Correspondence 0000276776-24-000038 from Pioneer Series Trust VI (CIK 0001380192)
Pioneer Series Trust VI (CIK 0001380192)
Date: Feb. 26, 2024 · CIK: 0001380192 · Accession: 0000276776-24-000038
AI Filing Summary & Sentiment
File numbers found in text: 333-138560, 811-21978
Letter
Re:Pioneer Series Trust VI Post-Effective Amendment to Registration Statement on Form N-1A File Nos. 333-138560; 811-21978
<PAGE>
MORGAN, LEWIS & BOCKIUS LLP ONE FEDERAL STREET BOSTON, MASSACHUSETTS 02110
February 26, 2024
VIA EDGAR
Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, D.C. 20549
Ladies and Gentlemen:
This letter is to respond to comments we received from Ms. Lisa Larkin of the Staff of the Division of Investment Management of the Securities and Exchange Commission regarding Post-Effective Amendment No. 42 to the Registration Statement on Form N-1A of Pioneer Series Trust VI, with respect to its series Pioneer Equity Premium Income Fund (the "Fund"). Following are the Staff's comments and the Fund's responses thereto.
1. Comment: The Staff requested that the Fund confirm that it will update its EDGAR series and class identifiers in its Rule 485(b) filing to reflect the Fund's new name.
Response: The Fund confirms that it will update its EDGAR series and class identifiers in its Rule 485(b) filing to reflect the Fund's new name.
2. Comment: The Staff requested that the Fund confirm if any fees have been restated in connection with the changes to the Fund's principal investment strategies and, if applicable, to include a footnote to the fee table with respect to any such restatement of fees.
Response: The Fund confirms that it has not restated any fees in connection with the changes to the Fund's principal investment strategies and that no change to the fee table disclosure is required.
3. Comment: The Staff requested that the Fund add disclosure to the registration statement that the Fund has adopted a policy to provide the Fund's shareholders with at least 60 days prior notice of any change to the Fund's 80% policy, or that such 80% policy is fundamental, as applicable.
Response: The Fund confirms that it will add disclosure to the registration statement stating that the Fund will provide notice to shareholders at least 60 days prior to any change to its policy to invest at least 80% of its assets in equity securities and equity-related investments.
<PAGE>
4. Comment: The Staff noted that the Fund defines equity securities and equity-related investments as including "equity-linked notes ("ELNs") and other equity-linked securities." The Staff requested that the Fund add disclosure to specify such "other equity-linked securities" or delete the reference to "other equity-linked securities."
Response: The Fund will delete the reference to "other equity-linked securities" in the disclosure referenced by the Staff.
5. Comment: The Staff requested that the Fund supplementally explain why the Fund believes that it is appropriate to consider an ELN as an equity security for purposes of the Fund's 80% test, given that ELNs appear to have a fixed income component.
Response: The Fund believes that it is appropriate to consider an ELN as an equity security for purposes of the Fund's 80% test because, while an ELN is structured as a note, the ELNs in which the Fund invests provide investment exposure to the investment performance of the equity security or securities underlying the ELNs, as well as investment exposure to the one or more of the market risk factors associated with the equity security or securities underlying the ELNs. As discussed in the prospectus, an ELN's performance is tied to the performance of one or more underlying reference securities (usually a single stock, a basket of stocks or a stock index). In addition, as noted in the prospectus, an ELN retains the downside risk associated with the underlying reference securities. In this respect, the Fund treats an ELN in a similar manner to a derivative instrument that provides investment exposure to equity securities, or investment exposure to one or more of the market risk factors associated with investments in equity securities, consistent with Rule 35d-1(b)(2) under the Investment Company Act of 1940, as amended.
6. Comment: The Staff noted that the Fund states that "although the Fund focuses on investments that offer a stream of income, the Fund may invest in securities and instruments that are not income-producing for purposes of seeking capital appreciation or managing risk or other portfolio characteristics, and securities are not selected based on anticipated dividend payments." The Staff requested that the Fund revise this disclosure to clarify to what the disclosure refers.
