BINGHAM McCUTCHEN LLP
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
December 3, 2012
VIA EDGAR
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Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re:Pioneer Series Trust X
Registration Statement on Form N-1A
(File Nos. 333-89354; 811-21108)
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. 24 to the Registration Statement on Form N-1A for Pioneer Series Trust X
(the "Registrant") relating to Pioneer Fundamental Growth 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.
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2. Comment: The Staff requested that the Registrant revise the disclosure in
the Fund's prospectus and statement of additional information or
otherwise respond to the applicable Staff comments on
Post-Effective Amendment No. 21 to the Registration Statement of
Pioneer Series Trust VII provided by Mr. Minore on November 9,
2012.
Response: The Registrant has revised the disclosure in the Fund's
prospectus and statement of additional information or otherwise
responded herein to the applicable Staff comments on
Post-Effective Amendment No. 21 to the Registration Statement of
Pioneer Series Trust VII provided by Mr. Minore on November 9,
2012.
II. Comments Applicable to the Prospectus
A. Fees and Expenses of the Fund
1. Comment: The Staff noted that Form N-1A permits a fee waiver arrangement
to be shown in the Fee Table only if the arrangement will reduce
Fund operating expenses for no less than one year from the
effective date of the Fund's Registration Statement. The Staff
requested that Pioneer extend the fee waiver arrangement or
remove it from the Fee Table.
Response: The Registrant has revised the disclosure to indicate that the
fee waiver arrangement is in effect through August 1, 2014.
2. 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.
3. 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 filed the Expense Limit Agreement
with respect to the Fund referenced in Footnote 2 to the Fee
Table as an exhibit to Post-Effective Amendment No. 25 to the
Registrant's Registration Statement relating to the Fund.
B. Principal Investment Strategies
1. Comment: The Staff requested that the Registrant revise the disclosure to
clarify the extent to which the Fund may invest across all
industries and market sectors.
Response: The Registrant has added disclosure to clarify that the Fund may
invest in securities of issuers across all industries and market
sectors.
2. Comment: The Staff requested that the Registrant clarify in its response
to the Staff's comments that the Fund will consider investments
in debt convertible to equity securities as equity securities for
purposes of the Fund's investment policies only to the extent
such convertible debt is "immediately" convertible to equity.
Response: The Registrant respectfully notes that a convertible debt
security that is not "immediately" convertible to equity
nevertheless may exhibit the characteristics of an equity
security, depending on the relationship of the conversion price
to the market value of the underlying security. Accordingly,
investments in convertible debt securities will be considered
equity securities for purposes of the Fund's investment policies
even if such securities are not immediately convertible to equity.
3. Comment: The Staff requested that the Registrant clarify that, to the
extent that it counts investments in ETFs towards the Fund's 80%
test, such ETFs will have an 80% test that mirrors the Fund's 80%
test.
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Response: The Registrant has added disclosure which clarifies that for
purposes of the fund's investment policies, an investment in an
ETF will be considered to be an investment in an equity security
of a large company if the ETF is based on an index, the
characteristics of which indicate that it is comprised of equity
securities of large companies.
4. Comment: With respect to the Fund's investment in junk bonds, the Staff
requested that the Registrant clarify how low in the credit
spectrum the Fund may invest (for example, by indicating if the
Fund is permitted to invest in securities of issuers that are in
default).
Response: The Registrant has added disclosure to clarify that the Fund may
invest in securities of issuers that are in default.
5. 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 Risks of Non-U.S.
Investments" in the summary section of the prospectus noting that
lack of information and less market regulation may affect the
value of securities of non-U.S. issuers and that withholding and
other non-U.S. taxes may decrease the Fund's return.
2. 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 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.
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3. 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 Objectives 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 noting that the Fund will
provide at least 30 days' notice prior to implementing any change
to its investment objective.
2. Comment: The Staff requested that the Registrant revise the section titled
"Non-U.S. Investments" to restate the limitations on the Fund's
investments in securities of non-U.S. issuers and emerging
markets issuers.
Response: The Registrant has revised the section titled "Non-U.S.
Investments" to restate the limitations on the Fund's investments
in securities of non-U.S. issuers and emerging markets issuers.
3. 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.
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Response: The Registrant has revised 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.
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. 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 because the SEC, SEC Staff or
other authority must take affirmative action to permit such
investment. Accordingly, the Registrant respectfully submits that
no change to the Fund's concentration policy is required.
Furthermore, the Registrant notes that the Fund may not change
its concentration policy without shareholder approval, and that
the current formulation of the Fund's concentration policy was
approved by the Fund's shareholders at a meeting held on May 20,
2008. The Fund also notes that the Staff reviewed the current
formulation of the Fund's concentration policy prior to the
submission of the policy to shareholders for approval.
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 revised the disclosure regarding tax-exempt
funds that invest 80% of their assets in tax-exempt securities to
clarify that such funds characterize investments in securities
the interest upon which is paid from revenue of similar type
projects by the type or types of projects.
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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 revised the disclosure referenced by the Staff
to state that "as of the date of the SAI, the Fund relies
primarily on the MSCI Global Industry Classification Standard
(GICS) classifications, and, with respect to securities for which
no industry classification under GICS is available or for which
the GICS classification is determined not to be appropriate, the
Fund may use industry classifications published by another
source, which, as of the date of the SAI, is Bloomberg L.P. As of
the date of the SAI, the Fund's adviser may assign an industry
classification for an exchange-traded fund in which the Fund
invests based on the constituents of the index on which the
exchange-traded fund is based. The Fund may change any source
used for determining industry classifications without shareholder
approval."
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
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