MORGAN, LEWIS & BOCKIUS LLP
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
November 26, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Pioneer Asset Allocation Trust (File Nos. 333-114788; 811-21569)
Registration Statement on Form N-1A
Ladies and Gentlemen:
This letter is to respond to comments we received from Ms. Alison White
of the Staff of the Division of Investment Management of the Securities and
Exchange Commission (the "Commission") regarding Post-Effective Amendment
No. 19 to the Registration Statement on Form N-1A of Pioneer Asset Allocation
Trust, with respect to its series Pioneer Solutions - Conservative Fund,
Pioneer Solutions - Balanced Fund and Pioneer Solutions - Growth Fund (each, a
"Fund"). Following are the Staff's comments and the Registrant's responses
thereto:
A. General Comments
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 update the Funds'
series and class identifiers on EDGAR to reflect each Fund's
new name.
Response: The Registrant confirms that it will update the Funds' series
and class identifiers on EDGAR to reflect each Fund's new name.
3. Comment: The Staff requested that the Registrant update the powers of
attorney filed as exhibits to the Registration Statement to
reflect the new names of the Registrant and each Fund.
Response: The Registrant confirms that it will update the powers of
attorney filed as exhibits to the Registration Statement to
reflect the new names of the Registrant and each Fund.
4. Comment: The Staff requested that the Registrant confirm that the
disclosure required by Item 9(d) and Item 10(a)(2) of Form N-1A
are included in the prospectus.
Response: The Registrant has added disclosure to address the Staff's
comment.
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5. Comment: The Staff requested that, if a Fund has control over an
affiliated underlying fund's investment strategies, the
Registrant provide appropriate disclosure in the prospectus.
Response: The Registrant notes that no Fund has control over an
affiliated underlying fund's investment strategies and,
accordingly, respectfully submits that no change to the
disclosure is required.
B. Summary Section for Pioneer Solutions - Conservative Fund
1. Comment: The Staff requested that the Registrant confirm that the
footnotes to the fee table are numbered in the version of the
prospectus sent to investors.
Response: The Registrant confirms that the footnotes to the fee table
will be numbered in the version of the prospectus sent to
investors.
2. Comment: The Staff requested that the Registrant confirm, if true, that
the fee waivers reflected in the fee table are reflected in the
expense example only for the periods during which they are in
place.
Response: The Registrant confirms that the fee waivers reflected in the
fee table are reflected in the expense example only for the
periods during which they are in place.
3. Comment: The Staff requested that the Registrant disclose in the summary
section the Fund's target allocation for equity, fixed income,
short term and alternative investments.
Response: The Registrant has added disclosure to clarify that the Fund
does not have target ranges for the allocation of assets among
asset classes or individual underlying funds and, accordingly,
the fund's exposure to different asset classes and allocations
among underlying funds will change from time to time.
4. Comment: The Staff requested that the Registrant disclose in the summary
section the maturity and credit ratings of the fixed income
securities in which the underlying funds may invest.
Response: The Registrant has added disclosure to address the Staff's
comment.
5. Comment: The Staff requested that the Registrant add disclosure to
explain what are "market neutral" and "relative value"
strategies.
Response: The Registrant has added disclosure to address the Staff's
comment.
6. Comment: The Staff requested that the Registrant add disclosure to
explain what are "strategic asset allocation" and "tactical
asset allocation," and to explain the differences between them.
Response: The Registrant has added disclosure to address the Staff's
comment.
7. The Staff noted that the Registrant states that the Fund may, but is not
required to, use derivatives.
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a. Comment: The Staff requested that the Registrant revise the disclosure
so it is not overly-broad and is specific as to the types of
derivative instruments the Fund intends to use in implementing
its principal investment strategies. In that regard, the Staff
requested that the Registrant bear in mind the observations and
concerns 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 acknowledges the Staff's comment. The
Registrant notes that it believes that the disclosure regarding
the Fund's use of derivatives addresses the observations and
concerns noted in the letter from the Division of Investment
Management to the ICI regarding derivatives-related disclosure
by investment companies.
b. Comment: The Staff also noted that when the Fund invests in derivatives,
including total return swaps and credit default swaps, it must
set aside an appropriate amount of assets to cover its
obligations with respect to these instruments (see generally,
Investment Company Act Release No. 10666). The Staff requested
that the Registrant disclose in an appropriate location in the
Registration Statement an explanation as to how the Fund will
segregate assets to meet its obligations under Section 18 of
the Investment Company Act of 1940, as amended.