Response: The Fund will revise the disclosure to state that:
"The Fund focuses on investments that offer a stream of income. The Fund's investments in ELNs are intended to generate current income based on the interest rate paid by the ELNs. In addition to investments that offer a stream of income, the Fund may also invest in securities and instruments that are not income- producing, subject to its 80% policy with respect to investment in equity securities and equity-related investments. The Fund may invest in securities and instruments that are not income-producing for purposes of seeking capital appreciation or managing risk or other portfolio characteristics, and such securities are not selected based on anticipated dividend payments."
<PAGE>
7. The Staff had the following comments with respect to the Fund's investments in master limited partnerships ("MLPs"):
a. Comment: The Staff requested that the Fund add disclosure regarding the risks of investing in energy sectors.
Response: The Fund notes that it currently includes the following disclosure regarding risks of investing energy sectors in the master limited partnerships risk factor:
"Energy and natural resources master limited partnerships may be adversely impacted by the volatility of commodity prices. A downturn in the energy, natural resources or real estate sectors of the economy could have an adverse impact on the fund. At times, the performance of securities of companies in the energy, natural resources and real estate sectors of the economy may lag the performance of other sectors or the broader market as a whole."
In addition, the Fund will add the following disclosure regarding the risks of investing in energy sectors to the market segment risk factor:
"Industries in the energy segment, such as those engaged in the development, production and distribution of energy resources, can be significantly affected by supply and demand both for their specific product or service and for energy products in general. The energy sector is cyclical and highly dependent on commodity prices, which can change rapidly. The price of oil, gas and other consumable fuels, exploration and production spending, government regulation, energy conservation efforts, environmental policies, depletion of resources, concerns about global warming trends, interest rate sensitivity, world events and economic conditions likewise will affect the performance of companies in these industries. Companies in the energy infrastructure sector may be adversely affected by natural disasters or other catastrophes. These companies may be at risk for environmental damage claims and other types of litigation."
b. Comment: The Staff requested that the Fund add disclosure to the following effect:
i. "If the Fund retains an MLP investment until the basis is reduced to zero, subsequent distributions from the MLP will be taxable to the Fund at ordinary income rates."
ii."If an MLP in which the Fund invests amends its partnership tax return, shareholders may receive a corrected Form 1099 from the Fund which would, in turn, require shareholders to amend their own federal, state or local tax returns."
Response: The Fund will add the disclosure requested by the Staff to the master limited partnerships risk factor. As revised, the master limited partnership risk factor will state:
<PAGE>
"Investments in securities of master limited partnerships can be less liquid than, and involve other risks that differ from, investments in common stock. Holders of the units of master limited partnerships have more limited control and limited rights to vote on matters affecting the partnership. Conflicts of interest may exist between common unit holders, the general partner of a master limited partnership and other unit holders. Certain master limited partnership securities may trade in lower volumes due to their small capitalizations and therefore may experience sharper swings in market values, have limited liquidity, be harder to value or to sell at the times and prices the adviser thinks appropriate, and offer greater potential for gain or loss. In addition, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in a master limited partnership than investors in a corporation. There also are tax risks associated with master limited partnerships. Since master limited partnerships generally conduct business in multiple states, the Fund may be subject to income or franchise tax in each of the states in which the partnership does business. The additional cost of preparing and filing the tax returns and paying the related taxes may adversely impact the Fund's return on its investment in master limited partnerships. If the Fund retains an MLP investment until the basis is reduced to zero, subsequent distributions from the MLP will be taxable to the Fund at ordinary income rates. If an MLP in which the Fund invests amends its partnership tax return, shareholders may receive a corrected Form 1099 from the Fund which would, in turn, require shareholders to amend their own federal, state or local tax returns. Master limited partnership entities are typically focused in the energy, natural resources and real estate sectors of the economy. Energy and natural resources master limited partnerships may be adversely impacted by the volatility of commodity prices. A downturn in the energy, natural resources or real estate sectors of the economy could have an adverse impact on the fund. At times, the performance of securities of companies in the energy, natural resources and real estate sectors of the economy may lag the performance of other sectors or the broader market as a whole. Master limited partnerships are generally considered interest- rate sensitive investments, and during periods of interest rate volatility, may not provide attractive returns.
c. Comment: The Staff requested that, if the Fund invests in equity interests of MLPs, to confirm supplementally whether such investments include general partnership interests in MLPs.
