,
proportionate interest in each Security, subject to certain terms and
conditions. In respect of the Whistlejacket Security, BNY Mellon has undertaken
to provide capital support such that the Securities Lending Funds would recover
approximately 100% of their respective proportionate share of the par value of
the Whistlejacket Security (the "Whistlejacket Support"). In respect of the
Lehman Securities, BNY Mellon has undertaken to provide capital support such
that the Securities Lending Funds would recover at least 80% of their respective
proportionate share of the par value of the Lehman Securities (the "Lehman
Support").
The Pioneer Funds do not participate in the Program. For that reason, the
Securities Lending Funds will exit the Program prior to the Reorganizations and
redeem their interests in the BNY Fund for cash, except in respect of that
portion of the net asset value redeemed that represents the Whistlejacket
Security and the Lehman Securities. These assets will be redeemed for in-kind
proceeds consisting of a proportionate share of the Whistlejacket Security and
the Lehman Securities pursuant to the terms of the Whistlejacket Support and the
Lehman Support.
Under the terms of the Lehman Support, the Lehman Support will be lost
immediately upon the Securities Lending Funds' withdrawal from the Program. In
the case of the Whistlejacket Security, while the Whistlejacket Support
continues after withdrawal from the Program (subject to certain terms and
conditions), the benefit of such support in these circumstances effectively
would not, because Pioneer has informed Regions and MAM that the Pioneer Funds
would not accept the Whistlejacket Security as part of the Reorganizations.
Pioneer also has informed Regions and MAM that the Pioneer Funds would not
accept the Lehman Securities as part of the Reorganizations.
In order to make the impact of withdrawing from the Program neutral to the
Securities Lending Funds, Regions has undertaken to purchase the Securities from
the Securities Lending Funds at such time as such Securities are delivered to
the Securities Lending Funds in connection with the Securities Lending Funds'
withdrawal from the Program, on terms that would give the Securities Lending
Funds current value equal to or better than the realizable value of the
Securities as accompanied by the Whistlejacket Support and Lehman Support.
Specifically,
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Regions will purchase each Securities Lending Fund's proportionate share of the
Whistlejacket Security at 100% of par value, and each Securities Lending Fund's
proportionate share of the Lehman Securities at 80% of par value. Regions also
has undertaken that if that if the aggregate amount ultimately realized by
Regions in respect of the Securities is more than the sum of (a) any purchase
price paid to a Securities Lending Fund by Regions for such Securities and (b)
any income due on such Securities from and after the date that Regions purchase
such Securities from a Securities Lending Fund, at the rate(s) specified in the
applicable Securities, Regions will remit such excess amount (after deducting
all reasonable expenses, if any, incurred in connection with the recovery)
promptly to the Securities Lending Fund. Notwithstanding anything to the
contrary herein, the foregoing obligation of Regions to purchase the Securities
will be conditioned upon the receipt from the SEC of "no-action" or other
appropriate relief under the 1940 Act that would permit such purchase of the
Securities, provided that, in the event that such relief is not forthcoming,
Regions will use its best efforts to make alternative arrangements designed to
provide equivalent value to each Securities Lending Fund consistent with
applicable laws and regulations.
(b) disclose the value of the securities on the books of the applicable RMK
Funds;
Response: As described in the response to comment 33(a) above, the
Securities Lending Funds hold shares in the BNY Fund and indirectly through
these shares have interests in the Whistlejacket Security and the Lehman
Securities, together with the Whistlejacket Support and Lehman Support,
respectively. Accordingly, the value of the shares in the BNY Fund held by each
Securities Lending Fund reflects the full value of the Whistlejacket Support
(i.e., 100% of the par value of the Whistlejacket Security) and the Lehman
Support (i.e., 80% of the par value of the Lehman Securities).
(c) disclose the total dollar amount involved for each applicable RMK Fund;
Response: The total dollar amount involved for each applicable RMK Fund is
as follows:
Lehman Asset Whistlejacket Asset
Fund Name (80% of par) (100% of par)
Regions Morgan Keegan Select Mid Cap Growth Fund 627,314 429,758
Regions Morgan Keegan Select Growth Fund 178,512 66,343
Regions Morgan Keegan Select Mid Cap Value Fund 116,216 116,425
Regions Morgan Keegan Select Balanced Fund 264,338 247,545
Regions Morgan Keegan Select Fixed Income Fund 164,846 156,083
Regions Morgan Keegan Select Limited Maturity Fixed Income Fund 9,238 9,715
(d) disclose what the assets were written down from and the amount of each
write-down;
Response: As described in response to comment 33(b) above, the Securities
Lending Funds have an indirect interest in the Whistlejacket Security and the
Lehman Securities through the shares held by each Securities Lending Fund in the
BNY Fund. As such, the Securities Lending Funds carry those securities at 100%
of par and 80% of par, respectively, reflecting the fact that those securities
have the benefit of the Whistlejacket Support and the Lehman Support.
