BINGHAM McCUTCHEN LLP
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
July 29, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Pioneer Short Term Income Fund (File Nos. 333-114423; 811-21558)
Pioneer Series Trust X (File Nos. 333-89354; 811-21108)
Registration Statements on Form N-1A
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. 13 to the Registration Statement on Form N-1A for Pioneer Short Term Income
Fund and Post-Effective Amendment No. 31 to the Registration Statement on Form
N-1A for Pioneer Series Trust X (the "Registrant") relating to Pioneer
Multi-Asset Ultrashort Income Fund. Following are the Staff's comments and the
Registrant's responses thereto:
I. GENERAL COMMENT
1. COMMENT: The Staff asked that the Registrants provide a letter to the
Commission that includes certain "Tandy" acknowledgments with the
Registrants' 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. PIONEER SHORT TERM INCOME FUND
A. FEES AND EXPENSES OF THE FUND
1. COMMENT: The Staff requested that the Registrant clarify that the
restatement of the management fee and 12b-1 fees in the fee table
reflect purely contractual changes and not changes resulting from
economies of scale by revising footnote 1 to state "restated to
reflect current CONTRACTUAL fees."
RESPONSE: The Registrant has revised the disclosure to address the Staff's
comment.
B. PRINCIPAL INVESTMENT STRATEGIES
1. COMMENT: The Staff requested that the Registrant add disclosure to clarify
the extent to which the Fund may invest in debt securities of
issuers across all industries and market sectors and to reflect
any focus on a particular group of industries or type of issuer.
RESPONSE: The Registrant has added disclosure to address the Staff's
comment.
2. 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
3. COMMENT: The Staff noted that the Registrant currently states that "the
Fund may invest up to 10% of its net assets in below investment
grade debt securities (known as 'junk bonds'). The Fund may
invest in securities that are in default, subordinated debt
securities and event-linked bonds." The Staff suggested that, if
accurate, the Registrant clarify that subordinated debt
securities and event-linked bonds are not necessarily counted
towards the 10% limit on below investment grade debt securities
by moving the second sentence noted above so that it precedes the
first sentence.
RESPONSE: The Registrant has revised the disclosure to address the Staff's
comment.
C. PURCHASE AND SALE OF FUND SHARES
1. COMMENT: The Staff noted that the Registrant states that a shareholder may
purchase, exchange or sell shares by contacting the Fund's
transfer agent at a post office box address. The Staff requested
that the Registrant add disclosure in the Statutory Prospectus to
highlight the potential delay in the processing of purchase,
exchange and redemption orders that are mailed to a post office
address.
RESPONSE: The Registrant has added disclosure to address the Staff's
comment.
D. MANAGEMENT AGREEMENT
1. COMMENT: The Staff requested that the Registrant confirm that it will file
an updated form of management agreement as an exhibit to the
Registration Statement after the management agreement is
considered by the Fund's Board of Trustees in connection with the
agreement's annual renewal.
RESPONSE: The Registrant confirms that it will file an updated form of
management agreement as an exhibit to the Registration Statement
after the management agreement is considered by the Fund's Board
of Trustees in connection with the agreement's annual renewal.
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III. PIONEER MULTI-ASSET ULTRASHORT INCOME FUND
A. PRINCIPAL INVESTMENT STRATEGIES
1. COMMENT: The Staff requested that the Registrant add disclosure to clarify
the extent to which the Fund may invest in debt securities of
issuers across all industries and market sectors and to reflect
any focus on a particular group of industries or type of issuer.
RESPONSE: The Registrant has added disclosure to address the Staff's
comment.
2. The Staff noted that the Registrant states that:
The Fund also considers as floating rate instruments, and the Fund may
invest without limit in, adjustable rate securities, fixed rate
securities with durations of less than or equal to one year, funds that
invest primarily in floating rate instruments, and fixed rate securities
with respect to which the Fund has entered into derivative instruments
to effectively convert the fixed rate interest payments into floating
rate interest payments. The Fund considers these investments as economic
equivalents of floating rate instruments. The Fund also may invest in
other derivative instruments that are related to floating rate
instruments or have economic characteristics similar to floating rate
instruments for purposes of satisfying the 80% requirement.
a. COMMENT: `The Staff requested that the Registrant confirm that it means
"duration" and not "maturity" with respect to the statement that
the Fund considers "fixed rate securities with durations of less
than or equal to one year" as floating rate instruments.
RESPONSE: The Registrant confirms that it means "duration" and not
"maturity" with respect to the statement that the Fund considers
"fixed rate securities with durations of less than or equal to
one year" as floating rate instruments.
b. COMMENT: With respect to the statement that the Fund considers "funds that
invest primarily in floating rate instruments" as floating rate
instruments, the Staff requested that the Registrant confirm
that, to the extent such investments represent 0.01% or more of
the Fund's expenses, the expenses will be presented as acquired
fund fees and expenses under a separate line item in the Fund's
fee table.
RESPONSE: The Registrant confirms that, to the extent that investments in
funds that invest primarily in floating rate instruments
represent 0.01% or more of the Fund's expenses, the expenses will
be presented as acquired fund fees and expenses under a separate
line item in the Fund's fee table.
c. COMMENT: The Staff noted that the disclosure contemplates a heightened use
of derivatives by the Fund, and 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.
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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
d. COMMENT: The Staff noted that the Registrant states that the Fund may
invest in derivative instruments "that are related to floating
rate instruments" for purposes of satisfying the 80% requirement.
The Staff requested that the Registrant revise the disclosure to
clarify what it means by "related to floating rate instruments"
and explain how such instruments are the economic equivalent of
floating rate instruments.
RESPONSE: The Registrant notes that it has deleted the disclosure referred
to by the Staff.
3. COMMENT: The Staff noted that the Registrant states that "under normal
circumstances, the Fund's average portfolio duration will be less
than two years." The Staff also noted that the Registrant states
that "the Fund does not have a targeted maturity range for its
portfolio." The Staff suggested that the Registrant consider
adding disclosure to further clarify what is meant by "duration"
and "maturity."
RESPONSE: The Registrant has added disclosure regarding what is meant by
"maturity" to address the Staff's comment. The Registrant notes
that disclosure regarding what is meant by "duration" is already
included in the prospectus and respectfully submits that further
disclosure is not required.
B. PURCHASE AND SALE OF FUND SHARES
1. COMMENT: The Staff noted that the Registrant states that a shareholder may
purchase, exchange or sell shares by contacting the Fund's
transfer agent at a post office box address. The Staff requested
that the Registrant add disclosure in the Statutory Prospectus to
highlight the potential delay in the processing of purchase,
exchange and redemption orders that are mailed to a post office
address.
RESPONSE: The Registrant has added disclosure to address the Staff's
comment.
C. MANAGEMENT AGREEMENT
1. COMMENT: The Staff requested that the Registrant confirm that it will file
an updated form of management agreement as an exhibit to the
Registration Statement after the management agreement is
considered by the Fund's Board of Trustees in connection with the
agreement's annual renewal.
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RESPONSE: The Registrant confirms that it will file an updated form of
management agreement as an exhibit to the Registration Statement
after the management agreement is considered by the Fund's Board
of Trustees in connection with the agreement's annual renewal.
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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