[LOGO]
VIA EDGAR
January 6, 2017
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: SEC Staff Sarbanes-Oxley Review of Filings by Pioneer Series Trust XII and
Pioneer Series Trust III
Ladies and Gentlemen:
This letter is to respond to comments received on December 2, 2016 from
Ms. Lauren Hamilton of the Staff of the Securities and Exchange Commission (the
"Commission") in connection with the Staff's review of financial statements and
other filings made by Pioneer Series Trust XII and Pioneer Series Trust III
(each, a "Registrant").
A. Pioneer Series Trust XII
1. Comment: Prospectus Strategy and Risk Disclosure: The Staff noted that
Pioneer Disciplined Growth Fund's portfolio turnover rate
increased from 49% for the fiscal year ended August 31, 2015 to
118% for the fiscal year ended August 31, 2016. The Staff
requested that the Registrant explain in its response the
reason for the variation in the Fund's portfolio turnover rate
from 2015 to 2016, and confirm that it will include high
portfolio turnover as a principal investment strategy and a
principal investment risk in the next update of the Fund's
prospectus.
Response: The Registrant notes that the variation in the Fund's portfolio
turnover rate from 2015 to 2016 reflected adjustments to the
Fund's portfolio following the appointment of a new portfolio
manager for the Fund midway through 2015. The Registrant notes
that it does not consider high portfolio turnover to be a
principal investment strategy of the Fund and, accordingly,
respectfully submits that no change to the principal investment
strategy disclosure in the Fund's prospectus is required.
However, the Registrant notes that, in light of the Fund's
recent portfolio turnover rate, high portfolio turnover is
disclosed as a principal investment risk in the Fund's
prospectus.
2. Comment: Prospectus Strategy and Risk Disclosure: The Staff noted that,
at August 31, 2016, 33.6% of Pioneer Disciplined Growth Fund's
total investments were in the Information Technology sector
and, at August 31, 2015, 32.7% of the Fund's total investments
were in the Information Technology sector. The Staff requested
that the Registrant consider if risks related to the Fund's
exposure to the Information Technology sector are adequately
disclosed in the principal risks section of the Fund's
prospectus. The Staff also noted that, if the Fund focuses its
investments in other sectors, the Registrant could also
consider including risk disclosure related to such investments
in the principal risks section of the Fund's prospectus.
Response: The Registrant confirms that it has added disclosure regarding
risks related to the Fund's exposure to the Information
Technology sector to the principal risks section of the Fund's
prospectus. The Registrant notes that, to the extent that the
Fund focuses its investments in other sectors in the future, it
will consider including risk disclosure related to investments
in such sectors.
3. Comment: Management Discussion of Fund Performance section of the funds'
financial statements ("MDFP"): The Staff noted that the expense
ratios disclosed in the MDFP are from the Pioneer Disciplined
Growth Fund's current prospectus. The Staff requested that the
Registrant add disclosure to the MDFP in future filings
referring the reader to the financial highlights for a more
current expense ratio.
Response: The Registrant confirms that it will add disclosure to the MDFP
in future filings referring the reader to the financial
highlights for a more current expense ratio.
4. Comment: Statement of Assets and Liabilities: The Staff noted that, at
August 31, 2016, other liabilities, shown in the Statement of
Assets and Liabilities as accrued expenses, represented a large
portion of Pioneer Disciplined Growth Fund's total liabilities.
The Staff requested that the Registrant confirm that all
material liabilities have been disclosed as separate line
items, in accordance with Rule 6-04(10) of Regulation S-X.
Response: The Registrant confirms that in future filings it will
delineate accrued expense liabilities as separate line items on
the balance sheet if they are material, in accordance with Rule
6-04(10) of Regulation S-X.
5. Comment: Semi-Annual Reports: The Staff noted that the Registrant filed
semi-annual reports using Edgar code "N-CSR." The Staff
requested that the Registrant file future semi- annual reports
using Edgar code "N-CSRS" to indicate that such reports are
semi-annual reports.
Response: The Registrant confirms it will file future semi-annual reports
using Edgar code "N-CSRS" to indicate that such reports are
semi-annual reports.
