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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)
Dorothy E. Bourassa, Pioneer Investment 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, 2005 through November 30, 2006
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 SHAREOWNERS.
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PIONEER
-----------
FLOATING
RATE
TRUST
Annual
Report
11/30/06
[LOGO]PIONEER
Investments(R)
Table of Contents
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Letter to Shareowner 2
Portfolio Summary 4
Prices and Distributions 5
Performance Update 6
Portfolio Management Discussion 7
Schedule of Investments 11
Financial Statements 29
Notes to Financial Statements 33
Report of Independent Registered Public Accounting Firm 44
Results of Shareowner Meeting 45
Factors Considered by the Independent Trustees in Approving
the Management Contract 46
Trustees, Officers and Service Providers 52
President's
Dear Shareowner,
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Mature and emerging market economies around the world showed moderate
improvement after a flat second quarter. The United States saw some resurgence
of growth, which we expect to continue through the fourth quarter of 2006 and
into 2007, although this growth may be slow with housing sector measures down in
recent months. While inflation pressures have risen slightly in recent months,
we believe the United States may now be at the end of the Fed's monetary
tightening cycle. Mature economies, led by Japan, remain firm as do European
economic prospects with strong GDP data reflecting the broad-based strength seen
in crucial indicators.
U.S. economic growth was back on track after lackluster market results prior to
Labor Day. Consumer spending rose with receding gas prices, just in time for the
back-to-school season, which retailers now consider the second most lucrative
period after the Christmas season. U.S. economic growth is in line with our
projections. We expect U.S. GDP to finish with a level of around 3.0% for 2006.
In our view, the pace of corporate earnings growth should slow amid pressure
from high raw materials costs and moderating economic growth. However, modest
U.S. dollar depreciation and improving growth overseas should offer some support
to U.S. earnings.
The European economy continues to improve and appears to be at its healthiest in
six years, with business confidence showing improvement across sectors and
consumers becoming more optimistic. While business sentiment indicators have had
a tendency to over-estimate growth in recent years, broad-based improvements
across countries since 2005 are a sign that European economic growth should
continue through 2006.
The positive long-term drivers of emerging markets remain in place: improving
domestic growth and inflation stability; structural reform; debt sustainability,
and favorable demographics. Together, the emerging markets' current account
surplus is at record highs, while external debt as a percentage of GDP is at its
lowest since 1991.
At its final meeting of 2006, the Federal Reserve kept interest rates unchanged
for the fourth straight time as worries about inflation
2
Letter
continued to trump concerns about the slowing economy. Despite inflation
pressures seen by the Fed, central bank counterparts in developed economies will
most likely follow the lead of keeping interest rates mostly unchanged. U.S.
economic growth is expected to remain positive, as it should among the developed
nations through the end of 2006. Any further geopolitical issues and rising
energy prices could lead to deceleration, but not a derailment from the current
healthy pace of economic growth, as investment is expected to remain robust,
benefiting from sustained internal and international demand worldwide.
Our cautiously optimistic outlook reinforces the importance of Pioneer's message
that investors should remain diversified, take a long-term view, and base
investment decisions on economic and market fundamentals, rather than on
emotion. Our investment philosophy and approach continue to be based on the use
of fundamental research to identify a range of opportunities that offer an
attractive balance of risk and reward to help Fund shareowners work toward their
long-term goals.
Respectfully,
/s/Osbert M. Hood
Osbert M. Hood, President
Pioneer Investment Management, Inc.
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 the opinion of Trust management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
Please consider the Trust's investment objectives, risks, charges and expenses.
Contact your advisor or Pioneer Investments for a prospectus containing this
information. Please read the information carefully.
3
Pioneer Floating Rate Trust
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PORTFOLIO SUMMARY 11/30/06
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Portfolio Diversification
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(As a percentage of total investment portfolio)
[The following data was represented by a pie chart in the printed material.]
Senior Secured Loans 89.8%
Corporate Bonds 5.6%
Temporary Cash
Investment 1.7%
Fixed Rate Loans 1.1%
Common Stock 1.0%
Convertible Corporate
Bonds 0.8%
Portfolio Quality
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(As a percentage of total investment portfolio; based on S&P ratings)
[The following data was represented by a pie chart in the printed material.]
BB 9.5%
B 60.2%
CCC 13.7%
D 1.8%
NR 13.1%
Cash Equivalents 1.7%
10 Largest Holdings
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(As a percentage of long-term holdings)
1. HCA, Inc., Tranche B Term Loan, 2.75%, 11/17/13 3.06%
2. Movie Gallery, Inc., Term Loan B, 10.62%, 4/27/11 2.69
3. Blockbuster, Inc., Tranche B Term Loan, 8.09% - 9.07%, 8/20/11 1.94
4. Millennium Digital Media Systems, LLC, Term Facility, 8.9%, 6/30/11 1.84
5. Home Interiors & Gifts, Inc., Initial Term Loan, 10.32% - 12.25%, 3/31/11 1.64
6. Cricket Communications, Inc., Facility Term Loan B, 8.117%, 6/16/13 1.46
7. Charter Communications Operating, LLC, Facility Term Loan, 8.005%, 4/28/13 1.35
8. ATP Oil & Gas Corp., Term Loan, 8.57% - 8.859%, 4/14/10 1.31
9. Metro PCS Wireless, Inc., Tranche B Term Loan, 7.875%, 11/3/13 1.16
10. Georgia-Pacific Corp., Term Loan B, 7.367% - 7.39%, 12/20/12 1.15
This list excludes temporary cash. The portfolio is actively managed, and
current holdings may be different. The holdings listed should not be considered
recommendations to buy or sell any security listed.
4
Pioneer Floating Rate Trust
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PRICES AND DISTRIBUTIONS
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Share Prices and Distributions
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Market Value 11/30/06 11/30/05
per Common Share $18.95 $17.14
Net Asset Value 11/30/06 11/30/05
per Common Share $19.66 $19.08
Net
Distributions Investment Short-Term Long-Term
per Common Share Income Capital Gains Capital Gains
(12/1/05 - 11/30/06) $1.6250 $0.0485 $ -
5
Pioneer Floating Rate Trust
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PERFORMANCE UPDATE 11/30/06
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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
common shares of Pioneer Floating Rate Trust, compared to that of the Credit
Suisse First Boston (CSFB) Leveraged Loan Index.
[The following data was represented by a mountain chart in the printed
material.]
Value of $10,000 Investment
12/04 10000 10000
5/05 8945 10180
11/05 9023 10516
5/06 10167 10886
11/06 10913 11258
Cumulative Total Returns
(As of November 30, 2006)
Net Asset Market
Period Value (NAV) Price
Life-of-Trust
(12/28/04) 18.80% 9.13%
1 Year 12.72 20.94
--------------------------------
Call 1-800-225-6292 or visit pioneerinvestments.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 Net Asset Value "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 common shares of the Trust.
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 sold
in the open market through a stock exchange and frequently trade at prices lower
than their NAV. NAV is total assets less total liabilities, which includes
preferred shares, divided by the number of common 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 market price.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Trust distributions or the redemption of Trust
shares.
Index comparison begins on 12/31/04. The CSFB Leveraged Loan Index is a
representative index of tradeable, senior, secured U.S. dollar-denominated
leveraged loans. The index began in January 1992. Index returns are calculated
monthly, assume reinvestment of dividends and, unlike Trust returns, do not
reflect any fees, expenses or sales charges. You cannot invest directly in an
Index.
6
Pioneer Floating Rate Trust
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PORTFOLIO MANAGEMENT DISCUSSION 11/30/06
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This annual report for Pioneer Floating Rate Trust covers the 12-month period
ended November 30, 2006. In the interview below, portfolio managers Mark Okada
and Joseph Dougherty of Highland Capital Management, the Trust's subadviser,
discuss the Trust's investment process, strategy and outlook.
Q: How did the Trust perform over the last 12 months?
A: For the fiscal year ended November 30, 2006, Pioneer Floating Rate Trust
returned 12.72% at net asset value and 20.94% at market price. The Trust's
benchmark, the Credit Suisse Leveraged Loan Index, returned 7.05% for the
same period. At the end of November, the Trust was selling at a discount of
market price to net asset value of 3.61%. Unlike open-end funds, a
closed-end fund's price goes up and down based on supply and demand,
irrespective of a fund's net asset value per share. It isn't unusual to
find closed-end funds trading at a discount. At the end of the period,
closed-end funds on average were trading at a discount to their underlying
net asset value.
During the year, the Federal funds target rate rose to 5.25% from 4.00%.
During this same period, the yield on the 3-month London Interbank Offering
Rate (LIBOR) rose from 4.42% to 5.37%. LIBOR is the rate of interest at
which banks borrow funds from other banks.
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher
than the performance data quoted.
The performance data quoted represents past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
Q: What was the investment environment like during the period?
