UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21654
Pioneer Floating Rate Trust
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Amundi Pioneer Asset Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: November 30
Date of reporting period: December 1, 2017 through November 30, 2018
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
Pioneer Floating
Rate Trust
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Annual Report | November 30, 2018
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Ticker Symbol: PHD
Beginning in February 2021, as permitted by regulations adopted by the
Securities and Exchange Commission, paper copies of the Trust's shareholder
reports like this one will no longer be sent by mail, unless you specifically
request paper copies of the reports from the Trust or from your financial
intermediary, such as a broker-dealer, bank or insurance company. Instead, the
reports will be made available on the Trust's website, and you will be notified
by mail each time a report is posted and provided with a website link to access
the report.
If you already elected to receive shareholder reports electronically, you will
not be affected by this change and you need not take any action. You may elect
to receive shareholder reports and other communications electronically by
contacting your financial intermediary or, if you invest directly with the
Trust, by calling 1-800-710-0935.
You may elect to receive all future reports in paper free of charge. If you
invest directly with the Trust, you can inform the Trust that you wish to
continue receiving paper copies of your shareholder reports by calling
1-800-710-0935. If you invest through a financial intermediary, you can contact
your financial intermediary to request that you continue to receive paper
copies of your shareholder reports. Your election to receive reports in paper
will apply to all funds held in your account if you invest through your
financial intermediary or all funds held with the Pioneer funds complex if you
invest directly.
[LOGO] Amundi Pioneer
==============
ASSET MANAGEMENT
visit us: www.amundipioneer.com
Table of Contents
President's Letter 2
Portfolio Management Discussion 4
Portfolio Summary 10
Prices and Distributions 11
Performance Update 12
Schedule of Investments 13
Financial Statements 44
Financial Highlights 48
Notes to Financial Statements 50
Report of Independent Registered Public Accounting Firm 65
Additional Information 67
Approval of Investment Management Agreement 70
Trustees, Officers and Service Providers 75
Pioneer Floating Rate Trust | Annual Report | 11/30/18 1
President's Letter
Since 1928, active portfolio management based on in-depth, fundamental
research, has been the foundation of Amundi Pioneer's investment approach. We
believe an active management investment strategy is a prudent approach to
investing, especially during periods of market volatility, which can result
from any number of risk factors, including slow U.S. economic growth, rising
interest rates, and geopolitical factors. Of course, in today's global economy,
risk factors extend well beyond U.S. borders, and political and economic issues
on the international front can also cause or contribute to volatility in U.S.
markets.
At Amundi Pioneer, each security under consideration is researched by our team
of experienced investment professionals, who visit companies and meet with
their management teams. At the end of this research process, if we have
conviction in a company's business model and management team, and regard the
security as a potentially solid investment opportunity, an Amundi Pioneer
portfolio manager makes an active decision to invest in that security. The
portfolio resulting from these decisions represents an expression of his or her
convictions, and strives to balance overall risk and return opportunity. As an
example, the Standard & Poor's 500 Index -- the predominant benchmark for many
U.S. Large-Cap Core Equity funds -- has 500 stocks. An Amundi Pioneer portfolio
manager chooses to invest in only those companies that he or she believes can
offer the most attractive opportunities to pursue the fund's investment
objective, thus potentially benefiting the fund's shareowners. This process
results in a portfolio that does not own all 500 stocks, but a much narrower
universe. The same active decision to invest in a company is also applied when
we decide to sell a security, either due to changing fundamentals, valuation
concerns, or market risks. We apply this active decision-making across all of
our equity, fixed-income, and global portfolios.
Today, as investors, we have many options. It is our view that active
management can serve shareholders well not only when markets are thriving, but
also during periods of market volatility and uncertainty, thus making it a
compelling investment choice. As you consider the many choices today, we
encourage you to work with your financial advisor to develop an overall
investment plan that addresses both your short- and long-term goals, and to
implement such a plan in a disciplined manner.
2 Pioneer Floating Rate Trust | Annual Report | 11/30/18
We greatly appreciate the trust you have placed in us and look forward to
continuing to serve you in the future.
Sincerely,
/s/ Lisa M. Jones
Lisa M. Jones
Head of the Americas, President and CEO of U.S.
Amundi Pioneer Asset Management USA, Inc.
November 30, 2018
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Trust's historical or future performance are
statements of opinion as of the date of this report. Past performance is no
guarantee of future results.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 3
Portfolio Management Discussion | 11/30/18
In the following interview, Jonathan Sharkey discusses the factors that
influenced the performance of Pioneer Floating Rate Trust during the 12-month
period ended November 30, 2018. Mr. Sharkey, a senior vice president and a
portfolio manager at Amundi Pioneer Asset Management, Inc., is responsible for
the day-to-day management of the Trust.
Q How did the Trust perform during the 12-month period ended November 30,
2018?
A Pioneer Floating Rate Trust returned 3.34% at net asset value (NAV) and
3.34% at market price during the 12-month period ended November 30, 2018,
while the Trust's benchmark, the Standard & Poor's/Loan Syndications &
Trading Association Leveraged Loan Index (the S&P/LSTA Index), returned
3.47% at NAV. Unlike the Trust, the S&P/LSTA Index does not use leverage.
While the use of leverage increases investment opportunity, it also
increases investment risk.
During the same 12-month period, the average return at NAV of the 41
closed end funds in Morningstar's Bank Loan Closed End Funds category
(which may or may not be leveraged), was 3.46%, and the average return at
market price of the 41 closed end funds in the same Morningstar category
was 0.82%.
The shares of the Trust were selling at a 13.62% discount to NAV on
November 30, 2018. Comparatively, the shares of the Trust were selling at
a 7.65% discount to NAV on November 30, 2017.
The Trust's standardized, 30-day SEC yield was 6.18% on November 30,
2018*.
Q How would you describe the investment environment for investing in bank
loans during the 12-month period ended November 30, 2018?
A Entering the 12-month period, credit-sensitive areas of the bond market,
including bank loans, continued to be supported by positive economic data.
(Credit-sensitive, or spread-sensitive investments, such as high-yield
corporate bonds and bank loans, are more vulnerable to default by the
issuer, and/or the chance that a portion of the principal and interest
will not be paid back to investors, than interest-rate-sensitive
investments such as U.S. Treasuries.)
Credit-market sentiment had received a boost as 2017 drew to a close with
the passage of a U.S. tax reform package that included a lowering of the
corporate tax rate, a one-time opportunity for companies to repatriate
cash
* The 30-day SEC yield is a standardized formula that is based on the
hypothetical annualized earning power (investment income only) of the
Trust's portfolio securities during the period indicated.
4 Pioneer Floating Rate Trust | Annual Report | 11/30/18
held overseas on favorable terms, and a window during which companies
could accelerate the expensing of capital investments. While U.S. gross
domestic product (GDP) growth for the first quarter of 2018 came in at a
relatively modest 2.2%, many analysts attributed the figure to seasonal
factors. That view was confirmed as GDP for the second and third quarters
came in at 4.2% and 3.5%, respectively. Second-quarter earnings results
saw already robust corporate profits surprise to the upside for most
companies, while the unemployment rate dipped below 4%.
In addition to a strong fundamental backdrop for the credit markets, the
attractiveness of bank loans as an asset class benefited from a
rising-interest-rate environment during the period. The U.S. Federal
Reserve System (the Fed) implemented four separate one-quarter-point
increases to the target range for its overnight lending rate over the 12
months -- once in December 2017 and three times between January and
September 2018. The increases put upward pressure on LIBOR reference
rates, which are used to set the baseline for the yield on most bank
loans. (LIBOR refers to London Interbank Offered Rate.)
The impact of the Fed's rate hikes on loan yields was somewhat muted,
however, as many borrowers have elected to tie payments to the one-month
LIBOR of late, in lieu of the traditional three-month LIBOR. Increases in
the one-month LIBOR rate were suppressed to a certain degree in the first
half of the 12-month period, due to reduced demand for shorter-term
investments, driven by the aforementioned 2017 tax reform legislation. The
upward movement in loan yields was also constrained during the period by
spread tightening and a favorable refinancing environment, as loan-market
sentiment has been supported by a low default rate. (Loan spreads are the
interest rates over and above the LIBOR rate charged to borrowers by
banks.)
Supply-and-demand factors were generally favorable for bank loans over the
12 months. For much of the period, new issuance stood at below year-ago
levels, while there was strong institutional demand for yield, which
benefited loan performance. This strong demand was reflected in robust
formation of collateralized loan obligations (CLOs). In addition, retail
loan mutual fund flows moved from negative in late 2017 to consistently
positive as 2018 progressed; that trend began to reverse in early
November, however, when the loan market began to see outflows.
Against a strong fundamental backdrop for credit, lower-quality loans
rated in the CCC and lower-B ranges generally outperformed higher-rated
loans over the full 12-month period.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 5
Q What factors had the biggest effects on the Trust's performance relative
to the S&P/LSTA Index during the 12-month period ended November 30, 2018?
A The Trust's allocations across various industries and sectors were a
modest positive factor in benchmark-relative performance for the period. A
moderate portfolio underweight to retailers and a significant underweight
to the business services & equipment sector were positive contributors to
benchmark-relative returns, while a moderate overweight to food products
and a moderate underweight to hotels & casinos detracted from the Trust's
benchmark-relative performance.
With regard to security selection, loans within the health care, chemical,
and surface transport industries aided the Trust's benchmark-relative
results, while selection within the non-ferrous metals and minerals, and
oil & gas sectors detracted from relative performance.
The Trust's positioning with respect to lower-quality loan rating
categories was essentially a neutral factor in benchmark-relative results.
Loans held in the portfolio that contributed positively to the Trust's
benchmark-relative returns during the period were led by vitamin and
nutritional-supplement company Alphabet Holding (aka Nature's Bounty),
retailer PetSmart, inland marine shipping company Commercial Barge Line,
office supply chain Staples, commercial insurance broker Confie Seguros,
and global trade logistics firm Livingston International.
The portfolio experienced no defaults during the 12-month period; however,
there were some loan holdings that detracted from the Trust's
benchmark-relative performance, including the loans to food service
industry vendor CTI Foods, ATM and point-of-sale technology firm Diebold
Nixdorf, in-store marketing and promotion company Catalina (aka Checkout
Holdings), oil & gas exploration company Gavilan Resources, food
distributor United Natural Foods, and yogurt company Chobani.
Finally, small out-of-benchmark portfolio positions in high-yield
corporate bonds and insurance-linked securities (ILS) -- which are issued
by insurers to mitigate the impact of claims paid out in the wake of
natural disasters -- detracted slightly from the Trust's
benchmark-relative performance during the 12-month period.
Q How did the level of leverage in the Trust change over the 12-month period
ended November 30, 2018?
A The Trust employs leverage through a revolving credit facility.
At the end of the 12-month period on November 30, 2018, 32.5% of the
Trust's total managed assets were financed by leverage, compared with
31.8% of the Trust's total managed assets financed by leverage at the
start of the period on December 1, 2017. The absolute amount of funds
borrowed
6 Pioneer Floating Rate Trust | Annual Report | 11/30/18
by the Trust did not change during the period. The increase in the
percentage of leveraged funds was the result of a reduction of the
aggregate net asset value of the Trust's holdings.
Q Did the Trust have any investments in derivative securities during the
12-month period ended November 30, 2018? If so, did the derivatives have
any material effect on benchmark-relative results?
A We invested the Trust in high-yield bond credit-default swap indices
during the period, principally to maintain a small basket of liquid
investments in the portfolio that can provide short-term income on cash
that we may invest tactically as opportunities arise. The derivatives had
no material impact on benchmark-relative performance.
Q Did the Trust's distributions to shareholders change during the 12-month
period ended November 30, 2018?
A No. The Trust's distributions were unchanged over the 12-month period.
Q What is your investment outlook and how are you positioning the Trust's
portfolio heading into a new fiscal year?
A The default rate on bank loans for the 12-month period ended November 30,
2018, was 1.61% by loan volume. This represented a 13-month low and was
below the historical average of slightly over 3%. The default rate by
number of issuers was 1.56%, also below the long-term average. We view
current loan-market fundamentals as positive and expect defaults to remain
manageable.
At the end of November 2018, the Trust's portfolio had only a modest
out-of-benchmark exposure to high-yield corporates, as we view the
interest-rate environment as more favorable for bank loans. The Trust's
portfolio also had a small position in ILS as of November 30th, based on
the diversification** effects such securities can provide.
We believe that bank loans have demonstrated their value in a rising-rate
environment, as they substantially outperformed both high-yield and
investment-grade corporate bonds over the 12-month period ended November
30, 2018. The loan market has recently seen an uptick in the amount of
leverage utilized in buyout activity, and we have refrained from having
the Trust participate in a number of the more-levered deals. Our recent
purchases have instead been focused within the broadcast, oil & gas, and
financial intermediary loan-market segments. We are also emphasizing
investments in the loans of borrowers with strong cash flows, which may
help ensure that they can pay their obligations in the event interest
rates rise meaningfully from here, or if overall conditions weaken.
** Diversification does not assure a profit nor protect against loss.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 7
More broadly, we believe there has been a growing disconnect between the
market's expectations for lower future GDP growth and inflation, and the
Fed's view of the likely extent of future rate increases, as evidenced in
its recent "dot plot" (a chart which displays the view of each Federal
Open Market Committee member as to the direction of the federal funds rate
in the coming two years). The weaker sentiment with respect to economic
growth and inflation has led to the recent outflows in the loan asset
class. As noted earlier, however, the Fed was expected to raise interest
rates again in December, a positive factor for loans given the
floating-rate nature of the asset class.
We believe a December rate increase, a somewhat benign default forecast in
the 2% to 2.5% range, and solid levels of CLO formation can provide a
reasonably constructive backdrop for bank loans heading into 2019.
Please refer to the Schedule of Investments on pages 13-43 for a full listing
of Trust securities.
All investments are subject to risk, including the possible loss of principal.
In the past several years, financial markets have experienced increased
volatility, depressed valuations, decreased liquidity, and heightened
uncertainty. These conditions may continue, recur, worsen, or spread.
The Trust may invest in derivative securities, which may include futures and
options, for a variety of purposes, including: in an attempt to hedge against
adverse changes in the marketplace of securities, interest rates or currency
exchange rates; as a substitute for purchasing or selling securities; to
attempt to increase the Trust's return as a non-hedging strategy that may be
considered speculative; and to manage portfolio characteristics. Using
derivatives can increase fund losses and reduce opportunities for gains when
the market prices, interest rates or the derivative instruments themselves
behave in a way not anticipated by the Trust. These types of instruments can
increase price fluctuation.
The Trust is not limited in the percentage of its assets that may be invested
in floating-rate senior loans and other securities which may be less liquid or
illiquid. Illiquid securities may be difficult to sell at a price reflective of
their value at times when the Trust believes it is desirable to do so and the
market price of illiquid securities is generally more volatile than that of
more liquid securities. Illiquid securities may be difficult to value, and
investment of the Trust's assets in illiquid securities may restrict the
Trust's ability to take advantage of market opportunities.
8 Pioneer Floating Rate Trust | Annual Report | 11/30/18
The Trust employs leverage through a revolving credit facility. Leverage
creates significant risks, including the risk that the Trust's income or
capital appreciation from investments purchased with the proceeds of leverage
will not be sufficient to cover the cost of leverage, which may adversely
affect the return for shareowners.
The Trust is required to maintain certain regulatory and other asset coverage
requirements in connection with its use of leverage. In order to maintain
required asset coverage levels, the Trust may be required to reduce the amount
of leverage employed by the Trust, alter the composition of its investment
portfolio or take other actions at what might be inopportune times in the
market. Such actions could reduce the net earnings or returns to shareowners
over time, which is likely to result in a decrease in the market value of the
Trust's shares.
Investments in high-yield or lower-rated securities are subject to
greater-than-average risk. The Trust may invest in securities of issuers that
are in default or that are in bankruptcy.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates and economic and political
conditions.
These risks may increase share price volatility.
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Trust's historical or future performance are
statements of opinion as of the date of this report. Past performance is no
guarantee of future results.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 9
Portfolio Summary | 11/30/18
Portfolio Diversification
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(As a percentage of total investments)*
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Senior Secured Floating Rate Loan Interests 90.8%
Corporate Bonds 4.0%
U.S. Government and Agency Obligations 2.2%
Insurance-Linked Securities 1.7%
Investment Companies 1.1%
Asset Backed Security 0.1%
Common Stocks 0.1%
10 Largest Holdings
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(As a percentage of total investments)*
1. U.S. Treasury Bills, 12/26/18 1.26%
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2. Bright Horizons Family Solutions LLC (fka Bright Horizons Family Solutions, Inc.),
Term B Loan, 4.095% (LIBOR + 175 bps), 11/7/23 0.76
-------------------------------------------------------------------------------------------------------------
3. American Airlines, Inc., 2018 Replacement Term Loan, 4.072%
(LIBOR + 175 bps), 6/27/25 0.63
-------------------------------------------------------------------------------------------------------------
4. Scientific Games International, Inc., Initial Term B-5 Loan, 5.216%
(LIBOR + 275 bps), 8/14/24 0.62
-------------------------------------------------------------------------------------------------------------
5. Valeant Pharmaceuticals International, Inc., Initial Term Loan, 5.314%
(LIBOR + 300 bps), 6/2/25 0.57
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6. Sprint Communications, Inc., Initial Term Loan, 4.875% (LIBOR + 250 bps), 2/2/24 0.57
-------------------------------------------------------------------------------------------------------------
7. BCP Raptor II LLC, Initial Term Loan, 7.143% (LIBOR + 475 bps), 11/3/25 0.57
-------------------------------------------------------------------------------------------------------------
8. CenturyLink, Inc., Initial Term B Loan, 5.095% (LIBOR + 275 bps), 1/31/25 0.56
-------------------------------------------------------------------------------------------------------------
9. Staples, Inc., Term Loan B, 6.541% (LIBOR + 400 bps), 9/12/24 0.54
-------------------------------------------------------------------------------------------------------------
10. Zekelman Industries, Inc. (fka JMC Steel Group, Inc.), Term Loan, 4.623%
(LIBOR + 225 bps), 6/14/21 0.54
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* Excludes temporary cash investments and all derivative contracts except
for options purchased. The Trust is actively managed, and current holdings
may be different. The holdings listed should not be considered
recommendations to buy or sell any securities.
10 Pioneer Floating Rate Trust | Annual Report | 11/30/18
Prices and Distributions | 11/30/18
Market Value per Share^
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11/30/18 11/30/17
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Market Value $10.40 $11.47
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(Discount) (13.62)% (7.65)%
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Net Asset Value per Share^
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--------------------------------------------------------------------------------
11/30/18 11/30/17
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Net Asset Value $12.04 $12.42
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Distributions per Share
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Net Investment Short-Term Long-Term
Income Capital Gains Capital Gains
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12/1/17-11/30/18 $0.7200 $ -- $ --
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Yields
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--------------------------------------------------------------------------------
11/30/18 11/30/17
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30-day SEC Yield 6.18% 5.49%
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The data shown above represents past performance, which is no guarantee of
future results.
^ Net asset value and market value are published in Barron's on Saturday,
The Wall Street Journal on Monday and The New York Times on Monday and
Saturday. Net asset value and market value are published daily on the
Trust's website at www.amundipioneer.com.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 11
Performance Update | 11/30/18
Investment Returns
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The mountain chart on the right shows the change in market value, including
reinvestment of dividends and distributions, of a $10,000 investment made in
shares of Pioneer Floating Rate Trust during the periods shown, compared with
the value of the S&P/LSTA Leveraged Loan Index, which provides broad and
comprehensive total return metrics of the U.S. universe of syndicated term
loans.
Average Annual Total Returns
(As of November 30, 2018)
--------------------------------------------------------
Net
Asset S&P/LSTA
Value Market Leveraged
Period (NAV) Price Loan Index
--------------------------------------------------------
10 Years 11.35% 12.20% 8.52%
5 Years 4.76 2.78 3.68
1 Year 3.34 -3.34 3.47
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Floating S&P/LSTA Leveraged
Rate Trust Loan Index
11/08 $10,000 $10,000
11/09 $19,101 $14,295
11/10 $23,423 $16,007
11/11 $24,033 $16,370
11/12 $27,795 $17,901
11/13 $27,563 $18,908
11/14 $26,922 $19,544
11/15 $27,274 $19,370
11/16 $31,617 $20,872
11/17 $32,702 $21,896
11/18 $31,610 $22,656
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
Performance data shown represents past performance. Past performance is no
guarantee of future results. Investment return and market price will fluctuate,
and your shares may trade below NAV, due to such factors as interest rate
changes, and the perceived credit quality of borrowers.
Total investment return does not reflect broker sales charges or commissions.
All performance is for shares of the Trust.
Shares of closed-end funds, unlike open-end funds, are not continuously
offered. There is a one-time public offering and, once issued, shares of
closed-end funds are bought and sold in the open market through a stock
exchange and frequently trade at prices lower than their NAV. NAV per share is
total assets less total liabilities, which include preferred shares, or
borrowings, as applicable, divided by the number of shares outstanding.
When NAV is lower than market price, dividends are assumed to be reinvested at
the greater of NAV or 95% of the market price. When NAV is higher, dividends
are assumed to be reinvested at prices obtained through open-market purchases
under the Trust's dividend reinvestment plan.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Trust distributions or the sale of Trust shares.
Had these fees and taxes been reflected, performance would have been lower.
Index returns are calculated monthly, assume reinvestment of dividends and,
unlike Trust returns, do not reflect any fees, expenses or sales charges. The
index does not use leverage. You cannot invest directly in an index.
12 Pioneer Floating Rate Trust | Annual Report | 11/30/18
Schedule of Investments | 11/30/18
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
UNAFFILIATED ISSUERS -- 149.8%
SENIOR SECURED FLOATING RATE LOAN
INTERESTS -- 134.7% of Net Assets*(a)
Aerospace & Defense -- 5.1%
894,394 Accudyne Industries Borrower SCA/Accudyne Industries
LLC (fka Silver II US Holdings LLC), Initial Term Loan,
5.345% (LIBOR + 300 bps), 8/18/24 $ 883,214
831,600 Air Canada, Replacement Term Loan, 4.349% (LIBOR +
200 bps), 10/6/23 824,324
1,242,388 American Airlines, Inc., 2017 Class B Term Loan, 4.307%
(LIBOR + 200 bps), 12/14/23 1,226,858
2,881,181 American Airlines, Inc., 2018 Replacement Term Loan,
4.072% (LIBOR + 175 bps), 6/27/25 2,794,296
2,058,000 American Airlines, Inc., Replacement Class B Term Loan,
4.349% (LIBOR + 200 bps), 4/28/23 2,026,615
1,566,655 DAE Aviation Holdings, Inc., Initial Term Loan, 6.09%
(LIBOR + 375 bps), 7/7/22 1,567,438
1,707,654 MACOM Technology Solutions Holdings, Inc. (fka M/A-COM
Technology Solutions Holdings, Inc.), Initial Term
Loan, 4.595% (LIBOR + 225 bps), 5/17/24 1,648,598
600,500 MRO Holdings, Inc., Initial Term Loan, 7.427% (LIBOR +
475 bps), 10/25/23 606,505
1,481,250 Peraton Corp. (fka MHVC Acquisition Corp.), First Lien
Initial Term Loan, 7.64% (LIBOR + 525 bps), 4/29/24 1,475,695
984,125 Transdigm, Inc., New Tranche F Term Loan, 4.845%
(LIBOR + 250 bps), 6/9/23 964,626
296,261 Transdigm, Inc., New Tranche G Term Loan, 4.845%
(LIBOR + 250 bps), 8/22/24 289,199
237,016 United AirLines, Inc., Refinanced Term Loan, 4.095%
(LIBOR + 175 bps), 4/1/24 237,238
850,000 WP CPP Holdings LLC, First Lien Initial Term Loan, 6.28%
(LIBOR + 375 bps), 4/30/25 845,750
--------------
Total Aerospace & Defense $ 15,390,356
------------------------------------------------------------------------------------------------------------
Automobile -- 5.5%
1,555,162 Allison Transmission, Inc., New Term Loan, 4.07% (LIBOR +
175 bps), 9/23/22 $ 1,549,653
1,501,500 American Axle & Manufacturing, Inc., Tranche B Term
Loan, 4.639% (LIBOR + 225 bps), 4/6/24 1,449,698
323,284 Bombardier Recreational Products, Inc., Term B Loan,
4.35% (LIBOR + 200 bps), 5/23/25 320,355
493,769 Bright Bidco BV (aka Lumileds LLC), 2018 Refinancing
Term B Loan, 5.873% (LIBOR + 350 bps), 6/30/24 454,267
1,695,313 Commercial Vehicle Group, Inc., Initial Term Loan, 8.345%
(LIBOR + 600 bps), 4/12/23 1,701,670
788,024 Cooper-Standard Automotive, Inc., Additional Term B-1
Loan, 4.345% (LIBOR + 200 bps), 11/2/23 776,204
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 13
Schedule of Investments | 11/30/18 (continued)
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Automobile -- (continued)
1,385,451 CWGS Group LLC, Term Loan, 5.064% (LIBOR + 275 bps),
11/8/23 $ 1,292,799
691,667 Goodyear Tire & Rubber Co., Second Lien Term Loan,
4.343% (LIBOR + 200 bps), 3/3/25 678,985
452,709 KAR Auction Services, Inc., Tranche B-4 Term Loan, 4.688%
(LIBOR + 225 bps), 3/11/21 450,253
591,863 KAR Auction Services, Inc., Tranche B-5 Term Loan, 4.938%
(LIBOR + 250 bps), 3/9/23 588,652
1,903,789 Navistar, Inc., Tranche B Term Loan, 5.82% (LIBOR +
350 bps), 11/6/24 1,900,197
899,082 Superior Industries International, Inc., Replacement
Term Loan, 6.345% (LIBOR + 400 bps), 5/22/24 902,453
1,210,000(b) Thor Industries, Inc., Term Loan B, 11/3/25 1,197,144
1,081,458 TI Group Automotive Systems LLC, Initial US Term Loan,
4.845% (LIBOR + 250 bps), 6/30/22 1,064,335
1,716,370 Tower Automotive Holdings USA LLC, Initial Term Loan,
5.125% (LIBOR + 275 bps), 3/7/24 1,697,061
466,667 Visteon Corp., New Term Loan, 4.146% (LIBOR + 175 bps),
3/25/24 459,278
--------------
Total Automobile $ 16,483,004
------------------------------------------------------------------------------------------------------------
Banking -- 0.4%
575,000 Starfruit Finco BV (Starfruit US Holdco LLC) (aka
AkzoNobel), Initial Dollar Term Loan, 5.549% (LIBOR +
325 bps), 10/1/25 $ 567,899
557,131 WTG Holdings III Corp., Refinancing 2017-2 First Lien
Term Loan, 5.345% (LIBOR + 300 bps), 12/20/24 555,042
--------------
Total Banking $ 1,122,941
------------------------------------------------------------------------------------------------------------
Beverage, Food & Tobacco -- 4.3%
1,368,578 Albertson's LLC, 2017-1 Term B-6 Loan, 5.691%
(LIBOR + 300 bps), 6/22/23 $ 1,346,339
2,279,990 Chobani LLC, First Lien New Term Loan, 5.845%
(LIBOR + 350 bps), 10/10/23 2,154,591
894,505 CTI Foods Holding Co., LLC, First Lien Term Loan, 6.1%
(LIBOR + 350 bps), 6/29/20 744,676
1,000,000 CTI Foods Holding Co., LLC, Second Lien Term Loan, 9.85%
(LIBOR + 725 bps), 6/28/21 272,500
1,435,500 Give and Go Prepared Foods Corp. (fka GG Foods
Acquisition Corp.), First Lien 2017 Term Loan, 6.636%
(LIBOR + 425 bps), 7/29/23 1,276,698
1,069,563 H-Food Holdings LLC, Initial Term Loan, 6.032% (LIBOR +
369 bps), 5/23/25 1,044,160
1,835,781 JBS USA Lux SA (fka JBS USA LLC), Initial Term Loan,
4.844% (LIBOR + 250 bps), 10/30/22 1,817,853
1,178,430 Post Holdings, Inc., Series A Incremental Term Loan,
4.32% (LIBOR + 200 bps), 5/24/24 1,173,716
The accompanying notes are an integral part of these financial statements.