(e) discuss where the repurchase has been disclosed to RMK Fund shareholders;
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Response: Please see Page 115 of the RMK Select Funds Annual Report for
the fiscal year ended November 30, 2008, filed as Item 1 to the RMK Funds' Form
N-CSR filed with the Commission on February 5, 2009 (Accession No.
0001193125-09-020033), for disclosure relating to the repurchase.
(f) discuss how the repurchase price for the securities was determined and by
whom and disclose whether the amount of the repurchase price represents an
amount that will make each of the affected Funds whole;
Response: As discussed in the response to comment 33(a) above, the
purchase price for the Securities was determined according to what would make
the impact of withdrawing from the Program neutral to the Securities Lending
Funds. To this end, Regions has undertaken to purchase the Securities from the
Securities Lending Funds at such time as such Securities are delivered to the
Securities Lending Funds in connection with the Securities Lending Funds'
withdrawal from the Program, on terms that would give the Securities Lending
Funds current value equal to or better than the realizable value of the
Securities as accompanied by the Whistlejacket Support and Lehman Support.
The purchase price was determined through negotiations between Regions and
the Securities Lending Funds.
(g) set forth the percentage of the applicable RMK Funds' total assets the
repurchased securities represent;
Response: Based on the total assets of the respective Securities Lending
Funds as of March 19, 2009, the purchase price to be paid to each Securities
Lending Fund by Regions for that Securities Lending Fund's Whistlejacket
Security and Lehman Securities would represent the following percentage of total
assets:
Whistlejacket Lehman
Fund Name Security Securities
Regions Morgan Keegan Select Mid Cap Growth Fund 0.22% 0.32%
Regions Morgan Keegan Select Growth Fund 0.03% 0.08%
Regions Morgan Keegan Select Mid Cap Value Fund 0.43% 0.43%
Regions Morgan Keegan Select Balanced Fund 0.21% 0.23%
Regions Morgan Keegan Select Fixed Income Fund 0.13% 0.14%
Regions Morgan Keegan Select Limited Maturity Fixed Income Fund 0.28% 0.27%
(h) disclose whether the payment will result in a taxable distribution to
the RMK shareholders and if so, what the approximate per share amount
will be;
Response: The payment is not expected to result in a taxable distribution
to the RMK Fund shareholders.
(i) state what would happen if Regions is unable to come up with the funds
required to meet its obligations under this repurchase arrangement;
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Response: The purchase price that Regions will pay for each Securities
Lending Fund's share of the Whistlejacket Security and the Lehman Securities is
provided above in response to comment 33(c) above. Given the comparatively small
amount necessary to purchase the Securities from the Securities Lending Funds,
the risk that Regions will be unable to fund the purchase price is immaterial at
best.
(j) expand upon what the phrase "alternative arrangements" contemplates;
Response: Regions does not currently have any definitive plans in this
regard. If no-action relief is not obtained, Regions would work in good faith
with the Securities Lending Funds and their Board of Trustees, and in
consultation with the SEC staff, to develop a plan for mitigating any adverse
impact to the Securities Lending Funds of withdrawing from the Program, in
compliance with applicable laws and regulations.
(k) expand upon what the phrase "equivalent value" contemplates and whether
it is intended that this is an amount sufficient to make each of the
relevant Funds whole; and
Response: The phrase "equivalent value" contemplates an amount sufficient
to make each of the Securities Lending Funds whole. The way in which such
"equivalent value" would be provided depends on any "alternative arrangements"
that may be made, as discussed in response to comment 33(j), above.
(l) indicate what percentage of each applicable RMK Fund's total securities
are out on loan.
Percentage of total securities out
Fund Name on loan (as of 3/19/2009)
Regions Morgan Keegan Select Mid Cap Growth Fund 26.11%
Regions Morgan Keegan Select Growth Fund 14.44%
Regions Morgan Keegan Select Mid Cap Value Fund 12.10%
Regions Morgan Keegan Select Balanced Fund 7.99%
Regions Morgan Keegan Select Fixed Income Fund 1.78%
Regions Morgan Keegan Select Limited Maturity Fixed Income Fund 28.34%
Comment 34. The Staff asked that the Registrants disclose under "Section 15(f)
Safe Harbor" that the RMK Board considered that there would be higher expense
ratios and sales loads in certain circumstances.