A: The investment environment was generally beneficial for the leveraged loan
markets, as solid earnings growth and good liquidity kept default rates
relatively low. Default rates decreased from 1.65% in November 2005 (by
number of loans on a trailing 12-month basis) to 1.15% at the end of
November 2006, according to Standard and Poor's Leveraged Commentary &
Data. As
7
Pioneer Floating Rate Trust
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PORTFOLIO MANAGEMENT DISCUSSION 11/30/06 (continued)
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tracked by the Credit Suisse Leveraged Loan Index, spreads (difference in
yields) narrowed from 258 basis points at the end of November 2005 to 254
basis points at the end of November 2006. However, the tightening in
spreads was more than offset by an increase in interest rates. The
three-month LIBOR increased approximately 95 basis points during the same
time period. As a result, the weighted average coupon for leveraged loans
rose from 6.81% to 7.92%. (A basis point is equal to 1/100 of 1% or 0.01%.
For example, a yield that has risen 1% is said to have risen 100 basis
points.) New issue bank loan volume growth was dramatic in 2006, totaling
$585 billion during the first 11 months, which is up from $355 billion
during the comparable time period in 2005, according to Prospect News Bank
Loan Daily.
Q: What were the principal investment strategies used in managing the Trust?
A: Our strategies for managing the Trust were driven by our belief that the
economy was healthy and that the leveraged loan markets would perform well
in 2006. We continued to keep the portfolio generally fully invested during
most of the period by using available cash to add newly issued loans that
we felt would trade higher in the secondary markets. The Trust was well
diversified with positions in 196 issuers across 24 industries. As a
percentage of investments, approximately 91.1% of the Trust was in loans,
6.1% was in bonds, 1.1% was in equities and 1.7% was in temporary cash
investments. Approximately 7.1% of the Trust was in second lien loans. Some
of our core positions included HCA, a corporate operator of hospitals, and
home entertainment specialty retailers Movie Gallery and Blockbuster. The
healthcare, retail, and information technology industries were among the
largest industries in the portfolio. On November 30, 2006, 30.56% of the
Trust was leveraged, which means that in the past we borrowed funds at low
rates and invested those funds in high-yielding securities. This leveraging
strategy has aided returns. Over the fiscal period, short-term rates
stabilized, then started to decline toward the end of the period. Should
rates continue to decline, the cost of borrowing would also go down,
providing the Trust with a modest amount of additional income. A rise in
short-term interest rates in the future would add to the Trust's borrowing
costs, and the ability to sustain present dividend levels could be
affected.
8
Pioneer Floating Rate Trust
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Q: The monthly dividend rose three times over the 12 months, increasing to
$0.145 per share. What accounted for these increases?
A: Despite slightly reduced market spreads over the past six months, a low
default rate and an increase in LIBOR contributed to our ability to
increase the dividend. The Trust's average spread on floating-rate loans
decreased from 3.64% on November 30, 2005 to approximately 3.45% on
November 30, 2006. However, this spread decline was more than offset by the
increase in 3-month LIBOR of 95 basis points.
Q: What is your outlook?
A: We expect the leveraged loan market to perform well in 2007. We believe
defaults may move up slightly over the next 12 months but are likely to
remain below the historical average of 3.09% for the 10-year period ended
2005. We expect new issue bank loan volume to remain strong for the
foreseeable future, driven by jumbo deals. Demand from new collateralized
loan obligations should continue to provide ample liquidity in the loan
market. The Federal Reserve raised interest rates to 5.25% in June 2006 and
left them at that level during subsequent meetings. We anticipate a stable
interest-rate environment in the coming year. Overall, our view is that the
economy is healthy, but slowing, and we do not expect any material declines
in the credit quality of the portfolio.
Information regarding the Trust's principal investment risks is contained
in the Trust's original offering prospectus. Please refer to this document
when considering the Trust's risks.
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.
When interest rates rise, the prices of fixed-income securities in the
Trust will generally fall. Conversely, when interest rates fall the prices
of fixed-income securities in the Trust will generally rise. The floating
rate feature of the Trust means that the Trust will not experience capital
appreciation in a declining interest rate environment. Investments in the
Trust are subject to possible loss due to the financial failure of issuers
of underlying securities and their inability to meet their debt
obligations.
9
Pioneer Floating Rate Trust
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PORTFOLIO MANAGEMENT DISCUSSION 11/30/06 (continued)
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The Trust may invest in derivative securities, which may include futures
and options. 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 deemed to be
illiquid. Illiquid securities may be difficult to dispose of at a fair
price at the times when the Trust believes it is desirable to do so and
their market price is generally more volatile than that of more liquid
securities. Illiquid securities are also more 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.
The Trust may use leverage through the issuance of preferred shares with an
aggregate liquidation preference of up to 33 1/3% of the Trust's total
assets after such issuance. Leverage creates significant risks, including
the risk that the Trust's income or capital appreciation will not be
sufficient to cover the cost of leverage, which may adversely affect the
return for the holders of common shares.
The Trust is not diversified, which means that it can invest a higher
percentage of its assets in any one issuer than a diversified fund. Being
non-diversified may magnify the Trust's losses from adverse events
affecting a particular issuer.
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 the opinion of the Trust's sub-advisors as of
the date of this report. These statements should not be relied upon for any
other purposes. Past performance is no guarantee of future results, and
there is no guarantee that market forecasts discussed will be realized.
10
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 11/30/06
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Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
SENIOR SECURED FLOATING RATE LOAN
INTERESTS - 132.1% of Net Assets*
Aerospace - 7.7%
3,438,969 B/B2 American Airlines, Inc., Term Facility Loan,
8.21% - 8.33%, 12/17/10 $ 3,485,182
4,676,233 B+/Ba3 AWAS Capital, Inc., First Priority Term Loan,
7.188%, 3/15/13 4,582,709