14 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Beverage, Food & Tobacco -- (continued)
1,440,000 Shearer's Foods LLC, First Lien Term Loan, 6.595%
(LIBOR + 425 bps), 6/30/21 $ 1,422,449
997,500 Sigma Holdco BV (aka Flora Foods), Facility B2, 5.398%
(LIBOR + 300 bps), 7/2/25 982,538
500,000 Sunshine Investments BV, Facility B3, 5.866% (LIBOR +
325 bps), 3/28/25 493,125
--------------
Total Beverage, Food & Tobacco $ 12,728,645
------------------------------------------------------------------------------------------------------------
Broadcasting & Entertainment -- 4.1%
1,943,402 Charter Communications Operating LLC (aka CCO Safari
LLC), Term B Loan, 4.35% (LIBOR + 200 bps), 4/30/25 $ 1,926,155
1,375,851 Creative Artists Agency LLC, Refinancing Term Loan,
5.303% (LIBOR + 300 bps), 2/15/24 1,369,545
728,809 Gray Television, Inc., Term B-2 Loan, 4.568% (LIBOR +
225 bps), 2/7/24 722,128
1,076,764 Hubbard Radio LLC, Term Loan, 5.35% (LIBOR + 300 bps),
3/28/25 1,074,072
1,934,496 MediArena Acquisition BV (fka AP NMT Acquisition BV),
First Lien Dollar Term B Loan, 8.148% (LIBOR + 575 bps),
8/13/21 1,903,060
519,750 Raycom TV Broadcasting LLC, Tranche B-1 Term Loan,
4.595% (LIBOR + 225 bps), 8/23/24 519,262
1,980,000 SFR Group SA, USD Term Loan B-12, 5.994% (LIBOR +
369 bps), 1/31/26 1,868,625
2,052,310 Sinclair Television Group, Inc., Tranche B Term Loan,
4.6% (LIBOR + 225 bps), 1/3/24 2,033,057
915,370 UPC Financing Partnership, Facility AR, 4.807% (LIBOR +
250 bps), 1/15/26 905,644
--------------
Total Broadcasting & Entertainment $ 12,321,548
------------------------------------------------------------------------------------------------------------
Building Materials -- 1.9%
992,500 Circor International, Inc., Initial Term Loan, 5.818%
(LIBOR + 350 bps), 12/11/24 $ 980,403
748,125 Hamilton Holdco LLC (Reece International Pty, Ltd),
Term Loan, 4.4% (LIBOR + 200 bps), 7/2/25 740,644
895,500 Janus International Group LLC, Initial First Lien Term
Loan, 5.345% (LIBOR + 300 bps), 2/12/25 876,471
1,658,989 Summit Materials LLC, New Term Loan, 4.345% (LIBOR +
200 bps), 11/21/24 1,628,919
1,481,250 WKI Holding Co., Inc., Initial Term Loan, 6.541% (LIBOR +
400 bps), 5/1/24 1,459,031
--------------
Total Building Materials $ 5,685,468
------------------------------------------------------------------------------------------------------------
Buildings & Real Estate -- 5.0%
1,226,322 American Bath Group LLC, First Lien Replacement Term
Loan, 6.636% (LIBOR + 425 bps), 9/30/23 $ 1,207,927
492,500 American Builders & Contractors Supply Co., Inc., Term
B-2 Loan, 4.345% (LIBOR + 200 bps), 10/31/23 480,231
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 15
Schedule of Investments | 11/30/18 (continued)
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Buildings & Real Estate -- (continued)
493,036 Associated Asphalt Partners LLC, Tranche B Term Loan,
7.595% (LIBOR + 525 bps), 4/5/24 $ 486,257
748,120 Beacon Roofing Supply, Inc., Initial Term Loan, 4.568%
(LIBOR + 225 bps), 1/2/25 729,417
2,182,184 Builders FirstSource, Inc., Refinancing Term Loan, 5.386%
(LIBOR + 300 bps), 2/29/24 2,093,987
1,935,586 Communications Sales & Leasing, Inc. (CSL Capital LLC),
Shortfall Term Loan, 5.345% (LIBOR +
300 bps), 10/24/22 1,801,708
1,200,000 DTZ U.S. Borrower LLC (aka Cushman & Wakefield), Closing
Date Term Loan, 5.595% (LIBOR + 325 bps), 8/21/25 1,183,870
1,538,375 Packers Holdings LLC, Initial Term Loan, 5.318% (LIBOR +
300 bps), 12/4/24 1,526,837
864,063 Penn Engineering & Manufacturing Corp., Tranche B Term
Loan, 5.095% (LIBOR + 275 bps), 6/27/24 857,582
698,250 Southwire Co., Initial Term Loan, 4.31% (LIBOR +
200 bps), 5/19/25 693,886
1,977,273 VICI Properties 1 LLC, Term B Loan, 4.306% (LIBOR +
200 bps), 12/20/24 1,949,468
1,908,155 WireCo WorldGroup, Inc., First Lien Initial Term Loan,
7.345% (LIBOR + 500 bps), 9/29/23 1,914,514
--------------
Total Buildings & Real Estate $ 14,925,684
------------------------------------------------------------------------------------------------------------
Chemicals, Plastics & Rubber -- 11.1%
803,783 Allnex (Luxembourg) & Cy SCA (fka AI Chem & Cy SCA),
Tranche B-2 Term Loan, 5.955% (LIBOR +
325 bps), 9/13/23 $ 800,769
604,035 Allnex (Luxembourg) & Cy SCA (fka AI Chem & Cy SCA),
Tranche B-3 Term Loan, 5.955% (LIBOR +
325 bps), 9/13/23 601,770
445,500 Archroma Finance S.a.r.l., First Lien Facility B2, 6.42%
(LIBOR + 400 bps), 8/12/24 438,261
496,250 Avantor, Inc., Initial Dollar Term Loan, 6.072% (LIBOR +
375 bps), 11/21/24 497,180
1,231,567 Axalta Coating Systems Dutch Holding B BV (Axalta Coating
Systems US Holdings, Inc.), Term B-3 Dollar Loan,
4.136% (LIBOR + 175 bps), 6/1/24 1,216,846
943,270 Berry Global, Inc. (fka Berry Plastics Corp.), Term
Q Loan, 4.318% (LIBOR + 200 bps), 10/1/22 936,687
530,000 Boyd Corp., First Lien Initial Term Loan, 5.845% (LIBOR +
350 bps), 9/6/25 512,775
500,000 Boyd Corp., Second Lien Initial Term Loan, 9.095%
(LIBOR + 675 bps), 9/6/26 494,063
997,494 Chemours Co., Tranche B-2 US Dollar Term Loan, 4.1%
(LIBOR + 175 bps), 4/3/25 981,896
648,375 EaglePicher Technologies LLC, Initial First Lien Term
Loan, 5.595% (LIBOR + 325 bps), 3/8/25 641,081
The accompanying notes are an integral part of these financial statements.
16 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Chemicals, Plastics & Rubber -- (continued)
1,443,765 Ferro Corporation, Tranche B-1 Term Loan, 4.636%
(LIBOR + 225 bps), 2/14/24 $ 1,435,419
319,762 H.B. Fuller Co., Commitment, 4.301% (LIBOR +
200 bps), 10/20/24 315,632
1,485,000 HD Supply Waterworks, Ltd., Initial Term Loan, 5.526%
(LIBOR + 300 bps), 8/1/24 1,472,934
1,002,367 Infiltrator Water Technologies LLC, First Lien Term
B-2 Loan, 5.386% (LIBOR + 300 bps), 5/27/22 998,608
1,084,330 MacDermid, Inc. (Platform Specialty Products Corp.),
Tranche B-6 Term Loan, 5.345% (LIBOR +
300 bps), 6/7/23 1,086,816
1,237,500 Natgasoline LLC, Initial Term Loan, 6.25% (LIBOR +
350 bps), 11/14/25 1,235,922
1,662,026 Nexeo Solutions LLC, Term B-1 Loan, 5.792% (LIBOR +
325 bps), 6/9/23 1,663,584
1,381,143 Omnova Solutions, Inc., Term B-2 Loan, 5.595% (LIBOR +
325 bps), 8/25/23 1,372,511
558,612 Orion Engineered Carbons GmbH, Initial Dollar Term Loan,
4.386% (LIBOR + 200 bps), 7/25/24 558,380
1,454,075 Plaskolite LLC, First Lien Term Loan, 5.845% (LIBOR +
350 bps), 11/3/22 1,452,258
412,231(b) Platform Specialty Products Corp., Term Loan, 11/14/25 408,882
1,287,275 PQ Corp., Third Amendment Tranche B-1 Term Loan,
5.027% (LIBOR + 250 bps), 2/8/25 1,272,471
2,010,019 Reynolds Group Holdings, Inc., Incremental US Term Loan,
5.095% (LIBOR + 275 bps), 2/5/23 1,994,765
597,375 Ring Container Technologies Group LLC, First Lien Initial
Term Loan, 5.095% (LIBOR + 275 bps), 10/31/24 591,401
1,304,689 Tank Holding Corp. Replacement Term Loan, 5.593%
(LIBOR + 325 bps), 3/16/22 1,293,273
1,361,963 Tata Chemicals North America, Term Loan, 5.188%
(LIBOR + 275 bps), 8/7/20 1,355,153
1,042,125 Trident TPI Holdings, Inc., Tranche B-1 Term Loan, 5.595%
(LIBOR + 325 bps), 10/17/24 1,029,099
405,078 Tronox, Ltd., First Lien Blocked Dollar Term Loan, 5.345%
(LIBOR + 300 bps), 9/23/24 401,660
934,797 Tronox, Ltd., First Lien Initial Dollar Term Loan, 5.345%
(LIBOR + 300 bps), 9/23/24 926,909
1,337,031 Twist Beauty International Holdings SA, Facility B2,
5.634% (LIBOR + 275 bps), 4/22/24 1,325,332
740,644 Unifrax I LLC, Initial Dollar Term Loan, 5.886%
(LIBOR + 350 bps), 4/4/24 732,311
1,376,551 Univar USA, Inc., Term B-3 Loan, 4.595% (LIBOR + 225
bps), 7/1/24 1,354,182
206,618 US Silica Co., Term Loan, 6.375% (LIBOR +
400 bps), 5/1/25 183,847
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 17
Schedule of Investments | 11/30/18 (continued)
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Chemicals, Plastics & Rubber -- (continued)
746,250 Vantage Specialty Chemicals, Inc., First Lien Closing
Date Term Loan, 5.9% (LIBOR + 350 bps), 10/28/24 $ 741,819
493,703 Versum Materials, Inc. (fka Versum Materials LLC), Term
Loan, 4.386% (LIBOR + 200 bps), 9/29/23 493,332
--------------
Total Chemicals, Plastics & Rubber $ 32,817,828
------------------------------------------------------------------------------------------------------------
Computers & Electronics -- 3.5%
792,000 Applied Systems, Inc., First Lien Closing Date Term
Loan, 5.386% (LIBOR + 300 bps), 9/19/24 $ 791,010
750,000 Applied Systems, Inc., Second Lien Initial Term Loan,
9.386% (LIBOR + 700 bps), 9/19/25 758,250
1,243,750 Chloe OX Parent LLC, Initial Term Loan, 6.886% (LIBOR +
450 bps), 12/23/24 1,243,750
1,394,002 Dynatrace LLC, First Lien Term Loan, 5.595% (LIBOR +
325 bps), 8/22/25 1,389,646
227,941 Dynatrace LLC, Second Lien Term Loan, 9.345% (LIBOR +
700 bps), 8/21/26 229,461
783,993 Energy Acquisition LP, First Lien Initial Term Loan,
6.636% (LIBOR + 425 bps), 6/26/25 791,833
749,254 Infor (US), Inc. (fka Lawson Software, Inc.), Tranche
B-6 Term Loan, 5.136% (LIBOR + 275 bps), 2/1/22 741,012
320,392 Ivanti Software, Inc. (fka LANDesk Group, Inc.), First
Lien Term Loan, 6.55% (LIBOR + 425 bps), 1/20/24 318,089
467,908 Kronos, Inc., First Lien Incremental Term Loan, 5.541%
(LIBOR + 300 bps), 11/1/23 462,910
1,130,417 Microchip Technology, Inc., Initial Term Loan, 4.35%
(LIBOR + 200 bps), 5/29/25 1,125,471
393,237 ON Semiconductor Corp., 2018 New Replacement Term
B-3 Loan, 4.095% (LIBOR + 175 bps), 3/31/23 390,463
115,223 Rocket Software, Inc., Term Loan, 6.745% (LIBOR + 425
bps), 11/20/25 114,748
2,250,000 Ultra Clean Holdings, Inc., Term Loan B, 6.845% (LIBOR +
450 bps), 3/31/23 2,199,375
--------------
Total Computers & Electronics $ 10,556,018
------------------------------------------------------------------------------------------------------------
Construction & Building -- 0.8%
1,243,750 McDermott International, Inc., Term Loan, 7.345%
(LIBOR + 500 bps), 5/12/25 $ 1,200,737
1,265,326 Quikrete Holdings, Inc., First Lien Initial Term Loan,
5.095% (LIBOR + 275 bps), 11/15/23 1,242,731
--------------
Total Construction & Building $ 2,443,468
------------------------------------------------------------------------------------------------------------
Containers, Packaging & Glass -- 0.4%
1,315,000 Plastipak Holdings, Inc., Tranche B Term Loan, 4.85%
(LIBOR + 250 bps), 10/14/24 $ 1,308,754
--------------
Total Containers, Packaging & Glass $ 1,308,754
------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Diversified & Conglomerate Manufacturing -- 2.6%
1,506,583 Commercial Barge Line Co., Initial Term Loan, 11.095%
(LIBOR + 875 bps), 11/12/20 $ 1,116,755
324,373 Delos Finance S.a r.l., New Term Loan, 4.136% (LIBOR +
175 bps), 10/6/23 323,794
882,067 ExamWorks Group, Inc. (fka Gold Merger Co., Inc.), Term
B-1 Loan, 5.595% (LIBOR + 325 bps), 7/27/23 880,414
941,001 Installed Building Products, Inc., Tranche B-2 Term
Loan, 4.845% (LIBOR + 250 bps), 4/15/25 924,533
1,147,125 Pelican Products, Inc., First Lien Term Loan, 5.814%
(LIBOR + 350 bps), 5/1/25 1,139,239
298,148 Ranpak Corp., Second Lien Initial Term Loan, 9.56%
(LIBOR + 725 bps), 10/3/22 297,403
1,548,975 Ranpak Corp., Tranche B-1 USD Term Loan, 5.595%
(LIBOR + 325 bps), 10/1/21 1,543,166
1,714,134 STG-Fairway Acquisitions, Inc., First Lien Term Loan,
7.777% (LIBOR + 525 bps), 6/30/22 1,709,849
--------------
Total Diversified & Conglomerate Manufacturing $ 7,935,153
------------------------------------------------------------------------------------------------------------
Diversified & Conglomerate Service -- 12.7%
1,732,500 Albany Molecular Research, Inc., First Lien Initial
Term Loan, 5.595% (LIBOR + 325 bps), 8/30/24 $ 1,718,207
1,000,000 Albany Molecular Research, Inc., Second Lien Initial
Term Loan, 9.345% (LIBOR + 700 bps), 8/30/25 1,003,750
1,655,978 Alion Science and Technology Corp., First Lien Term
Loan, 6.845% (LIBOR + 450 bps), 8/19/21 1,660,118
750,000 Allied Universal Holdco LLC (fka USAGM Holdco, LLC),
First Lien Incremental Term Loan, 6.641% (LIBOR +
425 bps), 7/28/22 743,437
919,339 Allied Universal Holdco LLC (fka USAGM Holdco LLC),
First Lien Initial Term Loan, 6.136% (LIBOR +
375 bps), 7/28/22 904,687
646,750 American Traffic Solutions, Inc., Initial First Lien
Term Loan, 6.095% (LIBOR + 375 bps), 2/28/25 648,064
348,034 AVSC Holding Corp., First Lien Initial Term Loan, 5.696%
(LIBOR + 325 bps), 3/3/25 341,943
766,878 Booz Allen Hamilton, Inc., New Refinancing Tranche B
Term Loan, 4.345% (LIBOR + 200 bps), 6/30/23 766,558
3,345,470 Bright Horizons Family Solutions LLC (fka Bright Horizons
Family Solutions, Inc.), Term B Loan, 4.095% (LIBOR +
175 bps), 11/7/23 3,337,086
1,916,810 CB Poly Investments LLC, First Lien Closing Date Term
Loan, 6.095% (LIBOR + 375 bps), 8/16/23 1,909,622
1,530,643 Change Healthcare Holdings, Inc. (fka Emdeon, Inc.),
Closing Date Term Loan, 5.095% (LIBOR +
275 bps), 3/1/24 1,513,969
1,975,000 Constellis Holdings LLC, First Lien Term B Loan, 7.386%
(LIBOR + 500 bps), 4/21/24 1,947,844
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 19
Schedule of Investments | 11/30/18 (continued)
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Diversified & Conglomerate Service -- (continued)
1,207,986 DBRS, Ltd., Initial Term Loan, 7.957% (LIBOR +
525 bps), 3/4/22 $ 1,206,476
1,020,300 DG Investment Intermediate Holdings 2, Inc. (aka
Convergint Technologies Holdings LLC), First Lien
Initial Term Loan, 5.345% (LIBOR + 300 bps), 2/3/25 1,007,546
1,207,428 DTI Holdco, Inc., Replacement B-1 Term Loan, 7.276%
(LIBOR + 475 bps), 9/29/23 1,142,529
429,884 Engility Corp. (fka TASC, Inc.), Term B2 Loan, 5.095%
(LIBOR + 275 bps), 8/14/23 430,152
830,348 Filtration Group Corp., Initial Dollar Term Loan, 5.345%
(LIBOR + 300 bps), 3/29/25 826,067
647,975 Gates Global LLC, Initial B-2 Dollar Term Loan, 5.095%
(LIBOR + 275 bps), 4/1/24 638,188
1,100,902 GHX Ultimate Parent Corp., First Lien Initial Term Loan,
5.636% (LIBOR + 325 bps), 6/28/24 1,083,012
241,231 IAP Worldwide Services, Inc., Second Lien Term Loan,
8.886% (LIBOR + 650 bps), 7/18/19 239,421
498,750 Iqvia Inc. (Quintiles IMS), Term B-3 Dollar Loan, 4.136%
(LIBOR + 175 bps), 6/11/25 494,698
1,093,489 Jaguar Holding Co. I LLC (aka Pharmaceutical Product
Development LLC), 2018 Term Loan, 4.845% (LIBOR +
250 bps), 8/18/22 1,078,454
1,000,000 Mitchell International, Inc., First Lien Initial Term
Loan, 5.595% (LIBOR + 325 bps), 11/29/24 986,875
1,611,092 National Mentor Holdings, Inc., Tranche B Term Loan,
5.386% (LIBOR + 300 bps), 1/31/21 1,609,581
2,185,713 NVA Holdings, Inc., First Lien Term B-3 Loan, 5.095%
(LIBOR + 275 bps), 2/2/25 2,132,437
299,762 On Assignment, Inc., Initial Term B-1 Loan, 4.345%
(LIBOR + 200 bps), 6/3/22 298,263
191,484 On Assignment, Inc., Initial Term B-2 Loan, 4.345%
(LIBOR + 200 bps), 4/2/25 190,168
342,128 Outfront Media Capital LLC (Outfront Media Capital Corp.),
Term Loan, 4.299% (LIBOR + 200 bps), 3/18/24 340,096
1,530,318 Press Ganey Holdings, Inc., First Lien Replacement Term
Loan, 5.095% (LIBOR + 275 bps), 10/23/23 1,515,492
299,250 Sound Inpatient Physicians, Inc., First Lien Initial
Term Loan, 5.345% (LIBOR + 300 bps), 6/27/25 298,689
492,500 Team Health Holdings, Inc., Initial Term Loan, 5.095%
(LIBOR + 275 bps), 2/6/24 460,487
1,333,744 Tempo Acquisition LLC, Initial Term Loan, 5.345%
(LIBOR + 300 bps), 5/1/24 1,324,366
1,231,250 Trico Group LLC, First Lien Initial Term Loan, 9.207%
(LIBOR + 650 bps), 2/2/24 1,231,250
798,000 West Corp., Incremental Term B-1 Loan, 6.026%
(LIBOR + 350 bps), 10/10/24 779,617
The accompanying notes are an integral part of these financial statements.