Response: The Fund confirms that it does not currently intend to invest directly in general partnership interests in MLPs.
8. Comment: The Staff noted that the Fund states in the valuation risk factor that a significant percentage of the Fund's investments are valued using fair value methodologies, and requested that the Fund supplementally explain which of its investments are valued using fair value methodologies and whether such investments are generally considered to be liquid or illiquid.
Response: The Fund notes that the valuation risk factor indicates that a significant percentage of the Fund's investments are valued using fair value methodologies because the Fund may invest up to 60% of its net assets in ELNs. The Fund notes that the adviser, the Fund's valuation designee, generally values ELNs by using market prices or quotations from one or more brokers or other sources, a pricing matrix, or other fair value methods or techniques to provide an estimated value of the security or instrument. The Fund notes that ELNs are typically classified as Level 2 assets in the fair value hierarchy outlined in U.S. GAAP. The Fund confirms that ELNs are generally considered to be liquid securities.
<PAGE>
9. Comment: The Staff noted that in the introduction to "The Fund's past performance" section, the Fund states that "the performance shown for all periods reflects the investment strategy in effect for the Fund during such periods." The Staff requested that the Fund revise such disclosure to clarify that a different investment strategy was in effect for certain periods and to specify such periods.
Response: The Fund will revise the disclosure referenced by the Staff to state that: "Effective January 1, 2024, the Fund changed its name, investment objective and investment strategies. Performance for periods prior to January 1, 2024 reflects the investment strategies in effect
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MORGAN, LEWIS & BOCKIUS LLP
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
February 26, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re:Pioneer Series Trust VI
Post-Effective Amendment to Registration Statement on Form N-1A
File Nos. 333-138560; 811-21978
Ladies and Gentlemen:
This letter is to respond to comments we received from Ms. Lisa Larkin of
the Staff of the Division of Investment Management of the Securities and
Exchange Commission regarding Post-Effective Amendment No. 42 to the
Registration Statement on Form N-1A of Pioneer Series Trust VI, with respect to
its series Pioneer Equity Premium Income Fund (the "Fund"). Following are the
Staff's comments and the Fund's responses thereto.
1. Comment: The Staff requested that the Fund confirm that it will update
its EDGAR series and class identifiers in its Rule 485(b)
filing to reflect the Fund's new name.
Response: The Fund confirms that it will update its EDGAR series and
class identifiers in its Rule 485(b) filing to reflect the
Fund's new name.
2. Comment: The Staff requested that the Fund confirm if any fees have
been restated in connection with the changes to the Fund's
principal investment strategies and, if applicable, to include
a footnote to the fee table with respect to any such
restatement of fees.
Response: The Fund confirms that it has not restated any fees in
connection with the changes to the Fund's principal investment
strategies and that no change to the fee table disclosure is
required.
3. Comment: The Staff requested that the Fund add disclosure to the
registration statement that the Fund has adopted a policy to
provide the Fund's shareholders with at least 60 days prior
notice of any change to the Fund's 80% policy, or that such
80% policy is fundamental, as applicable.
Response: The Fund confirms that it will add disclosure to the
registration statement stating that the Fund will provide
notice to shareholders at least 60 days prior to any change to
its policy to invest at least 80% of its assets in equity
securities and equity-related investments.
<PAGE>
4. Comment: The Staff noted that the Fund defines equity securities and
equity-related investments as including "equity-linked notes
("ELNs") and other equity-linked securities." The Staff
requested that the Fund add disclosure to specify such "other
equity-linked securities" or delete the reference to "other
equity-linked securities."