126,667(a) B-/Ba3 DeCrane Aircraft Holdings, Inc., First Lien
Revolver Loan, 11.75%, 3/31/08 124,133
3,959,991 B-/Ba3 DeCrane Aircraft Holdings, Inc., First Lien Term
Loan, 9.61% - 11.75%, 3/31/08 3,999,591
5,000,000 NR/Baa3 Delta Airlines, Inc., DIP, Term Loan A,
8.118%, 3/16/08 5,044,920
4,925,000 BB-/Ba2 DynCorp International, LLC (Di Finance), New
Term Loan, 7.688% - 7.813%, 2/11/11 4,954,757
1,349,914 B+/B1 Hunter Defense Holdings, Inc., Term Loan B,
8.375% - 8.625%, 3/10/11 1,344,852
992,500 B/B2 IAP Worldwide Services, Inc., First Lien Term
Loan, 8.438%, 12/30/12 1,007,388
6,000,000 D/NR Northwest Airlines, Inc., DIP, Term Loan,
7.82%, 8/21/08 6,039,378
3,000,000 B-/B2 US Airways, Inc., Term Loan,
8.867%, 3/31/11 3,023,037
3,000,000 B-/B1 Vought Aircraft Industries, Inc., Tranche B
Letter of Credit Deposit Loan,
7.844%, 12/22/10 3,016,875
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$ 36,622,822
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Broadcasting - 5.5%
12,713,929 CCC+/B3 Millennium Digital Media Systems, LLC,
Facility Term Loan, 8.9%, 6/30/11 $ 12,745,714
744,375 B/B1 Montecito Broadcast Group, LLC, First Lien
Term Loan, 7.82%, 1/27/13 748,795
953,161 B/Ba3 NEP Supershooters, L.P., First Lien Term Loan,
9.37%, 2/3/11 964,480
1,444,322 B/Ba3 NEP Supershooters, L.P., First Lien Term
Loan B, 8.87%, 1/31/11 1,461,474
7,000,000 CCC+/B2 Paxson Communications Corp., First Lien Term
Loan, 8.624%, 1/15/12 7,126,875
EURO 500,000 BB/Ba3 TDF SA, Facility Term Loan B,
4.85%, 3/11/13 665,866
The accompanying notes are an integral part of these financial statements. 11
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 11/30/06 (continued)
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Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Broadcasting - (continued)
EURO 500,000 BB/Ba3 TDF SA, Facility Term Loan D,
6.475%, 3/11/15 $ 674,377
1,975,000 CCC+/Ba3 Young Broadcasting, Inc., Term Loan,
7.875% - 7.938%, 11/3/12 1,973,458
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$ 26,361,039
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Cable/Wireless Video - 7.2%
6,500,000 NR/Ba2 Century Cable Holdings, LLC, Discretionary
Term Loan, 10.25%, 12/31/09 $ 6,353,750
2,000,000 NR/Ba2 Century Cable Holdings, LLC, Term Loan,
10.25%, 6/30/09 1,958,400
2,000,000 B+/NR Cequel Communications, LLC, NC Facility Term
Loan, 10.36%, 10/30/07 2,003,750
2,000,000 B+/B1 Cequel Communications, LLC, Term Loan,
7.62%, 11/5/13 1,997,344
9,270,588 CCC+/B1 Charter Communications Operating, LLC,
Facility Term Loan, 8.005%, 4/28/13 9,345,912
750,000 BB-/Ba3 Insight Midwest Holdings, LLC, Delayed Draw
Term Loan B, 7.61%, 4/6/14 754,734
2,250,000 BB-/Ba3 Insight Midwest Holdings, LLC, Initial Term
Loan B, 7.61%, 4/6/14 2,264,202
6,000,000 NR/NR Olympus Cable Holdings, LLC, Term Loan A,
9.25% - 9.5%, 6/30/10 5,862,654
4,000,000 B/B1 WideOpenWest Finance, LLC, First Lien Term
Loan, 7.621% - 7.758%, 5/1/13 4,009,284
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$ 34,550,030
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Chemicals - 0.6%
83,333 B+/NR Basell BV, Facility USD Term Loan B-4,
6.906%, 8/1/13 $ 84,329
83,333 B+/NR Basell BV, Facility USD Term Loan C-4,
7.668%, 8/1/14 84,697
416,667 B+/Ba3 Basell USA, Inc., Facility Term Loan B-2,
6.906%, 8/1/13 421,745
416,667 B+/Ba3 Basell USA, Inc., Facility Term Loan C-2,
7.668%, 8/1/14 421,875
738,607 B+/B1 Lucite International U.S. Finco, LLC, Facility
Term Loan B-1, 8.07%, 7/7/13 743,925
1,000,000 B/B2 Panda Hereford Ethanol, L.P., Tranche A Term
Loan, 9.07%, 7/28/13 995,000
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$ 2,751,571
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12 The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust
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Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Consumer - Durables - 0.2%
968,880 B/B1 Rexair, LLC, First Lien Term Loan,
9.617%, 6/30/10 $ 968,880
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Consumer - Non-Durables - 3.0%
2,268,000 B-/B2 Camelbak Products, LLC, First Lien Term Loan,
9.21% - 9.38%, 8/4/11 $ 2,203,741
777,778 B-/Caa1 Camelbak Products, LLC, Second Lien Term
Loan, 13.46%, 2/4/12 635,833
3,795,461 B/B3 CEI Holdings, Inc. (Cosmetic Essence), First
Lien Term Loan, 8.875% - 10.5%, 12/3/10 3,795,461
1,000,000 B/B1 GTM Holding, Inc. (GoldToe), First Lien Term
Loan, 8.13%, 10/30/13 1,006,875
3,000,000 B+/Ba2 Hanesbrands, Inc., Term Loan B,
7.625% - 7.688%, 9/5/13 3,024,900
962,963 B/B1 Playpower, Inc., Dollar Term Loan,
8.32% - 8.37%, 12/18/09 964,167
563,587 B+/B1 Polaroid Corp., Term Loan,
12.313% - 12.375%, 4/27/11 566,405
2,000,000 B-/B1 Spectrum Brands, Dollar Term Loan,
8.37% - 8.39%, 2/6/12 2,009,642
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$ 14,207,024
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Diversified Media - 4.6%
7,575,792 B-/B1 ALM Media Holdings, Inc., First Lien Term
Loan, 7.867% , 3/5/10 $ 7,582,898
4,975,000 B/Ba3 MGM Holdings II, Inc./LOC Acquisition Co.,
Tranche B Term Loan, 8.749%, 4/8/12 4,921,474
985,000 B/B1 North American Membership Group, Inc.,
First Lien Tranche B Term Loan,
8.6% - 8.626%, 5/18/11 982,538
1,000,000 B/B1 Sunshine Acquisition, Ltd., First Lien Term
Advance Loan, 7.62%, 3/20/12 1,007,500
4,000,000 B/B1 VNU, Inc./Nielsen Finance, LLC, Dollar Term
Loan, 8.19%, 8/9/13 4,017,224
1,466,250 B/B2 Wallace Theater Corp. (Hollywood Theaters),
First Lien Term Loan, 8.62%, 7/31/09 1,479,996
2,000,000 BB-/Ba3 Yell Group Plc, Facility Term Loan B-1,
7.32%, 10/27/12 2,010,972
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$ 22,002,602
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The accompanying notes are an integral part of these financial statements. 13
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 11/30/06 (continued)
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Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Energy - 6.1%
8,937,625 B-/B3 ATP Oil & Gas Corp., First Lien Term Loan,
8.57% - 8.859%, 4/14/10 $ 9,038,173
1,190,418 B+/Ba3 Coffeyville Resources, LLC, First Lien Tranche C
Term Loan, 7.625% - 9.5%, 6/24/12 1,196,668
803,607 B+/B1 Coffeyville Resources, LLC, New Funded Letter
of Credit, 5.4%, 6/24/12 807,826
2,000,000 B+/B3 Coffeyville Resources, LLC, Second Lien Term
Loan, 12.125%, 6/24/13 2,063,750
3,000,000 NR/B1 Connacher Finance Corp., Term Loan,
8.58%, 10/20/13 3,016,875
3,000,000 NR/NR Endeavour International Holding B.V., Second
Lien Term Loan, 12.37%, 11/1/11 3,067,500
1,995,000 NR/B3 Hawkeye Renewables, LLC, First Lien Term
Loan, 9.32% - 9.543%, 6/30/12 1,935,150
2,000,000 B+/NR MEG Energy Corp., Interim Loan,
10.12%, 9/29/13 1,995,000
3,000,000 CCC+/Caa1 Paramount Resources, Ltd., Term Loan,
9.88%, 8/28/12 2,940,000
361,902 B/Ba3 SemCrude, L.P., U.S. Term Loan,
7.64%, 3/16/11 364,164
2,000,000 B/NR TARH E&P Holdings, L.P., Second Lien Term
Loan, 10.875% - 10.938%, 11/15/10 2,005,000
1,000,000 B-/Caa1 Venoco, Inc., Second Lien Term Loan,
9.875% - 10.0%, 4/28/11 1,006,250
-------------
$ 29,436,356
-------------
Financial - 0.8%
1,000,000 B/B3 ARG Holdings, Inc. (Alliant Resources
Group), Second Lien Term Loan,
12.62%, 11/30/12 $ 1,013,750
