BINGHAM McCUTCHEN LLP
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
December 6, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Pioneer Series Trust V (File Nos. 333-129005; 811-21823)
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. 16 to the Registration Statement on Form N-1A of Pioneer Series Trust V
(the "Registrant") relating to Pioneer Long/Short Global Bond Fund and Pioneer
Long/Short Opportunistic Credit 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.
II. Comments Applicable to Each Fund's Prospectus
A. Fees and Expenses
1. Comment: The Staff requested that the Registrant confirm that each 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,
and that estimated expenses related to investments in other
investment companies are reflected in the Other Expenses line
item.
Response: The Registrant confirms that each 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, and that estimated
expenses related to investments in other investment companies
are reflected in the Other Expenses line item.
2. Comment: The Staff requested that the Registrant confirm in its response
that the adviser has no ability to recoup any amounts waived or
expenses reimbursed under the contractual expense limitation
arrangement discussed in Footnote 2 to the Fee Table for each
Fund.
Response: The Registrant confirms that the adviser has no ability to
recoup any amounts waived or expenses reimbursed under the
contractual expense limitation arrangement discussed in Footnote
2 to the Fee Table for each Fund.
3. Comment: The Staff noted that the Registrant states that the contractual
expense limitation arrangement for each Fund may be terminated
for a class of a Fund only by agreement of the adviser and the
Board of Trustees. The Staff requested that the Registrant
confirm in its response that the Board of Trustees does not
intend to terminate either arrangement during the next twelve
months.
Response: The Registrant confirms that it has not been informed that the
Board of Trustees intends to terminate the contractual expense
limitation arrangement with respect to either Fund during the
next twelve months.
B. Principal Investment Strategies
1. The Staff noted that the Registrant states that, normally, each Fund
invests at least 80% of its net assets (plus the amount of borrowings,
if any, for investment purposes) in debt instruments and related
derivative instruments.
a. Comment: The Staff requested that the Registrant revise "related
derivative instruments" to state "derivative instruments that
have economic characteristics similar to debt instruments."
Response: The Registrant has revised the disclosure with respect to the
Staff's comment.
b. Comment: The Staff noted that, with respect to each Fund, the
Registrant should confirm that the Fund's 80% investment
policy is a fundamental policy or disclose that the Fund has
adopted a policy to provide the Fund's shareholders with at
least 60 days prior notice any change in the policy, in
accordance with Rule 35d-1.
Response: The Registrant has added disclosure to confirm that each
Fund's 80% policy is not a fundamental policy and that each
Fund has adopted a policy to provide shareholders with at
least 60 days prior notice any change in the policy.
2. Comment: The Staff noted that the Registrant states that each Fund may
invest in mortgage-related or mortgage-backed securities. The
Staff requested that the Registrant confirm in its response
that neither Fund intends to invest in synthetic CDOs or
similar types of securities, or specifically disclose such
investments in each Fund's investment strategy disclosure.
Response: The Registrant has added disclosure to address the Staff's
comment.
3. The Staff noted that under normal circumstances, the average portfolio
duration of Pioneer Long/Short Global Bond Fund will be between negative
three years and positive three years, and the average portfolio duration
of Pioneer Opportunistic Long/Short Credit Fund will be between negative
four years and positive four years.
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a. Comment: The Staff suggested that the Registrant include a brief
illustration of duration, such as the expected impact of a 1%
increase in interest rates on the Fund's portfolio.
Response: The Registrant has added disclosure to address the Staff's
comment.
b. Comment: The Staff requested that the Registrant clarify how the
adviser will determine where to position each Fund's average
portfolio duration along the indicated negative three/four
year and positive three/four year spectrum.
Response: The Registrant has added disclosure to address the Staff's
comment.
4. Comment: The Staff noted that each Fund may invest in REITs. The Staff
noted that if investment in REITs is a principal investment
strategy, the Registrant should include a separate risk
factor related to investment in REITs.
Response: The Registrant has revised the disclosure to address the
Staff's comment.
5. The Staff noted that the Registrant states that each Fund may invest
substantially in non-U.S. securities, including securities of emerging
market issuers.
a. Comment: The Staff requested that the Registrant specify the maximum
percentage of Pioneer Opportunistic Long/Short Credit Fund's
assets that can be invested in foreign issuers generally and
in emerging market issuers specifically, or disclose that
there is no limit on such investments.