20 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Diversified & Conglomerate Service -- (continued)
1,401,400 West Corp., Initial Term B Loan, 6.526% (LIBOR +
400 bps), 10/10/24 $ 1,385,087
733,125 WEX, Inc., Term B-2 Loan, 4.595% (LIBOR + 225 bps),
6/30/23 729,001
--------------
Total Diversified & Conglomerate Service $ 37,923,237
------------------------------------------------------------------------------------------------------------
Diversified Natural Resources & Precious Metals -- 0.3%
946,875 84 Lumber Co., Term B-1 Loan, 7.565% (LIBOR +
525 bps), 10/25/23 $ 946,875
--------------
Total Diversified Natural Resources & Precious Metals $ 946,875
------------------------------------------------------------------------------------------------------------
Educational Services -- 0.4%
1,303,228 Laureate Education, Inc., Series 2024 Term Loan, 6.027%
(LIBOR + 350 bps), 4/26/24 $ 1,302,824
--------------
Total Educational Services $ 1,302,824
------------------------------------------------------------------------------------------------------------
Electric & Electrical -- 0.8%
1,124,744 Dell International LLC, Refinancing Term B Loan, 4.35%
(LIBOR + 200 bps), 9/7/23 $ 1,112,852
246,222 Micron Technology, Inc., Term Loan, 4.1% (LIBOR +
175 bps), 4/26/22 245,791
212,096 MKS Instruments, Inc., Tranche B-3 Term Loan, 4.095%
(LIBOR + 175 bps), 5/1/23 212,007
588,756 Rackspace Hosting, Inc., First Lien Term B Loan, 5.581%
(LIBOR + 300 bps), 11/3/23 545,777
--------------
Total Electric & Electrical $ 2,116,427
------------------------------------------------------------------------------------------------------------
Electronics -- 5.6%
834,531 4L Technologies, Inc. (fka Clover Holdings, Inc.), Term
Loan, 6.849% (LIBOR + 450 bps), 5/8/20 $ 812,624
619,334 Access CIG LLC, First Lien Term B Loan, 6.456% (LIBOR +
375 bps), 2/27/25 619,334
671,451 Avast Software BV, 2018 Refinancing Dollar Term Loan,
4.886% (LIBOR + 250 bps), 9/29/23 669,912
1,489,729 First Data Corp., 2022D New Dollar Term Loan, 4.315%
(LIBOR + 200 bps), 7/8/22 1,467,636
1,131,090 First Data Corp., 2024A New Dollar Term Loan, 4.315%
(LIBOR + 200 bps), 4/26/24 1,114,316
525,000 Globallogic Holdings, Inc., Initial Term Loan, 5.595%
(LIBOR + 325 bps), 8/1/25 523,018
1,182,125 Mirion Technologies (Finance) LLC (Mirion Technologies,
Inc.), First Lien Initial Term Loan, 7.136% (LIBOR +
475 bps), 3/31/22 1,176,215
1,295,679 nThrive, Inc. (fka Precyse Acquisition Corp.), Additional
Term B-2 Loan, 6.845% (LIBOR + 450 bps), 10/20/22 1,300,268
1,216,470 Rovi Solutions Corp., Term B Loan, 4.85% (LIBOR +
250 bps), 7/2/21 1,205,218
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 21
Schedule of Investments | 11/30/18 (continued)
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Electronics -- (continued)
2,819,645 Scientific Games International, Inc., Initial Term B-5
Loan, 5.216% (LIBOR + 275 bps), 8/14/24 $ 2,756,203
951,315 Spectrum Brands, Inc., 2017 Refinanced USD Term Loan,
4.426% (LIBOR + 200 bps), 6/23/22 942,793
583,570 SS&C Technologies Holdings, Inc., 2017 Refinancing New
Term B-1 Loan, 4.595% (LIBOR + 225 bps), 7/8/22 580,965
641,403 SS&C Technologies Holdings, Inc., Term B-3 Loan, 4.595%
(LIBOR + 225 bps), 4/16/25 627,734
244,296 SS&C Technologies Holdings, Inc., Term B-4 Loan, 4.595%
(LIBOR + 225 bps), 4/16/25 239,090
1,314,951 Verint Systems, Inc., Refinancing Term Loan, 4.299%
(LIBOR + 200 bps), 6/28/24 1,310,020
100,723 WESCO Distribution, Inc., Tranche B-1 Term Loan, 5.345%
(LIBOR + 300 bps), 12/12/19 100,598
1,397,698 Western Digital Corp., US Term B-4 Loan, 4.056%
(LIBOR + 175 bps), 4/29/23 1,361,882
--------------
Total Electronics $ 16,807,826
------------------------------------------------------------------------------------------------------------
Entertainment & Leisure -- 0.9%
833,000 Cedar Fair LP, US Term B Loan, 4.095% (LIBOR + 175 bps),
4/13/24 $ 830,658
469,666 Live Nation Entertainment, Inc., Term B-3 Loan, 4.125%
(LIBOR + 175 bps), 10/31/23 467,893
1,129,012 Sabre GLBL, Inc. (fka Sabre, Inc.), 2018 Other Term
B Loan, 4.345% (LIBOR + 200 bps), 2/22/24 1,115,251
--------------
Total Entertainment & Leisure $ 2,413,802
------------------------------------------------------------------------------------------------------------
Environmental Services -- 1.1%
840,863 Advanced Disposal Services, Inc. (fka ADS Waste
Holdings, Inc.), Additional Term Loan, 4.475% (LIBOR +
225 bps), 11/10/23 $ 832,717
71,823 GFL Environmental, Inc., Delayed Draw Term Loan, 7.0%
(PRIME + 175 bps), 5/30/25 70,162
976,731 GFL Environmental, Inc., Effective Date Incremental
Term Loan, 5.386% (LIBOR + 300 bps), 5/30/25 954,145
1,519,121 WCA Waste Systems, Inc., Initial Term Loan, 4.845%
(LIBOR + 250 bps), 8/11/23 1,509,626
--------------
Total Environmental Services $ 3,366,650
------------------------------------------------------------------------------------------------------------
Farming & Agriculture -- 1.1%
2,002,851 Caraustar Industries, Inc., Refinancing Term Loan, 7.886%
(LIBOR + 550 bps), 3/14/22 $ 2,004,519
1,197,909 Dole Food Co., Inc., Tranche B Term Loan, 5.088%
(LIBOR + 275 bps/PRIME + 175 bps), 4/6/24 1,182,186
--------------
Total Farming & Agriculture $ 3,186,705
------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Financial Services -- 2.2%
897,750 Blackhawk Network Holdings, Inc., First Lien Term Loan,
5.386% (LIBOR + 300 bps), 6/15/25 $ 889,221
997,475(b) Everi Payments, Inc., Term B loan, 5/9/24 995,979
1,315,000 Financial & Risk US Holdings, Inc. (aka Refinitiv),
Initial Dollar Term Loan, 6.095% (LIBOR +
375 bps), 10/1/25 1,283,632
975,363 Freedom Mortgage Corp., Initial Term Loan, 7.095%
(LIBOR + 475 bps), 2/23/22 972,315
1,055,217 Trans Union LLC, 2017 Replacement Term B-3 Loan,
4.345% (LIBOR + 200 bps), 4/10/23 1,044,665
1,464,823 Vistra Group, Ltd., First Lien Initial Dollar Term Loan,
5.345% (LIBOR + 300 bps), 10/26/22 1,442,851
--------------
Total Financial Services $ 6,628,663
------------------------------------------------------------------------------------------------------------
Forest Products -- 0.3%
835,494 ProAmpac PG Borrower LLC, First Lien Initial Term Loan,
5.984% (LIBOR + 350 bps), 11/20/23 $ 825,051
--------------
Total Forest Products $ 825,051
------------------------------------------------------------------------------------------------------------
Grocery -- 0.3%
807,500 Diplomat Pharmacy, Inc., Initial Term B Loan, 6.85%
(LIBOR + 450 bps), 12/20/24 $ 811,033
--------------
Total Grocery $ 811,033
------------------------------------------------------------------------------------------------------------
Healthcare & Pharmaceuticals -- 7.3%
1,464,709 Acadia Healthcare Co., Inc., Tranche B-4 Term Loan,
4.845% (LIBOR + 250 bps), 2/16/23 $ 1,453,724
1,063,353 Alkermes, Inc., 2023 Term Loan, 4.57% (LIBOR +
225 bps), 3/27/23 1,065,347
495,000 Alphabet Holding Co., Inc. (aka Nature's Bounty),
First Lien Initial Term Loan B, 5.845% (LIBOR +
350 bps), 9/26/24 467,002
1,500,000 Alphabet Holding Co., Inc. (aka Nature's Bounty),
Second Lien Initial Term Loan, 10.095% (LIBOR +
775 bps),9/26/25 1,337,812
910,000(b) Auris LuxCo (aka Sivantos Group), First Lien Term
loan B, 7/24/25 909,242
1,771,427(c) CCS Medical, Inc., Second Lien Term Loan, 14.50% (14.50%
PIK 0.0% cash) (PRIME + 900 bps), 5/31/19 13,286
550,264 CHS/Community Health Systems, Inc., Incremental 2021
Term H Loan, 5.957% (LIBOR + 325 bps), 1/27/21 539,173
1,231,250 Cidron Healthcare, Ltd. (aka ConvaTec, Inc.), Term B
Loan, 4.636% (LIBOR + 225 bps), 10/31/23 1,222,785
1,212,219 Concentra, Inc., First Lien Tranche B-1 Term Loan, 5.07%
(LIBOR + 275 bps), 6/1/22 1,202,370
851,202 DaVita HealthCare Partners, Inc., Term Loan B2, 5.095%
(LIBOR + 275 bps), 6/24/21 850,819
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 23
Schedule of Investments | 11/30/18 (continued)
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Healthcare & Pharmaceuticals -- (continued)
1,589,875 Endo Luxembourg Finance Company I S.a.r.l., Initial
Term Loan, 6.625% (LIBOR + 425 bps), 4/29/24 $ 1,588,675
888,636 Explorer Holdings, Inc., Initial Term Loan, 6.136%
(LIBOR + 375 bps), 5/2/23 886,970
712,540 Gentiva Health Services, Inc., First Lien Closing Date
Initial Term Loan, 6.125% (LIBOR + 375 bps), 7/2/25 711,204
832,767 Greatbatch, Ltd., New Term B Loan, 5.32% (LIBOR +
300 bps), 10/27/22 832,246
1,457,373 HC Group Holdings III, Inc., First Lien Refinancing
Term Loan, 6.095% (LIBOR + 375 bps), 4/7/22 1,460,106
350,000 Herbalife Nutrition, Ltd., Term Loan B, 5.595% (LIBOR +
325 bps), 8/18/25 349,417
866,145 Horizon Pharma, Inc., Fourth Amendment Refinanced Term
Loan, 5.375% (LIBOR + 300 bps), 3/29/24 861,544
1,000,000 Kindred Healthcare LLC, Closing Date Term Loan, 7.375%
(LIBOR + 500 bps), 7/2/25 980,000
825,000 NMN Holdings III Corp., First Lien Closing Date Term
Loan, 6.064% (LIBOR + 375 bps), 11/13/25 821,906
463,743 Prestige Brands, Inc., Term B-4 Loan, 4.345% (LIBOR +
200 bps), 1/26/24 459,975
1,960,150 Prospect Medical Holdings, Inc., Term B-1 Loan, 7.875%
(LIBOR + 550 bps), 2/22/24 1,967,501
1,790,114 Sterigenics-Nordion Holdings LLC, Incremental Term Loan,
5.345% (LIBOR + 300 bps), 5/15/22 1,773,332
--------------
Total Healthcare & Pharmaceuticals $ 21,754,436
------------------------------------------------------------------------------------------------------------
Healthcare, Education & Childcare -- 5.2%
1,500,000 Alliance HealthCare Services, Inc., Second Lien Initial
Term Loan, 12.345% (LIBOR + 1,000 bps), 4/24/24 $ 1,500,000
1,424,168 ATI Holdings Acquisition, Inc., First Lien Initial Term
Loan, 5.807% (LIBOR + 350 bps), 5/10/23 1,419,421
270,688 Catalent Pharma Solutions, Inc. (fka Cardinal Health
409, Inc.), Dollar Term Loan, 4.595% (LIBOR +
225 bps), 5/20/24 269,377
666,563 Kinetic Concepts, Inc., Dollar Term Loan, 5.636%
(LIBOR + 325 bps), 2/2/24 664,896
1,998,104 KUEHG Corp. (fka KC MergerSub, Inc.), Term B-3 Loan,
6.136% (LIBOR + 375 bps), 2/21/25 1,992,038
443,250 Lantheus Holdings, Inc., Replacement Term Loan, 6.095%
(LIBOR + 375 bps), 6/30/22 443,250
845,199 Life Time Fitness, Inc., 2017 Refinancing Term Loan,
5.456% (LIBOR + 275 bps), 6/10/22 835,074
564,669 Quorum Health Corp., Term Loan, 9.095% (LIBOR +
675 bps), 4/29/22 569,140
1,610,697(b) Regionalcare Hospital Partners Holdings, Inc., First
Lien Term B Loan, 11/16/25 1,584,523
1,389,492 Select Medical Corp., Tranche B Term Loan, 4.811%
(LIBOR + 250 bps/PRIME + 150 bps), 3/6/25 1,383,413
The accompanying notes are an integral part of these financial statements.
24 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Healthcare, Education & Childcare -- (continued)
1,747,470 US Renal Care, Inc., First Lien Initial Term Loan, 6.636%
(LIBOR + 425 bps), 12/30/22 $ 1,725,190
250,000(b) Valeant Pharmaceuticals International, Inc., First
Incremental Term Loan, 11/27/25 246,719
2,543,577 Valeant Pharmaceuticals International, Inc., Initial
Term Loan, 5.314% (LIBOR + 300 bps), 6/2/25 2,521,320
445,221 Vizient, Inc., Term B-4 Loan, 5.095% (LIBOR +
275 bps), 2/13/23 444,163
--------------
Total Healthcare, Education & Childcare $ 15,598,524
------------------------------------------------------------------------------------------------------------
Home & Office Furnishings -- 1.2%
1,135,875 Armstrong World Industries, Inc., Term Loan B, 5.112%
(LIBOR + 275 bps), 3/31/23 $ 1,127,356
1,817,001 Serta Simmons Bedding LLC, First Lien Initial Term Loan,
5.815% (LIBOR + 350 bps), 11/8/23 1,622,431
901,867 Serta Simmons Bedding LLC, Second Lien Initial Term
Loan, 10.318% (LIBOR + 800 bps), 11/8/24 683,615
--------------
Total Home & Office Furnishings $ 3,433,402
------------------------------------------------------------------------------------------------------------
Hotel, Gaming & Leisure -- 3.8%
1,471,934 1011778 BC Unlimited Liability Co. (New Red Finance,
Inc.) (aka Burger King/Tim Hortons), Term B-3 Loan,
4.595% (LIBOR + 225 bps), 2/16/24 $ 1,441,881
2,096,727 Boyd Gaming Corp., Refinancing Term B Loan, 4.485%
(LIBOR + 225 bps), 9/15/23 2,062,437
494,871 Eldorado Resorts, Inc., Term Loan, 4.75% (LIBOR +
225 bps), 4/17/24 490,949
420,454 ESH Hospitality, Inc., Third Repriced Term Loan, 4.345%
(LIBOR + 200 bps), 8/30/23 416,512
2,018,583 Golden Nugget, Inc. (aka Landry's Inc.), Initial Term
B Loan, 5.231% (LIBOR + 275 bps), 10/4/23 1,990,323
467,291 Hilton Worldwide Finance LLC, Series B-2 Term Loan,
4.065% (LIBOR + 175 bps), 10/25/23 463,527
600,000 Marriott Ownership Resorts, Inc., Initial Term Loan,
4.595% (LIBOR + 225 bps), 8/29/25 599,125
1,330,875 MGM Growth Properties Operating Partnership LP, Term
B Loan, 4.345% (LIBOR + 200 bps), 3/21/25 1,309,663
450,000 Penn National Gaming, Inc., Term B-1 Facility Loan,
4.581% (LIBOR + 225 bps), 10/15/25 447,107
1,042,250 Seminole Hard Rock Entertainment, Inc., Term Loan,
5.146% (LIBOR + 275 bps), 5/14/20 1,041,164
523,688 Stars Group Holdings BV, USD Term Loan, 5.886%
(LIBOR + 350 bps), 7/10/25 522,624
478,270 Station Casinos LLC, Term B Facility Loan, 4.85%
(LIBOR + 250 bps), 6/8/23 474,019
--------------
Total Hotel, Gaming & Leisure $ 11,259,331
------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 25
Schedule of Investments | 11/30/18 (continued)
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Insurance -- 3.8%
898,561 Alliant Holdings Intermediate LLC, Initial Term Loan,
5.057% (LIBOR + 275 bps), 5/9/25 $ 883,710
613,439 AmWINS Group, Inc., First Lien Term Loan, 5.088%
(LIBOR + 275 bps), 1/25/24 608,619
2,070,077 Asurion LLC (fka Asurion Corp.), New B-7 Term Loan,
5.345% (LIBOR + 300 bps), 11/3/24 2,050,239
287,577 Asurion LLC (fka Asurion Corp.), Replacement B-6 Term
Loan, 5.345% (LIBOR + 300 bps), 11/3/23 285,097
675,000 Asurion LLC (fka Asurion Corp.), Second Lien Replacement
B-2 Term Loan, 8.845% (LIBOR + 650 bps), 8/4/25 688,500
2,299,881 Confie Seguros Holding II Co., Term B Loan, 7.957%
(LIBOR + 525 bps), 4/19/22 2,299,881
1,851,923 Integro, Ltd., First Lien Initial Term Loan, 8.303%
(LIBOR + 575 bps), 10/31/22 1,856,553
1,065,775^ Medical Card System, Inc., Term Loan, 5.5% (LIBOR +
450 bps), 9/2/19 692,754
436,335 MPH Acquisition Holdings LLC, Initial Term Loan, 5.136%
(LIBOR + 275 bps), 6/7/23 429,006
1,653,300 USI, Inc. (fka Compass Investors, Inc.), 2017 New Term
Loan, 5.386% (LIBOR + 300 bps), 5/16/24 1,616,514
--------------
Total Insurance $ 11,410,873
------------------------------------------------------------------------------------------------------------
Leasing -- 0.7%
687,754 Fly Funding II S.a r.l., Term Loan, 4.6% (LIBOR + 200
bps), 2/9/23 $ 655,945
1,492,500 IBC Capital I, Ltd. (aka Goodpack, Ltd.), First Lien
Tranche B-1 Term Loan, 6.087% (LIBOR +
375 bps), 9/11/23 1,483,172
102,941 Kasima LLC, Term Loan, 4.865% (LIBOR +
250 bps), 5/17/21 103,199
--------------
Total Leasing $ 2,242,316
------------------------------------------------------------------------------------------------------------
Leisure & Entertainment -- 2.9%
997,500 24 Hour Fitness Worldwide, Inc., Term Loan, 5.845%
(LIBOR + 350 bps), 5/30/25 $ 991,889
1,123,171 AMC Entertainment, Inc., Initial Term Loan, 4.557%
(LIBOR + 225 bps), 12/15/22 1,115,976
193,538 CBS Radio, Inc., Term B-1 Loan, 5.065% (LIBOR + 275
bps), 11/18/24 191,602
1,000,000 CDS US Intermediate Holdings, Inc. (Cirque Du Soleil
Canada, Inc.), Second Lien Initial Term Loan, 10.636%
(LIBOR + 825 bps), 7/10/23 895,000
296,250 CityCenter Holdings LLC, Term B Loan, 4.595% (LIBOR +
225 bps), 4/18/24 291,436
1,941,989 Fitness International LLC, Term B Loan, 5.595% (LIBOR +
325 bps), 4/18/25 1,928,395
The accompanying notes are an integral part of these financial statements.
26 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Leisure & Entertainment -- (continued)
1,820,016 MCC Iowa LLC, Tranche M Term Loan, 4.23% (LIBOR +
200 bps), 1/15/25 $ 1,798,403
1,286,450 Six Flags Theme Parks, Inc., Tranche B Term Loan, 4.26%
(LIBOR + 175 bps), 6/30/22 1,283,877
--------------
Total Leisure & Entertainment $ 8,496,578
------------------------------------------------------------------------------------------------------------
Machinery -- 3.5%
495,000 AI Aqua Merger Sub, Inc., 2017 First Lien Incremental
Term Loan B, 5.595% (LIBOR + 325 bps), 12/13/23 $ 489,741
434,939 Blount International, Inc., New Refinancing Term Loan,
6.095% (LIBOR + 375 bps), 4/12/23 435,755
587,069 Clark Equipment Co. (aka Doosan Bobcat, Inc.), Repriced
Term Loan, 4.382% (LIBOR + 200 bps), 5/18/24 578,752
768,037 Columbus McKinnon Corp., Repriced Term Loan, 4.886%
(LIBOR + 250 bps), 1/31/24 766,117
914,286 CTC AcquiCo GmbH, Facility B2, 5.957% (LIBOR +
325 bps), 3/7/25 912,000
368,438 Culligan NewCo., Ltd., First Lien Tranche B-1 Term Loan,
5.595% (LIBOR + 325 bps), 12/13/23 364,985
923,190 Gardner Denver, Inc., Tranche B-1 Dollar Term Loan,
5.095% (LIBOR + 275 bps), 7/30/24 919,975
468,750 Hyster-Yale Materials Holding, Inc., Term Loan, 5.595%
(LIBOR + 325 bps), 5/30/23 467,871
829,775 Milacron LLC, Term B Loan, 4.845% (LIBOR +
250 bps), 9/28/23 816,291
583,729 NN, Inc., Tranche B Term Loan, 6.095% (LIBOR +
375 bps), 10/19/22 578,257
1,084,195 Shape Technologies Group, Inc., Initial Term Loan, 5.3%
(LIBOR + 300 bps), 4/20/25 1,070,642
824,126 Terex Corp., Incremental US Term Loan, 4.495% (LIBOR +
200 bps), 1/31/24 813,824
990,107 TMK Hawk Parent Corp., First Lien Initial Term Loan,
5.85% (LIBOR + 350 bps), 8/28/24 939,777
1,078,269 Welbilt, Inc. (fka Manitowoc Foodservice, Inc.), Term
B Loan, 4.845% (LIBOR + 250 bps), 10/23/25 1,066,139
--------------
Total Machinery $ 10,220,126
------------------------------------------------------------------------------------------------------------
Media -- 2.5%
654,000 Altice France SA, USD TLB-[13] Incremental Term Loan,
6.307% (LIBOR + 400 bps), 8/14/26 $ 624,734
345,625 Cable One, Inc., Incremental Term B-1 Loan, 4.14%
(LIBOR + 175 bps), 5/1/24 343,894
492,500 CSC Holdings LLC (fka CSC Holdings, Inc. (Cablevision)),
March 2017 Refinancing Term Loan, 4.557% (LIBOR +
225 bps), 7/17/25 484,928
314,548(b) CSC Holdings LLC (fka CSC Holdings, Inc. (Cablevision)),
October 2018 Incremental Term Loan, 1/15/26 307,471
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 27
Schedule of Investments | 11/30/18 (continued)
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Media -- (continued)
2,179,339 Quincy Newspapers, Inc., Term Loan B, 5.36% (LIBOR +
300 bps/PRIME + 200 bps), 11/2/22 $ 2,169,804
1,198,436 Townsquare Media, Inc., Additional Term B Loan, 5.345%
(LIBOR + 300 bps), 4/1/22 1,189,447
500,000 Unitymedia Finance LLC, Facility E Term Loan, 4.307%
(LIBOR + 200 bps), 6/1/23 496,146
2,082,560 Univision Communications, Inc., 2017 Replacement
Repriced First Lien Term Loan, 5.095% (LIBOR + 275 bps),
3/15/24 1,946,450
--------------
Total Media $ 7,562,874
------------------------------------------------------------------------------------------------------------
Metals & Mining -- 4.5%
1,596,000 Aleris International, Inc., Initial Term Loan, 7.245%
(LIBOR + 475 bps), 2/27/23 $ 1,607,970
1,945,728 Atkore International, Inc., First Lien Initial Incremental
Term Loan, 5.14% (LIBOR + 275 bps), 12/22/23 1,914,110
623,438 Ball Metalpack Finco LLC, First Lien Initial Term Loan,
6.845% (LIBOR + 450 bps), 7/31/25 622,658
990,000 Big River Steel LLC, Closing Date Term Loan, 7.386%
(LIBOR + 500 bps), 8/23/23 1,003,613
947,018 BWay Holding Co., Initial Term Loan, 5.658% (LIBOR +
325 bps), 4/3/24 923,738
2,213,728 Global Brass and Copper, Inc. Initial Term Loan, 4.875%
(LIBOR + 250 bps), 5/29/25 2,208,193
962,500 Oxbow Carbon LLC, First Lien Tranche B Term Loan, 5.845%
(LIBOR + 350 bps), 1/4/23 962,500
921,494 Phoenix Services International LLC, Term B Loan, 6.065%
(LIBOR + 375 bps), 3/1/25 914,583
807,893 TMS International Corp. (aka Tube City IMS Corp.), Term
B-2 Loan, 5.206% (LIBOR + 275 bps), 8/14/24 796,784
2,391,558 Zekelman Industries, Inc. (fka JMC Steel Group, Inc.),
Term Loan, 4.623% (LIBOR + 225 bps), 6/14/21 2,373,621
--------------
Total Metals & Mining $ 13,327,770
------------------------------------------------------------------------------------------------------------
Oil & Gas -- 5.8%
475,904 Apergy Corp., Initial Term Loan, 4.875% (LIBOR + 250
bps), 5/9/25 $ 467,575
2,550,000 BCP Raptor II LLC, Initial Term Loan, 7.143% (LIBOR +
475 bps), 11/3/25 2,499,000
1,000,000 California Resources Corp., Term Loan, 12.724% (LIBOR +
1,038 bps), 12/31/21 1,062,500
1,393,000 Delek US Holdings, Inc., Initial Term Loan, 4.595%
(LIBOR + 225 bps), 3/31/25 1,379,941
2,250,000 Encino Acquisition Partners Holdings LLC, Second Lien
Initial Term Loan, 9.095% (LIBOR + 675 bps), 3/24/24 2,266,875
1,195,887 Energy Transfer Equity LP, Refinanced Loan, 4.345%
(LIBOR + 200 bps), 2/2/24 1,193,538
The accompanying notes are an integral part of these financial statements.
28 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Oil & Gas -- (continued)
1,000,000 Gavilan Resources LLC, Second Lien Initial Term Loan,
8.306% (LIBOR + 600 bps), 3/1/24 $ 852,500
2,014,446 Gulf Finance LLC, Tranche B Term Loan, 7.64% (LIBOR +
525 bps), 8/25/23 1,593,931
602,503 Keane Group Holdings LLC, Initial Term Loan, 6.125%
(LIBOR + 375 bps), 5/25/25 576,144
398,000 Lucid Energy Group II Borrower LLC, Initial Term Loan,
5.306% (LIBOR + 300 bps), 2/17/25 391,533
1,240,625 Medallion Midland Acquisition LLC, Initial Term Loan,
5.595% (LIBOR + 325 bps), 10/30/24 1,202,114
111,325 MEG Energy Corp., Initial Term Loan, 5.85% (LIBOR +
350 bps), 12/31/23 110,977
625,000 NorthRiver Midstream Finance LP, Initial Term B Loan,
5.646% (LIBOR + 325 bps), 10/1/25 619,922
689,479 St. Joseph Energy Center LLC, Term B Loan Advance,
5.85% (LIBOR + 350 bps), 4/10/25 693,357
985,833 Summit Midstream Partners Holdings LLC, Term Loan
Credit Facility, 8.345% (LIBOR + 600 bps), 5/13/22 990,351
1,500,000 Traverse Midstream Partners LLC, Advance Term Loan,
6.6% (LIBOR + 400 bps), 9/27/24 1,494,843
--------------
Total Oil & Gas $ 17,395,101
------------------------------------------------------------------------------------------------------------
Personal, Food & Miscellaneous Services -- 2.6%
347,375 Diamond (BC) BV, Term Loan, 5.526% (LIBOR +
300 bps), 9/6/24 $ 338,691
1,547,250 IRB Holding Corp. (aka Arby's / Buffalo Wild Wings),
Term B Loan, 5.568% (LIBOR + 325 bps), 2/5/25 1,533,873
908,093 Match Group, Inc. (fka The Match Group, Inc.), Additional
Term B-1 Loan, 4.806% (LIBOR + 250 bps), 11/16/22 909,228
1,113,157 Mill US Acquisition, First Lien Term Loan, 6.41% (LIBOR +
400 bps), 7/3/20 1,042,367
758,325 Parfums Holding Co., Inc., First Lien Initial Term Loan,
6.957% (LIBOR + 425 bps), 6/30/24 748,372
1,000,000 Parfums Holding Co., Inc., Second Lien Initial Term
Loan, 11.1% (LIBOR + 875 bps), 6/30/25 1,010,000
1,586,308 Prime Security Services Borrower LLC, First Lien 2016-2
Refinancing Term B-1 Loan, 5.095% (LIBOR +
275 bps), 5/2/22 1,572,143
928,257 Revlon Consumer Products Corp., Initial Term Loan B,
6.206% (LIBOR + 350 bps), 9/7/23 687,200
--------------
Total Personal, Food & Miscellaneous Services $ 7,841,874
------------------------------------------------------------------------------------------------------------
Printing & Publishing -- 2.2%
752,615 A-L Parent LLC (aka Learfield Communications), First
Lien Initial Term Loan, 5.6% (LIBOR + 325 bps), 12/1/23 $ 750,734
2,130,625 McGraw-Hill Global Education Holdings LLC, First Lien
Term B Loan, 6.345% (LIBOR + 400 bps), 5/4/22 1,975,013
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 29
Schedule of Investments | 11/30/18 (continued)
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Printing & Publishing -- (continued)
736,667 Octavius Corp., New Tranche B Term Loan, 5.824%
(LIBOR + 350 bps), 11/8/23 $ 728,379
1,635,000 Red Ventures LLC (New Imagitas, Inc.), First Lien Term
B-1 Loan, 5.315% (LIBOR + 300 bps), 11/8/24 1,627,701
917,858 Springer Science + Business Media GmbH, Initial Term
B13 Loan, 5.886% (LIBOR + 350 bps), 8/15/22 915,793
549,911 Trader Corp., First Lien 2017 Refinancing Term Loan,
5.337% (LIBOR + 300 bps), 9/28/23 548,193
--------------
Total Printing & Publishing $ 6,545,813
------------------------------------------------------------------------------------------------------------
Professional & Business Services -- 2.0%
1,265,424 GW Honos Security Corp. (Garda World Security Corp.),
Term B Loan, 5.821% (LIBOR + 350 bps), 5/24/24 $ 1,262,261
1,500,000 Interior Logic Group Holdings IV LLC, Initial Term Loan,
6.391% (LIBOR + 400 bps), 5/30/25 1,494,375
444,262 LPL Holdings, Inc., Tranche B Term Loan, 4.55% (LIBOR +
225 bps), 9/23/24 441,297
665,188 Pre-Paid Legal Services, Inc. (aka LegalShield), First
Lien Initial Term Loan, 5.345% (LIBOR + 300 bps), 5/1/25 661,862
987,525 SIWF Holdings, Inc., First Lien Initial Term Loan, 6.553%
(LIBOR + 425 bps), 6/15/25 977,650
1,200,000 Verscend Holding Corp., Term B Loan, 6.845% (LIBOR +
450 bps), 8/27/25 1,195,874
--------------
Total Professional & Business Services $ 6,033,319
------------------------------------------------------------------------------------------------------------
Retail -- 5.3%
990,000 Bass Pro Group LLC, Initial Term Loan, 7.345% (LIBOR +
500 bps), 9/25/24 $ 979,275
1,027,704 CDW LLC (aka AP Exhaust Acquisition LLC) (fka CDW
Corp.), Term Loan, 4.1% (LIBOR + 175 bps), 8/17/23 1,020,317
497,500 Dhanani Group, Inc., Term Loan, 6.095% (LIBOR + 375
bps), 7/20/25 492,525
1,486,870 Global Appliance, Inc., Tranche B Term Loan, 6.35%
(LIBOR + 400 bps), 9/29/24 1,445,981
300,000 HD Supply, Inc., Term B-5 Loan, 4.095% (LIBOR +
175 bps), 10/17/23 297,450
336,982 Hudson's Bay Co., Term Loan B, 5.595% (LIBOR +
325 bps), 9/30/22 330,663
480,892 J.C. Penney Corp., Inc., Term Loan, 6.956% (LIBOR +
425 bps), 6/23/23 419,645
1,122,128 Men's Wearhouse, Inc., Tranche B-2 Term Loan, 5.549%
(LIBOR + 325 bps), 4/9/25 1,116,518
737,995 Michaels Stores, Inc., 2018 New Replacement Term B
Loan, 4.832% (LIBOR + 250 bps), 1/30/23 727,017
1,496,073 Neiman Marcus Group, Ltd., LLC, Other Term Loan, 5.568%
(LIBOR + 325 bps), 10/25/20 1,303,186
The accompanying notes are an integral part of these financial statements.