1,908,654 B-/B2 FleetCor Technologies Operating Co., LLC,
Term Loan, 9.07% - 9.123%, 6/30/11 1,917,004
995,000 B+/B1 HMSC Corp., First Lien Term Loan
8.124%, 11/16/11 1,002,462
-------------
$ 3,933,216
-------------
Food & Drug - 0.9%
4,364,804 B+/B1 Jean Coutu Group (PJC), Inc., Term Loan B,
7.938%, 7/30/11 $ 4,378,444
-------------
14 The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Food & Tobacco - 5.4%
715,166 B+/B1 AFC Enterprises, Inc., Tranche B Term Loan,
7.625%, 5/11/11 $ 717,401
3,399,091 B+/Ba3 Carrols Corp., Term Loan B,
7.875%, 12/31/10 3,412,687
997,475 B/B1 Chiquita Brands, LLC, Term Loan C,
8.375%, 6/28/12 1,004,177
1,867,833 B+/B1 Commonwealth Brands, Inc., Term Loan,
7.688%, 12/22/12 1,882,542
186,047 B+/Ba2 Dole Food Co., Inc., Credit Linked Deposit
Loan, 5.244%, 4/12/13 184,444
416,512 B+/Ba3 Dole Food Co., Inc., Tranche B Term Loan,
7.4375%, 4/12/13 412,925
1,388,372 B+/Ba3 Dole Food Co., Inc., Tranche C Term Loan,
7.4375%, 4/12/13 1,376,417
600,000 NR/B3 Krispy Kreme Doughnut Corp., Second Lien
Tranche A Credit-Linked Deposit Loan,
5.39%, 4/1/10 624,000
2,333,140 NR/Caa1 Krispy Kreme Doughnut Corp., Second Lien
Tranche B Term Loan, 12.626%, 4/1/10 2,426,466
5,190,360 CCC/B2 Merisant Co., Tranche B Term Loan,
8.626%, 1/11/10 5,193,603
1,760,000 BB-/B3 National Distributing Co., Inc., Second Lien
Term Loan, 11.82%, 6/1/10 1,764,400
1,000,000 B+/NR Nellson Nutraceutical, Inc., First Lien Term
Loan, 3.0%, 10/4/09 975,000
987,813 B-/Ba2 New World Restaurant Group, Inc., First Lien
Term Loan, 8.33% - 10.25%, 3/31/11 990,282
4,987,500 B/B1 Sturm Foods, Inc., First Lien Term Loan,
7.625%, 5/26/11 4,984,383
-------------
$ 25,948,727
-------------
Forest Products/Containers - 2.3%
3,000,000 BB-/Ba3 Georgia-Pacific Corp., Second Lien Term Loan,
8.39%, 12/23/13 $ 3,012,597
7,935,025 BB-/Ba2 Georgia-Pacific Corp., Term Loan B,
7.367% - 7.39%, 12/20/12 7,961,203
-------------
$ 10,973,800
-------------
The accompanying notes are an integral part of these financial statements. 15
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 11/30/06 (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Gaming & Leisure - 6.8%
1,085,000(a) B/NR BRE/ESA Mezz5, LLC, Mezzanine D Term
Loan, 8.57%, 7/11/08 $ 1,087,712
5,915,000(a) B/NR BRE/Homestead Mezz4, LLC, Mezzanine D
Term Loan, 8.57%, 7/11/08 5,915,000
5,000,000 B/Caa1 Edge Las Vegas Development, LLC, Second
Lien Term Loan, 14.32%, 6/1/07 4,850,000
600,000 B-/NR Fontainebleu Florida Hotel, LLC, Tranche A
Term Loan, 8.11%, 5/11/08 600,000
400,000 B-/NR Fontainebleu Florida Hotel, LLC, Tranche B
Term Loan, 8.11%, 5/11/08 400,000
1,485,000 B-/B1 Kuilima Resort Co. (Turtle Bay), First Lien
Term Loan, 8.07%, 9/30/10 1,464,581
4,498,823 CCC/B3 Lake at Las Vegas Joint Venture, First Lien
Term Loan, 8.11% - 8.12%, 2/1/10 4,347,793
1,500,000 CCC+/NR Lakes Gaming & Resorts, LLC, Term Loan,
11.687%, 6/21/10 1,507,500
6,851,580(b) CCC+/B2 OpBiz, LLC, New Term Loan A,
8.372%, 8/31/10 6,888,695
18,804(b) CCC+/B2 OpBiz, LLC, New Term Loan B,
9.508%, 8/31/10 18,906
1,987,481 B/B1 Pivotal Promontory, LLC, First Lien Term Loan,
8.07% - 8.074%, 8/31/10 1,942,266
1,484,981 B/Ba3 Trump Entertainment Resorts Holdings, L.P.,
Term Loan B-1, 8.03%, 5/20/12 1,495,887
1,884,800 B+/B1 Yellowstone Mountain Club, LLC, First Lien
Term Loan, 7.695%, 9/30/10 1,849,852
-------------
$ 32,368,192
-------------
Healthcare - 14.7%
5,178,462 B+/Ba3 Alliance Imaging, Inc., Tranche C-1 Term Loan,
7.875% - 8.0%, 12/29/11 $ 5,201,765
1,941,190 B+/B2 AMR HoldCo, Inc. EmCare HoldCo, Inc., Term
Loan, 7.376% - 7.386%, 2/10/12 1,944,830
992,500 B/B3 Capella Healthcare, Inc., First Lien Term Loan,
8.367%, 11/30/12 998,393
2,967,563 B/B3 CCS Medical, Inc. (Chronic Care), First Lien
Term Loan, 8.62%, 9/30/12 2,880,127
5,000,000 B/Caa1 FHC Health Systems, Inc., Third Lien Term
Loan, 14.4%, 2/9/11 5,150,000
16 The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Healthcare - (continued)
2,985,000 B/Ba3 Golden Gate National Senior Care, LLC,
First Lien Term Loan,
8.117% - 8.124%, 3/14/11 $3,006,456
2,000,000 B/B3 Golden Gate National Senior Care, LLC,
Second Lien Term Loan,
13.124%, 9/14/11 2,035,000
21,000,000 B+/Ba3 HCA, Inc., Tranche B Term Loan,
2.75%, 11/17/13 21,156,303
2,992,500 B/B2 HealthSouth Corp., Term Loan B,
8.62%, 3/10/13 3,007,047
571,827 B+/Ba3 Matria Healthcare, Inc., First Lien Tranche B
Term Loan, 7.649%, 1/19/12 572,184
902,599 B/B1 MMM Holding, Inc./NAMM Holdings,
Inc./PHMC, MMM Original Term Loan,
7.62%, 8/22/11 901,471
117,859 B/B1 MMM Holding, Inc./NAMM Holdings,
Inc./PHMC, NAMM New Term Loan,
7.62%, 8/22/11 117,712
212,376 B/B1 MMM Holding, Inc./NAMM Holdings,
Inc./PHMC, NAMM Original Term Loan,
7.62%, 8/22/11 212,509
20,547 B/B1 MMM Holding, Inc./NAMM Holdings,
Inc./PHMC, NAMM PHMC Acquisition Term
Loan, 7.62%, 8/22/11 20,522
739,701 B/B1 MMM Holding, Inc./NAMM Holdings,
Inc./PHMC, PHMC Acquisition Term Loan,
7.62%, 8/22/11 740,163
1,995,000 B/NR National Renal Institutes, Inc. (DSI Renal),
Term Loan, 7.625% - 7.688%, 3/31/13 1,996,247
1,894,091 B/Ba3 QTC Acquisition, Inc., First Lien Term Loan,
8.07%, 11/10/12 1,898,826
3,980,000 BB-/B1 Quintiles Transnational Corp., First Lien Term
Loan B, 7.37% - 7.5%, 3/31/13 3,980,000
2,358,706 NR/NR Reliant Pharmaceuticals, Inc., First Lien Term
Loan, 14.867% - 14.873%, 6/30/08 2,382,293
1,980,614 B/NR Renal Advantage, Inc., Tranche B Term Loan,
7.625%, 10/6/12 1,995,468
429,954 B/Ba2 Rural/Metro Operating Co., LLC, Letter of
Credit Term Loan, 5.17%, 3/4/11 431,835
The accompanying notes are an integral part of these financial statements. 17
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 11/30/06 (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Healthcare - (continued)
1,478,328 B/Ba2 Rural/Metro Operating Co., LLC, Term Loan 1,
7.609% - 7.62%, 3/4/11 $ 1,484,796
1,975,000 B/Ba3 Skilled Healthcare Group, Inc., First Lien Term
Loan, 8.07%, 6/15/12 1,984,875
3,000,000 B/B2 Triumph HealthCare Second Holdings, LLC,
First Lien Term Loan, 8.48%, 7/28/13 3,009,999
65,915 B+/B1 Warner Chilcott Co., Inc., Dovobet Delayed
Draw Term Loan, 7.867%, 1/18/12 66,187
329,574 B+/B2 Warner Chilcott Co., Inc., Dovonex Delayed
Draw Term Loan, 7.867%, 1/18/12 330,934
2,147,794 B+/B1 Warner Chilcott Co., Inc., Tranche B
Acquisition Date Term Loan,
7.86% - 7.87%, 1/18/12 2,160,066
595,080 B+/B1 Warner Chilcott Corp., Tranche C Acquisition
Date Term Loan, 7.867%, 1/18/12 598,481
-------------
$ 70,264,489
-------------
Housing - 6.4%
3,017,143 B-/B3 Associated Materials, Inc., Term Loan,
7.82% - 8.13%, 8/29/10 $ 3,017,143
5,774,294 B/B1 Atrium Companies, Inc., Closing Date Term
Facility Loan, 8.125% - 8.13%, 5/31/12 5,702,115
2,500,000 BB+/Ba3 BioMed Realty, L.P., Senior Secured Term
Loan, 7.57%, 5/31/10 2,493,750
2,828,416 B/B1 Custom Building Products, Inc., First
Lien Term Loan, 7.617%, 10/20/11 2,830,772
1,328,000 B+/B1 Desa, LLC, Term Loan,
11.12% - 13.0%, 11/26/11 1,241,680
1,000,000 B/B2 Edge Star Partners, LLC (Harmon Koval), First
Lien Term Loan, 8.625%, 5/21/07 1,000,000
3,500,000 B/B3 Edge Star Partners, LLC (Harmon
Koval), Second Lien Term Loan,
14.875%, 5/21/07 3,500,000
5,000,000 B+/B2 LNR Property Corp., Initial Tranche B Term
Loan, 8.11%, 7/12/11 5,022,395