Response: The Registrant has revised the disclosure to address the
Staff's comment.
b. Comment: The Staff requested that the Registrant disclose the maximum
percentage of Pioneer Long/Short Global Bond Fund's assets
that can be invested in emerging markets securities or
disclose that there is no limit on such investments.
Response: The Registrant has revised the disclosure to address the
Staff's comment.
6. Comment: The Staff requested that the Registrant include an
undertaking in its response to the Staff's comments that, to
the extent that either Fund's investments in any one region
or country represent a material percentage of the Fund's
assets, the Registrant will supplement such Fund's prospectus
to disclose the specific risks of investing in such region or
country.
Response: The Registrant undertakes that, to the extent that either
Fund's investments in any one region or country represent a
material percentage of the Fund's assets, the Registrant will
supplement such Fund's prospectus to disclose the specific
risks of investing in such region or country.
7. Comment: The Staff requested that the Registrant add disclosure to
identify the minimum number of countries in which Pioneer
Long/Short Global Bond Fund will invest. The Staff noted that
if such minimum number is less than three, the Registrant
should explain why that would be appropriate for a fund that
includes "global" in its name.
Response: The Registrant has added disclosure to address the Staff's
comment.
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8. Comment: The Staff requested that the Registrant confirm in its
response to the Staff's comments that the disclosure in the
prospectus regarding each Fund's use of derivatives addresses
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, particularly as such observations
relate to tailored disclosure regarding a fund's use of
derivatives. Alternatively, the Staff suggested that the
Registrant further tailor the disclosure as to how each Fund
intends to use specific derivative instruments in
implementing its principal investment strategies.
Response: The Registrant confirms that the disclosure in each Fund's
prospectus regarding the Fund's use of derivatives addresses
the observations and concerns noted in the letter from the
Division of Investment Management to the Investment Company
Institute regarding derivatives-related disclosure by
investment companies.
9. Comment: The Staff noted that the Registrant states that each Fund may
engage in short sales "to enhance total return," and
requested that the Registrant clarify the extent to which
each Fund intends to use short sales for speculative purposes.
Response: The Registrant has revised the disclosure to address the
Staff's comment.
C. Principal Risks
1. Comment: The Staff requested that the Registrant expand the risk
disclosure regarding derivatives to address specifically the
types of derivatives each Fund intends to use and the risks
applicable to such instruments.
Response: The Registrant has revised the disclosure with respect to the
Staff's comment.
2. Comment: The Staff noted that each Fund may invest in below investment
grade securities, including securities in default. The Staff
requested that the risks of investing in securities in
default be addressed specifically in the junk bond risk
factor.
Response: The Registrant has revised the disclosure to address the
Staff's comment.
3. Comment: The Staff noted that each Fund's investments may include
instruments that allow for balloon payments or negative
amortization payments, and requested that the Registrant
include separate risk factors with respect to such
instruments.
Response: The Registrant has revised the disclosure to address the
Staff's comment.
4. Comment: The Staff noted that the Registrant states under "Extension
Risk" that during periods of rising interest rates, the
average life of certain types of securities may be extended
because of slower than expected principal payments. This may
lock in a below market interest rate, increase the security's
duration and reduce the value of the security. The Staff
requested that the Registrant consider replacing the word
"duration" with "actual maturity" or "estimated maturity" to
avoid inconsistency with the disclosure regarding duration in
each Fund's principal investment strategy section.
Response: The Registrant respectfully submits that "duration" is the
correct term to use in the disclosure referenced by the
Staff, but notes that it has revised the disclosure to make it
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more consistent with the disclosure
regarding duration in each Fund's principal
investment strategy section.
D. More on each Fund's Principal Investment Strategies
1. Comment: The Staff requested that the Registrant include the word
"junk" in the heading for the "Below Investment Grade
Securities" paragraph.
Response: The Registrant has revised the disclosure to address the
Staff's comment.
E. Management Fee
1. Comment: The Staff requested that the Registrant revise the disclosure
regarding each Fund's management fee schedule to clarify that
the word "assets" in the description of the breakpoint in
each Fund's fee schedule is intended to mean "average daily
net assets."
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
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