30 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Retail -- (continued)
246,875 NPC International, Inc., First Lien Initial Term Loan,
5.845% (LIBOR + 350 bps), 4/19/24 $ 237,000
2,421,847 PetSmart, Inc., Tranche B-2 Term Loan, 5.32% (LIBOR +
300 bps), 3/11/22 2,032,189
995,000 PharMerica Corp., First Lien Initial Term Loan, 5.807%
(LIBOR + 350 bps), 12/6/24 990,025
548,625 Shutterfly, Inc., Incremental Term Loan, 5.1% (LIBOR +
275 bps), 8/17/24 543,139
2,418,019 Staples, Inc., Term Loan B, 6.541% (LIBOR +
400 bps), 9/12/24 2,383,693
1,650,000 United Natural Foods, Inc., Initial Term Loan, 6.595%
(LIBOR + 425 bps), 10/22/25 1,559,250
--------------
Total Retail $ 15,877,873
------------------------------------------------------------------------------------------------------------
Securities & Trusts -- 0.4%
615,875 Deerfield Dakota Holding LLC (fka Dakota Holding Corp.),
Initial Term Loan, 5.595% (LIBOR + 325 bps), 2/13/25 $ 610,024
565,060 Guggenheim Partners Investment Management Holdings
LLC, Term B Loan, 5.095% (LIBOR + 275 bps), 7/21/23 565,201
--------------
Total Securities & Trusts $ 1,175,225
------------------------------------------------------------------------------------------------------------
Telecommunications -- 4.5%
2,520,428 CenturyLink, Inc., Initial Term B Loan, 5.095% (LIBOR +
275 bps), 1/31/25 $ 2,454,266
194,500 Commscope, Inc., Tranche 5 Term Loan, 4.345% (LIBOR +
200 bps), 12/29/22 191,824
1,591,237 Frontier Communications Corp., Term B-1 Loan, 6.1%
(LIBOR + 375 bps), 6/15/24 1,519,622
947,198 GCI Holdings, Inc., New Term B Loan, 4.595% (LIBOR +
225 bps), 2/2/22 938,910
986,426 Go Daddy Operating Co., LLC (GD Finance Co, Inc.),
Tranche B-1 Term Loan, 4.595% (LIBOR +
225 bps), 2/15/24 977,488
1,243,406 Level 3 Financing, Inc., Tranche B 2024 Term Loan,
4.556% (LIBOR + 225 bps), 2/22/24 1,230,195
1,125,000 Plantronics, Inc., Initial Term B Loan, 4.845% (LIBOR +
250 bps), 7/2/25 1,109,531
250,000 Securus Technologies Holdings, Inc., Second Lien Term
Loan, 10.595% (LIBOR + 825 bps), 11/1/25 248,854
248,125 Securus Technologies Holdings, Inc., Term Loan, 6.845%
(LIBOR + 450 bps), 11/1/24 246,264
350,000 Sprint Communications, Inc., 2018 Incremental Term Loan,
5.375% (LIBOR + 300 bps), 2/2/24 347,703
2,541,350 Sprint Communications, Inc., Initial Term Loan, 4.875%
(LIBOR + 250 bps), 2/2/24 2,510,642
1,117,713 Virgin Media Bristol LLC, Facility K, 4.807% (LIBOR +
250 bps), 1/15/26 1,105,576
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 31
Schedule of Investments | 11/30/18 (continued)
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Telecommunications -- (continued)
541,598 Windstream Services LLC (fka Windstream Corp.), 2016
Term Loan Tranche B-6, 6.31% (LIBOR +
400 bps), 3/29/21 $ 505,853
--------------
Total Telecommunications $ 13,386,728
------------------------------------------------------------------------------------------------------------
Transport -- 1.9%
1,500,000 Deck Chassis Acquisition, Inc., Second Lien Initial
Term Loan, 8.527% (LIBOR + 600 bps), 6/15/23 $ 1,503,750
1,943,067 Livingston International, Inc., First Lien Refinancing
Term B-3 Loan, 8.136% (LIBOR + 575 bps), 3/20/20 1,938,209
1,156,251 Navios Maritime Partners LP, Initial Term Loan, 7.34%
(LIBOR + 500 bps), 9/14/20 1,157,697
319,562 Patriot Container Corp., First Lien Closing Date Term
Loan, 5.815% (LIBOR + 350 bps), 3/20/25 320,361
762,000 Syncreon Global Finance, Inc., Term Loan, 6.777%
(LIBOR + 425 bps), 10/28/20 691,515
--------------
Total Transport $ 5,611,532
------------------------------------------------------------------------------------------------------------
Transportation -- 1.3%
861,682 DynCorp International, Inc., Term Loan B2, 8.303%
(LIBOR + 600 bps), 7/7/20 $ 863,298
725,000 Envision Healthcare Corp., Initial Term Loan, 6.095%
(LIBOR + 375 bps), 10/10/25 697,631
396,001 PODS LLC, Tranche B-4 Term Loan, 5.068% (LIBOR +
275 bps), 12/6/24 390,184
1,803,863 YRC Worldwide, Inc., Tranche B-1 Term Loan, 10.845%
(LIBOR + 850 bps), 7/26/22 1,799,354
--------------
Total Transportation $ 3,750,467
------------------------------------------------------------------------------------------------------------
Utilities -- 2.9%
1,137,565 APLP Holdings, Ltd., Partnership, Term Loan, 5.095%
(LIBOR + 275 bps), 4/13/23 $ 1,129,511
1,439,125 Calpine Construction Finance Co., LP, Term B Loan,
4.845% (LIBOR + 250 bps), 1/15/25 1,417,538
1,202,062 Calpine Corp., Term Loan, 4.89% (LIBOR +
250 bps), 1/15/24 1,181,683
720,653 Compass Power Generation LLC, Tranche B-1 Term Loan,
5.845% (LIBOR + 350 bps), 12/20/24 722,995
132,015 Helix Gen Funding LLC, Term Loan, 6.095% (LIBOR +
375 bps), 6/3/24 122,114
860,381 NRG Energy, Inc., Term Loan, 4.136% (LIBOR +
175 bps), 6/30/23 851,400
1,277,946 TerraForm AP Acquisition Holdings LLC, Term Loan, 6.636%
(LIBOR + 425 bps), 6/27/22 1,268,361
1,226,792 TPF II Power LLC (TPF II Convert Midco LLC), Term Loan,
6.095% (LIBOR + 375 bps), 10/2/23 1,218,235
The accompanying notes are an integral part of these financial statements.
32 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Utilities -- (continued)
440,020 Vistra Operations Co., LLC (fka Tex Operations Co.,
LLC), Initial Term Loan, 4.345% (LIBOR +
200 bps), 8/4/23 $ 434,416
--------------
Total Utilities $ 8,346,253
------------------------------------------------------------------------------------------------------------
TOTAL SENIOR SECURED FLOATING RATE LOAN INTERESTS
(Cost $410,487,199) $ 401,318,375
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Shares
------------------------------------------------------------------------------------------------------------
COMMON STOCKS -- 0.1% of Net Assets
Biotechnology -- 0.0%+
2,454(d) Progenics Pharmaceuticals, Inc. $ 12,736
--------------
Total Biotechnology $ 12,736
------------------------------------------------------------------------------------------------------------
Health Care Technology -- 0.0%+
209,625^(d) Medical Card System, Inc. $ 2,096
--------------
Total Health Care Technology $ 2,096
------------------------------------------------------------------------------------------------------------
Interactive Media & Services -- 0.0%+
1,242(d) Solocal Group SA $ 877
--------------
Total Interactive Media & Services $ 877
------------------------------------------------------------------------------------------------------------
Specialty Retail -- 0.1%
91,346^(d) Targus Cayman SubCo., Ltd. $ 190,000
--------------
Total Specialty Retail $ 190,000
------------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $334,201) $ 205,709
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
ASSET BACKED SECURITY -- 0.2% of Net Assets
500,000(a) Hertz Fleet Lease Funding LP, Series 2016-1, Class E,
5.814% (1 Month USD LIBOR + 350 bps),
4/10/30 (144A) $ 502,178
------------------------------------------------------------------------------------------------------------
TOTAL ASSET BACKED SECURITY
(Cost $503,250) $ 502,178
------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 33
Schedule of Investments | 11/30/18 (continued)
-----------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-----------------------------------------------------------------------------------------------------------
CORPORATE BONDS -- 5.9% of Net Assets
Airlines -- 0.1%
365,000 Air Canada 2015-1 Class C Pass Through Trust, 5.0%,
3/15/20 (144A) $ 366,369
-------------
Total Airlines $ 366,369
-----------------------------------------------------------------------------------------------------------
Banks -- 0.4%
1,100,000(e)(f) BNP Paribas SA, 7.625% (5 Year USD Swap Rate +
631 bps) (144A) $ 1,127,500
-------------
Total Banks $ 1,127,500
-----------------------------------------------------------------------------------------------------------
Chemicals -- 0.2%
758,000 Rain CII Carbon LLC/CII Carbon Corp., 7.25%,
4/1/25 (144A) $ 701,150
-------------
Total Chemicals $ 701,150
-----------------------------------------------------------------------------------------------------------
Commercial Services -- 0.3%
900,000 United Rentals North America, Inc., 4.625%, 7/15/23 $ 894,375
-------------
Total Commercial Services $ 894,375
-----------------------------------------------------------------------------------------------------------
Diversified Financial Services -- 0.6%
1,700,000 Avation Capital SA, 6.5%, 5/15/21 (144A) $ 1,704,250
-------------
Total Diversified Financial Services $ 1,704,250
-----------------------------------------------------------------------------------------------------------
Forest Products & Paper -- 0.5%
1,515,000 Schweitzer-Mauduit International, Inc., 6.875%,
10/1/26 (144A) $ 1,488,487
-------------
Total Forest Products & Paper $ 1,488,487
-----------------------------------------------------------------------------------------------------------
Healthcare-Services -- 0.2%
500,000 CHS/Community Health Systems, Inc., 6.25%, 3/31/23 $ 463,750
48,000 CHS/Community Health Systems, Inc., 8.125%,
6/30/24 (144A) 36,960
-------------
Total Healthcare-Services $ 500,710
-----------------------------------------------------------------------------------------------------------
Media -- 0.4%
300,000 CSC Holdings LLC, 5.5%, 4/15/27 (144A) $ 287,715
1,000,000 Sirius XM Radio, Inc., 3.875%, 8/1/22 (144A) 964,490
-------------
Total Media $ 1,252,205
-----------------------------------------------------------------------------------------------------------
Oil & Gas -- 0.5%
245,000 Gulfport Energy Corp., 6.625%, 5/1/23 $ 237,650
1,300,000 Resolute Energy Corp., 8.5%, 5/1/20 1,310,400
-------------
Total Oil & Gas $ 1,548,050
-----------------------------------------------------------------------------------------------------------
Oil & Gas Services -- 0.7%
1,000,000 Archrock Partners LP/Archrock Partners Finance Corp.,
6.0%, 10/1/22 $ 975,000
The accompanying notes are an integral part of these financial statements.
34 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
Oil & Gas Services -- (continued)
1,000,000 FTS International, Inc., 6.25%, 5/1/22 $ 940,000
--------------
Total Oil & Gas Services $ 1,915,000
------------------------------------------------------------------------------------------------------------
Pharmaceuticals -- 0.3%
1,000,000 Valeant Pharmaceuticals International, Inc., 5.5%,
11/1/25 (144A) $ 982,500
--------------
Total Pharmaceuticals $ 982,500
------------------------------------------------------------------------------------------------------------
Retail -- 0.1%
208,000 Penske Automotive Group, Inc., 3.75%, 8/15/20 $ 207,220
--------------
Total Retail $ 207,220
------------------------------------------------------------------------------------------------------------
Telecommunications -- 1.0%
1,000,000 Frontier Communications Corp., 11.0%, 9/15/25 $ 705,000
750,000 Hughes Satellite Systems Corp., 5.25%, 8/1/26 699,375
2,000,000 Windstream Services LLC/Windstream Finance Corp.,
8.625%, 10/31/25 (144A) 1,850,000
--------------
Total Telecommunications $ 3,254,375
------------------------------------------------------------------------------------------------------------
Transportation -- 0.6%
1,000,000(a) Golar LNG Partners LP, 7.053% (3 Month USD LIBOR +
440 bps), 5/22/20 $ 987,500
800,000(a) Golar LNG Partners LP, 8.866% (3 Month USD LIBOR +
625 bps), 5/18/21 (144A) 800,000
--------------
Total Transportation $ 1,787,500
------------------------------------------------------------------------------------------------------------
TOTAL CORPORATE BONDS
(Cost $18,297,395) $ 17,729,691
------------------------------------------------------------------------------------------------------------
INSURANCE-LINKED SECURITIES --
2.4% of Net Assets (i)
Catastrophe Linked Bonds -- 0.5%
Earthquakes -- California -- 0.1%
250,000(a) Ursa Re, 3.5% (ZERO + 350 bps), 5/27/20 (144A) $ 246,000
------------------------------------------------------------------------------------------------------------
Earthquakes -- U.S. -- 0.1%
250,000(a) Golden State Re, 0.5% (3 Month USD LIBOR + 220 bps),
1/8/23 (144A) $ 250,000
------------------------------------------------------------------------------------------------------------
Multiperil -- U.S. -- 0.3%
250,000(a) Kilimanjaro Re, 9.11% (3 Month U.S. Treasury Bill +
675 bps), 12/6/19 (144A) $ 250,525
250,000(a) Kilimanjaro Re, 11.61% (3 Month U.S. Treasury Bill +
925 bps), 12/6/19 (144A) 253,525
400,000(a) Kilimanjaro II Re, 8.021% (6 Month USD LIBOR +
572 bps), 4/20/21 (144A) 398,600
--------------
$ 902,650
--------------
Total Catastrophe Linked Bonds $ 1,398,650
------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 35
Schedule of Investments | 11/30/18 (continued)
-----------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-----------------------------------------------------------------------------------------------------------
Collateralized Reinsurance -- 0.6%
Earthquakes -- California -- 0.2%
300,000+(g) Resilience Re, Variable Rate Notes, 1/8/19 (144A) $ 300,000
250,000+(g) Resilience Re, Variable Rate Notes, 4/8/19 250,000
-------------
$ 550,000
-----------------------------------------------------------------------------------------------------------
Multiperil -- Worldwide -- 0.2%
272,363+(g) Kilarney Re 2018, Variable Rate Notes, 4/15/19 $ 277,266
300,000+(g) Resilience Re, Variable Rate Notes, 5/1/19 3,000
250,000+(g) Resilience Re, Variable Rate Notes, 10/15/19 264,225
-------------
$ 544,491
-----------------------------------------------------------------------------------------------------------
Windstorm -- Florida -- 0.1%
250,000+(g) Formby Re 2018, Variable Rate Notes, 6/15/19 $ 249,606
86,906+(g) Formby Re 2018-2, Variable Rate Notes, 12/31/18 88,380
-------------
$ 337,986
-----------------------------------------------------------------------------------------------------------
Windstorm -- U.S. Regional -- 0.1%
250,000+(g) Promissum Re 2018, Variable Rate Notes, 6/15/19 $ 248,750
-------------
Total Collateralized Reinsurance $ 1,681,227
-----------------------------------------------------------------------------------------------------------
Industry Loss Warranties -- 0.1%
Multiperil -- U.S. -- 0.1%
400,000+(g) Pinehurst Re 2018, Variable Rate Notes, 1/15/19 $ 400,469
-------------
Total Industry Loss Warranties $ 400,469
-----------------------------------------------------------------------------------------------------------
Reinsurance Sidecars -- 1.2%
Multiperil -- U.S. -- 0.1%
250,000+(g) Carnoustie Re 2016, Variable Rate Notes, 11/30/20 $ 6,750
250,000+(g) Carnoustie Re 2017, Variable Rate Notes, 11/30/21 63,550
250,000+(g) Harambee Re 2018, Variable Rate Notes, 12/31/21 225,375
-------------
$ 295,675
-----------------------------------------------------------------------------------------------------------
Multiperil -- Worldwide -- 1.1%
1,270,809+(g) Berwick Re 2018-1, Variable Rate Notes, 12/31/21 $ 1,208,449
400,000+(g) Eden Re II, Variable Rate Notes, 3/22/22 (144A) 420,600
250,000+(g) Gleneagles Re 2016, Variable Rate Notes, 11/30/20 15,500
250,000+(g) Limestone Re 2018, Variable Rate Notes, 3/1/22 252,525
300,000+(g) Lorenz Re 2018, Variable Rate Notes, 7/1/21 290,400
250,000+(g) Madison Re 2016, Variable Rate Notes, 3/31/19 6,950
300,000+(g) Merion Re 2018-2, Variable Rate Notes, 12/31/21 292,581
400,000+(g) Pangaea Re 2016-1, Variable Rate Notes, 11/30/20 1,960
400,000+(g) Pangaea Re 2018-1, Variable Rate Notes, 12/31/21 389,409
400,000+(g) Pangaea Re 2018-3, Variable Rate Notes, 7/1/22 349,976
400,000+(g) St. Andrews Re 2017-1, Variable Rate Notes, 2/1/19 27,120
The accompanying notes are an integral part of these financial statements.
36 Pioneer Floating Rate Trust | Annual Report | 11/30/18
-----------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-----------------------------------------------------------------------------------------------------------
Multiperil -- Worldwide -- (continued)
347,597+(g) St. Andrews Re 2017-4, Variable Rate Notes, 6/1/19 $ 34,204
253,645+(g) Woburn Re 2018, Variable Rate Notes, 12/31/21 203,423
-------------
$ 3,493,097
-------------
Total Reinsurance Sidecars $ 3,788,772
-----------------------------------------------------------------------------------------------------------
TOTAL INSURANCE-LINKED SECURITIES
(Cost $7,389,218) $ 7,269,118
-----------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AND AGENCY OBLIGATIONS --
3.2% of Net Assets
2,000,000(h) U.S. Treasury Bills, 12/18/18 $ 1,998,192
5,570,000(h) U.S. Treasury Bills, 12/26/18 5,561,913
2,245,000(h) U.S. Treasury Bills, 1/24/19 2,237,614
-----------------------------------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATIONS
(Cost $9,796,524) $ 9,797,719
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Shares
-----------------------------------------------------------------------------------------------------------
INVESTMENT COMPANIES -- 1.7% of Net Assets
50,000 Invesco Senior Income Trust $ 205,500
40,000 BlackRock Floating Rate Income Strategies Fund, Inc. 506,800
30,000 Eaton Vance Floating-Rate Income Trust 402,300
50,000 First Trust Senior Floating Rate Income Fund II 592,500
42,000 Invesco Senior Loan ETF (formerly, PowerShares Senior
Loan Portfolio) 951,720
27,000 iShares iBoxx $ High Yield Corporate Bond ETF 2,257,200
-----------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT COMPANIES
(Cost $5,127,287) $ 4,916,020
-----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 37
Schedule of Investments | 11/30/18 (continued)
------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS --
1.6% of Net Assets
REPURCHASE AGREEMENTS -- 1.6%
1,155,000 $1,155,000 Royal Bank of Canada, 2.28%, dated
11/30/18 plus accrued interest on 12/3/18
collateralized by $1,178,324
Federal National Mortgage Association,
4.5%, 2/1/48 $ 1,155,000
1,155,000 $1,155,000 ScotiaBank, 2.28%, dated 11/30/18
plus accrued interest on 12/3/18 collateralized
by $1,178,324 Federal National Mortgage
Association, 4.0%, 1/1/47 1,155,000
1,155,000 $1,155,000 TD Securities USA LLC, 2.27%,
dated 11/30/18 plus accrued interest on 12/3/18
collateralized by $1,178,100 Freddie Mac Giant,
3.5%, 8/1/47 1,155,000
1,155,000 $1,155,000 TD Securities USA LLC, 2.29%,
dated 11/30/18 plus accrued interest on 12/3/18
collateralized by $1,178,100 Freddie Mac Giant,
3.5%, 8/1/47 1,155,000
--------------
$ 4,620,000
------------------------------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $4,620,000) $ 4,620,000
------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN UNAFFILIATED
ISSUERS -- 149.8%
(Cost $456,555,074) $ 446,358,810
------------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (49.8)% $(148,455,692)
------------------------------------------------------------------------------------------------------------
NET ASSETS -- 100.0% $ 297,903,118
============================================================================================================
bps Basis Points.
LIBOR London Interbank Offered Rate.
PRIME U.S. Federal Funds Rate.
ZERO Zero Constant Index.
(144A) Security is exempt from registration under Rule 144A of the
Securities Act of 1933. Such securities may be resold normally to
qualified institutional buyers in a transaction exempt from
registration. At November 30, 2018, the value of these securities
amounted to $12,930,849, or 4.3% of net assets.
+ Amount rounds to less than 0.1%.
* Senior secured floating rate loan interests in which the Trust
invests generally pay interest at rates that are periodically
redetermined by reference to a base lending rate plus a premium.
These base lending rates are generally (i) the lending rate offered
by one or more major European banks, such as LIBOR, (ii) the prime
rate offered by one or more major United States banks, (iii) the
rate of a certificate of deposit or (iv) other base lending rates
used by commercial lenders. The interest rate shown is the rate
accruing at November 30, 2018.
+ Securities that used significant unobservable inputs to determine
their value.
The accompanying notes are an integral part of these financial statements.
38 Pioneer Floating Rate Trust | Annual Report | 11/30/18
^ Security is valued using fair value methods (other than prices
supplied by independent pricing services). See Notes to Financial
Statements -- Note 1A.
(a) Floating rate note. Coupon rate, reference index and spread shown
at November 30, 2018.
(b) This term loan will settle after November 30, 2018, at which time
the interest rate will be determined.
(c) Payment in Kind (PIK) security which may pay interest in the form
of additional principal amount.
(d) Non-income producing security.
(e) The interest rate is subject to change periodically. The interest
rate and/or reference index and spread shown at November 30, 2018.
(f) Security is perpetual in nature and has no stated maturity date.
(g) Rate to be determined.
(h) Security issued with a zero coupon. Income is recognized through
accretion of discount.
(i) Securities are restricted as to resale.
SWAP CONTRACTS
CENTRALLY CLEARED CREDIT DEFAULT SWAP CONTRACTS -- SELL PROTECTION
--------------------------------------------------------------------------------------------------------------------
Obligation Annual
Notional Reference/ Pay/ Fixed Expiration Premiums Unrealized Market
Amount ($)(1) Index Receive(2) Rate Date Paid Appreciation Value
--------------------------------------------------------------------------------------------------------------------
1,045,000 Markit CDX North Receive 5.00% 6/20/20 $ 55,808 $ 172 $ 55,980
America High Yield
Index Series 24
1,070,400 Markit CDX North Receive 5.00% 12/20/20 59,360 4,272 63,632
America High Yield
Index Series 25
--------------------------------------------------------------------------------------------------------------------
TOTAL SWAP CONTRACTS $115,168 $4,444 $119,612
====================================================================================================================
(1) The notional amount is the maximum amount that a seller of credit
protection would be obligated to pay upon occurrence of a credit event.
(2) Receives Quarterly.
Principal amounts are denominated in U.S. dollars ("USD") unless otherwise
noted.
Purchases and sales of securities (excluding temporary cash investments) for
the year ended November 30, 2018 were as follows:
------------------------------------------------------------------------------------------
Purchases Sales
------------------------------------------------------------------------------------------
Long-Term U.S. Government $ -- $ 12,346,312
Other Long-Term Securities $148,785,306 $150,146,495
The Trust is permitted to engage in purchase and sale transactions ("cross
trades") with certain funds and accounts for which Amundi Pioneer Asset
Management, Inc. (the "Adviser") serves as the investment adviser, as set forth
in Rule 17a-7 under the Investment Company Act of 1940, pursuant to procedures
adopted by the Board of Trustees. Under these procedures, cross trades are
effected at current market prices. During the year ended November 30, 2018, the
Trust engaged in purchases of $804,067 and sales of $0 pursuant to these
procedures, which resulted in a net realized gain/(loss) of $0.
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 39
Schedule of Investments | 11/30/18 (continued)
At November 30, 2018, the net unrealized depreciation on investments based on
cost for federal tax purposes of $456,723,526 was as follows:
Aggregate gross unrealized appreciation for all investments in which
there is an excess of value over tax cost $ 1,267,229
Aggregate gross unrealized depreciation for all investments in which
there is an excess of tax cost over value (11,512,333)
-------------
Net unrealized depreciation $(10,245,104)
=============
Various inputs are used in determining the value of the Trust's investments.
These inputs are summarized in the three broad levels below.
Level 1 - quoted prices in active markets for identical securities.
Level 2 - other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit risks,
etc.). See Notes to Financial Statements -- Note 1A.
Level 3 - significant unobservable inputs (including the Trust's own assumptions
in determining fair value of investments). See Notes to Financial
Statements -- Note 1A.
The accompanying notes are an integral part of these financial statements.
40 Pioneer Floating Rate Trust | Annual Report | 11/30/18
The following is a summary of the inputs used as of November 30, 2018, in
valuing the Trust's investments.