2,000,000 BB/Ba3 Trustreet Properties, Inc., Term Loan,
7.32%, 4/8/10 2,005,000
4,000,000 BB-/Ba3 Woodlands Commercial Properties Co., L.P.,
Bridge Loan, 8.1%, 2/28/08 4,005,000
-------------
$ 30,817,855
-------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Information Technology - 11.3%
6,221,010 B+/Ba3 Advanced Micro Devices, Inc., Term Loan,
7.62%, 12/31/13 $ 6,252,115
2,985,000 B+/B1 Data Transmission Network Corp.,
First Lien Tranche B Term Loan,
8.39% - 8.629%, 3/10/13 2,999,925
4,000,000 B/Ba3 GXS Worldwide, Inc., First Lien Term Loan,
10.38%, 7/29/11 4,022,500
2,000,000 B/B3 GXS Worldwide, Inc., Second Lien Term Loan,
14.63%, 12/20/11 2,010,000
2,057,143 B-/NR Infor Enterprise Solutions Holdings, Inc.,
Delayed Draw Term Loan, 9.15%, 7/28/12 2,081,999
3,942,857 B-/B2 Infor Enterprise Solutions Holdings, Inc., Initial
U.S. Term Facility, 9.12%, 7/28/12 3,990,499
908,333(a) B/B2 Inovis International, Inc., Term Loan,
8.872% - 9.25%, 11/15/09 908,333
1,500,000 B+/B1 IPC Systems, Inc., First Lien Tranche B-1
Term Loan, 7.867%, 9/30/13 1,511,875
4,000,000 NR/NR NameMedia, Inc., Term Loan,
11.37%, 9/7/08 4,020,000
1,990,000 B/B1 Nuance Communications, Inc., Term Loan,
7.32%, 3/31/13 1,984,715
1,889,655 B+/Ba3 Open Solutions, Inc., First Lien Term Loan,
7.9%, 9/3/11 1,892,017
1,000,000 B/B2 Quantum Corp., First Lien Term Loan,
10.4%, 8/22/12 1,001,250
3,942,217 B+/B2 Semiconductor Components Industries, Term
Loan H, 7.62%, 12/15/11 3,954,536
2,812,500 B/B1 Serena Software, Inc., Term Loan,
7.618%, 3/11/13 2,815,664
4,000,000 B/Ba3 Spansion LLC, Term Loan B,
8.375%, 11/1/12 4,010,832
6,912,500 B+/Ba3 SunGard Data Systems, Inc. (Solar Capital
Corp.), U.S. Term Loan, 7.875%, 2/11/13 6,971,906
3,940,000 B/B1 Telcordia Technologies, Inc., Term Loan,
8.11% - 8.12%, 9/15/12 3,849,502
-------------
$ 54,277,668
-------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 11/30/06 (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Manufacturing - 1.9%
987,505 B/Ba3 Brand Services, Inc., Term Loan B,
7.6% - 7.617%, 1/15/12 $ 989,357
1,000,000 B/B1 FCI USA, Inc., Facility Term Loan B-1,
7.73%, 3/10/14 1,015,714
1,000,000 B/B1 FCI USA, Inc., Facility Term Loan C-1,
8.23%, 3/10/15 1,011,071
4,000,000 B/B1 Generac Acquisition Corp., First Lien Term
Loan, 7.82%, 11/11/13 4,017,500
2,000,000(a) B/B2 Wire Rope Corporation of America, Inc.,
Secured Term Loan,
13.07% - 13.3%, 6/17/11 2,050,000
-----------
$ 9,083,642
-----------
Metals & Minerals - 1.7%
4,423,712 B/B3 Murray Energy Corp., Tranche B Term Loan,
8.37%, 1/28/10 $ 4,467,949
3,439,013 B/B1 Tube City, LLC, First Lien Tranche C Term
Loan, 8.12%, 12/31/10 3,441,162
-----------
$ 7,909,111
-----------
Retail - 13.1%
13,341,175 B-/B1 Blockbuster, Inc., Tranche B Term Loan,
8.09% - 9.07%, 8/20/11 $13,388,709
4,919,900 B/B2 Burlington Coat Factory Warehouse Corp.,
Term Loan, 7.62%, 5/28/13 4,858,740
2,863,006 B+/Ba2 Dollarama Group, L.P., Replacement Term
Loan B, 7.376%, 11/18/11 2,875,532
994,580 B/B2 Eddie Bauer, Inc., Term Loan,
9.57%, 6/21/11 994,580
15,797,408 CCC/Caa2 Home Interiors & Gifts, Inc., Initial
Term Loan, 10.32% - 12.25%, 3/31/11 11,334,640
893,696 B+/B2 MAPCO Express, Inc./MAPCO Family
Centers, Inc., Term Loan, 8.07%, 4/28/11 899,282
940,090(b) CCC+/B3 Movie Gallery, Inc., Term Loan A,
10.37%, 4/27/11 907,628
19,276,296(b) CCC+/B3 Movie Gallery, Inc., Term Loan B,
10.62%, 4/27/11 18,572,846
3,645,570 B+/Ba3 Neiman Marcus Group, Inc., Term Loan,
7.89%, 4/6/13 3,674,479
1,000,000 B/B2 Sally Holdings, LLC, Term Loan B,
2.5%, 11/18/13 1,005,269
20 The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Retail - (continued)
4,000,000 B-/Ba3 Toys R Us - Delaware, Inc., Tranche B Term
Loan, 9.625%, 7/19/12 $ 4,099,252
-------------
$ 62,610,957
-------------
Service - 3.1%
2,546,809 B/Ba3 Alliance Laundry Systems, LLC, Term Loan,
7.57%, 1/27/12 $ 2,560,340
1,995,000 B/B2 Education Management Corp., Tranche B
Term Loan, 7.875%, 6/1/13 2,009,214
2,815,721 BB-/Ba3 Headwaters, Inc., First Lien Term Loan,
7.38%, 4/30/11 2,808,682
1,975,000 B-/B1 Koosharem Corp. (Select Personnel), First Lien
Term Loan, 11.75%, 6/30/12 1,970,062
3,000,000 B-/Ba2 La Petite Academy, Inc., Closing Date First
Lien Term Loan, 8.32%, 8/16/12 3,020,625
1,618,704 B-/B2 Outsourcing Solutions, Inc., Term Loan,
9.82%, 9/30/10 1,610,610
935,000 B+/B2 Vanguard Car Rental USA Holding, Inc., Term
Loan, 8.313% - 8.367%, 6/14/13 941,915
-------------
$ 14,921,448
-------------
Telecommunications - 8.7%
EURO 1,504,304 B/NR Amsterdamse Beheer-EN
Consultingmaatschappij B.V. (Casema),
Casema, Term Loan B-1, 2.5%, 9/12/14 $ 2,013,029
EURO 390,705 B/NR Amsterdamse Beheer-EN
Consultingmaatschappij B.V. (Casema),
Casema, Term Loan B-2, 2.5%, 9/12/14 522,834
EURO 1,142,857 B/NR Amsterdamse Beheer-EN
Consultingmaatschappij B.V. (Casema),
Casema, Term Loan C, 3.0%, 9/12/15 1,537,094
EURO 857,143 B/NR Amsterdamse Beheer-EN
Consultingmaatschappij B.V. (Casema)
Kabelcom, Term Loan B, 2.5%, 9/12/14 1,140,506
EURO 857,143 B/NR Amsterdamse Beheer-EN
Consultingmaatschappij B.V. (Casema)
Kabelcom, Term Loan C, 3.0%, 9/12/15 1,146,187
1,990,000 B/B2 Cavtel Holdings, LLC (Cavalier Telephone
Corp.), Term Loan, 9.87%, 3/24/12 2,002,437
3,000,000 BB-/Ba2 Intelsat Corp., Tranche B-2 Term Loan,
7.872%, 1/3/14 3,024,375
The accompanying notes are an integral part of these financial statements. 21
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 11/30/06 (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Telecommunications - (continued)
994,660 B/Ba3 Knology, Inc., New Term Loan,
7.867% - 7.985%, 6/29/10 $ 1,000,255
3,070,724 B/Caa1 Knology, Inc., Second Lien Term Loan,
15.376%, 6/29/11 3,600,423
2,000,000 CCC+/B1 Level 3 Financing, Inc., Term Loan,
8.398%, 12/1/11 2,024,376
EURO 2,500,000 BB-/NR Nordic Telephone Company Holdings
APS (TDC), Euro Facility Term Loan B-2,
5.939%, 4/10/14 3,347,694
EURO 2,500,000 BB-/NR Nordic Telephone Company Holdings
APS (TDC), Euro Facility Term Loan C-2,
6.439%, 4/10/15 3,361,778
1,000,000 B/Caa1 PaeTec Communications, Inc., Second Lien
Term Loan, 12.875%, 6/12/13 1,018,750
2,000,000 B+/Caa1 Pine Tree Holdings, Inc., (Country Road
Communications), Second Lien Tranche B
Term Loan, 13.3%, 7/15/13 2,030,000
1,995,000 B/Ba3 Sorenson Communications, Inc., Tranche B
Term Loan, 8.39%, 8/16/13 2,010,794
1,500,000 B+/Ba2 Stratos Global Corp./Stratos
Funding, L.P., Facility Term Loan B,
8.07% - 8.117%, 2/13/12 1,502,501
2,381,313 NR/NR WestCom Corp., Tranche B Term Loan,
8.279% - 8.293%, 12/17/10 2,384,290
EURO 3,000,000 B+/B1 Wind Telecomunicazione S.p.A., Facility Term
Loan A-1, 5.505% - 5.631%, 5/26/12 3,980,150
EURO 1,500,000 B+/B1 Wind Telecomunicazione S.p.A., Facility Term
Loan B-1, 6.134%, 5/26/13 1,998,173
EURO 1,500,000 B+/B1 Wind Telecomunicazione S.p.A., Facility Term
Loan C-1, 5.634%, 5/26/14 2,006,976
-------------
$ 41,652,622
-------------
Transportation - 7.6%
4,373,004 B/B1 Affinia Group, Inc., Tranche B Term Loan,
8.376%, 11/30/11 $ 4,396,238
2,640,760(b) B-/Caa1 Carey International, Inc., Second Lien Term
Loan, 13.736% - 13.87%, 5/10/12 2,561,537
5,000,000 NR/B3 Dana Corp., DIP Term Loan, 7.65%, 4/13/08 5,009,375
5,735,625 NR/NR Delphi Corp., Term Loan, 13.75%, 6/14/11 5,948,560