Response: The Registrant notes that it currently discloses that the
Funds' custodian or Pioneer will segregate liquid assets in an
amount required to comply with the 1940 Act. The Registrant
respectfully submits that no additional disclosure is required.
c. Comment: The Staff requested that the Registrant include an affirmative
statement that if the Fund sells or writes credit default
swaps, it will segregate liquid assets at least equal to the
full notional value of such credit default swaps to meet the
Fund's asset coverage obligations.
Response: The Registrant has added disclosure to address the Staff's
comment.
d. Comment: Regarding the Fund's use of derivatives, the Staff further
noted that Registrant should be aware that the Commission has
issued Investment Company Act Release No. 29776 (August 31,
2011) regarding the use of derivatives, and the Commission
could, in the future, issue further guidance that could affect
the Fund's use of derivatives.
Response: The Registrant acknowledges the Staff's comment.
8. Comment: The Staff requested that the Registrant revise in plain English
the paragraph of the summary section beginning "the adviser may
use derivative strategies designed to isolate sources of return
associated with specific investment opportunities that are not
generally correlated with directional, market-oriented return."
Response: The Registrant notes that it believes that the disclosure
referenced by the Staff accurately describes the derivatives
strategies that may be used by the Fund, and that no change to
the disclosure is required.
9. Comment: The Staff suggested that the Registrant consider revising the
principal risk disclosures in the summary section to focus on
those risks that in the aggregate affect the Fund,
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bearing in mind that the disclosure should summarize the
disclosure provided in response to Item 9 of Form N-1A. The
Staff noted that many of the "risks of investing in the
underlying funds" provided in the summary section do not
correspond directly to the disclosure regarding the Fund's
principal investment strategies.
Response: The Registrant has revised the disclosure to address the
Staff's comment.
10. Comment: The Staff noted that the derivatives risk factor is listed as
a risk of the underlying funds and should be listed as a risk
of the Fund.
Response: The Registrant has revised the disclosure to address the
Staff's comment.
11. Comment: The Staff requested that the Registrant explain the basis for
including an expense risk factor.
Response: The Registrant respectfully submits that the risk that Fund
expense ratios may increase from those shown in the fee table,
for example as a result of volatile markets or an increase in
underlying fund expenses, is material to investors.
C. Summary Sections for Pioneer Solutions - Balanced Fund and Pioneer
Solutions - Growth Fund
1. Comment: The Staff requested that the Registrant delete footnote 2 to
the fee table for each of Pioneer Solutions - Balanced Fund
and Pioneer Solutions - Growth Fund because the fee waiver
arrangements discussed in the footnote are not reflected in
the fee table.
Response: The Registrant has revised the disclosure to address the
Staff's comment.
2. Comment: The Staff requested that the Registrant revise the investment
strategies and risk disclosure for each of Pioneer Solutions -
Balanced Fund and Pioneer Solutions - Growth Fund to reflect
the Staff's comments to the corresponding disclosure for
Pioneer Solutions - Conservative Fund. In this regard, the
Staff noted that each Fund's investment strategies and risk
disclosure appeared to be identical. The Staff requested that
the Registrant clarify the disclosure so as to enable an
investor to understand the differences between the Funds.
Response: The Registrant has revised the disclosure to address the
Staff's comment.
3. Comment: The Staff requested that the Registrant reconcile the
volatility levels for each Fund disclosed in the "More on Each
Fund's Investment Objectives and Strategies" section with the
volatility levels disclosed in the summary sections.
Response: The Registrant has revised the disclosure in the summary
sections to reflect the volatility levels for each Fund
disclosed in the "More on Each Fund's Investment Objectives
and Strategies" section.