B. Pioneer Series Trust III
1. Comment: Prospectus Strategy and Risk Disclosure: The Staff noted that
Pioneer Disciplined Value Fund's portfolio turnover rate was
122% for the fiscal year ended August 31, 2015, and 129% for
the fiscal year ended August 31, 2016. The Staff requested that
the Registrant confirm that it will include high portfolio
turnover as a principal investment strategy and a principal
investment risk in the next update of the Fund's prospectus.
Response: The Registrant notes that the Fund's high portfolio turnover in
fiscal years 2015 and 2016 reflected adjustments to the Fund's
portfolio following the appointment of a new portfolio manager
for the Fund midway through 2015. The Registrant notes that it
does not consider high portfolio turnover to be a principal
investment strategy of the Fund and, accordingly, respectfully
submits that no change to the principal investment strategy
disclosure in the Fund's prospectus is required. However, the
Registrant notes that, in light of the Fund's recent portfolio
turnover rate, high portfolio turnover is disclosed as a
principal investment risk in the Fund's prospectus.
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2. Comment: MDFP: The Staff noted that the expense ratios disclosed in the
MDFP are from Pioneer Disciplined Value Fund's current
prospectus. The Staff requested that the add disclosure to the
MDFP in future filings referring the reader to the financial
highlights for a more current expense ratio.
Response: The Registrant confirms that it will add disclosure in the MDFP
in future filings referring the reader to the financial
highlights for a more current expense ratio.
3. Comment Statement of Assets and Liabilities: The Staff noted that, at
August 31, 2016, other liabilities, shown in the Statement of
Assets and Liabilities as accrued expenses, represented a large
portion of Pioneer Disciplined Value Fund's total liabilities.
The Staff requested that the Registrant confirm that all
material liabilities have been disclosed as separate line
items, in accordance with Rule 6-04(10) of Regulation S-X.
Response: The Registrant confirms that in future filings it will
delineate accrued expense liabilities as separate line items on
the balance sheet if they are material, in accordance with Rule
6-04(10) of Regulation S-X.
4. Comment Notes to the Financial Statements: The Staff noted that the
Registrant states in the Notes to the Financial Statements that
Pioneer Investment Management, Inc. ("PIM"), Pioneer
Disciplined Value Fund's investment adviser, has contractually
agreed to limit ordinary operating expenses of the Fund to the
extent required to reduce Fund expenses to 1.20%, 2.10%, 1.40%
and 0.85% and of the average daily net assets attributable to
Class A, Class C, Class R and Class Y shares, respectively. The
Staff requested that, if applicable, the Registrant disclose in
future filings the terms under which fees previously
waived/reimbursed may be recouped, and confirm that any
recoupment is limited to three years from the date of the
waiver/reimbursement. The Staff requested that, if fees
previously waived/reimbursed are not subject to recoupment, the
Registrant consider disclosing that fact in future filings.
Response: The Registrant confirms that PIM has no ability to recoup any
amounts waived or expenses reimbursed with respect to the Fund.
The Registrant submits that disclosure that fees previously
waived/reimbursed are not subject to recoupment is not required
and respectfully declines to add such disclosure.
5. Comment Notes to the Financial Statements: The Staff noted that the
Registrant states in the Notes to the Financial Statements that
included in "Due to affiliates" reflected on the Statement of
Assets and Liabilities is $20,674 in management fees,
administrative costs and certain other reimbursements payable
to PIM at August 31, 2016. The Staff requested that the
Registrant confirm in its response how frequently the "Due to
affiliates" and "Due from PIM" accounts are settled.
Response: The Registrant confirms that the "Due to affiliates" and "Due
from PIM" accounts are settled monthly.
6. Comment Semi-Annual Reports: The Staff noted that the Registrant filed
semi-annual reports using Edgar code "N-CSR." The Staff
requested that the Registrant file future semi- annual reports
using Edgar code "N-CSRS" to indicate that such reports are
semi-annual reports.
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Response: The Registrant confirms it will file future semi-annual reports
using Edgar code "N-CSRS" to indicate that such reports are
semi-annual reports.
Please contact me directly at 617-422-4468 if you require any further
clarification.
Very truly yours,
/s/ Mark E. Bradley
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Mark E. Bradley
Treasurer, Pioneer Funds
cc: Michael Melnick
Christopher Frazier
Christopher Kelley
Thomas Reyes
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