22 The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust
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Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Transportation - (continued)
3,000,000 NR/NR Federal-Mogul Corp., DIP Term Loan,
7.375%, 7/1/07 $ 3,008,625
EURO 2,970,000 NR/Ba1 Goodyear Dunlop Tires Europe B.V., GDTG
Commitment, 5.199%, 4/30/10 3,956,588
847,826 B/B2 Insurance Auto Auctions, Inc., Delayed Draw
Term Loan, 7.87% - 8.12%, 5/19/12 851,535
2,479,909 B+/B2 Key Plastics, LLC/Key Safety Systems, Inc.,
Term Loan C, 11.57% - 11.62%, 6/29/11 2,507,808
2,000,000 B+/B2 Lear Corp., First Lien Term Loan B,
7.867% - 7.904%, 4/25/12 1,995,626
875,000 B-/B2 Quality Distribution, Inc., PF Letter of Credit
Loan, 5.399%, 11/13/09 879,375
1,916,794 B-/B2 Quality Distribution, Inc., Term Loan,
8.32%, 11/13/09 1,926,378
799,671 NR/B2 SIRVA Worldwide, Inc., Tranche B Term Loan,
11.12% - 11.57%, 12/1/10 738,696
2,412,570 B+/B1 Transport Industries, L.P., Term Loan B,
7.875%, 9/30/11 2,423,125
-------------
$ 36,203,466
-------------
Utility - 8.3%
4,500,000 B/NR ANP Funding I, LLC, Tranche A Term Loan,
8.87%, 7/29/10 $ 4,532,364
5,700,000(c) D/NR Calpine Corp., Second Lien Term Loan,
10.35%, 7/16/07 6,340,230
4,987,500 NR/B1 Coleto Creek Power, L.P., Second Lien Term
Loan, 9.367%, 6/28/13 4,638,375
1,754,777 NR/B1 Coleto Creek Power, L.P., Synthetic Facility
Term Loan, 8.117% - 8.26%, 6/28/13 1,748,197
3,735,860 NR/B1 Coleto Creek Power, L.P., Term Loan,
8.117%, 6/28/13 3,721,850
1,560,976 B+/B1 Covanta Energy Corp., New Funded Letter of
Credit Loan, 5.371%, 5/28/12 1,573,334
1,115,801 B+/B1 Covanta Energy Corp., Tranche C Term Loan,
7.57% - 7.621%, 6/24/12 1,124,635
2,000,000 NR/NR GBGH, LLC (U.S. Energy), First Lien Term
Loan, 10.859%, 8/7/13 2,005,000
2,955,000 NR/B2 KGEN, LLC, Tranche A Term Loan,
7.992%, 8/5/11 2,966,081
The accompanying notes are an integral part of these financial statements. 23
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 11/30/06 (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Utility - (continued)
2,336,662 NR/B1 NSG Holdings II, LLC, Initial Term Loan,
8.367%, 12/13/11 $ 2,367,331
1,355,919 NR/B1 Plum Point Energy Associates, LLC, First Lien
Term Loan, 8.617%, 3/14/14 1,372,020
388,571 NR/B1 Plum Point Energy Associates, LLC,
Funded Letter of Credit Term Loan,
7.167%, 3/14/14 393,186
1,142,857 B/NR Reliant Energy, Inc., New Term Loan,
2.375%, 12/1/10 1,142,857
857,143 B/NR Reliant Energy, Inc., Pre-Funded LC,
2.375%, 12/1/10 857,143
1,977,860 B/B2 Reliant Energy, Inc., Term Loan,
7.695%, 4/30/10 1,979,440
641,509(b) NR/NR Teco Panda-Gila River Power, L.P., Tranche A
Term Loan, 4.0%, 6/1/12 936,604
618,868(b) NR/NR Teco Panda-Gila River Power, L.P., Tranche B
Term Loan, 9.0%, 6/1/20 903,547
377,358(b) NR/NR Teco Panda-Union Power Partners, L.P.,
Tranche A Term Loan, 4.0%, 6/1/12 550,943
362,264(b) NR/NR Teco Panda-Union Power Partners, L.P.,
Tranche B Term Loan, 9.0%, 6/1/20 528,906
-------------
$ 39,682,043
-------------
Wireless Communication - 4.2%
1,847,187 B-/Ba2 Centennial Cellular Operating Co., Term Loan,
7.318% - 7.749%, 2/9/11 $ 1,862,966
9,975,000 B-/B1 Cricket Communications, Inc., Facility Term
Loan B, 8.117%, 6/16/13 10,068,516
8,000,000 B-/B1 Metro PCS Wireless, Inc., Tranche B Term
Loan, 7.875%, 11/3/13 8,003,000
-------------
$ 19,934,482
-------------
TOTAL SENIOR SECURED FLOATING RATE
LOAN INTERESTS
(Cost $629,215,315) $ 631,860,486
-------------
24 The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
SENIOR SECURED FIXED RATE LOAN
INTERESTS - 1.7% of Net Assets
Telecommunications - 0.4%
2,000,000 BB-/Ba1 Qwest Corp., Tranche B Term Loan,
6.95%, 6/30/10 $ 2,043,958
------------
Utility - 1.3%
GBP 926,286 BB+/NR Eggborough Power, Ltd., Term Loan,
7.0%, 3/31/22 $ 6,058,265
------------
TOTAL SENIOR SECURED FIXED RATE LOAN
INTERESTS
(Cost $6,085,767) $ 8,102,223
------------
CONVERTIBLE BONDS & NOTES - 1.2% of Net Assets
Cable - 1.2%
4,000,000 CCC+/Caa3 Charter Communications, Inc.,
5.875%, 11/16/09 $ 5,575,000
------------
TOTAL CONVERTIBLE BONDS & NOTES
(Cost $3,325,458) $ 5,575,000
------------
CORPORATE NOTES - 8.2% of Net Assets
Chemicals - 0.6%
3,000,000(c) NR/NR Solutia, Inc., 7.375%, 10/15/27 $ 2,655,000
------------
Consumer Non-Durables - 0.9%
4,000,000(d) B-/B3 Levi Strauss & Co., 10.122%, 4/1/12 $ 4,120,000
------------
Energy - 0.4%
2,000,000(d) B-/B2 Secunda International, Ltd.,
13.374%, 9/1/12 $ 2,070,000
------------
Gaming & Leisure - 0.6%
3,000,000 B/Caa1 Trump Entertainment Resorts, Inc.,
8.5%, 6/1/15 $ 2,977,500
------------
Healthcare - 1.1%
2,000,000(b) B+/B2 HCA, Inc., 10.375%, 11/15/16 $ 2,095,000
2,000,000 B-/NR Pharma V (Duloxetine), 13.0%,
10/15/13 (144A) 2,010,000
1,034,491(b)(d) NR/NR Pharma VI (Rotavax), 3.449%, 10/15/14 1,034,491
------------
$ 5,139,491
------------
Housing - 0.4%
2,000,000(d) B+/B3 Builders FirstSource, Inc., 9.624%, 2/15/12 $ 1,960,000
------------
The accompanying notes are an integral part of these financial statements. 25
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 11/30/06 (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Information Technology - 1.8%
2,500,000 BB+/B1 Freescale Semiconductor, Inc.,
8.875%, 12/15/14 (144A) $ 2,506,250
1,000,000(d) BB+/B1 Freescale Semiconductor, Inc.,
9.244%, 12/15/14 (144A) 996,250
5,000,000(d) BB+/Ba2 NXP BV, 8.118%, 10/15/13 (144A) 5,075,000
-------------
$ 8,577,500
-------------
Service - 0.2%
1,000,000 BB-/B3 United Rentals North America,
7.0%, 2/15/14 $ 970,000
-------------
Transportation - 1.0%
5,000,000(d) B/Caa1 American Tire Distributors, Inc.,
11.622%, 4/1/12 $ 4,700,000
-------------
Wireless Communication - 1.2%
5,000,000 CCC/Caa2 Clearwire Corp., 11.0%, 8/15/10 $ 6,000,000
-------------
TOTAL CORPORATE NOTES
(Cost $37,924,117) $ 39,169,491
-------------
Shares
COMMON STOCK - 1.4% of Net Assets
Utility - 1.4%
223,206(e) Mirant Corp. $ 6,789,927
-------------
TOTAL COMMON STOCK
(Cost $5,670,713) $ 6,789,927
-------------
WARRANTS - 0.0% of Net Assets
Gaming & Leisure - 0.0%
13,873(e) OpBiz, LLC, Term A, Exp. 8/31/10 $ -
32(e) OpBiz, LLC, Term B, Exp. 8/31/10 -
-------------
$ -
-------------
TOTAL WARRANTS
(Cost $0) $ -
-------------
26 The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
TEMPORARY CASH INVESTMENT - 2.5% of Net Assets
Repurchase Agreement - 2.5%
12,000,000 UBS Warburg, Inc., 5.27%, dated 11/30/06,
repurchase price of $12,000,000 plus
accrued interest on 12/1/06 collateralized
by $12,396,000 U.S. Treasury Bills
5.024%, 3/1/07 $ 12,000,000
-------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $12,000,000) $ 12,000,000
-------------
TOTAL INVESTMENTS IN SECURITIES - 147.1%
(Cost $694,221,370)(f) $ 703,497,127
-------------
OTHER ASSETS AND LIABILITIES - 2.0% $ 9,379,619
-------------
PREFERRED SHARES AT REDEMPTION
VALUE, INCLUDING DIVIDENDS
PAYABLE - (49.1)% $(234,621,987)
-------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS - 100.0% $ 478,254,759
=============
The accompanying notes are an integral part of these financial statements. 27
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 11/30/06 (continued)
--------------------------------------------------------------------------------
NR Security not rated by S&P or Moody's.