Response: The Fund will delete the reference to "other equity-linked
securities" in the disclosure referenced by the Staff.
5. Comment: The Staff requested that the Fund supplementally explain why
the Fund believes that it is appropriate to consider an ELN
as an equity security for purposes of the Fund's 80% test,
given that ELNs appear to have a fixed income component.
Response: The Fund believes that it is appropriate to consider an ELN
as an equity security for purposes of the Fund's 80% test
because, while an ELN is structured as a note, the ELNs in
which the Fund invests provide investment exposure to the
investment performance of the equity security or securities
underlying the ELNs, as well as investment exposure to the
one or more of the market risk factors associated with the
equity security or securities underlying the ELNs. As
discussed in the prospectus, an ELN's performance is tied to
the performance of one or more underlying reference
securities (usually a single stock, a basket of stocks or a
stock index). In addition, as noted in the prospectus, an ELN
retains the downside risk associated with the underlying
reference securities. In this respect, the Fund treats an ELN
in a similar manner to a derivative instrument that provides
investment exposure to equity securities, or investment
exposure to one or more of the market risk factors associated
with investments in equity securities, consistent with Rule
35d-1(b)(2) under the Investment Company Act of 1940, as
amended.
6. Comment: The Staff noted that the Fund states that "although the Fund
focuses on investments that offer a stream of income, the
Fund may invest in securities and instruments that are not
income-producing for purposes of seeking capital appreciation
or managing risk or other portfolio characteristics, and
securities are not selected based on anticipated dividend
payments." The Staff requested that the Fund revise this
disclosure to clarify to what the disclosure refers.
Response: The Fund will revise the disclosure to state that:
"The Fund focuses on investments that offer a stream of
income. The Fund's investments in ELNs are intended to
generate current income based on the interest rate paid by
the ELNs. In addition to investments that offer a stream
of income, the Fund may also invest in securities and
instruments that are not income- producing, subject to its
80% policy with respect to investment in equity securities
and equity-related investments. The Fund may invest in
securities and instruments that are not income-producing
for purposes of seeking capital appreciation or managing
risk or other portfolio characteristics, and such
securities are not selected based on anticipated dividend
payments."
<PAGE>
7. The Staff had the following comments with respect to the Fund's
investments in master limited partnerships ("MLPs"):
a. Comment: The Staff requested that the Fund add disclosure regarding
the risks of investing in energy sectors.
Response: The Fund notes that it currently includes the following
disclosure regarding risks of investing energy sectors in the
master limited partnerships risk factor:
"Energy and natural resources master limited partnerships
may be adversely impacted by the volatility of commodity
prices. A downturn in the energy, natural resources or
real estate sectors of the economy could have an adverse
impact on the fund. At times, the performance of
securities of companies in the energy, natural resources
and real estate sectors of the economy may lag the
performance of other sectors or the broader market as a
whole."
In addition, the Fund will add the following disclosure
regarding the risks of investing in energy sectors to the
market segment risk factor:
"Industries in the energy segment, such as those engaged
in the development, production and distribution of energy
resources, can be significantly affected by supply and
demand both for their specific product or service and for
energy products in general. The energy sector is cyclical
and highly dependent on commodity prices, which can change
rapidly. The price of oil, gas and other consumable fuels,
exploration and production spending, government
regulation, energy conservation efforts, environmental
policies, depletion of resources, concerns about global
warming trends, interest rate sensitivity, world events
and economic conditions likewise will affect the
performance of companies in these industries. Companies in
the energy infrastructure sector may be adversely affected
by natural disasters or other catastrophes. These
companies may be at risk for environmental damage claims
and other types of litigation."
b. Comment: The Staff requested that the Fund add disclosure to the
following effect:
i. "If the Fund retains an MLP investment until the basis
is reduced to zero, subsequent distributions from the
MLP will be taxable to the Fund at ordinary income
rates."
ii."If an MLP in which the Fund invests amends its
partnership tax return, shareholders may receive a
corrected Form 1099 from the Fund which would, in
turn, require shareholders to amend their own federal,
state or local tax returns."