D. How to Sell Shares
1. Comment: The Staff requested that the Registrant include disclosure
under "How to Sell Shares" indicating that a Fund may pay
redemption proceeds in-kind and that shareholders would incur
brokerage fees, taxes and other expenses if a Fund makes an
in-kind distribution. The Staff noted that the Registrant
currently includes comparable
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disclosure in the statement of additional information. In
addition, the Staff requested that, if the Fund may make an
in-kind distribution of illiquid securities to satisfy
redemption requests, the Registrant provide appropriate
disclosure, including disclosure that shareholders may not be
able to sell illiquid securities.
Response: The Registrant notes that disclosure regarding payment of
redemption proceeds in-kind is currently included in the
prospectus under "Other Policies." The Registrant notes that it
does not currently intend to make an in-kind distribution of
illiquid securities to satisfy redemption requests. The
Registrant respectfully submits that no change to the
disclosure is required.
E. Statement of Additional Information
1. Comment: The Staff requested that the Registrant confirm or, if
appropriate, revise the statement under "Investment Policies,
Risks and Restrictions" that "the trust consists of four funds."
Response: The Registrant has revised the disclosure to address the
Staff's comment.
2. Comment: The Staff requested that the Registrant confirm or, if
appropriate, revise the reference to Ibbotson Associates, Inc.
under "Disclosure of Portfolio Holdings."
Response: The Registrant has revised the disclosure to address the
Staff's comment.
3. Comment: The Staff requested that the Registrant confirm supplementally
that each Fund looks through to the underlying funds in which
it invests for purposes of determining the Fund's compliance
with its concentration policy.
Response: The Registrant respectfully submits that it is not aware of a
requirement to look through to underlying funds for purposes of
determining compliance with each Fund's concentration policy.
4. Comment: The Staff noted that the Registrant states that the Governance
and Nominating Committee may, on an informal basis, consider
any recommendations for trustee nominees submitted by the
Funds' shareholders. The Staff requested that the Registrant
describe the procedures a shareholder would follow to submit
such a recommendation in accordance with Item 16(b)(2)(iv) of
Form N-1A.
Response: The Registrant has added disclosure to address the Staff's
comment.
5. Comment: The Staff noted that the Registrant states under "Compensation
of Portfolio Managers" that "the quantitative investment
performance calculation is based on pre-tax investment
performance of all of the accounts managed by the portfolio
manager (which includes the fund and any other accounts managed
by the portfolio manager)." The Staff requested that the
Registrant revise the disclosure to clarify if the reference to
"the fund" is intended to refer to all three Funds, or a
particular Fund.
Response: The Registrant has revised the disclosure to address the
Staff's comment.
6. Comment: The Staff requested that the Registrant confirm or, if
appropriate, revise the reference to Ibbotson Associates, Inc.
under "Portfolio Transactions."
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Response: The Registrant has revised the disclosure to address the
Staff's comment.
7. Comment: The Registrant notes that under "Description of Shares," the
Registrant states that each Fund may involuntarily redeem a
shareholder's shares under certain conditions as may be
determined by the trustees. The Staff requested that the
Registrant specify the conditions under which a Fund may
involuntarily redeem shares. The Staff further requested that
the Registrant include applicable disclosure in the prospectus
in accordance with Item 11(c)(5) of Form N-1A.
Response: The Registrant notes that its Declaration of Trust provides
that the Trustees may redeem shares for any reason, subject to
the provisions of the 1940 Act. The Registrant notes that, in
accordance with Form N-1A, it currently discloses in both the
prospectus and the statement of additional information that the
Funds may redeem shares automatically without action by
shareholders in connection with the closing of small accounts,
a shareholder's failure to provide a Fund with identification
required by law, and the Funds' inability to verify information
received from a shareholder. The Registrant respectfully
submits that additional disclosure is not required.
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
PIONEER ASSET ALLOCATION TRUST
60 State Street
Boston, Massachusetts 02110
November 26, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Pioneer Asset Allocation Trust (File Nos. 333-114788; 811-21569)
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. 19 to
the Registration Statement on Form N-1A of Pioneer Asset Allocation Trust
(the "Registrant"), with respect to its series Pioneer Solutions - Conservative
Fund, Pioneer Solutions - Balanced Fund and Pioneer Solutions - Growth Fund,
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 Asset Allocation Trust
By: /s/Christopher J. Kelley
------------------------
Name: Christopher J. Kelley
Title: Secretary