--------------------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------------------------------------
Senior Secured Floating
Rate Loan Interests
Insurance $ -- $ 10,718,119 $ 692,754 $ 11,410,873
All Other Senior Secured
Floating Rate Loan Interests -- 389,907,502 -- 389,907,502
Common Stocks
Health Care Technology -- -- 2,096 2,096
Specialty Retail -- -- 190,000 190,000
All Other Common Stocks 13,613 -- -- 13,613
Asset Backed Security -- 502,178 -- 502,178
Corporate Bonds -- 17,729,691 -- 17,729,691
Insurance-Linked Securities
Collateralized Reinsurance
Earthquakes - California -- -- 550,000 550,000
Multiperil - Worldwide -- -- 544,491 544,491
Windstorm - Florida -- -- 337,986 337,986
Windstorm - U.S. Regional -- -- 248,750 248,750
Industry Loss Warranties
Multiperil - U.S. -- -- 400,469 400,469
Reinsurance Sidecars
Multiperil - U.S. -- -- 295,675 295,675
Multiperil - Worldwide -- -- 3,493,097 3,493,097
All Other Insurance-Linked
Securities -- 1,398,650 -- 1,398,650
U.S. Government and
Agency Obligations -- 9,797,719 -- 9,797,719
Investment Companies 4,916,020 -- -- 4,916,020
Repurchase Agreements -- 4,620,000 -- 4,620,000
--------------------------------------------------------------------------------------------------------------
Total Investments in Securities $4,929,633 $434,673,859 $6,755,318 $446,358,810
==============================================================================================================
Other Financial Instruments
Swap contracts, at value $ -- $ 119,612 $ -- $ 119,612
--------------------------------------------------------------------------------------------------------------
Total Other Financial Instruments $ -- $ 119,612 $ -- $ 119,612
==============================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 41
Schedule of Investments | 11/30/18 (continued)
The following is a reconciliation of assets valued using significant
unobservable inputs (Level 3):
------------------------------------------------------------------------------------------------------------------------------------
Change in
Balance Realized unrealized Accrued Balance
as of gain appreciation discounts/ as of
11/30/17 (loss)(1) (depreciation)(2) Purchases Sales premiums 11/30/18
------------------------------------------------------------------------------------------------------------------------------------
Senior Secured
Floating Rate
Loan Interests
Capital Goods
Aerospace &
Defense $2,257,937 $ 60,417 $ (18,537) $ -- $(2,302,754) $ 2,937 $ --
Health Care
Equipment &
Services
Insurance 731,754(b) 2,143 (23,830) -- (60,000) 42,687 692,754
Common Stocks
Health Care
Equipment &
Services
Household
Durables 100,000(c) (449,843) 349,843 -- -- -- --
Health Care
Technology 2,096 -- -- -- -- -- 2,096
Retailing
Specialty Retail 179,952(d) -- 10,048 -- -- -- 190,000
Insurance-Linked
Securities
Collateralized
Reinsurance
Earthquakes -
California 300,000(a) -- 24,528 225,472 -- -- 550,000
Multiperil -
Worldwide 262,350(a) -- 57,527 780,579 (555,965) -- 544,491
Windstorm -
Florida -- -- 1,081 336,905 -- -- 337,986
Windstorm -
U.S. Regional -- -- 14,272 234,478 -- -- 248,750
Industry Loss
Warranties
Multiperil - U.S. -- -- 24,731 375,738 -- -- 400,469
Multiperil -
Worldwide 695,220(a) 24,652 (50,110) -- (669,762) -- --
Reinsurance
Sidecars
Multiperil - U.S. 252,050(a) -- (43,623) 250,000 (162,752) -- 295,675
Multiperil -
Worldwide 1,645,666(a) (40,000) (288,422) 3,579,493 (1,403,640) -- 3,493,097
------------------------------------------------------------------------------------------------------------------------------------
Total $6,427,025 $(402,631) $ 57,508 $5,782,665 $(5,154,873) $45,624 $6,755,318
====================================================================================================================================
The accompanying notes are an integral part of these financial statements.
42 Pioneer Floating Rate Trust | Annual Report | 11/30/18
(a) Securities were classified as Corporate Bonds on the November 30, 2017
financial statements.
(b) Security was classified as Health Care Technology on the November 30, 2017
financial statements.
(c) Security was classified as Homebuilding on the November 30, 2017 financial
statements.
(d) Security was classified as Computer & Electronics Retail on the November
30, 2017 financial statements.
(1) Realized gain (loss) on these securities is included in the realized gain
(loss) from investments on the Statement of Operations.
(2) Unrealized appreciation (depreciation) on these securities is included in
the change in unrealized appreciation (depreciation) from investments on
the Statement of Operations.
* Transfers are calculated on the beginning of period values. For the year
ended November 30, 2018, there were no transfers between Levels 1, 2 and
3.
Net change in unrealized appreciation (depreciation) of Level 3 investments
still held and considered Level 3 at November 30, 2018: $(154,193).
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 43
Statement of Assets and Liabilities | 11/30/18
ASSETS:
Investments in unaffiliated issuers, at value (cost $456,555,074) $446,358,810
Cash 1,894,760
Foreign currencies, at value (cost $34,135) 31,969
Swaps collateral 203,178
Variation margin for centrally cleared swap contracts 236
Swap contracts, at value (net premiums paid $115,168) 119,612
Unrealized appreciation on unfunded loan commitments 182
Receivables --
Investment securities sold 1,103,647
Interest 1,319,823
Dividends 33,525
Other assets 34
---------------------------------------------------------------------------------------------
Total assets $451,065,776
---------------------------------------------------------------------------------------------
LIABILITIES:
Payables --
Credit agreement $143,450,000
Investment securities purchased 7,684,715
Distributions 1,484,290
Trustees' fees 4,149
Interest expense 271,500
Due to broker for swaps 117,974
Due to affiliates 16,435
Accrued expenses 133,595
---------------------------------------------------------------------------------------------
Total liabilities $153,162,658
---------------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $363,689,160
Distributable earnings (loss) (65,786,042)
---------------------------------------------------------------------------------------------
Net assets $297,903,118
---------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE:
No par value
Based on $297,903,118/24,738,174 shares $ 12.04
=============================================================================================
The accompanying notes are an integral part of these financial statements.
44 Pioneer Floating Rate Trust | Annual Report | 11/30/18
Statement of Operations
For the Year Ended 11/30/18
INVESTMENT INCOME:
Interest from unaffiliated issuers $25,841,209
Dividends from unaffiliated issuers (net of foreign
taxes withheld $238) 262,303
-------------------------------------------------------------------------------------------------------
Total investment income $26,103,512
-------------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 3,143,990
Administrative expense 149,767
Transfer agent fees 13,977
Shareowner communications expense 9,090
Custodian fees 65,994
Professional fees 74,555
Printing expense 13,321
Pricing fees 49,554
Trustees' fees 18,205
Insurance expense 11,488
Interest expense 4,134,125
Miscellaneous 129,554
-------------------------------------------------------------------------------------------------------
Total expenses $ 7,813,620
-------------------------------------------------------------------------------------------------------
Net investment income $18,289,892
-------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments in unaffiliated issuers $(4,115,149)
Forward foreign currency contracts 47,458
Swap contracts 146,965
Other assets and liabilities denominated in
foreign currencies (12,027) $(3,932,753)
-------------------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) on:
Investments in unaffiliated issuers $(5,737,791)
Unfunded loan commitments 182
Swap contracts (105,388)
Other assets and liabilities denominated in
foreign currencies 5,296 $(5,837,701)
-------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments $(9,770,454)
-------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 8,519,438
=======================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 45
Statements of Changes in Net Assets
-----------------------------------------------------------------------------------------------------
Year Year
Ended Ended
11/30/18 11/30/17
-----------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income (loss) $ 18,289,892 $ 17,447,070
Net realized gain (loss) on investments (3,932,753) (711,533)
Change in net unrealized appreciation (depreciation)
on investments (5,837,701) (839,468)
-----------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 8,519,438 $ 15,896,069
-----------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
($0.72 and $0.73 per share, respectively) $(17,811,485) $(18,009,391)*
-----------------------------------------------------------------------------------------------------
Total distributions to shareowners $(17,811,485) $(18,009,391)
-----------------------------------------------------------------------------------------------------
Net decrease in net assets $ (9,292,047) $ (2,113,322)
NET ASSETS:**
Beginning of year $307,195,165 $309,308,487
-----------------------------------------------------------------------------------------------------
End of year $297,903,118 $307,195,165
=====================================================================================================
* For the year ended November 30, 2017 distributions to shareowners were
presented as net investment income.
** For the year ended November 30, 2017 distributions in excess of net
investment income was presented as follows: $(35,437).
The accompanying notes are an integral part of these financial statements.
46 Pioneer Floating Rate Trust | Annual Report | 11/30/18
Statement of Cash Flows
For the Year Ended 11/30/18
Cash Flows From Operating Activities:
Net increase in net assets resulting from operations $ 8,519,438
------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net increase in net assets resulting from operations
to net cash and foreign currencies from operating activities:
Purchases of investment securities $(327,920,531)
Proceeds from disposition and maturity of investment securities 324,990,766
Net sales of temporary cash investments 3,670,574
Net accretion and amortization of discount/premium on investment securities (815,810)
Change in unrealized depreciation on investments in unaffiliated issuers 5,737,791
Change in unrealized appreciation on unfunded loan commitments (182)
Change in unrealized appreciation on swap contracts 105,388
Change in unrealized depreciation on other assets and liabilities denominated
in foreign currencies (5,296)
Net realized loss on investments in unaffiliated issuers 4,115,149
Net premiums paid on swap contracts (61,886)
Decrease in variation margin for centrally cleared swap contracts 161
Increase in swaps collateral (2,388)
Decrease in interest receivable 635,208
Decrease in dividends receivable 224
Decrease in other assets 5,611
Decrease in cash due to broker for swaps (45,652)
Decrease in due to affiliates (27,249)
Increase in trustees' fees payable 1,173
Decrease in accrued expenses payable (119,607)
------------------------------------------------------------------------------------------------------------
Net cash and foreign currencies from operating activities $ 18,782,882
------------------------------------------------------------------------------------------------------------
Cash Flows Used in Financing Activities:
Distributions to shareowners $ (17,811,485)
Decrease in interest expense payable (13,096)
------------------------------------------------------------------------------------------------------------
Net cash and foreign currencies used in financing activities $ (17,824,581)
------------------------------------------------------------------------------------------------------------
Effect of Foreign Exchange Fluctuations on Cash:
Effect of foreign exchange fluctuations on cash $ 5,296
------------------------------------------------------------------------------------------------------------
Cash and Foreign Currencies:
Beginning of year $ 963,132
------------------------------------------------------------------------------------------------------------
End of year $ 1,926,729
------------------------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest $ 4,147,221
============================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 47
Financial Highlights
------------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
11/30/18 11/30/17 11/30/16* 11/30/15* 11/30/14*
------------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Performance
Net asset value, beginning of period $ 12.42 $ 12.50 $ 12.30 $ 12.82 $ 13.06
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations: (a)
Net investment income $ 0.74 $ 0.71 $ 0.77 $ 0.76 $ 0.75
Net realized and unrealized gain (loss) on investments (0.40) (0.06) 0.15 (0.58) (0.19)
------------------------------------------------------------------------------------------------------------------------------------
Distributions to preferred shareowners from:
Net investment income $ -- $ -- $ -- $ -- $ (0.00)(b)
------------------------------------------------------------------------------------------------------------------------------------
Net increase from investment operations $ (0.34) $ 0.65 $ 0.92 $ 0.18 $ 0.56
------------------------------------------------------------------------------------------------------------------------------------
Distributions to common shareowners from:
Net investment income and previously undistributed
net investment income $ (0.72) $ (0.73)(c) $ (0.72) $ (0.70) $ (0.80)(c)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.38) $ (0.08) $ 0.20 $ (0.52) $ (0.24)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 12.04 $ 12.42 $ 12.50 $ 12.30 $ 12.82
------------------------------------------------------------------------------------------------------------------------------------
Market value, end of period $ 10.40 $ 11.47 $ 11.78 $ 10.83 $ 11.36
====================================================================================================================================
Total return at net asset value (d) 3.34% 5.55% 8.31% 1.96% 4.74%
Total return at market value (d) (3.34)% 3.43% 15.92% 1.31% (2.32)%
Ratios to average net assets of shareowners:
Total expenses plus interest expense (e)(f) 2.56% 2.21% 1.96% 1.81% 1.80%
Net investment income before preferred share distributions 5.98% 5.62% 6.32% 6.00% 5.73%
Preferred share distributions --% --% --% --% 0.01%
Net investment income available to shareowners 5.98% 5.62% 6.32% 6.00% 5.72%
Portfolio turnover 34% 75% 52% 38% 61%
Net assets, end of period (in thousands) $297,903 $307,195 $309,308 $304,357 $317,236
The accompanying notes are an integral part of these financial statements.
48 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
11/30/18 11/30/17 11/30/16* 11/30/15* 11/30/14*
------------------------------------------------------------------------------------------------------------------------------------
Preferred shares outstanding (in thousands) $ -- $ -- $ -- $ -- $ --(g)
Asset coverage per preferred share, end of period $ -- $ -- $ -- $ -- $ --(g)
Average market value per preferred share (h) $ -- $ -- $ -- $ -- $ --(g)
Liquidation value, including dividends payable, per preferred share $ -- $ -- $ -- $ -- $ --(g)
Total amount of debt outstanding (in thousands) $143,450 $143,450 $143,450 $150,450 $155,450
Asset coverage per $1,000 of indebtedness $ 3,077 $ 3,141 $ 3,156 $ 3,023 $ 3,041
====================================================================================================================================
* The Trust was audited by an independent registered public accounting firm
other than Ernst & Young LLP.
(a) The per common share data presented above is based upon the average common
shares outstanding for the periods presented.
(b) Amount rounds to less than $(0.005) per share.
(c) The amount of distributions made to shareowners during the period was in
excess of the net investment income earned by the Trust during the period.
The Trust has accumulated undistributed net investment income which is the
part of the Trust's net asset value ("NAV"). A portion of this accumulated
net investment income was distributed to shareowners during the period.
(d) Total investment return is calculated assuming a purchase of common shares
at the current net asset value or market value on the first day and a sale
at the current net asset value or market value on the last day of the
periods reported. Dividends and distributions, if any, are assumed for
purposes of this calculation to be reinvested at prices obtained under the
Trust's dividend reinvestment plan. Total investment return does not
reflect brokerage commissions. Past performance is not a guarantee of
future results.
(e) Expense ratios do not reflect the effect of distribution payments to
preferred shareowners.
(f) Includes interest expense of 1.35%, 0.95%, 0.63%, 0.51% and 0.49%,
respectively.
(g) Preferred shares were redeemed during the period.
(h) Market value is redemption value without an active market.
The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 49
Notes to Financial Statements | 11/30/18
1. Organization and Significant Accounting Policies
Pioneer Floating Rate Trust (the "Trust") was organized as a Delaware statutory
trust on October 6, 2004. Prior to commencing operations on December 28, 2004,
the Trust had no operations other than matters relating to its organization and
registration as a closed-end management investment company under the Investment
Company Act of 1940, as amended. The Trust is a diversified fund. The
investment objective of the Trust is to provide a high level of current income
and the Trust may, as a secondary objective, also seek preservation of capital
to the extent consistent with its investment objective of high current income.
Amundi Pioneer Asset Management, Inc., an indirect wholly owned subsidiary of
Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc., serves as the
Trust's investment adviser (the "Adviser"). Amundi Pioneer Distributor, Inc.,
an affiliate of Amundi Pioneer Asset Management, Inc., serves as the Trust's
distributor (the "Distributor").
In August 2018, the Securities and Exchange Commission ("SEC") released a
Disclosure Update and Simplification Final Rule. The Final Rule amends
Regulation S-X disclosures requirements to conform them to U.S. Generally
Accepted Accounting Principles ("U.S. GAAP") for investment companies. The
Trust's financial statements were prepared in compliance with the new
amendments to Regulation S-X.
The Trust is an investment company and follows investment company accounting
and reporting guidance under U.S. GAAP. U.S. GAAP requires the management of
the Trust to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of income,
expenses and gain or loss on investments during the reporting period. Actual
results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Trust in the preparation of its financial statements:
A. Security Valuation
The net asset value of the Trust is computed once daily, on each day the
New York Stock Exchange ("NYSE") is open, as of the close of regular
trading on the NYSE.
Fixed-income securities are valued by using prices supplied by independent
pricing services, which consider such factors as market prices, market
events, quotations from one or more brokers, Treasury spreads, yields,
maturities and
50 Pioneer Floating Rate Trust | Annual Report | 11/30/18
ratings, or may use a pricing matrix or other fair value methods or
techniques to provide an estimated value of the security or instrument. A
pricing matrix is a means of valuing a debt security on the basis of
current market prices for other debt securities, historical trading
patterns in the market for fixed-income securities and/or other factors.
Non-U.S. debt securities that are listed on an exchange will be valued at
the bid price obtained from an independent third party pricing service.
When independent third party pricing services are unable to supply prices,
or when prices or market quotations are considered to be unreliable, the
value of that security may be determined using quotations from one or more
broker-dealers.
Loan interests are valued in accordance with guidelines established by the
Board of Trustees at the mean between the last available bid and asked
prices from one or more brokers or dealers as obtained from Loan Pricing
Corporation, an independent third party pricing service. If price
information is not available from Loan Pricing Corporation, or if the
price information is deemed to be unreliable, price information will be
obtained from an alternative loan interest pricing service. If no reliable
price quotes are available from either the primary or alternative pricing
service, broker quotes will be solicited.
Event-linked bonds or catastrophe bonds are valued at the bid price
obtained from an independent third party pricing service. Other
insurance-linked securities (including sidecars, collateralized
reinsurance and industry loss warranties) may be valued at the bid price
obtained from an independent pricing service, or through a third party
using a pricing matrix, insurance industry valuation models, or other fair
value methods or techniques to provide an estimated value of the
instrument.
Equity securities that have traded on an exchange are valued by using the
last sale price on the principal exchange where they are traded. Equity
securities that have not traded on the date of valuation, or securities
for which sale prices are not available, generally are valued using the
mean between the last bid and asked prices or, if both last bid and asked
prices are not available, at the last quoted bid price. Last sale and bid
and asked prices are provided by independent third party pricing services.
In the case of equity securities not traded on an exchange, prices are
typically determined by independent third party pricing services using a
variety of techniques and methods.
The value of foreign securities is translated into U.S. dollars based on
foreign currency exchange rate quotations supplied by a third party
pricing source. Trading in non-U.S. equity securities is substantially
completed each day at various times prior to the close of the NYSE. The
values of such securities
Pioneer Floating Rate Trust | Annual Report | 11/30/18 51
used in computing the net asset value of the Trust's shares are determined
as of such times. The Trust may use a fair value model developed by an
independent pricing service to value non-U.S. equity securities.
Forward foreign currency exchange contracts are valued daily using the
foreign exchange rate or, for longer term forward contract positions, the
spot currency rate and the forward points on a daily basis, in each case
provided by a third party pricing service. Contracts whose forward
settlement date falls between two quoted days are valued by interpolation.
Swap contracts, including interest rate swaps, caps and floors (other than
centrally cleared swap contracts) are valued at the dealer quotations
obtained from reputable International Swap Dealers Association members.
Centrally cleared swaps are valued at the daily settlement price provided
by the central clearing counterparty.
Shares of open-end registered investment companies (including money market
mutual funds) are valued at such funds' net asset value. Shares of
exchange-listed closed-end funds are valued by using the last sale price
on the principal exchange where they are traded.
Repurchase agreements are valued at par. Cash may include overnight time
deposits at approved financial institutions.
Securities or loan interests for which independent pricing services or
broker-dealers are unable to supply prices or for which market prices
and/or quotations are not readily available or are considered to be
unreliable are valued by a fair valuation team comprised of certain
personnel of the Adviser pursuant to procedures adopted by the Trust's
Board of Trustees. The Adviser's fair valuation team uses fair value
methods approved by the Valuation Committee of the Board of Trustees. The
Adviser's fair valuation team is responsible for monitoring developments
that may impact fair valued securities and for discussing and assessing
fair values on an ongoing basis, and at least quarterly, with the
Valuation Committee of the Board of Trustees.
Inputs used when applying fair value methods to value a security may
include credit ratings, the financial condition of the company, current
market conditions and comparable securities. The Trust may use fair value
methods if it is determined that a significant event has occurred after
the close of the exchange or market on which the security trades and prior
to the determination of the Trust's net asset value. Examples of a
significant event might include political or economic news, corporate
restructurings, natural disasters, terrorist activity or trading halts.
Thus, the valuation of the Trust's securities may differ significantly
from exchange prices, and such differences could be material.
52 Pioneer Floating Rate Trust | Annual Report | 11/30/18
At November 30, 2018, three securities were valued using fair value
methods (in addition to securities valued using prices supplied by
independent pricing services, broker-dealers or using a third party
insurance pricing model) representing 0.30% of net assets. The value of
these fair valued securities was $884,850.
B. Investment Income and Transactions
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Trust becomes aware of the ex-dividend
data in the exercise of reasonable diligence.
Interest income, including interest on income-bearing cash accounts, is
recorded on the accrual basis. Dividend and interest income are reported
net of unrecoverable foreign taxes withheld at the applicable country
rates and net of income accrued on defaulted securities.
Interest and dividend income payable by delivery of additional shares is
reclassified as PIK (payment-in-kind) income upon receipt and is included
in interest and dividend income, respectively.
All discounts/premiums on purchase prices of debt securities are
accreted/amortized for financial reporting purposes over the life of the
respective securities, and such accretion/amortization is included in
interest income.
Security transactions are recorded as of trade date. Gains and losses on
sales of investments are calculated on the identified cost method for both
financial reporting and federal income tax purposes.
C. Foreign Currency Translation
The books and records of the Trust are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on
foreign currency contracts, disposition of foreign currencies and the
difference between the amount of income accrued and the U.S. dollars
actually received. Further, the effects of changes in foreign currency
exchange rates on investments are not segregated on the Statement of
Operations from the effects of changes in the market prices of those
securities, but are included with the net realized and unrealized gain or
loss on investments.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 53
D. Federal Income Taxes
It is the Trust's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to
distribute all of its net taxable income and net realized capital gains,
if any, to its shareowners. Therefore, no provision for federal income
taxes is required. As of November 30, 2018, the Trust did not accrue any
interest or penalties with respect to uncertain tax positions, which, if
applicable, would be recorded as an income tax expense on the Statement of
Operations. Tax returns filed within the prior three years remain subject
to examination by federal and state tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. GAAP. Distributions in excess of net investment
income or net realized gains are temporary over distributions for
financial statement purposes resulting from differences in the recognition
or classification of income or distributions for financial statement and
tax purposes. Capital accounts within the financial statements are
adjusted for permanent book/tax differences to reflect tax character, but
are not adjusted for temporary differences.
At November 30, 2018, the Trust reclassified $11,415,660 to decrease
paid-in capital and $11,415,660 to decrease distributable loss, to reflect
permanent book/tax differences. These adjustments have no impact on net
assets or the results of operations.
At November 30, 2018, the Trust was permitted to carry forward $1,195,553
of short-term capital losses and $35,790,598 of long-term capital losses
without limitation. Additionally, at November 30, 2018, the Trust had a
net capital loss carryforward of $18,747,865 that will expire in 2019, if
not utilized. Since unlimited losses are required to be used first, loss
carryforwards that are subject to expiration may be more likely to expire
unused. The amount of capital loss carryforward that expired unused in
2018 was $11,415,660.
The tax character of distributions paid during the years ended November
30, 2018 and November 30, 2017, were as follows:
--------------------------------------------------------------------------
2018 2017
--------------------------------------------------------------------------
Distributions paid from:
Ordinary income $17,811,485 $18,009,391
--------------------------------------------------------------------------
Total $17,811,485 $18,009,391
==========================================================================
54 Pioneer Floating Rate Trust | Annual Report | 11/30/18
The following shows the components of distributable earnings (losses) on a
federal income tax basis at November 30, 2018:
--------------------------------------------------------------------------
2018
--------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 1,679,351
Capital loss carryforward (55,734,016)
Other book/tax temporary differences (1,537,574)
Unrealized depreciation (10,193,803)
--------------------------------------------------------------------------
Total $(65,786,042)
==========================================================================
The difference between book basis and tax basis unrealized depreciation is
attributable to the tax treatment of premium and amortization, adjustments
relating to catastrophe bonds, the tax adjustments relating to credit
default swaps and partnerships.
E. Risks
The value of securities held by the Trust may go up or down, sometimes
rapidly or unpredictably, due to general market conditions, such as real
or perceived adverse economic, political or regulatory conditions,
inflation, changes in interest rates, lack of liquidity in the bond
markets or adverse investor sentiment. In the past several years,
financial markets have experienced increased volatility, depressed
valuations, decreased liquidity and heightened uncertainty. These
conditions may continue, recur, worsen or spread.
At times, the Trust's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Trust more
susceptible to any economic, political, or regulatory developments or
other risks affecting those industries and sectors. The Trust's
investments in countries with emerging (or developing) markets may subject
the Trust to a greater degree of risk than investments in a developed
market. These risks include disruptive political or economic conditions
and the imposition of adverse governmental laws or currency exchange
restrictions.
Interest rates in the U.S. have been historically low and have begun to
rise, so the Trust faces a heightened risk that interest rates may
continue to rise. A general rise in interest rates could adversely affect
the price and liquidity of fixed-income securities and could also result
in increased redemptions from the Trust.
The Trust invests in below investment grade (high yield) debt securities
and preferred stocks. Some of these high yield securities may be
convertible into equity securities of the issuer. Debt securities rated
below investment grade are commonly referred to as "junk bonds" and are
considered speculative.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 55
These securities involve greater risk of loss, are subject to greater
price volatility, and are less liquid, especially during periods of
economic uncertainty or change, than higher rated debt securities.
With the increased use of technologies such as the Internet to conduct
business, the Trust is susceptible to operational, information security
and related risks. While the Trust's Adviser has established business
continuity plans in the event of, and risk management systems to prevent,
limit or mitigate, such cyber-attacks, there are inherent limitations in
such plans and systems including the possibility that certain risks have
not been identified. Furthermore, the Trust cannot control the
cybersecurity plans and systems put in place by service providers to the
Trust such as Brown Brothers Harriman & Co., the Trust's custodian and
accounting agent, and American Stock & Trust Company ("AST"), the Trust's
transfer agent. In addition, many beneficial owners of Trust shares hold
them through accounts at broker-dealers, retirement platforms and other
financial market participants over which neither the Trust nor Amundi
Pioneer exercises control. Each of these may in turn rely on service
providers to them, which are also subject to the risk of cyber-attacks.
Cybersecurity failures or breaches at Amundi Pioneer or the Trust's
service providers or intermediaries have the ability to cause disruptions
and impact business operations, potentially resulting in financial losses,
interference with the Trust's ability to calculate its net asset value,
impediments to trading, the inability of Trust shareowners to effect share
purchases or receive distributions, loss of or unauthorized access to
private shareowners information and violations of applicable privacy and
other laws, regulatory fines, penalties, reputational damage, or
additional compliance costs. Such costs and losses may not be covered
under any insurance. In addition, maintaining vigilance against
cyber-attacks may involve substantial costs over time, and system
enhancements may themselves be subject to cyber-attacks.