Response: The Registrants have added disclosure consistent with the Staff's
request with respect to higher sales loads for new purchases. As described in
the response to comment 8 above, the Registrants understand that, while the RMK
Board considered pro forma gross expense ratios in its deliberations, the RMK
Board focused on the pro forma net expense ratios of each Pioneer Fund as
compared to the corresponding RMK Fund due to the fact that, in those instances
where the pro forma gross expense ratio of a Pioneer Fund was higher than that
of an RMK Fund, Pioneer had contractually agreed to limit ordinary operating
expenses to the extent required to reduce the combined Pioneer Fund's net
expense ratio to be lower than or the same as the expense ratio of the
corresponding RMK Fund for a period of at least two years.
Comment 35. The Staff asked that the Registrants supplementally confirm whether
Schedule 4.1(d) should be included as a schedule in both Exhibits A-1 and A-2.
Response: The Registrants supplementary confirm that Schedule 4.1(d) is a
schedule to both Exhibits A-1 and A-2.
Statement of Additional Information:
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Comment 36. The Staff asked that the Registrants update information relating to
documents incorporated by reference and obtain new consents from the independent
auditors.
Response: The Registrants note that the documents incorporated by
reference have been updated, and that new auditor consents will be filed as
exhibits to the Registrants' pre-effective amendment filings.
Comment 37. The Staff asked that the Registrants confirm that the Combined
Statement of Additional Information, dated April 1, 2008, for Regions Morgan
Keegan Select Funds is the most recent statement of additional information on
file for Regions Morgan Keegan Select Funds.
Response: The Registrants so confirm.
Comment 38. The Staff asked that the Registrants disclose whether any securities
held by an RMK Fund will be required to be sold as a result of the relevant
Reorganization. If so, the Staff asked that the approximate total dollar amount
and per share amount of any such sale be disclosed and, where pro forma
financial statements are included for any such RMK Fund, identify the securities
to be sold.
Response: While Pioneer reserves the right to make dispositions in the
ordinary course of business in managing the portfolio of securities that the
Pioneer Funds will acquire from the RMK Funds, the securities to be acquired
from the RMK Funds are generally consistent with the investment policies of the
Pioneer Funds. As a result, securities held by the RMK Funds will not need to be
sold, other than as discussed in comment 33 above.
Comment 39. The Staff asked that the Registrants expand disclosures relating to
repurchase agreements by setting for the maximum amount of Fund assets that can
be dedicated to repurchase agreements and by disclosing that repurchase
agreements are tantamount to a loan.
Response: The Registrants have added disclosure consistent with the
Staff's request.
Comment 40. The Staff asked that the Registrants clarify whether agency
obligations are required to be cash equivalents with respect to repurchase
agreements.
Response: The Registrants have added disclosure consistent with the
Staff's request.
Comment 41. The Staff asked that the Registrants clarify whether reverse
repurchase agreements are subject to the stated limitation on borrowing.
Response: The Registrants have added disclosure consistent with the
Staff's request.
Comment 42. The Staff asked that the Registrants expand disclosure with respect
to each of the Funds' fundamental policies by including information about what
is currently permitted under the 1940 Act for each policy.
Response: The requested disclosure has been added.
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Comment 43. The Staff asked that the Registrants include disclosure on
anti-leveraging policies of the Funds, if any.
Response: The requested disclosure has been added.
Comment 44. The Staff asked that the Registrants include any non-fundamental
policy on holding illiquid securities.
Response: The requested disclosure has been added.
Comment 45. The Staff asked that the Registrants include any other policies
relating to pledging, hypothecating and lending more than one-third of a Fund's
assets that are non-fundamental policies of the Funds.
Response: The Registrants have added disclosure in response to the Staff's
comment.
Part C and Exhibits:
Comment 46. The Staff asked that Mark E. Bradley's title in the signature blocks
of the Part C be changed to reflect that he is the Principal Financial Officer
and Principal Accounting Officer of the Funds.
Response: The requested change has been made.
Comment 47. The Staff asked that, with respect to the legality of shares
opinions, the Registrants confirm that the shares that become potentially
assessable when a shareholder becomes a trustee of the relevant Fund are only
those shares held by the shareholder who becomes a trustee of the relevant Fund.
Response: The Registrants have removed the subject carve out from the
opinions and will file revised opinions as exhibits to the pre-effective
amendments.
Please call the undersigned at (617) 951-8567 with any questions.
Sincerely,
/s/ Paul B. Raymond
Paul B. Raymond
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Appendix A
Registrant File Nos.