Response: The Fund will add the disclosure requested by the Staff to
the master limited partnerships risk factor. As revised, the
master limited partnership risk factor will state:
<PAGE>
"Investments in securities of master limited partnerships
can be less liquid than, and involve other risks that
differ from, investments in common stock. Holders of the
units of master limited partnerships have more limited
control and limited rights to vote on matters affecting
the partnership. Conflicts of interest may exist between
common unit holders, the general partner of a master
limited partnership and other unit holders. Certain master
limited partnership securities may trade in lower volumes
due to their small capitalizations and therefore may
experience sharper swings in market values, have limited
liquidity, be harder to value or to sell at the times and
prices the adviser thinks appropriate, and offer greater
potential for gain or loss. In addition, state law
governing partnerships is often less restrictive than
state law governing corporations. Accordingly, there may
be fewer protections afforded investors in a master
limited partnership than investors in a corporation. There
also are tax risks associated with master limited
partnerships. Since master limited partnerships generally
conduct business in multiple states, the Fund may be
subject to income or franchise tax in each of the states
in which the partnership does business. The additional
cost of preparing and filing the tax returns and paying
the related taxes may adversely impact the Fund's return
on its investment in master limited partnerships. If the
Fund retains an MLP investment until the basis is reduced
to zero, subsequent distributions from the MLP will be
taxable to the Fund at ordinary income rates. If an MLP in
which the Fund invests amends its partnership tax return,
shareholders may receive a corrected Form 1099 from the
Fund which would, in turn, require shareholders to amend
their own federal, state or local tax returns. Master
limited partnership entities are typically focused in the
energy, natural resources and real estate sectors of the
economy. Energy and natural resources master limited
partnerships may be adversely impacted by the volatility
of commodity prices. A downturn in the energy, natural
resources or real estate sectors of the economy could have
an adverse impact on the fund. At times, the performance
of securities of companies in the energy, natural
resources and real estate sectors of the economy may lag
the performance of other sectors or the broader market as
a whole. Master limited partnerships are generally
considered interest- rate sensitive investments, and
during periods of interest rate volatility, may not
provide attractive returns.
c. Comment: The Staff requested that, if the Fund invests in equity
interests of MLPs, to confirm supplementally whether such
investments include general partnership interests in MLPs.
Response: The Fund confirms that it does not currently intend to invest
directly in general partnership interests in MLPs.
8. Comment: The Staff noted that the Fund states in the valuation risk
factor that a significant percentage of the Fund's
investments are valued using fair value methodologies, and
requested that the Fund supplementally explain which of its
investments are valued using fair value methodologies and
whether such investments are generally considered to be
liquid or illiquid.
Response: The Fund notes that the valuation risk factor indicates that
a significant percentage of the Fund's investments are valued
using fair value methodologies because the Fund may invest up
to 60% of its net assets in ELNs. The Fund notes that the
adviser, the Fund's valuation designee, generally values ELNs
by using market prices or quotations from one or more brokers
or other sources, a pricing matrix, or other fair value
methods or techniques to provide an estimated value of the
security or instrument. The Fund notes that ELNs are
typically classified as Level 2 assets in the fair value
hierarchy outlined in U.S. GAAP. The Fund confirms that ELNs
are generally considered to be liquid securities.
<PAGE>
9. Comment: The Staff noted that in the introduction to "The Fund's past
performance" section, the Fund states that "the performance
shown for all periods reflects the investment strategy in
effect for the Fund during such periods." The Staff requested
that the Fund revise such disclosure to clarify that a
different investment strategy was in effect for certain
periods and to specify such periods.
Response: The Fund will revise the disclosure referenced by the Staff
to state that: "Effective January 1, 2024, the Fund changed
its name, investment objective and investment strategies.
Performance for periods prior to January 1, 2024 reflects the
investment strategies in effect