* 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 (London InterBank Offered Rate), (ii) the prime rate
offered by one or more major United States banks, (iii) the
certificate of deposit or (iv) other base lending rates used
by commercial lenders. The rate shown is the coupon rate at period end.
(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, 2006 the value of these securities amounted to
$10,587,500 or 2.2% of net assets applicable to common shareowners.
(a) Indicates a security that has been deemed illiquid. The aggregate cost of
illiquid securities is $10,035,000. The aggregate value $10,085,178
represents 2.1% of the net assets.
(b) Payment-in-Kind (PIK) security which may pay interest in additional
principal amount.
(c) Security is in default and is non-income producing.
(d) Floating Rate Note. The rate shown is the coupon rate at
November 30, 2006.
(e) Non-income producing security.
(f) At November 30, 2006, the net unrealized gain on investments
based on cost for federal income tax purposes of $694,358,847 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $14,740,424
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (5,602,144)
-----------
Net unrealized gain $9,138,280
============
For financial reporting purposes net unrealized gain on investments was
$9,275,757 and cost of investments aggregated $694,221,370.
Purchases and sales of securities (excluding temporary cash investments) for the
year ended November 30, 2006, aggregated $528,385,097 and $521,472,860,
respectively.
Glossary of Terms:
DIP - Debtor-In-Possession
LC - Letter of Credit
Principal amounts are denominated in U.S. dollars unless otherwise noted.
EURO Euro
GBP British Pound
28 The accompanying notes are an integral part of these financial
statements.
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 11/30/06
--------------------------------------------------------------------------------
ASSETS:
Investments in securities, at value (cost $694,221,370) $703,497,127
Cash 11,411,563
Foreign currencies, at value (cost $14,606,169) 14,728,985
Receivables -
Investment securities sold 30,706,307
Paydown 197,159
Interest and foreign tax reclaim 6,833,850
Commitment fees 13,596
Prepaid expenses 28,455
------------
Total assets $767,417,042
------------
LIABILITIES:
Payables -
Investment securities purchased $ 53,929,523
Unfunded loan commitment 58,727
Due to affiliate 452,133
Accrued expenses 99,913
------------
Total liabilities $ 54,540,296
------------
PREFERRED SHARES AT REDEMPTION VALUE:
$25,000 liquidation value per share applicable to 9,380
shares, including dividends payable of $121,987 $234,621,987
------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $460,985,090
Undistributed net investment income 5,907,203
Accumulated net realized gain on investments and foreign
currency transactions 2,115,242
Net unrealized gain on investments 9,302,526
Net unrealized loss on foreign currency assets and liabilities
denominated in foreign currencies (55,302)
------------
Net assets applicable to common shareowners $478,254,759
============
NET ASSET VALUE PER SHARE:
No par value, (unlimited number of shares authorized)
Based on $478,254,759/24,330,240 common shares $ 19.66
============
The accompanying notes are an integral part of these financial statements. 29
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
For the Year Ended 11/30/06
INVESTMENT INCOME:
Interest (net of foreign taxes of $34,380) $58,492,000
Facility and other fees 1,415,693
-----------
Total investment income $ 59,907,693
------------
EXPENSES:
Management fees $4,931,128
Administrative fees and reimbursement 535,562
Transfer agent fees and expenses 50,441
Auction agent fees 619,046
Custodian fees 71,470
Registration fees 23,750
Professional fees 77,569
Printing expenses 30,151
Trustees' fees 16,973
Insurance fees 21,960
Pricing fees 76,209
Miscellaneous 15,117
-----------
Total expenses excluding excise tax $ 6,469,376
------------
Excise tax $ 99,422
------------
Total expenses $ 6,568,798
------------
Less reimbursement by PIM for excise tax $ (99,422)
Less fees paid indirectly (145)
------------
Net expenses $ 6,469,231
------------
Net investment income $ 53,438,462
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) from:
Investments $2,723,532
Foreign currency contracts and other assets and liabilities
denominated in foreign currencies (11,563) $ 2,711,969
----------- ------------
Change in net unrealized gain (loss) on:
Investments $9,791,583
Unfunded corporate loans (52,226)
Foreign currency contracts and other assets liabilities
denominated in foreign currencies 8,220 $ 9,747,577
----------- ------------
Net gain on investments and foreign currency
transactions $ 12,459,546
------------
DIVIDENDS TO PREFERRED SHAREOWNERS FROM NET
INVESTMENT INCOME: $(11,248,699)
------------
Net increase in net assets applicable to common
shareowners resulting from operations $ 54,649,309
=============
30 The accompanying notes are an integral part of these financial
statements.
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
For the Year Ended 11/30/06 and the Period from 12/28/04
(Commencement of Operations) to 11/30/05
Year 12/28/04
Ended to
11/30/06 11/30/05
FROM OPERATIONS:
Net investment income $ 53,438,462 $ 32,124,250
Net realized gain (loss) on investments and
foreign currency transactions 2,711,969 (385,297)
Change in net unrealized gain (loss) on
investments and foreign currency transactions 9,747,577 (500,353)
Dividends to preferred shareowners from net
investment income (11,248,699) (5,523,772)
------------- -------------
Net increase in net assets applicable to
common shareowners $ 54,649,309 $ 25,714,828
------------- -------------
DISTRIBUTIONS TO COMMON SHAREOWNERS:
Net investment income
($1.625 and $0.92 per share, respectively) $ (39,536,640) $ (22,378,955)
Net realized gains
($0.05 and $0.00 per share, respectively) (1,178,873) -
------------- -------------
Total dividends to common shareowners $ (40,715,513) $ (22,378,955)
------------- -------------
FROM TRUST SHARE TRANSACTIONS:
Net proceeds from the issuance of
common shares $ - $ 430,705,000
Net proceeds from underwriters' over-allotment
option exercised - 33,902,500
Common share offering expenses charged to
paid-in capital - (973,000)
Preferred share offering expenses charged to
paid-in capital (2,587) (2,746,907)
------------- -------------
Net increase (decrease) in net assets applicable
to common shareowners resulting from Trust
share transactions $ (2,587) $ 460,887,593
------------- -------------
Net increase in net assets applicable to
common shareowners $ 13,931,209 $ 464,223,466
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS:
Beginning of period 464,323,550 100,084
------------- -------------
End of period $ 478,254,759 $ 464,323,550
============= =============
Undistributed net investment income $ 5,907,203 $ 2,701,834
============= =============
The accompanying notes are an integral part of these financial statements. 31
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 11/30/06
--------------------------------------------------------------------------------
Year 12/28/04 (b)
Ended to
11/30/06 11/30/05
Per Common Share Operating Performance
Net asset value, beginning of period $ 19.08 $ 19.10(c)
--------- --------
Increase (decrease) from investment operations:(a)
Net investment income $ 2.20 $ 1.33
Net realized and unrealized gain (loss) on investments and foreign
currency transactions 0.52 (0.05)
Distributions to preferred shareowners from:
Net investment income (0.46) (0.23)
--------- --------
Net increase from investment operations $ 2.26 $ 1.05
Distributions to common shareowners from:
Net investment income (1.63) (0.92)
Net unrealized gain (0.05) -
Capital charge with respect to issuance of:
Common shares 0.00 (0.04)
Preferred shares 0.00(d) (0.11)
--------- --------
Net increase (decrease) in net asset value $ 0.58 $ (0.02)
--------- --------
Net asset value, end of period(e) $ 19.66 $ 19.08
--------- --------
Market value, end of period(e) $ 18.95 $ 17.14
========= ========
Total return(f) 20.94% (9.76)%
Ratios to average net assets of common shareowners
Net expenses(g) 1.38% 1.23%(h)
Net investment income before preferred share dividends 11.37% 7.52%(h)
Preferred share dividends 2.39% 1.29%(h)
Net investment income available to common shareowners 8.98% 6.23%(h)
Portfolio turnover 75% 61%
Net assets of common shareowners, end of period (in thousands) $478,255 $464,324
Preferred shares outstanding (in thousands) $234,500 $234,500
Asset coverage per preferred share, end of period $76,000 $74,520
Average market value per preferred share $25,000 $25,000
Liquidation value, including dividends payable, per preferred share $25,013 $25,018
Ratios to average net assets of common shareowners before reimbursement
of organization expenses, excise tax and expense reductions
Net expenses(g) 1.40% 1.24%(h)
Net investment income before preferred share dividends 11.35% 7.51%(h)
Preferred share dividends 2.39% 1.29%(h)
Net investment income available to common shareowners 8.96% 6.22%(h)
(a) The per share data presented above is based upon the average common shares
outstanding for the periods presented.
(b) Trust shares were first publicly offered on December 28, 2004.