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Pioneer Bond Fund 811-02864; 333-157342
Pioneer Fund 811-01466; 333-157321
Pioneer Mid Cap Value Fund 811-06106; 333-157312
Pioneer Money Market Trust 811-05099; 333-157315
Pioneer Series Trust I 811-21425; 333-157353
Pioneer Series Trust III 811-21664; 333-157336
Pioneer Series Trust IV 811-21781; 333-157350
Pioneer Short Term Income Fund 811-21558; 333-157340
-A-1-
Appendix B
Series of Regions Morgan Keegan Select Funds Corresponding Series of the Registrants
- -------------------------------------------- ---------------------------------------
Regions Morgan Keegan Select Mid Cap Growth Pioneer Mid Cap Growth Fund II
Fund (a series of Pioneer Series Trust I)
Regions Morgan Keegan Select Growth Fund Pioneer Growth Fund
(a series of Pioneer Series Trust I)
Regions Morgan Keegan Select Core Equity Fund Pioneer Fund
(the sole series of Pioneer Fund)
Regions Morgan Keegan Select Mid Cap Value Fund Pioneer Mid Cap Value Fund
(the sole series of Pioneer Mid Cap Value Fund)
Regions Morgan Keegan Select Value Fund Pioneer Cullen Value Fund
(a series of Pioneer Series Trust III)
Regions Morgan Keegan Select Balanced Fund Pioneer Classic Balanced Fund
(a series of Pioneer Series Trust IV)
Regions Morgan Keegan Select Fixed Income Fund Pioneer Bond Fund
(the sole series of Pioneer Bond Fund)
Regions Morgan Keegan Select Limited Maturity Pioneer Short Term Income Fund
Fixed Income Fund (the sole series of Pioneer Short Term Income Fund)
Regions Morgan Keegan Select Intermediate Tax Pioneer Intermediate Tax Free Income Fund
Exempt Bond Fund (a series of Pioneer Series Trust I)
Regions Morgan Keegan Select Treasury Money Pioneer Treasury Reserves Fund
Market Fund (a series of Pioneer Series Trust IV)
Regions Morgan Keegan Select Money Market Fund Pioneer Cash Reserves Fund
(a series of Pioneer Money Market Trust)
-A-2-
Exhibit A
Pioneer Funds
60 State Street
Boston, Massachusetts 02110
March 25, 2009
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Registrants Listed on the Attached Appendix A (each, a "Registrant")
Registration Statement on Form N-14
Ladies and Gentlemen:
In connection with the review by the Staff of the Securities and Exchange
Commission (the "Commission") of the Registration Statement on Form N-14
relating to the proposed reorganization of a series of Regions Morgan Keegan
Select Funds into a series of the corresponding Registrant, as set forth on
Appendix B, each 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 FUNDS
By: /s/ Christopher J. Kelley
-------------------------
Name: Christopher J. Kelley
Title: Assistant Secretary
Appendix A
Registrant File Nos.
- ---------- ---------
Pioneer Bond Fund 811-02864; 333-157342
Pioneer Fund 811-01466; 333-157321
Pioneer Mid Cap Value Fund 811-06106; 333-157312
Pioneer Money Market Trust 811-05099; 333-157315
Pioneer Series Trust I 811-21425; 333-157353
Pioneer Series Trust III 811-21664; 333-157336
Pioneer Series Trust IV 811-21781; 333-157350
Pioneer Short Term Income Fund 811-21558; 333-157340
-A-1-
Appendix B
Series of Regions Morgan Keegan Select Funds Corresponding Series of the Registrants
- -------------------------------------------- ---------------------------------------
Regions Morgan Keegan Select Mid Cap Growth Pioneer Mid Cap Growth Fund II
Fund (a series of Pioneer Series Trust I)
Regions Morgan Keegan Select Growth Fund Pioneer Growth Fund
(a series of Pioneer Series Trust I)
Regions Morgan Keegan Select Core Equity Fund Pioneer Fund
(the sole series of Pioneer Fund)
Regions Morgan Keegan Select Mid Cap Value Fund Pioneer Mid Cap Value Fund
(the sole series of Pioneer Mid Cap Value Fund)
Regions Morgan Keegan Select Value Fund Pioneer Cullen Value Fund
(a series of Pioneer Series Trust III)
Regions Morgan Keegan Select Balanced Fund Pioneer Classic Balanced Fund
(a series of Pioneer Series Trust IV)
Regions Morgan Keegan Select Fixed Income Fund Pioneer Bond Fund
(the sole series of Pioneer Bond Fund)
Regions Morgan Keegan Select Limited Maturity Pioneer Short Term Income Fund
Fixed Income Fund (the sole series of Pioneer Short Term Income Fund)
Regions Morgan Keegan Select Intermediate Tax Pioneer Intermediate Tax Free Income Fund
Exempt Bond Fund (a series of Pioneer Series Trust I)
Regions Morgan Keegan Select Treasury Money Pioneer Treasury Reserves Fund
Market Fund (a series of Pioneer Series Trust IV)
Regions Morgan Keegan Select Money Market Fund Pioneer Cash Reserves Fund
(a series of Pioneer Money Market Trust)
-A-2-