F. Insurance-Linked Securities ("ILS")
The Trust invests in event-linked bonds and other ILS. The Trust could
lose a portion or all of the principal it has invested in an ILS, and the
right to additional interest payments with respect to the security, upon
the occurrence of one or more trigger events, as defined within the terms
of an insurance-linked security. Trigger events, generally, are
hurricanes, earthquakes, or other natural events of a specific size or
magnitude that occur in a designated geographic region during a specified
time period, and/or that involve losses or other metrics that exceed a
specific amount. There is no way to accurately predict whether a trigger
event will occur and, accordingly, ILS carry significant risk. The Trust
is entitled to receive principal and interest payments so long as no
trigger event occurs of the description and magnitude specified by the
instrument. In addition to the specified trigger events, ILS
56 Pioneer Floating Rate Trust | Annual Report | 11/30/18
may expose the Trust to other risks, including but not limited to issuer
(credit) default, adverse regulatory or jurisdictional interpretations and
adverse tax consequences.
The Trust's investments in ILS may include special purpose vehicles
("SPVs") or similar instruments structured to comprise a portion of a
reinsurer's catastrophe-oriented business, known as quota share
instruments (sometimes referred to as reinsurance sidecars), or to provide
reinsurance relating to specific risks to insurance or reinsurance
companies through a collateralized instrument, known as collateralized
reinsurance. Structured reinsurance investments also may include industry
loss warranties ("ILWs"). A traditional ILW takes the form of a bilateral
reinsurance contract, but there are also products that take the form of
derivatives, collateralized structures, or exchange-traded instruments.
Where the ILS are based on the performance of underlying reinsurance
contracts, the Trust has limited transparency into the individual
underlying contracts, and therefore must rely upon the risk assessment and
sound underwriting practices of the issuer. Accordingly, it may be more
difficult for the Adviser to fully evaluate the underlying risk profile of
the Trust's structured reinsurance investments, and therefore the Trust's
assets are placed at greater risk of loss than if the Adviser had more
complete information. Structured reinsurance instruments generally will be
considered illiquid securities by the Trust. These securities may be
difficult to purchase, sell or unwind. Illiquid securities also may be
difficult to value. If the Trust is forced to sell an illiquid asset, the
Trust may be forced to sell at a loss.
G. Repurchase Agreements
Repurchase agreements are arrangements under which the Trust purchases
securities from a broker-dealer or a bank, called the counterparty, upon
the agreement of the counterparty to repurchase the securities from the
Trust at a later date, and at a specific price, which is typically higher
than the purchase price paid by the Trust. The securities purchased serve
as the Trust's collateral for the obligation of the counterparty to
repurchase the securities. The value of the collateral, including accrued
interest, is required to be equal to or in excess of the repurchase price.
The collateral for all repurchase agreements is held in safekeeping in the
customer-only account of the Trust's custodian or a sub-custodian of the
Trust. The Adviser is responsible for determining that the value of the
collateral remains at least equal to the repurchase price. In the event of
a default by the counterparty, the Trust is entitled to sell the
securities, but the Trust may not be able to sell them for the price at
which they were purchased, thus causing a loss to the Trust. Additionally,
if the counterparty becomes insolvent, there is some risk that the Trust
will not have a right to the securities, or the immediate right to sell
the securities.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 57
Open repurchase agreements as of November 30, 2018 are disclosed in the
Trust's Schedule of Investments.
H. Forward Foreign Currency Contracts
The Trust may enter into forward foreign currency contracts ("contracts")
for the purchase or sale of a specific foreign currency at a fixed price
on a future date. All contracts are marked to market daily at the
applicable exchange rates, and any resulting unrealized appreciation or
depreciation is recorded in the Trust's financial statements. The Trust
records realized gains and losses at the time a contract is offset by
entry into a closing transaction or extinguished by delivery of the
currency. Risks may arise upon entering into these contracts from the
potential inability of counterparties to meet the terms of the contract
and from unanticipated movements in the value of foreign currencies
relative to the U.S. dollar (see Note 4).
At November 30, 2018, the Trust had entered into various forward foreign
currency contracts that obligated the Trust to deliver or take delivery of
currencies at specified future maturity dates. Alternatively, prior to the
settlement date of a forward foreign currency contract, the Trust may
close out such contract by entering into an offsetting contract.
The average market value of forward foreign currency contracts open during
the year ended November 30, 2018, was $(170,638). There were no open
forward foreign currency contracts at November 30, 2018.
I. Credit Default Swap Contracts
A credit default swap is a contract between a buyer of protection and a
seller of protection against a pre-defined credit event or an underlying
reference obligation, which may be a single security or a basket or index
of securities. The Trust may buy or sell credit default swap contracts to
seek to increase the Trust's income, or to attempt to hedge the risk of
default on portfolio securities. A credit default swap index is used to
hedge risk or take a position on a basket of credit entities or indices.
As a seller of protection, the Trust would be required to pay the notional
(or other agreed-upon) value of the referenced debt obligation to the
counterparty in the event of a default by a U.S. or foreign corporate
issuer of a debt obligation, which would likely result in a loss to the
Trust. In return, the Trust would receive from the counterparty a periodic
stream of payments during the term of the contract, provided that no event
of default occurred. The maximum exposure of loss to the seller would be
the notional value of the credit default swaps outstanding. If no default
occurs, the Trust would keep the stream of payments and would have no
payment obligation. The
58 Pioneer Floating Rate Trust | Annual Report | 11/30/18
Trust may also buy credit default swap contracts in order to hedge against
the risk of default of debt securities, in which case the Trust would
function as the counterparty referenced above.
As a buyer of protection, the Trust makes an upfront or periodic payment
to the protection seller in exchange for the right to receive a contingent
payment. An upfront payment made by the Trust, as the protection buyer, is
recorded within the "Swap contracts, at value" line item on the Statement
of Assets and Liabilities. Periodic payments received or paid by the Trust
are recorded as realized gains or losses on the Statement of Operations.
Credit default swap contracts are marked-to-market daily using valuations
supplied by independent sources and the change in value, if any, is
recorded within the "Swap contracts, at value" line item on the Statement
of Assets and Liabilities. Payments received or made as a result of a
credit event or upon termination of the contract are recognized, net of
the appropriate amount of the upfront payment, as realized gains or losses
on the Statement of Operations.
Credit default swap contracts involving the sale of protection may involve
greater risks than if the Trust had invested in the referenced debt
instrument directly. Credit default swap contracts are subject to general
market risk, liquidity risk, counterparty risk and credit risk. If the
Trust is a protection buyer and no credit event occurs, it will lose its
investment. If the Trust is a protection seller and a credit event occurs,
the value of the referenced debt instrument received by the Trust,
together with the periodic payments received, may be less than the amount
the Trust pays to the protection buyer, resulting in a loss to the Trust.
In addition, obligations under sell protection credit default swaps may be
partially offset by net amounts received from settlement of buy protection
credit default swaps entered into by the Trust for the same reference
obligation with the same counterparty.
Certain swap contracts that are cleared through a central clearinghouse
are referred to as centrally cleared swaps. All payments made or received
by the Trust are pursuant to a centrally cleared swap contract with the
central clearing party rather than the original counterparty. Upon
entering into a centrally cleared swap contract, the Trust is required to
make an initial margin deposit, either in cash or in securities. The daily
change in value on open centrally cleared contracts is recorded as
"Variation margin for centrally cleared swaps" on the Statement of Assets
and Liabilities. Cash received from or paid to the broker related to
previous margin movement is held in a segregated account at the broker and
is recorded as either "Due from broker for swaps" or "Due to broker for
swaps" on the Statement of Assets and Liabilities. The amount of cash
deposited with a broker as collateral at November 30, 2018, is recorded as
"Swaps collateral" on the Statement of Assets and Liabilities.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 59
The average market value of credit default swap contracts open during the
year ended November 30, 2018 was $130,118. Open credit default swap
contracts at November 30, 2018 are listed in the Schedule of Investments.
J. Automatic Dividend Reinvestment Plan
All shareowners whose shares are registered in their own names
automatically participate in the Automatic Dividend Reinvestment Plan (the
"Plan"), under which participants receive all dividends and capital gain
distributions (collectively, dividends) in full and fractional shares of
the Trust in lieu of cash. Shareowners may elect not to participate in the
Plan. Shareowners not participating in the Plan receive all dividends and
capital gain distributions in cash. Participation in the Plan is
completely voluntary and may be terminated or resumed at any time without
penalty by notifying American Stock Transfer & Trust Company, the agent
for shareowners in administering the Plan (the "Plan Agent"), in writing
prior to any dividend record date; otherwise such termination or
resumption will be effective with respect to any subsequently declared
dividend or other distribution.
If a shareowner's shares are held in the name of a brokerage firm, bank or
other nominee, the shareowner can ask the firm or nominee to participate
in the Plan on the shareowner's behalf. If the firm or nominee does not
offer the Plan, dividends will be paid in cash to the shareowner of
record. A firm or nominee may reinvest a shareowner's cash dividends in
shares of the Trust on terms that differ from the terms of the Plan.
Whenever the Trust declares a dividend on shares payable in cash,
participants in the Plan will receive the equivalent in shares acquired by
the Plan Agent either (i) through receipt of additional unissued but
authorized shares from the Trust or (ii) by purchase of outstanding shares
on the New York Stock Exchange or elsewhere. If, on the payment date for
any dividend, the net asset value per share is equal to or less than the
market price per share plus estimated brokerage trading fees (market
premium), the Plan Agent will invest the dividend amount in newly issued
shares. The number of newly issued shares to be credited to each account
will be determined by dividing the dollar amount of the dividend by the
net asset value per share on the date the shares are issued, provided that
the maximum discount from the then current market price per share on the
date of issuance does not exceed 5%. If, on the payment date for any
dividend, the net asset value per share is greater than the market value
(market discount), the Plan Agent will invest the dividend amount in
shares acquired in open-market purchases. There are no brokerage charges
with respect to newly issued shares. However, each participant will pay a
pro rata share of brokerage trading fees incurred with respect to the Plan
Agent's open-market purchases. Participating in the Plan
60 Pioneer Floating Rate Trust | Annual Report | 11/30/18
does not relieve shareowners from any federal, state or local taxes which
may be due on dividends paid in any taxable year. Shareowners holding Plan
shares in a brokerage account may be able to transfer the shares to
another broker and continue to participate in the Plan.
2. Management Agreement
The Adviser manages the Trust's portfolio. Management fees payable under the
Trust's Advisory Agreement with the Adviser are calculated daily at the annual
rate of 0.70% of the Trust's average daily managed assets. "Managed assets"
means (a) the total assets of the Trust, including any form of investment
leverage, minus (b) all accrued liabilities incurred in the normal course of
operations, which shall not include any liabilities or obligations attributable
to investment leverage obtained through (i) indebtedness of any type
(including, without limitation, borrowing through a credit facility or the
issuance of debt securities), (ii) the issuance of preferred stock or other
similar preference securities, and/or (iii) any other means. For the year ended
November 30, 2018 the net management fee was 0.70% of the Trust's average daily
managed assets, which was equivalent to 1.03% of the Trust's average daily net
assets.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Trust as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$16,435 in management fees, administrative costs and certain other
reimbursements payable to the Adviser at November 30, 2018.
3. Transfer Agent
AST serves as the transfer agent with respect to the Trust's common shares. The
Trust pays AST an annual fee, as is agreed to from time to time by the Trust
and AST, for providing such services.
In addition, the Trust reimbursed the transfer agent for out-of-pocket expenses
incurred by the transfer agent related to shareowner communications activities
such as proxy and statement mailings and outgoing calls.
4. Additional Disclosures about Derivative Instruments and Hedging Activities
The Trust's use of derivatives may enhance or mitigate the Trust's exposure to
the following risks:
Interest rate risk relates to the fluctuations in the value of interest-bearing
securities due to changes in the prevailing levels of market interest rates.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 61
Credit risk relates to the ability of the issuer of a financial instrument to
make further principal or interest payments on an obligation or commitment that
it has to the Trust.
Foreign exchange rate risk relates to fluctuations in the value of an asset or
liability due to changes in currency exchange rates.
Equity risk relates to the fluctuations in the value of financial instruments
as a result of changes in market prices (other than those arising from interest
rate risk or foreign exchange rate risk), whether caused by factors specific to
an individual investment, its issuer, or all factors affecting all instruments
traded in a market or market segment.
Commodity risk relates to the risk that the value of a commodity or commodity
index will fluctuate based on increases or decreases in the commodities market
and factors specific to a particular industry or commodity.
The fair value of open derivative instruments (not considered to be hedging
instruments for accounting disclosure purposes) by risk exposure at November
30, 2018 was as follows:
--------------------------------------------------------------------------------
Statement of Assets and Liabilities
Foreign
Interest Credit Exchange Equity Commodity
Rate Risk Risk Rate Risk Risk Risk
--------------------------------------------------------------------------------
Assets:
Swap contracts,
at value $ -- $119,612 $ -- $ -- $ --
--------------------------------------------------------------------------------
Total Value $ -- $119,612 $ -- $ -- $ --
================================================================================
The effect of derivative instruments (not considered to be hedging instruments
for accounting disclosure purposes) on the Statement of Operations by risk
exposure at November 30, 2018 was as follows:
--------------------------------------------------------------------------------------
Statement of Operations
Foreign
Interest Credit Exchange Equity Commodity
Rate Risk Risk Rate Risk Risk Risk
--------------------------------------------------------------------------------------
Net realized
gain (loss) on:
Forward foreign
currency contracts $ -- $ -- $47,458 $ -- $ --
Swap contracts -- 146,965 -- -- --
--------------------------------------------------------------------------------------
Total Value $ -- $ 146,965 $47,458 $ -- $ --
======================================================================================
Change in net
unrealized
appreciation
(depreciation) on:
Swap contracts $ -- $(105,388) $ -- $ -- $ --
--------------------------------------------------------------------------------------
Total Value $ -- $(105,388) $ -- $ -- $ --
======================================================================================
62 Pioneer Floating Rate Trust | Annual Report | 11/30/18
5. Unfunded Loan Commitments
The Trust may enter into unfunded loan commitments. Unfunded loan commitments
may be partially or wholly unfunded. During the contractual period, the Trust
is obliged to provide funding to the borrower upon demand. A fee is earned by
the Trust on the unfunded commitment and is recorded as interest income on the
Statement of Operations.
As of November 30, 2018, the Trust had the following unfunded loan commitments
outstanding:
-----------------------------------------------------------------------------------
Unrealized
Appreciation
Loan Principal Cost Value (Depreciation)
-----------------------------------------------------------------------------------
Access CIG LLC $ 77,554 $ 77,203 $ 77,554 $ 351
Globallogic Holdings, Inc. 75,000 74,642 74,717 75
United Seating and
Mobility LLC 175,000 174,567 174,344 (223)
Universal Hospital
Services, Inc. 635,000 633,433 633,412 (21)
-----------------------------------------------------------------------------------
Total Value $962,554 $959,845 $960,027 $ 182
===================================================================================
6. Trust Shares
There are an unlimited number of shares of beneficial interest authorized.
Transactions in shares of beneficial interest for the year ended November 30,
2018 and the year ended November 30, 2017, were as follows:
--------------------------------------------------------------------------------
11/30/18 11/30/17
--------------------------------------------------------------------------------
Shares outstanding at beginning of year 24,738,174 24,738,174
--------------------------------------------------------------------------------
Shares outstanding at end of year 24,738,174 24,738,174
================================================================================
7. Credit Agreement
Effective November 26, 2013, the Trust entered into a Revolving Credit Facility
(the "Credit Agreement") with the Bank of Nova Scotia in the amount of
$160,000,000. The Credit Agreement was established in conjunction with the
redemption of all the Trust's auction market preferred shares. Effective
November 23, 2016, the Trust extended the maturity of the Credit Agreement to
November 22, 2019.
At November 30, 2018, the Trust had a borrowing outstanding under the Credit
Agreement totaling $143,450,000. The interest rate charged at November 30, 2018
was 3.31%. During the year ended November 30, 2018, the average daily balance
was $143,450,000 at an average interest rate of 2.88% . Interest expense of
$4,134,125 in connection with the Credit Agreement is included on the Statement
of Operations.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 63
The Trust is required to maintain 300% asset coverage with respect to amounts
outstanding under the Credit Agreement. Asset coverage is calculated by
subtracting the Trust's total liabilities not including any bank loans and
senior securities, from the Trust's total assets and dividing such amount by
the principal amount of the borrowing outstanding.
8. Subsequent Events
A monthly dividend was declared on December 3, 2018 from undistributed and
accumulated net investment income of $0.0600 per share payable December 20,
2018, to shareowners of record on December 13, 2018.
64 Pioneer Floating Rate Trust | Annual Report | 11/30/18
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and the Shareholders of
Pioneer Floating Rate Trust:
--------------------------------------------------------------------------------
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Pioneer
Floating Rate Trust (the "Trust"), including the schedule of investments, as of
November 30, 2018, and the related statements of operations, changes in net
assets and the financial highlights for the year then ended and the related
notes, and the statement of changes in net assets and financial highlights for
the year ended November 30, 2017 (collectively referred to as the "financial
statements"). The financial highlights for periods ended November 30, 2014,
November 30, 2015 and November 30, 2016 were audited by another independent
registered public accounting firm whose report, dated January 25, 2017,
expressed an unqualified opinion on those financial highlights. In our opinion,
the financial statements present fairly, in all material respects, the
financial position of the Trust at November 30, 2018, the results of its
operations, the changes in its net assets, and the financial highlights for the
year ended, and the statement of changes in net assets and financial highlights
for the year ended November 30, 2017, in conformity with U.S. generally
accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our
responsibility is to express an opinion on the Trust's financial statements
based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Trust in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Trust is not required to have,
nor were we engaged to perform, an audit of the Trust's internal control over
financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the Trust's internal
control over financial reporting. Accordingly, we express no such opinion.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 65
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of November 30, 2018, by correspondence with the custodian and
brokers. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Trust's auditor since 2017.
Boston, Massachusetts
January 28, 2019
66 Pioneer Floating Rate Trust | Annual Report | 11/30/18
ADDITIONAL INFORMATION
During the period, there have been no material changes in the Trust's
investment objective or fundamental policies that have not been approved by the
shareowners. There have been no changes in the Trust's charter or By-Laws that
would delay or prevent a change in control of the Trust which has not been
approved by the shareowners. During the period, there have been no changes in
the principal risk factors associated with investment in the Trust. There were
no changes in the persons who are primarily responsible for the day-to-day
management of the Trust's portfolio.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Trust may purchase, from time to time, its common
shares in the open market.
The percentages of the Fund's ordinary income distributions that are exempt
from nonresident alien (NRA) tax withholding resulting from qualified interest
income was 96.35%.
Change in Independent Registered Public Accounting Firm
Prior to July 3, 2017 Pioneer Investment Management, Inc. ("the Adviser"), the
Trust's investment adviser, was an indirect, wholly owned subsidiary of
UniCredit S.p.A. ("UniCredit"). On that date, UniCredit completed the sale of
its Pioneer Investments business, which includes the Adviser, to Amundi (the
"Transaction"). As a result of the Transaction, the Adviser became an indirect,
wholly owned subsidiary of Amundi. Amundi is controlled by Credit Agricole S.A.
Amundi is headquartered in Paris, France, and, as of September 30, 2016, had
more than $1.1 trillion in assets under management worldwide.
Deloitte & Touche LLP ("D&T"), the Trust's previous independent registered
public accounting firm, informed the Audit Committee and the Board that it
would no longer be independent with respect to the Trust upon the completion of
the Transaction as a result of certain services being provided to Amundi and
Credit Agricole, and, accordingly, that it intended to resign as the Trust's
independent registered public accounting firm upon the completion of the
Transaction. D&T's resignation was effective on July 3, 2017, when the
Transaction was completed.
During the periods as to which D&T has served as the Trust's independent
registered public accounting firm, D&T's reports on the Trust's financial
statements have not contained an adverse opinion or disclaimer of opinion and
have not been qualified or modified as to uncertainty, audit scope or
accounting principles. Further, there have been no disagreements with D&T on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of D&T, would have caused D&T to make reference to the subject
matter of the disagreement in connection with its report on the financial
Pioneer Floating Rate Trust | Annual Report | 11/30/18 67
statements. In addition, there have been no reportable events of the kind
described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange
Act of 1934.
Effective immediately following the completion of the Transaction on July 3,
2017, the Board, acting upon the recommendation of the Audit Committee, engaged
an independent registered public accounting firm, Ernst & Young LLP ("EY").
Prior to its engagement, EY had advised the Trust's Audit Committee that EY had
identified the following matters, in each case relating to services rendered by
other member firms of Ernst & Young Global Limited, all of which are located
outside the United States, to UniCredit and certain of its subsidiaries during
the period commencing July 1, 2016, that it determined to be inconsistent with
the auditor independence rules set forth by the Securities and Exchange
Commission ("SEC"): (a) project management support services to UniCredit in the
Czech Republic, Germany, Italy, Serbia and Slovenia in relation to twenty-two
projects, that were determined to be inconsistent with Rule 2-01(c)(4)(vi) of
Regulation S-X (management functions); (b) two engagements for UniCredit in
Italy where fees were contingent/success based and that were determined to be
inconsistent with Rule 2-01(c)(5) of Regulation S-X (contingent fees); (c) four
engagements where legal and expert services were provided to UniCredit in the
Czech Republic and Germany, and twenty engagements where the legal advisory
services were provided to UniCredit in Austria, Czech Republic, Italy and
Poland, that were determined to be inconsistent with Rule 2-01(c)(4)(ix) and
(x) of Regulation S-X (legal and expert services); and (d) two engagements for
UniCredit in Italy involving assistance in the sale of certain assets, that
were determined to be inconsistent with Rule 2-01(c)(4)(viii) of Regulation S-X
(broker-dealer, investment adviser or investment banking services). None of the
foregoing services involved the Trust, any of the other funds in the Pioneer
Family of Funds or any other Pioneer entity sold by UniCredit in the
Transaction.
EY advised the Audit Committee that it had considered the matters described
above and had concluded that such matters would not impair EY's ability to
exercise objective and impartial judgment in connection with the audits of the
financial statements of the Trust under the SEC and Public Company Accounting
Oversight Board independence rules, and that a reasonable investor with
knowledge of all relevant facts and circumstances would reach the same
conclusion. Management and the Audit Committee considered these matters and
discussed the matters with EY and, based upon EY's description of the matters
and statements made by EY, Management and the Audit Committee believe that EY
will be capable of exercising objective and impartial judgment in connection
with the audits of the financial statements of the Trust, and Management
further believes that a reasonable investor with knowledge of all relevant
facts and circumstances would reach the same conclusion.
68 Pioneer Floating Rate Trust | Annual Report | 11/30/18
Results of Shareholder Meeting
At the annual meeting held on September 20, 2018, shareholders of the Trust
were asked to consider the proposal described below. A report of the total
votes cast by the Trust's shareholders follows:
Proposal 1 - To elect three Class III Trustees
--------------------------------------------------------------------------------
Nominee For Withheld
--------------------------------------------------------------------------------
Thomas J. Perna 20,971,870 2,446,637
--------------------------------------------------------------------------------
Marguerite A. Piret 22,545,150 873,357
--------------------------------------------------------------------------------
Fred J. Ricciardi 22,549,241 869,266
--------------------------------------------------------------------------------
Pioneer Floating Rate Trust | Annual Report | 11/30/18 69
Approval of Investment Management Agreement
Amundi Pioneer Asset Management, Inc. ("APAM") serves as the investment adviser
to Pioneer Floating Rate Trust (the "Trust") pursuant to an investment
management agreement between APAM and the Trust. In order for APAM to remain
the investment adviser of the Trust, the Trustees of the Trust must determine
annually whether to renew the investment management agreement for the Trust.
The contract review process began in January 2018 as the Trustees of the Trust
agreed on, among other things, an overall approach and timeline for the
process. Contract review materials were provided to the Trustees in March 2018,
July 2018 and September 2018.In addition, the Trustees reviewed and discussed
the Trust's performance at regularly scheduled meetings throughout the year,
and took into account other information related to the Trust provided to the
Trustees at regularly scheduled meetings, in connection with the review of the
Trust's investment management agreement.
In March 2018, the Trustees, among other things, discussed the memorandum
provided by Fund counsel that summarized the legal standards and other
considerations that are relevant to the Trustees in their deliberations
regarding the renewal of the investment management agreement, and reviewed and
discussed the qualifications of the investment management teams for the Trust,
as well as the level of investment by the Trust's portfolio managers in the
Trust. In July 2018, the Trustees, among other things, reviewed the Trust's
management fees and total expense ratios, the financial statements of APAM and
its parent companies, profitability analyses provided by APAM, and analyses
from APAM as to possible economies of scale. The Trustees also reviewed the
profitability of the institutional business of APAM and APAM's affiliate,
Amundi Pioneer Institutional Asset Management, Inc. ("APIAM" and, together with
APAM, "Amundi Pioneer"), as compared to that of APAM's fund management
business, and considered the differences between the fees and expenses of the
Trust and the fees and expenses of APAM's and APIAM's institutional accounts,
as well as the different services provided by APAM to the Trust and by APAM and
APIAM to the institutional accounts. The Trustees further considered contract
review materials, including additional materials received in response to the
Trustees' request, in September 2018.
At a meeting held on September 18, 2018, based on their evaluation of the
information provided by APAM and third parties, the Trustees of the Trust,
including the Independent Trustees voting separately, unanimously approved the
renewal of the investment management agreement for another year. In approving
the renewal of the investment management agreement, the Trustees
70 Pioneer Floating Rate Trust | Annual Report | 11/30/18
considered various factors that they determined were relevant, including the
factors described below. The Trustees did not identify any single factor as the
controlling factor in determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by APAM to the Trust, taking into account the investment
objective and strategy of the Trust. The Trustees also reviewed APAM's
investment approach for the Trust and its research process. The Trustees
considered the resources of APAM and the personnel of APAM who provide
investment management services to the Trust. They also reviewed the amount of
non-Trust assets managed by the portfolio managers of the Trust. They
considered the non-investment resources and personnel of APAM that are involved
in APAM's services to the Trust, including APAM's compliance, risk management,
and legal resources and personnel. The Trustees noted the substantial attention
and high priority given by APAM's senior management to the Pioneer Fund
complex.
The Trustees considered that APAM supervises and monitors the performance of
the Trust's service providers and provides the Trust with personnel (including
Trust officers) and other resources that are necessary for the Trust's business
management and operations. The Trustees also considered that, as administrator,
APAM is responsible for the administration of the Trust's business and other
affairs. The Trustees considered the fees paid to APAM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by APAM to the Trust were
satisfactory and consistent with the terms of the investment management
agreement.
