BINGHAM McCUTCHEN LLP
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
March 25, 2014
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 II (File Nos. 333-110037; 811-21460)
Registration Statement 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. 25
to the Registration Statement on Form N-1A of Pioneer Series Trust II (the
"Registrant") relating to Pioneer Select Mid Cap Growth 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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II. COMMENTS APPLICABLE TO THE PROSPECTUS
A. FEES AND EXPENSES
1. COMMENT: The Staff noted that the Registrant states that the Fund may
invest in exchange-traded funds, and requested that the
Registrant confirm that the Fund does not invest in exchange-
traded funds or other investment companies to the extent that
such investments represent 0.01% or more of the Fund's expenses
and must be included in a separate acquired fund fees and
expenses line item.
RESPONSE: The Registrant confirms that the Fund does not invest in
exchange-traded funds or other investment companies to the extent
that such investments represent 0.01% or more of the Fund's
expenses and must be included in a separate acquired fund fees
and expenses line item.
B. PRINCIPAL INVESTMENT STRATEGIES
1. COMMENT: The Staff requested that the Registrant update the market
capitalization range information provided in the disclosure.
RESPONSE: The Registrant has updated the disclosure referenced by the
Staff.
C. PRINCIPAL RISKS OF INVESTING IN THE FUND
1. COMMENT: The Staff requested that the Registrant expand the disclosure
regarding risks of investing in REITs to elaborate further on the
types of REITs in which the Fund may invest and any additional
risks applicable to investing in such REITs, and to disclose that
the expenses paid by REITs that are indirectly borne by the Fund
are not reflected in the Fund's fee table.
RESPONSE: The Registrant has added disclosure to address the Staff's
comment.
D. PERFORMANCE
1. COMMENT: The Staff noted that the Fund recently participated in a
reorganization with a series of Pioneer Series Trust I (the
"predecessor fund"), and also that certain changes were made to
the Fund's principal investment strategies and benchmark index in
connection with the reorganization. The Staff suggested that the
Registrant compare the Fund's average annual total returns to the
returns of the benchmark indexes used by the predecessor fund and
the Fund prior to the reorganization.
RESPONSE: The Registrant notes that the Fund's current benchmark index and
the predecessor fund's benchmark index are the same. Thus, the
Registrant compares the Fund's average annual total returns to
the returns of the benchmark index used by the predecessor fund
prior to the reorganization.
However, the Registrant respectfully declines to compare the
Fund's average annual total returns to the returns of the
benchmark index used by the Fund prior to the reorganization.
Prior to the reorganization, the Fund invested primarily in the
securities of small companies and compared its returns to those
of an index of small companies. As a result of the
reorganization, the performance and financial history of the
predecessor fund became the performance and financial history of
the Fund. Unlike the Fund, the predecessor fund invested
primarily in the securities of mid-size companies. Furthermore,
the Fund's investment strategies changed in connection with the
reorganization, so that, like the predecessor fund, the Fund now
invests primarily in the securities of mid-size companies. Thus,
the Fund's average annual total returns reflect the Fund's
principal investment strategy to invest primarily in the
securities of mid-size companies for all periods shown. The
Fund's former focus on small companies is not reflected in the
Fund's average annual total returns. Accordingly, the Registrant
believes that it would not be useful to investors, and could be
confusing, to compare the Fund's average annual total returns to
the returns of the benchmark index used by the Fund prior to the
reorganization.
E. FINANCIAL HIGHLIGHTS
1. COMMENT: The Staff noted that the Registrant should revise the disclosure
to clarify that the independent registered public accounting firm
audited the Fund's financial information for all periods shown,
including the fiscal year ended November 30, 2013.
RESPONSE: The Registrant has revised the disclosure to address the
Staff's comment.
F. BACK COVER
1. COMMENT: The Staff requested that the Registrant revise the disclosure
on the back cover of the prospectus to identify with greater
specificity the documents being incorporated by reference,
and to include sufficient information to enable the reader to
find such documents on the Commission's EDGAR system.
RESPONSE: The Registrant has revised the disclosure to address the
Staff's comment.
III. STATEMENT OF ADDITIONAL INFORMATION
1. COMMENT: The Staff suggested that the Registrant consider adding
disclosure to address recent events in Russia and the Ukraine.
RESPONSE: The Registrant has added disclosure to address the
Staff's comment.
2. COMMENT: The Staff noted that the Registrant should revise the disclosure
with respect to the incorporation by reference of the Fund's
financial statements to indicate that such financial statements
were filed with the Commission on January 29, 2014.
RESPONSE: The Registrant has revised the disclosure to address the
Staff's comment.
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
Exhibit A
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PIONEER SERIES TRUST II
60 State Street
Boston, Massachusetts 02110
March 25, 2014
VIA EDGAR
--- -----
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Pioneer Series Trust II (File Nos. 333-110037; 811-21460)
Registration Statement on Form N-1A
Ladies and Gentlemen:
In connection with the review by the Staff of the Securities and Exchange
Commission (the "Commission") of Post-Effective Amendment No. 25 to the
Registration Statement on Form N-1A for Pioneer Series Trust II relating to
Pioneer Select Mid Cap Growth Fund, filed on January 31, 2014, 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 II
By: /s/ Christopher J. Kelley
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Name: Christopher J. Kelley
Title: Secretary