Performance of the Trust
In considering the Trust's performance, the Trustees regularly review and
discuss throughout the year data prepared by APAM and information comparing the
Trust's performance with the performance of its peer group of funds, as
classified by Morningstar, Inc. (Morningstar), and the performance of the
Trust's benchmark index. They also discuss the Trust's performance with APAM on
a regular basis. The Trustees' regular reviews and discussions were factored
into the Trustees' deliberations concerning the renewal of the investment
management agreement.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 71
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Trust
in comparison to the management fees and expense ratios of a peer group of
funds selected on the basis of criteria determined by the Independent Trustees
for this purpose using data provided by Strategic Insight Mutual Fund Research
and Consulting, LLC (Strategic Insight), an independent third party. The peer
group comparisons referred to below are organized in quintiles. Each quintile
represents one-fifth of the peer group. In all peer group comparisons referred
to below, first quintile is most favorable to the Trust's shareowners.
The Trustees considered that the Trust's management fee (based on managed
assets) for the most recent fiscal year was in the first quintile relative to
the management fees paid by other funds in its Strategic Insight peer group for
the comparable period. The Trustees considered that the expense ratio (based on
managed assets) of the Trust's common shares for the most recent fiscal year
was in the second quintile relative to its Strategic Insight peer group for the
comparable period.
The Trustees reviewed management fees charged by APAM and APIAM to
institutional and other clients, including publicly offered European funds
sponsored by APAM's affiliates, unaffiliated U.S. registered investment
companies (in a sub-advisory capacity), and unaffiliated foreign and domestic
separate accounts. The Trustees also considered APAM's costs in providing
services to the Trust and APAM's and APIAM's costs in providing services to the
other clients and considered the differences in management fees and profit
margins for fund and non-fund services. In evaluating the fees associated with
APAM's and APIAM's client accounts, the Trustees took into account the
respective demands, resources and complexity associated with the Trust and
other client accounts. The Trustees noted that, in some instances, the fee
rates for those clients were lower than the management fee for the Trust and
considered that, under the investment management agreement with the Trust, APAM
performs additional services for the Trust that it does not provide to those
other clients or services that are broader in scope, including oversight of the
Trust's other service providers and activities related to compliance and the
extensive regulatory and tax regimes to which the Trust is subject. The
Trustees also considered the entrepreneurial risks associated with APAM's
management of the Trust.
The Trustees concluded that the management fee payable by the Trust to APAM was
reasonable in relation to the nature and quality of the services provided by
APAM.
72 Pioneer Floating Rate Trust | Annual Report | 11/30/18
Profitability
The Trustees considered information provided by APAM regarding the
profitability of APAM with respect to the advisory services provided by APAM to
the Trust, including the methodology used by APAM in allocating certain of its
costs to the management of the Trust. The Trustees also considered APAM's
profit margin in connection with the overall operation of the Trust. They
further reviewed the financial results, including the profit margins, realized
by APAM and APIAM from non-fund businesses. The Trustees considered APAM's
profit margins in comparison to the limited industry data available and noted
that the profitability of any adviser was affected by numerous factors,
including its organizational structure and method for allocating expenses. The
Trustees concluded that APAM's profitability with respect to the management of
the Trust was not unreasonable.
Economies of Scale
The Trustees considered the extent to which APAM may realize economies of scale
or other efficiencies in managing and supporting the Trust. Since the Trust is
a closed-end fund that has not raised additional capital, the Trustees
concluded that economies of scale were not a relevant consideration in the
renewal of the investment advisory agreement.
Other Benefits
The Trustees considered the other benefits that APAM enjoys from its
relationship with the Trust. The Trustees considered the character and amount
of fees paid or to be paid by the Trust, other than under the investment
management agreement, for services provided by APAM and its affiliates. The
Trustees further considered the revenues and profitability of APAM's businesses
other than the Fund business. To the extent applicable, the Trustees also
considered the benefits to the Trust and to APAM and its affiliates from the
use of "soft" commission dollars generated by the Trust to pay for research and
brokerage services.
The Trustees considered that Amundi Pioneer is the principal U.S. asset
management business of Amundi, which is one of the largest asset managers
globally. Amundi's worldwide asset management business manages over $1.7
trillion in assets (including the Pioneer Funds). The Trustees considered
that APAM's relationship with Amundi creates potential opportunities for APAM,
APIAM and Amundi that derive from APAM's relationships with the Trust,
including Amundi's ability to market the services of APAM globally. The
Trustees noted that APAM has access to additional research and portfolio
management capabilities as a result of its relationship with Amundi and
Amundi's enhanced global presence that may contribute to an increase in the
resources available to APAM. The Trustees considered that APAM and the
Pioneer Floating Rate Trust | Annual Report | 11/30/18 73
Trust receive reciprocal intangible benefits from the relationship, including
mutual brand recognition and, for the Trust, direct and indirect access to the
resources of a large global asset manager. The Trustees concluded that any such
benefits received by APAM as a result of its relationship with the Trust were
reasonable.
Conclusion
After consideration of the factors described above as well as other factors,
the Trustees, including the Independent Trustees, concluded that the investment
management agreement for the Trust, including the fees payable thereunder, was
fair and reasonable and voted to approve the proposed renewal of the investment
management agreement.
74 Pioneer Floating Rate Trust | Annual Report | 11/30/18
Trustees, Officers and Service Providers
Investment Adviser
Amundi Pioneer Asset Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Amundi Pioneer Distributor, Inc.
Legal Counsel
Morgan, Lewis & Bockius LLP
Shareowner Services and Transfer Agent
American Stock Transfer & Trust Company
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at www.amundipioneer.com. This information is also available on the
Securities and Exchange Commission's web site at www.sec.gov.
Trustees and Officers
The Trust's Trustees and officers are listed below, together with their
principal occupations and other directorships they have held during at least
the past five years. Trustees who are interested persons of the Trust within
the meaning of the 1940 Act are referred to as Interested Trustees. Trustees
who are not interested persons of the Trust are referred to as Independent
Trustees. Each of the Trustees serves as a Trustee of each of the 43 U.S.
registered investment portfolios for which Amundi Pioneer serves as investment
adviser (the "Pioneer Funds"). The address for all Trustees and all officers of
the Trust is 60 State Street, Boston, Massachusetts 02109.
The Statement of Additional Information of the Fund includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 75
Independent Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Term of Office and Other Directorships
Held With the Trust Length of Service Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (68) Class III Trustee Trustee since Private investor (2004 - 2008 and Director, Broadridge
Chairman of the Board since 2006. Term 2006. Serves until 2013 - present); Chairman (2008 - Financial Solutions, Inc.
and Trustee expires in 2021. a successor trustee 2013) and Chief Executive Officer (investor communications and
is elected or (2008 - 2012), Quadriserv, Inc. securities processing
earlier retirement (technology products for securities provider for financial
or removal. lending industry); and Senior services industry) (2009 -
Executive Vice President, The Bank present); Director,
of New York (financial and Quadriserv, Inc. (2005 -
securities services) (1986 - 2004) 2013); and Commissioner,
New Jersey State Civil
Service Commission (2011 -
2015)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (74) Class I Trustee Trustee since Managing Partner, Federal City Director of New York
Trustee since 2005. Term 2005. Serves until Capital Advisors (corporate Mortgage Trust (publicly-
expires in 2019. a successor trustee advisory services company) (1997 - traded mortgage REIT)
is elected or 2004 and 2008 - present); Interim (2004 - 2009, 2012 -
earlier retirement Chief Executive Officer, Oxford present); Director of The
or removal. Analytica, Inc. (privately held Swiss Helvetia Fund, Inc.
research and consulting company) (closed-end fund) (2010 -
(2010); Executive Vice President 2017); Director of Oxford
and Chief Financial Officer, Analytica, Inc. (2008 -
I-trax, Inc. (publicly traded 2015); and Director of
health care services company) Enterprise Community
(2004 - 2007); and Executive Vice Investment, Inc.
President and Chief Financial (privately-held affordable
Officer, Pedestal Inc. (internet- housing finance company)
based mortgage trading company) (1985 - 2010)
(2000 - 2002); Private Consultant
(1995 - 1997); Managing Director,
Lehman Brothers (1992 - 1995); and
Executive, The World Bank
(1979 - 1992)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (74) Class II Trustee Trustee since William Joseph Maier Professor of Trustee, Mellon
Trustee since 2008. Term 2008. Serves until Political Economy, Harvard Institutional Funds
expires in 2020. a successor trustee University (1972 - present) Investment Trust and Mellon
is elected or Institutional Funds Master
earlier retirement Portfolio (oversaw 17
or removal. portfolios in fund complex)
(1989 - 2008)
------------------------------------------------------------------------------------------------------------------------------------
76 Pioneer Floating Rate Trust | Annual Report | 11/30/18
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Term of Office and Other Directorships
Held With the Trust Length of Service Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (71) Class II Trustee Trustee since Founding Director, Vice-President None
Trustee since 2003. Term 2004. Serves until and Corporate Secretary, The
expires in 2020. a successor trustee Winthrop Group, Inc. (consulting
is elected or firm) (1982 - present); Desautels
earlier retirement Faculty of Management, McGill
or removal. University (1999 - 2017); and
Manager of Research Operations and
Organizational Learning, Xerox
PARC, Xerox's advance research
center (1990-1994)
------------------------------------------------------------------------------------------------------------------------------------
Lorraine H. Monchak (62) Class I Trustee Trustee since Chief Investment Officer, 1199 None
Trustee since 2015. Term 2017. (Advisory SEIU Funds (healthcare workers
expires in 2019. Trustee from union pension funds) (2001 -
2014 - 2017) present); Vice President -
Serves until a International Investments Group,
successor trustee American International Group, Inc.
is elected or (insurance company) (1993 - 2001);
earlier retirement Vice President - Corporate Finance
or removal. and Treasury Group, Citibank, N.A.
(1980 - 1986 and 1990 - 1993); Vice
President - Asset/Liability
Management Group, Federal Farm
Funding Corporation (government-
sponsored issuer of debt
securities) (1988 - 1990); Mortgage
Strategies Group, Shearson Lehman
Hutton, Inc. (investment bank)
(1987 - 1988); and Mortgage
Strategies Group, Drexel Burnham
Lambert, Ltd. (investment bank)
(1986 - 1987)
------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (70) Class III Trustee Trustee since President and Chief Executive Director of New America High
Trustee since 2003. Term 2004. Serves until Officer, Newbury Piret Company Income Fund, Inc.
expires in 2021. a successor trustee (investment banking firm) (closed-end investment
is elected or (1981 - present) company) (2004 - present);
earlier retirement and Member, Board of
or removal. Governors, Investment
Company Institute
(2000 - 2006)
------------------------------------------------------------------------------------------------------------------------------------
Fred J. Ricciardi (71) Class III Trustee Trustee since Consultant (investment company None
Trustee since 2014. Term 2014. Serves until services) (2012 - present);
expires in 2021. a successor trustee Executive Vice President, BNY
is elected or Mellon (financial and investment
earlier retirement company services) (1969 - 2012);
or removal. Director, BNY International
Financing Corp. (financial
services) (2002 - 2012); and
Director, Mellon Overseas
Investment Corp. (financial
services) (2009 - 2012)
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Floating Rate Trust | Annual Report | 11/30/18 77
Interested Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Lisa M. Jones (56)* Class I Trustee Director, CEO and President of Amundi Pioneer Asset None
Trustee, President and since 2014. Term Management USA, Inc. (since September 2014);
Chief Executive Officer expires in 2019. Director, CEO and President of Amundi Pioneer Asset
Management, Inc. (since September 2014); Director,
CEO and President of Amundi Pioneer Distributor,
Inc. (since September 2014); Director, CEO and
President of Amundi Pioneer Institutional Asset
Management, Inc. (since September 2014); Chair,
Amundi Pioneer Asset Management USA, Inc., Amundi
Pioneer Distributor, Inc. and Amundi Pioneer
Institutional Asset Management, Inc. (September
2014 - 2018); Managing Director, Morgan Stanley
Investment Management (2010 - 2013); and Director
of Institutional Business, CEO of International,
Eaton Vance Management (2005 - 2010)
------------------------------------------------------------------------------------------------------------------------------------
Kenneth J. Taubes (60)* Class II Trustee Director and Executive Vice President (since 2008) None
Trustee since 2014. Term and Chief Investment Officer, U.S. (since 2010) of
expires in 2020. Amundi Pioneer Asset Management USA, Inc.;
Executive Vice President and Chief Investment
Officer, U.S. of Amundi Pioneer (since 2008);
Executive Vice President of Amundi Pioneer
Institutional Asset Management, Inc. (since 2009);
and Portfolio Manager of Amundi Pioneer
(since 1999)
------------------------------------------------------------------------------------------------------------------------------------
* Ms. Jones and Mr. Taubes are Interested Trustees because they are officers or
directors of the Trust's investment adviser and certain of its affiliates.
78 Pioneer Floating Rate Trust | Annual Report | 11/30/18
Trust Officers
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Trust Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (53) Since 2004. Serves Vice President and Associate General Counsel of None
Secretary and at the discretion Amundi Pioneer since January 2008; Secretary and
Chief Legal Officer of the Board Chief Legal Officer of all of the Pioneer Funds
since June 2010; Assistant Secretary of all of the
Pioneer Funds from September 2003 to May 2010; and
Vice President and Senior Counsel of Amundi Pioneer
from July 2002 to December 2007
------------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (57) Since 2010. Serves Fund Governance Director of Amundi Pioneer since None
Assistant Secretary at the discretion December 2006 and Assistant Secretary of all the
of the Board Pioneer Funds since June 2010; Manager - Fund
Governance of Amundi Pioneer from December 2003 to
November 2006; and Senior Paralegal of Amundi
Pioneer from January 2000 to November 2003
------------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (56) Since 2010. Serves Senior Counsel of Amundi Pioneer since May 2013 None
Assistant Secretary at the discretion and Assistant Secretary of all the Pioneer Funds
of the Board since June 2010; and Counsel of Amundi Pioneer from
June 2007 to May 2013
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (59) Since 2008. Serves Vice President - Fund Treasury of Amundi Pioneer; None
Treasurer and Chief at the discretion Treasurer of all of the Pioneer Funds since March
Financial and of the Board 2008; Deputy Treasurer of Amundi Pioneer from
Accounting Officer March 2004 to February 2008; and Assistant
Treasurer of all of the Pioneer Funds from
March 2004 to February 2008
------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (53) Since 2004. Serves Director - Fund Treasury of Amundi Pioneer; and None
Assistant Treasurer at the discretion Assistant Treasurer of all of the Pioneer Funds
of the Board
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (60) Since 2004. Serves Senior Manager - Fund Treasury of Amundi Pioneer; None
Assistant Treasurer at the discretion and Assistant Treasurer of all of the Pioneer Funds
of the Board
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (39) Since 2009. Serves Senior Manager - Fund Treasury of Amundi Pioneer None
Assistant Treasurer at the discretion since November 2008; Assistant Treasurer of all of
of the Board the Pioneer Funds since January 2009; and Client
Service Manager - Institutional Investor Services
at State Street Bank from March 2003 to March 2007
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Floating Rate Trust | Annual Report | 11/30/18 79
Trust Officers (continued)
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Trust Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
John Malone (48) Since 2018. Serves Managing Director, Chief Compliance Officer of None
Chief Compliance Officer at the discretion Amundi Pioneer Asset Management; Amundi Pioneer
of the Board Institutional Asset Management, Inc.; and the
Pioneer Funds since September 2018; and Chief
Compliance Officer of Amundi Pioneer Distributor,
Inc. since January 2014.
------------------------------------------------------------------------------------------------------------------------------------
Kelly O'Donnell (47) Since 2006. Serves Vice President - Investor Services Group of Amundi None
Anti-Money at the discretion Pioneer and Anti-Money Laundering Officer of all
Laundering Officer of the Board the Pioneer Funds since 2006
------------------------------------------------------------------------------------------------------------------------------------
80 Pioneer Floating Rate Trust | Annual Report | 11/30/18
This page is for your notes.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 81
This page is for your notes.
82 Pioneer Floating Rate Trust | Annual Report | 11/30/18
This page is for your notes.
Pioneer Floating Rate Trust | Annual Report | 11/30/18 83
This page is for your notes.
84 Pioneer Floating Rate Trust | Annual Report | 11/30/18
How to Contact Amundi Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
--------------------------------------------------------------------------------
Account Information 1-800-710-0935
Or write to AST:
--------------------------------------------------------------------------------
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit our
web site www.amundipioneer.com.
The Trust files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareowners may view the filed Form N-Q by visiting the Commission's
web site at https://www.sec.gov.
[LOGO] Amundi Pioneer
==============
ASSET MANAGEMENT
Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, MA 02109
www.amundipioneer.com
Securities offered through Amundi Pioneer Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
[C] 2019 Amundi Pioneer Asset Management 19447-12-0119
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 12(a)(1), a copy of
its code of ethics that applies to the registrant's principal
executive officer,principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
as an exhibit to its annual
report on this Form N-CSR (see attachment);
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Mr. David R. Bock, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
The audit fees for the Trust were $55,000
payable to Ernst & Young LLP for the year ended
November 30, 2018 and $55,000
for the year ended November 30, 2017.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
There were no audit-related services in 2018 or 2017.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
The tax fees for the Trust were $10,115
payable to Ernst & Young LLP for the year ended
November 30, 2018 and $10,115
for the year ended November 30, 2017.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
There were no other fees in 2018 or 2017.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Amudi Pioneer Asset Management, Inc, the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered
into on or after May 6, 2003, the effective date of the
new SEC pre-approval rules, the Trust's audit
committee is required to pre-approve services to
affiliates defined by SEC rules to the extent that the
services are determined to have a direct impact on the
operations or financial reporting of the Trust. For the
years ended November 30 2018 and 2017, there were no
services provided to an affiliate that required the
Trust's audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountants engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrants accountant
for services rendered to the registrant, and rendered to the registrants
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The aggregate non-audit fees for the Trust were $10,115
payable to Ernst & Young LLP for the year ended
November 30, 2018 and $10,115 for the year
ended November 30, 2017.
(h) Disclose whether the registrants audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrants investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees
has considered whether the provision of non-audit
services that were rendered to the Affiliates (as
defined) that were not pre- approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is
compatible with maintaining the principal accountant's
independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrant's audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule of Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.1212
of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Proxy Voting Policies and Procedures of
Pioneer Investment Management, Inc.
VERSION DATED July, 2004
Overview
Pioneer Investment Management, Inc. ("Pioneer") is a fiduciary that owes
each of its client's duties of care and loyalty with respect to all
services undertaken on the client's behalf, including proxy voting. When
Pioneer has been delegated proxy-voting authority for a client, the duty of
care requires Pioneer to monitor corporate events and to vote the proxies.
To satisfy its duty of loyalty, Pioneer must place its client's interests
ahead of its own and must cast proxy votes in a manner consistent with the
best interest of its clients. Pioneer will vote all proxies presented in a
timely manner.
The Proxy Voting Policies and Procedures are designed to complement
Pioneer's investment policies and procedures regarding its general
responsibility to monitor the performance and/or corporate events of
companies that are issuers of securities held in accounts managed by
Pioneer. Pioneer's Proxy Voting Policies summarize Pioneer's position on a
number of issues solicited by companies held by Pioneer's clients. The
policies are guidelines that provide a general indication on how Pioneer
would vote but do not include all potential voting scenarios.
Pioneer's Proxy Voting Procedures detail monitoring of voting, exception
votes, and review of conflicts of interest and ensure that case-by-case
votes are handled within the context of the overall guidelines (i.e. best
interest of client). The overriding goal is that all proxies for US and
non-US companies that are received promptly will be voted in accordance
with Pioneer's policies or specific client instructions. All shares in a
company held by Pioneer-managed accounts will be voted alike, unless a
client has given us specific voting instructions on an issue or has not
delegated authority to us or the Proxy Voting Oversight Group determines
that the circumstances justify a different approach.
Pioneer does not delegate the authority to vote proxies relating to its
clients to any of its affiliates, which include other subsidiaries of
UniCredito.
Any questions about these policies and procedures should be directed to the
Proxy Coordinator.
1
Proxy Voting Procedures
Proxy Voting Service
Pioneer has engaged an independent proxy voting service to assist in the
voting of proxies. The proxy voting service works with custodians to ensure
that all proxy materials are received by the custodians and are processed
in a timely fashion. To the extent applicable, the proxy voting service
votes all proxies in accordance with the proxy voting policies established
by Pioneer. The proxy voting service will refer proxy questions to the
Proxy Coordinator (described below) for instructions under circumstances
where: (1) the application of the proxy voting guidelines is unclear; (2) a
particular proxy question is not covered by the guidelines; or (3) the
guidelines call for specific instructions on a case-by-case basis. The
proxy voting service is also requested to call to the Proxy Coordinator's
attention specific proxy questions that, while governed by a guideline,
appear to involve unusual or controversial issues. Pioneer reserves the
right to attend a meeting in person and may do so when it determines that
the company or the matters to be voted on at the meeting are strategically
important to its clients.
Proxy Coordinator
Pioneer's Director of Investment Operations (the "Proxy Coordinator")
coordinates the voting, procedures and reporting of proxies on behalf of
Pioneer's clients. The Proxy Coordinator will deal directly with the proxy
voting service and, in the case of proxy questions referred by the proxy
voting service, will solicit voting recommendations and instructions from
the Director of Portfolio Management US or, to the extent applicable,
investment sub-advisers. The Proxy Coordinator is responsible for ensuring
that these questions and referrals are responded to in a timely fashion and
for transmitting appropriate voting instructions to the proxy voting
service. The Proxy Coordinator is responsible for verifying with the
Compliance Department whether Pioneer's voting power is subject to any
limitations or guidelines issued by the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries).
Referral Items
From time to time, the proxy voting service will refer proxy questions to
the Proxy Coordinator that are described by Pioneer's policy as to be voted
on a case-by-case basis, that are not covered by Pioneer's guidelines or
where Pioneer's guidelines may be unclear with respect to the matter to be
voted on. Under such certain circumstances, the Proxy Coordinator will seek
a written voting recommendation from the Director of Portfolio Management
US. Any such recommendation will include: (i) the manner in which the
proxies should be voted; (ii) the rationale underlying any such decision;
and (iii) the disclosure of any contacts or communications made between
Pioneer and any outside parties concerning the proxy proposal prior to the
time that the voting instructions are provided. In addition, the Proxy
Coordinator will ask the Compliance Department to review the question for
any actual or apparent conflicts of interest as described below under
"Conflicts of
2
Interest." The Compliance Department will provide a "Conflicts of Interest
Report," applying the criteria set forth below under "Conflicts of
Interest," to the Proxy Coordinator summarizing the results of its review.
In the absence of a conflict of interest, the Proxy Coordinator will vote
in accordance with the recommendation of the Director of Portfolio
Management US.
If the matter presents a conflict of interest for Pioneer, then the Proxy
Coordinator will refer the matter to the Proxy Voting Oversight Group for a
decision. In general, when a conflict of interest is present, Pioneer will
vote according to the recommendation of the Director of Portfolio
Management US where such recommendation would go against Pioneer's interest
or where the conflict is deemed to be immaterial. Pioneer will vote
according to the recommendation of its proxy voting service when the
conflict is deemed to be material and the Pioneer's internal vote
recommendation would favor Pioneer's interest, unless a client specifically
requests Pioneer to do otherwise. When making the final determination as to
how to vote a proxy, the Proxy Voting Oversight Group will review the
report from the Director of Portfolio Management US and the Conflicts of
Interest Report issued by the Compliance Department.
Conflicts of Interest
A conflict of interest occurs when Pioneer's interests interfere, or appear
to interfere with the interests of Pioneer's clients. Occasionally, Pioneer
may have a conflict that can affect how its votes proxies. The conflict may
be actual or perceived and may exist when the matter to be voted on
concerns:
o An affiliate of Pioneer, such as another company belonging to
the UniCredito Italiano S.p.A. banking group (a "UniCredito
Affiliate");
o An issuer of a security for which Pioneer acts as a sponsor,
advisor, manager, custodian, distributor, underwriter, broker, or
other similar capacity (including those securities specifically
declared by PGAM to present a conflict of interest for Pioneer);
o An issuer of a security for which UniCredito has informed Pioneer
that a UniCredito Affiliate acts as a sponsor, advisor, manager,
custodian, distributor, underwriter, broker, or other similar
capacity; or
o A person with whom Pioneer (or any of its affiliates) has an
existing, material contract or business relationship that was not
entered into in the ordinary course of Pioneer's business.
o Pioneer will abstain from voting with respect to companies
directly or indirectly owned by UniCredito Italiano Group, unless
otherwise directed by a client. In addition, Pioneer will inform
PGAM Global Compliance and the PGAM Independent Directors before
exercising such rights.
Any associate involved in the proxy voting process with knowledge of any
apparent or actual conflict of interest must disclose such conflict to the
Proxy Coordinator and the Compliance Department. The Compliance Department
will review each item referred to Pioneer to determine whether an actual or
potential conflict of interest with Pioneer exists in connection with the
proposal(s) to be voted upon. The review will be conducted by comparing the
apparent parties affected by the proxy proposal being
3
voted upon against the Compliance Department's internal list of interested
persons and, for any matches found, evaluating the anticipated magnitude
and possible probability of any conflict of interest being present. For
each referral item, the determination regarding the presence or absence of
any actual or potential conflict of interest will be documented in a
Conflicts of Interest Report to the Proxy Coordinator.
Securities Lending
In conjunction with industry standards Proxies are not available to be
voted when the shares are out on loan through either Pioneer's lending
program or a client's managed security lending program. However, Pioneer
will reserve the right to recall lent securities so that they may be voted
according to the Pioneer's instructions. If a portfolio manager would like
to vote a block of previously lent shares, the Proxy Coordinator will work
with the portfolio manager and Investment Operations to recall the
security, to the extent possible, to facilitate the vote on the entire
block of shares.
Share-Blocking
"Share-blocking" is a market practice whereby shares are sent to a
custodian (which may be different than the account custodian) for record
keeping and voting at the general meeting. The shares are unavailable for
sale or delivery until the end of the blocking period (typically the day
after general meeting date).
Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time-frame
and practices) and/or communicate with executing brokerage firm. A list of
countries with "share-blocking" is available from the Investment Operations
Department upon request.
Record Keeping
The Proxy Coordinator shall ensure that Pioneer's proxy voting service:
o Retains a copy of the proxy statement received (unless the proxy
statement is available from the SEC's Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system);
o Retains a record of the vote cast;
o Prepares Form N-PX for filing on behalf of each client that is a
registered investment company; and
o Is able to promptly provide Pioneer with a copy of the voting
record upon its request.
4
The Proxy Coordinator shall ensure that for those votes that may require
additional documentation (i.e. conflicts of interest, exception votes and
case-by-case votes) the following records are maintained:
o A record memorializing the basis for each referral vote cast;
o A copy of any document created by Pioneer that was material in
making the decision on how to vote the subject proxy; and
o A copy of any conflict notice, conflict consent or any other
written communication (including emails or other electronic
communications) to or from the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries)
regarding the subject proxy vote cast by, or the vote
recommendation of, Pioneer.
o Pioneer shall maintain the above records in the client's file for a
period not less than ten (10) years.
Disclosure
Pioneer shall take reasonable measures to inform its clients of the process
or procedures clients must follow to obtain information regarding how
Pioneer voted with respect to assets held in their accounts. In addition,
Pioneer shall describe to clients its proxy voting policies and procedures
and will furnish a copy of its proxy voting policies and procedures upon
request. This information may be provided to clients through Pioneer's Form
ADV (Part II) disclosure, by separate notice to the client, or through
Pioneer's website.
Proxy Voting Oversight Group
The members of the Proxy Voting Oversight Group are Pioneer's: Director of
Portfolio Management US, Head of Investment Operations, and Director of
Compliance. Other members of Pioneer will be invited to attend meetings and
otherwise participate as necessary. The Head of Investment Operations will
chair the Proxy Voting Oversight Group.
The Proxy Voting Oversight Group is responsible for developing, evaluating,
and changing (when necessary) Pioneer's Proxy Voting Policies and
Procedures. The group meets at least annually to evaluate and review these
policies and procedures and the services of its third-party proxy voting
service. In addition, the Proxy Voting Oversight Group will meet as
necessary to vote on referral items and address other business as
necessary.
Amendments
Pioneer may not amend its Proxy Voting Policies And Procedures without the
prior approval of the Proxy Voting Oversight Group and its corporate
parent, Pioneer Global Asset Management S.p.A
5
Proxy Voting Policies
Pioneer's sole concern in voting proxies is the economic effect of the
proposal on the value of portfolio holdings, considering both the short-
and long-term impact. In many instances, Pioneer believes that supporting
the company's strategy and voting "for" management's proposals builds
portfolio value. In other cases, however, proposals set forth by management
may have a negative effect on that value, while some shareholder proposals
may hold the best prospects for enhancing it. Pioneer monitors developments
in the proxy-voting arena and will revise this policy as needed.
All proxies that are received promptly will be voted in accordance with the
specific policies listed below. All shares in a company held by
Pioneer-managed accounts will be voted alike, unless a client has given us
specific voting instructions on an issue or has not delegated authority to
us. Proxy voting issues will be reviewed by Pioneer's Proxy Voting
Oversight Group, which consists of the Director of Portfolio Management US,
the Director of Investment Operations (the Proxy Coordinator), and the
Director of Compliance.
Pioneer has established Proxy Voting Procedures for identifying and
reviewing conflicts of interest that may arise in the voting of proxies.
Clients may request, at any time, a report on proxy votes for securities
held in their portfolios and Pioneer is happy to discuss our proxy votes
with company management. Pioneer retains a proxy voting service to provide
research on proxy issues and to process proxy votes.
Administrative
While administrative items appear infrequently in U.S. issuer proxies, they
are quite common in non-U.S. proxies.
We will generally support these and similar management proposals:
o Corporate name change.
o A change of corporate headquarters.
o Stock exchange listing.
o Establishment of time and place of annual meeting.
o Adjournment or postponement of annual meeting.
o Acceptance/approval of financial statements.
o Approval of dividend payments, dividend reinvestment plans and other
dividend-related proposals.
o Approval of minutes and other formalities.
6
o Authorization of the transferring of reserves and allocation of
income.
o Amendments to authorized signatories.
o Approval of accounting method changes or change in fiscal year-end.
o Acceptance of labor agreements.
o Appointment of internal auditors.
Pioneer will vote on a case-by-case basis on other routine business;
however, Pioneer will oppose any routine business proposal if insufficient
information is presented in advance to allow Pioneer to judge the merit of
the proposal. Pioneer has also instructed its proxy voting service to
inform Pioneer of its analysis of any administrative items inconsistent, in
its view, with supporting the value of Pioneer portfolio holdings so that
Pioneer may consider and vote on those items on a case-by-case basis.
Auditors
We normally vote for proposals to:
o Ratify the auditors. We will consider a vote against if we are
concerned about the auditors' independence or their past work for
the company. Specifically, we will oppose the ratification of
auditors and withhold votes from audit committee members if
non-audit fees paid by the company to the auditing firm exceed the
sum of audit fees plus audit-related fees plus permissible tax
fees according to the disclosure categories proposed by the
Securities and Exchange Commission.
o Restore shareholder rights to ratify the auditors.
We will normally oppose proposals that require companies to:
o Seek bids from other auditors.
o Rotate auditing firms, except where the rotation is statutorily
required or where rotation would demonstrably strengthen financial
disclosure.
o Indemnify auditors.
o Prohibit auditors from engaging in non-audit services for the
company.
Board of Directors
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in
instances where corporate performance has been very poor or where the board
appears to lack independence.
7
General Board Issues
Pioneer will vote for:
o Audit, compensation and nominating committees composed of
independent directors exclusively.
o Indemnification for directors for actions taken in good faith in
accordance with the business judgment rule. We will vote against
proposals for broader indemnification.
o Changes in board size that appear to have a legitimate business
purpose and are not primarily for anti-takeover reasons.
o Election of an honorary director.
We will vote against:
o Minimum stock ownership by directors.
o Term limits for directors. Companies benefit from experienced
directors, and shareholder control is better achieved through
annual votes.
o Requirements for union or special interest representation on the
board.
o Requirements to provide two candidates for each board seat.
We will vote on a case-by case basis on these issues:
o Separate chairman and CEO positions. We will consider voting with
shareholders on these issues in cases of poor corporate
performance.
Elections of Directors
In uncontested elections of directors we will vote against:
o Individual directors with absenteeism above 25% without valid
reason. We support proposals that require disclosure of director
attendance.
o Insider directors and affiliated outsiders who sit on the audit,
compensation, stock option or nominating committees. For the
purposes of our policy, we accept the definition of affiliated
directors provided by our proxy voting service.
We will also vote against:
o Directors who have failed to act on a takeover offer where the
majority of shareholders have tendered their shares.
o Directors who appear to lack independence or are associated with
very poor corporate performance.
8
We will vote on a case-by case basis on these issues:
o Re-election of directors who have implemented or renewed a
dead-hand or modified dead-hand poison pill (a "dead-hand poison
pill" is a shareholder rights plan that may be altered only by
incumbent or "dead " directors. These plans prevent a potential
acquirer from disabling a poison pill by obtaining control of the
board through a proxy vote).
o Contested election of directors.
o Prior to phase-in required by SEC, we would consider supporting
election of a majority of independent directors in cases of poor
performance.
o Mandatory retirement policies.
o Directors who have ignored a shareholder proposal that has been
approved by shareholders for two consecutive years.
Takeover-Related Measures
Pioneer is generally opposed to proposals that may discourage takeover
attempts. We believe that the potential for a takeover helps ensure that
corporate performance remains high.
Pioneer will vote for:
o Cumulative voting.
o Increase ability for shareholders to call special meetings.
o Increase ability for shareholders to act by written consent.
o Restrictions on the ability to make greenmail payments.
o Submitting rights plans to shareholder vote.
o Rescinding shareholder rights plans ("poison pills").
o Opting out of the following state takeover statutes:
o Control share acquisition statutes, which deny large holders voting
rights on holdings over a specified threshold.
o Control share cash-out provisions, which require large holders to
acquire shares from other holders.
o Freeze-out provisions, which impose a waiting period on large
holders before they can attempt to gain control.
o Stakeholder laws, which permit directors to consider interests of
non-shareholder constituencies.
9
o Disgorgement provisions, which require acquirers to disgorge profits
on purchases made before gaining control.
o Fair price provisions.
o Authorization of shareholder rights plans.
o Labor protection provisions.
o Mandatory classified boards.
We will vote on a case-by-case basis on the following issues:
o Fair price provisions. We will vote against provisions requiring
supermajority votes to approve takeovers. We will also consider
voting against proposals that require a supermajority vote to
repeal or amend the provision. Finally, we will consider the
mechanism used to determine the fair price; we are generally
opposed to complicated formulas or requirements to pay a premium.
o Opting out of state takeover statutes regarding fair price
provisions. We will use the criteria used for fair price
provisions in general to determine our vote on this issue.
o Proposals that allow shareholders to nominate directors.
We will vote against:
o Classified boards, except in the case of closed-end mutual funds.
o Limiting shareholder ability to remove or appoint directors. We
will support proposals to restore shareholder authority in this
area. We will review on a case-by-case basis proposals that
authorize the board to make interim appointments.
o Classes of shares with unequal voting rights.
o Supermajority vote requirements.
o Severance packages ("golden" and "tin" parachutes). We will support
proposals to put these packages to shareholder vote.
o Reimbursement of dissident proxy solicitation expenses. While we
ordinarily support measures that encourage takeover bids, we
believe that management should have full control over corporate
funds.
o Extension of advance notice requirements for shareholder proposals.
o Granting board authority normally retained by shareholders (e.g.,
amend charter, set board size).
o Shareholder rights plans ("poison pills"). These plans generally
allow shareholders to buy additional shares at a below-market
price in the event of a change in control and may deter some bids.
10
Capital Structure
Managements need considerable flexibility in determining the company's
financial structure, and Pioneer normally supports managements' proposals
in this area. We will, however, reject proposals that impose high barriers
to potential takeovers.
Pioneer will vote for:
o Changes in par value.
o Reverse splits, if accompanied by a reduction in number of shares.
o Share repurchase programs, if all shareholders may participate on
equal terms.
o Bond issuance.
o Increases in "ordinary" preferred stock.
o Proposals to have blank-check common stock placements (other than
shares issued in the normal course of business) submitted for
shareholder approval.
o Cancellation of company treasury shares.
We will vote on a case-by-case basis on the following issues:
o Reverse splits not accompanied by a reduction in number of shares,
considering the risk of delisting.
o Increase in authorized common stock. We will make a determination
considering, among other factors:
o Number of shares currently available for issuance;
o Size of requested increase (we would normally approve increases of up to
100% of current authorization);
o Proposed use of the additional shares; and
o Potential consequences of a failure to increase the number of shares
outstanding (e.g., delisting or bankruptcy).
o Blank-check preferred. We will normally oppose issuance of a new
class of blank-check preferred, but may approve an increase in a
class already outstanding if the company has demonstrated that it
uses this flexibility appropriately.
o Proposals to submit private placements to shareholder vote.
o Other financing plans.
We will vote against preemptive rights that we believe limit a company's
financing flexibility.
11
Compensation
Pioneer supports compensation plans that link pay to shareholder returns
and believes that management has the best understanding of the level of
compensation needed to attract and retain qualified people. At the same
time, stock-related compensation plans have a significant economic impact
and a direct effect on the balance sheet. Therefore, while we do not want
to micromanage a company's compensation programs, we will place limits on
the potential dilution these plans may impose.
Pioneer will vote for:
o 401(k) benefit plans.
o Employee stock ownership plans (ESOPs), as long as shares
allocated to ESOPs are less than 5% of outstanding shares. Larger
blocks of stock in ESOPs can serve as a takeover defense. We will
support proposals to submit ESOPs to shareholder vote.
o Various issues related to the Omnibus Budget and Reconciliation Act
of 1993 (OBRA), including:
o Amendments to performance plans to conform with OBRA;
o Caps on annual grants or amendments of administrative features;
o Adding performance goals; and
o Cash or cash-and-stock bonus plans.
o Establish a process to link pay, including stock-option grants, to
performance, leaving specifics of implementation to the company.
o Require that option repricings be submitted to shareholders.
o Require the expensing of stock-option awards.
o Require reporting of executive retirement benefits (deferred
compensation, split-dollar life insurance, SERPs, and pension
benefits).
o Employee stock purchase plans where the purchase price is equal to
at least 85% of the market price, where the offering period is no
greater than 27 months and where potential dilution (as defined
below) is no greater than 10%.
12
We will vote on a case-by-case basis on the following issues:
o Executive and director stock-related compensation plans. We will
consider the following factors when reviewing these plans:
o The program must be of a reasonable size. We will approve plans
where the combined employee and director plans together would
generate less than 15% dilution. We will reject plans with 15% or
more potential dilution.
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
o The plan must not:
o Explicitly permit unlimited option repricing authority or that
have repriced in the past without shareholder approval.
o Be a self-replenishing "evergreen" plan, plans that grant
discount options and tax offset payments.
o We are generally in favor of proposals that increase participation beyond
executives.
o We generally support proposals asking companies to adopt rigorous
vesting provisions for stock option plans such as those that vest
incrementally over, at least, a three- or four-year period with a pro
rata portion of the shares becoming exercisable on an annual basis
following grant date.
o We generally support proposals asking companies to disclose their
window period policies for stock transactions. Window period policies
ensure that employees do not exercise options based on insider
information contemporaneous with quarterly earnings releases and other
material corporate announcements.
o We generally support proposals asking companies to adopt stock holding
periods for their executives.
o All other employee stock purchase plans.
o All other compensation-related proposals, including deferred
compensation plans, employment agreements, loan guarantee programs
and retirement plans.
o All other proposals regarding stock compensation plans, including
extending the life of a plan, changing vesting restrictions,
repricing options, lengthening exercise periods or accelerating
distribution of awards and pyramiding and cashless exercise
programs.
13
We will vote against:
o Pensions for non-employee directors. We believe these retirement
plans reduce director objectivity.
o Elimination of stock option plans.
We will vote on a case-by case basis on these issues:
o Limits on executive and director pay.
o Stock in lieu of cash compensation for directors.
Corporate Governance
Pioneer will vote for:
o Confidential Voting.
o Equal access provisions, which allow shareholders to contribute
their opinion to proxy materials.
o Proposals requiring directors to disclose their ownership of shares
in the company.
We will vote on a case-by-case basis on the following issues:
o Change in the state of incorporation. We will support
reincorporations supported by valid business reasons. We will
oppose those that appear to be solely for the purpose of
strengthening takeover defenses.
o Bundled proposals. We will evaluate the overall impact of the
proposal.
o Adopting or amending the charter, bylaws or articles of association.
o Shareholder appraisal rights, which allow shareholders to demand
judicial review of an acquisition price.
We will vote against:
o Shareholder advisory committees. While management should solicit
shareholder input, we prefer to leave the method of doing so to
management's discretion.
o Limitations on stock ownership or voting rights.
o Reduction in share ownership disclosure guidelines.
14
Mergers and Restructurings
Pioneer will vote on the following and similar issues on a case-by-case
basis:
o Mergers and acquisitions.
o Corporate restructurings, including spin-offs, liquidations, asset
sales, joint ventures, conversions to holding company and
conversions to self-managed REIT structure.
o Debt restructurings.
o Conversion of securities.
o Issuance of shares to facilitate a merger.
o Private placements, warrants, convertible debentures.
o Proposals requiring management to inform shareholders of merger
opportunities.
We will normally vote against shareholder proposals requiring that the
company be put up for sale.
Mutual Funds
Many of our portfolios may invest in shares of closed-end mutual funds or
exchange-traded funds. The non-corporate structure of these investments
raises several unique proxy voting issues.
Pioneer will vote for:
o Establishment of new classes or series of shares.
o Establishment of a master-feeder structure.
Pioneer will vote on a case-by-case on:
o Changes in investment policy. We will normally support changes
that do not affect the investment objective or overall risk level
of the fund. We will examine more fundamental changes on a
case-by-case basis.
o Approval of new or amended advisory contracts.
o Changes from closed-end to open-end format.
o Authorization for, or increase in, preferred shares.
o Disposition of assets, termination, liquidation, or mergers.
o Classified boards of closed-end mutual funds, but will typically
support such proposals.
15
Social Issues
Pioneer will abstain on stockholder proposals calling for greater
disclosure of corporate activities with regard to social issues. "Social
Issues" may generally be described as shareholder proposals for a company
to:
o Conduct studies regarding certain issues of public concern and
interest;
o Study the feasibility of the company taking certain actions with
regard to such issues; or
o Take specific action, including ceasing certain behavior and
adopting company standards and principles, in relation to issues
of public concern and interest.
We believe these issues are important and should receive management
attention.
Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against
proposals with regard to contributions, believing that management should
control the routine disbursement of funds.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrant's portfolio ("Portfolio Manager"). Also state each Portfolio
Manager's business experience during the past 5 years.
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGER
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER
The table below indicates, for the portfolio manager of the fund, information
about the accounts other than the fund over which the portfolio manager has
day-to-day investment responsibility. All information on the number of accounts
and total assets in the table is as of November 30, 2018. For purposes of the
table, "Other Pooled Investment Vehicles" may include investment partnerships,
undertakings for collective investments in transferable securities ("UCITS")
and other non-U.S. investment funds and group trusts, and "Other Accounts" may
include separate accounts for institutions or individuals, insurance company
general or separate accounts, pension funds and other similar institutional
accounts but generally do not include the portfolio manager's personal
investment accounts or those which the manager may be deemed to own
beneficially under the code of ethics. Certain funds and other accounts managed
by the portfolio manager may have substantially similar investment strategies.
NUMBER OF ASSETS
ACCOUNTS MANAGED
MANAGED FOR FOR WHICH
WHICH ADVISORY ADVISORY
NUMBER OF FEE IS FEE IS
NAME OF ACCOUNTS TOTAL ASSETS PERFORMANCE- PERFORMANCE-
PORTFOLIO MANAGER TYPE OF ACCOUNT MANAGED MANAGED (000'S) BASED BASED (000'S)
------------------- ---------------------------------- ----------- ----------------- ---------------- --------------
Jonathan Sharkey Other Registered Investment
Companies 3 6,808,573 N/A N/A
Other Pooled Investment Vehicles 2 395,532 N/A N/A
Other Accounts 2 94,814 N/A N/A
------------------- ---------------------------------- ----------- --------- ---------------- --------------
POTENTIAL CONFLICTS OF INTEREST
When a portfolio manager is responsible for the management of more than one
account, the potential arises for the portfolio manager to favor one account
over another. The principal types of potential conflicts of interest that may
arise are discussed below. For the reasons outlined below, Amundi Pioneer does
not believe that any material conflicts are likely to arise out of a portfolio
manager's responsibility for the management of the fund as well as one or more
other accounts. Although Amundi Pioneer has adopted procedures that it believes
are reasonably designed to detect and prevent violations of the federal
securities laws and to mitigate the potential for conflicts of interest to
affect its portfolio management decisions, there can be no assurance that all
conflicts will be identified or that all procedures will be effective in
mitigating the potential for such risks. Generally, the risks of such conflicts
of interest are increased to the extent that a portfolio manager has a
financial incentive to favor one account over another. Amundi Pioneer has
structured its compensation arrangements in a manner that is intended to limit
such potential for conflicts of interest. See "Compensation of Portfolio
Managers" below.
o A portfolio manager could favor one account over another in allocating new
investment opportunities that have limited supply, such as initial public
offerings and private placements. If, for example, an initial public
offering that was expected to appreciate in value significantly shortly
after the offering was allocated to a single account, that account may be
expected to have better investment performance than other accounts that did
not receive an allocation of the initial public offering. Generally,
investments for which there is limited availability are allocated based upon
a range of factors including available cash and consistency with the
accounts' investment objectives and policies. This allocation methodology
necessarily involves some subjective elements but is intended over time to
treat each client in an equitable and fair manner. Generally, the investment
opportunity is allocated among participating accounts on a pro rata
0
basis. Although Amundi Pioneer believes that its practices are reasonably
designed to treat each client in an equitable and fair manner, there may be
instances where a fund may not participate, or may participate to a lesser
degree than other clients, in the allocation of an investment opportunity.
o A portfolio manager could favor one account over another in the order in
which trades for the accounts are placed. If a portfolio manager determines
to purchase a security for more than one account in an aggregate amount that
may influence the market price of the security, accounts that purchased or
sold the security first may receive a more favorable price than accounts
that made subsequent transactions. The less liquid the market for the
security or the greater the percentage that the proposed aggregate purchases
or sales represent of average daily trading volume, the greater the
potential for accounts that make subsequent purchases or sales to receive a
less favorable price. When a portfolio manager intends to trade the same
security on the same day for more than one account, the trades typically are
"bunched," which means that the trades for the individual accounts are
aggregated and each account receives the same price. There are some types of
accounts as to which bunching may not be possible for contractual reasons
(such as directed brokerage arrangements). Circumstances may also arise
where the trader believes that bunching the orders may not result in the
best possible price. Where those accounts or circumstances are involved,
Amundi Pioneer will place the order in a manner intended to result in as
favorable a price as possible for such client.
o A portfolio manager could favor an account if the portfolio manager's
compensation is tied to the performance of that account to a greater degree
than other accounts managed by the portfolio manager. If, for example, the
portfolio manager receives a bonus based upon the performance of certain
accounts relative to a benchmark while other accounts are disregarded for
this purpose, the portfolio manager will have a financial incentive to seek
to have the accounts that determine the portfolio manager's bonus achieve
the best possible performance to the possible detriment of other accounts.
Similarly, if Amundi Pioneer receives a performance-based advisory fee, the
portfolio manager may favor that account, whether or not the performance of
that account directly determines the portfolio manager's compensation.
o A portfolio manager could favor an account if the portfolio manager has a
beneficial interest in the account, in order to benefit a large client or to
compensate a client that had poor returns. For example, if the portfolio
manager held an interest in an investment partnership that was one of the
accounts managed by the portfolio manager, the portfolio manager would have
an economic incentive to favor the account in which the portfolio manager
held an interest.
o If the different accounts have materially and potentially conflicting
investment objectives or strategies, a conflict of interest could arise. For
example, if a portfolio manager purchases a security for one account and
sells the same security for another account, such trading pattern may
disadvantage either the account that is long or short. In making portfolio
manager assignments, Amundi Pioneer seeks to avoid such potentially
conflicting situations. However, where a portfolio manager is responsible
for accounts with differing investment objectives and policies, it is
possible that the portfolio manager will conclude that it is in the best
interest of one account to sell a portfolio security while another account
continues to hold or increase the holding in such security.
COMPENSATION OF PORTFOLIO MANAGER
Amundi Pioneer has adopted a system of compensation for portfolio managers that
seeks to align the financial interests of the portfolio managers with those of
shareholders of the accounts (including Pioneer funds) the portfolio managers
manage, as well as with the financial performance of Amundi Pioneer. The
compensation program for all Amundi Pioneer portfolio managers includes a base
salary (determined by the rank and tenure of the employee) and an annual bonus
program, as well as customary benefits that are offered generally to all
full-time employees. Base compensation is fixed and normally reevaluated on an
annual basis. Amundi Pioneer seeks to set base compensation at market rates,
taking into account the experience and responsibilities of the portfolio
manager. The bonus plan is intended to provide a competitive level of annual
bonus compensation that is tied to the portfolio manager achieving superior
investment performance and align the interests of the investment professional
with those of shareholders, as well as
1
with the financial performance of Amundi Pioneer. Any bonus under the plan is
completely discretionary, with a maximum annual bonus that may be in excess of
base salary. The annual bonus is based upon a combination of the following
factors:
o QUANTITATIVE INVESTMENT PERFORMANCE. 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) over a one-year period (20%
weighting) and four-year period (80% weighting), measured for periods ending
on December 31. The accounts, which include the fund, are ranked against a
group of mutual funds with similar investment objectives and investment
focus (60%) and a broad-based securities market index measuring the
performance of the same type of securities in which the accounts invest
(40%), which, in the case of the fund, is the Bank of America Merrill Lynch
High Yield Master II Index. As a result of these two benchmarks, the
performance of the portfolio manager for compensation purposes is measured
against the criteria that are relevant to the portfolio manager's
competitive universe.
o QUALITATIVE PERFORMANCE. The qualitative performance component with respect
to all of the accounts managed by the portfolio manager includes objectives,
such as effectiveness in the areas of teamwork, leadership, communications
and marketing, that are mutually established and evaluated by each portfolio
manager and management.
o AMUNDI PIONEER RESULTS AND BUSINESS LINE RESULTS. Amundi Pioneer's financial
performance, as well as the investment performance of its investment
management group, affect a portfolio manager's actual bonus by a leverage
factor of plus or minus (+/-) a predetermined percentage.
The quantitative and qualitative performance components comprise 80% and 20%,
respectively, of the overall bonus calculation (on a pre-adjustment basis). A
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.
Certain portfolio managers participate in other programs designed to reward and
retain key contributors. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.
SHARE OWNERSHIP BY PORTFOLIO MANAGER
The following table indicates as of November 30, 2018 the value, within the
indicated range, of shares beneficially owned by the portfolio manager of the
fund.
BENEFICIAL OWNERSHIP
NAME OF PORTFOLIO MANAGER OF THE FUND*
--------------------------- ---------------------
Jonathan Sharkey A
--------------------------- ---------------------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 - $500,000
F. $500,001 - $1,000,000
G. Over $1,000,000
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrant's equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781).
During the period covered by this report, there were no purchases
made by or on behalf of the registrant or any affiliated purchaser
as defined in Rule 10b-18(a)(3) under the Securities Exchange Act
of 1934 (the Exchange Act), of shares of the registrants equity
securities that are registered by the registrant pursuant to
Section 12 of the Exchange Act.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrant's board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15))
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrant's board of
directors since the registrant last provided disclosure in response
to the requirements of Item 407(c)(2)(iv) of Regulation S-R of Schedule 14(A)
in its definitive proxy statement, or this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive and
principal financials officers, or persons performing similar functions,
regarding the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR
270.30a-3(c))) as of a date within 90 days of the filing date of the report
that includes the disclosure required by this paragraph,
based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on the evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose any change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that
occured during the second fiscal quarter of the period covered by this report
that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
Item 12. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies.
(a) If the registrant is a closed-end management investment company,
provide the following dollar amounts of income and compensation related
to the securities lending activities of the registrant during its most
recent fiscal year:
N/A
(1) Gross income from securities lending activities;
N/A
(2) All fees and/or compensation for each of the following securities
lending activities and related services: any share of revenue generated
by the securities lending program paid to the securities lending agent(s)
(revenue split); fees paid for cash collateral management services
(including fees deducted from a pooled cash collateral reinvestment
vehicle) that are not included in the revenue split; administrative
fees that are not included in the revenue split; fees for
indemnification that are not included in the revenue split; rebates
paid to borrowers; and any other fees relating to the securities lending
program that are not included in the revenue split, including a description
of those other fees;
N/A
(3) The aggregate fees/compensation disclosed pursuant to paragraph (2); and
N/A
(4) Net income from securities lending activities (i.e., the dollar amount in
paragraph (1) minus the dollar amount in paragraph (3)).
If a fee for a service is included in the revenue split, state that the fee
is included in the revenue split.
N/A
(b) If the registrant is a closed-end management investment company, describe
the services provided to the registrant by the securities lending agent in
the registrants most recent fiscal year.
N/A
ITEM 13. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(1) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(2) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2(a) under the Act
(17 CFR 270.30a-2(a)) , exactly as set forth below:
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Floating Rate Trust
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date January 30, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date January 30, 2019
By (Signature and Title)* /s/ Mark E. Bradley
Mark E. Bradley, Treasurer & Chief Accounting & Financial Officer
Date January 30, 2019
* Print the name and title of each signing officer under his or her signature.