(c) Net asset value immediately after the closing of the first public offering
was $19.06.
(d) Amount is less than $0.01 per share.
(e) Net asset value and market value are both published in Barron's on
Saturday, The Wall Street Journal on Monday and The New York Times on
Monday and Saturday.
(f) Total investment return is calculated assuming a purchase of common shares
at the current market value on the first day and a sale at the current
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. Total
investment return less than a full period is not annualized. Past
performance is not a guarantee of future results.
(g) Ratios do not reflect the effect of dividend payments to preferred
shareowners.
(h) Annualized. The information above represents the audited operating
performance data for a share of common stock outstanding, total investment
return, ratios to average net assets and other supplemental data for the
period indicated. This information has been determined based upon financial
information provided in the financial statements and market value data for
the Trust's common shares.
32 The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 11/30/06
--------------------------------------------------------------------------------
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
non-diversified, closed-end management investment company under the Investment
Company Act of 1940, as amended, and the sale and issuance to Pioneer Funds
Distributor, Inc., an affiliate of Pioneer Investment Management, Inc. ("PIM"),
the Trust's investment adviser, a wholly owned indirect subsidiary of UniCredito
Italiano S.p.A. (UniCredito Italiano), of 5,240 shares of beneficial interest at
an aggregate purchase price of $100,084. PIM has paid all the Trust's
organizational expenses and has paid the amount by which the aggregate offering
costs (other than the sales load) exceeded $0.04 per share of the common share
offering. The investment objective of the Trust is to provide a high level of
current income. The Trust will, as a secondary objective, also seek preservation
of capital to the extent consistent with its primary goal of high current
income.
The Trust invests primarily in senior floating rate loans ("Senior Loans"). The
Trust may also invest in other floating and variable rate instruments, including
second lien loans, and high yield, high risk corporate bonds. The Trust may
invest in Senior Loans and other securities of any credit quality, including
Senior Loans and other investments that are rated below investment grade, or are
unrated but are determined by the investment subadviser to be of equivalent
credit quality.
Debt securities rated below investment grade are commonly referred to as "junk
bonds" and are considered speculative. 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.
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.
The Trust may invest in derivative securities, which may include futures and
options. These types of instruments can increase price fluctuation.
33
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 11/30/06 (continued)
--------------------------------------------------------------------------------
The Trust is not limited in the percentage of its assets that may be invested
in Senior Loans and other securities deemed to be illiquid. Illiquid securities
may be difficult to dispose of at a fair price at the times when the Trust
believes it is desirable to do so and their market price is generally more
volatile than that of more liquid securities. Illiquid securities are also more
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.
The Trust's investments in certain foreign markets or countries with limited
developing markets may subject the Trust to a greater degree of risk than in a
developed market. These risks include disruptive political or economic
conditions and the possible imposition of adverse governmental laws or currency
exchange restrictions.
Information regarding the Trust's principal risks is contained in the Trust's
original offering prospectus, with additional information included in the
Trust's Shareowner reports from time to time. Please refer to those documents
when considering the Trust's risks. At times, the Trust's investments may
represent industries or industry sectors that are interrelated or have common
risks, making it more susceptible to any economic, political, or regulatory
developments or other risks affecting those industries and sectors.
The Trust's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Trust to, among other things, 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 gains and losses on investments during the
reporting year. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Trust in preparation of its financial statements, which are consistent with
those generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. Senior Loans 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. For the
limited number of Senior Loans for
34
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
which no reliable price quotes are available, such Senior Loans will be
valued by Loan Pricing Corporation through the use of pricing matrices to
determine valuations.
Fixed-income securities are valued at prices supplied by independent
pricing services, which consider such factors as Treasury spreads, yields,
maturities and ratings. Valuations may be supplemented by values obtained
from dealers and other sources, as required. Equity securities are valued
at the last sale price on the principal exchange where they are traded.
Securities or loans for which quotations are not readily available are
valued at their fair values as determined by, or under the direction of,
the Board of Trustees. Trading in foreign securities is substantially
completed each day at various times prior to the close of the NYSE. The
values of such securities used in computing the net asset value of the
Trust's shares are determined as of such times. The Trust may also use the
fair value of a security, including a non-U.S. security, when the closing
market price on the primary exchange where the security is traded no longer
accurately reflects the value of the security as of the close of the
exchange. At November 30, 2006, the Trust held no fair valued securities.
Temporary cash investments are valued at amortized cost.
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. Discount and premium on debt
securities are accreted or amortized, respectively, daily, on an effective
yield to maturity basis and are included in interest income. Interest
income, including income on interest bearing cash accounts, is recorded on
an accrual basis.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. 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.
35
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 11/30/06 (continued)
--------------------------------------------------------------------------------
Net realized gains and losses on foreign currency transactions 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 in the Statement of Operations from the effects of
changes in market price of those securities but are included with the net
realized and unrealized gain or loss on investments.
C. 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 taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the source of the Trust's distributions may be
shown in the accompanying financial statements as either from or in excess
of net investment income or net realized gain on investment transactions,
or from paid-in capital, depending on the type of book/tax differences that
may exist.
At November 30, 2006, the Trust reclassified $552,246 to increase
undistributed net investment income and to decrease net realized gain on
investments. The reclassification has no impact on the net asset value of
the Trust and presents the Trust's capital accounts on a tax basis.
The tax character of distributions paid to common and preferred shareowners
during the year ended November 30, 2006 and the period ended November 30,
2005 was as follows:
--------------------------------------------------------------------------------
2006 2005
--------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $51,964,212 $27,902,727
Net long-term capital gain - -
----------- -----------
Total taxable distribution $51,964,212 $27,902,727
=========== ===========
--------------------------------------------------------------------------------
36
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The following shows the components of distributable earnings on a
federal income tax basis at November 30, 2006.
--------------------------------------------------------------------------------
2006
--------------------------------------------------------------------------------
Undistributed ordinary income $ 8,165,684
Distributions payable (121,987)
Long-term capital gain 116,226
Unrealized appreciation 9,109,746
-----------
Total $17,269,669
===========
--------------------------------------------------------------------------------
The difference between book basis and tax basis unrealized appreciation is
primarily attributable to the difference between book and tax amortization
methods for premiums and discounts on fixed income securities.
D. Repurchase Agreements
With respect to repurchase agreements entered into by the Trust, the value
of the underlying securities (collateral), including accrued interest
received from counterparties, is required to be at least equal to or in
excess of the repurchase agreement at the time of purchase. The collateral
for all repurchase agreements is held in safekeeping in the customer-only
account of the Trust's custodian, or subcustodians. PIM is responsible for
determining that the value of the collateral remains at least equal to the
repurchase price.
E. Automatic Dividend Reinvestment Plan
All common shareowners 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 common 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.
37
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 11/30/06 (continued)
--------------------------------------------------------------------------------
Whenever the Trust declares a dividend on common shares payable in cash,
participants in the Plan will receive the equivalent in common shares
acquired by the Plan Agent either (i) through receipt of additional
unissued but authorized common shares from the Trust or (ii) by purchase of
outstanding common shares on the New York Stock Exchange or elsewhere. If,
on the payment date for any dividend the net asset value per common 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 common shares. The number of newly issued
common shares to be credited to each account will be determined by dividing
the dollar amount of the dividend by the net asset value per common 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 common share is greater than the market value ("market discount"), the
Plan Agent will invest the dividend amount in common shares acquired in
open-market purchases. There are no brokerage charges with respect to newly
issued common 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 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 not be able to transfer the shares to another broker
and continue to participate in the Plan.
2. Management Agreement
The Trust has entered into an advisory agreement with PIM. Management fees are
calculated daily at the annual rate of 0.70% of the Trust's average daily
managed assets. "Managed assets" is the average daily value of the Trust's total
assets minus the sum of the Trust's liabilities, which liabilities exclude debt
related to leverage, short-term debt and the aggregate liquidation preference of
any outstanding preferred shares.
In addition, under PIM's management and administration agreements, certain other
services and costs are paid by PIM and reimbursed by the Trust. For the year
ended November 30, 2006, $452,133 was
38
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
payable to PIM related to management costs, administrative costs and certain
other services and is included in due to affiliates.
The Trust has entered into an administration agreement with PIM pursuant to
which PIM will provide certain administrative and accounting services to the
Trust. PIM has appointed Princeton Administrators, LLC ("Princeton") as the
sub-administrator to the Trust to perform certain of PIM's administration and
accounting obligations to the Trust. Under the administration agreement, the
Trust pays PIM a monthly fee equal to 0.07% of the Trust's average daily managed
assets up to $500 million and 0.03% for average daily managed assets in excess
of $500 million. PIM and not the Trust, is responsible for paying the fees of
Princeton.
PIM has engaged Highland Capital Management, L.P. to act as the Trust's
investment sub-adviser ("Sub-adviser") and manage the Trust's investments. Under
the terms of the sub-advisory agreement, for its services, the Sub-adviser is
entitled to a sub-advisory fee from PIM at an annual rate of 0.35% of the
Trust's average daily managed assets. The fee is paid monthly in arrears. The
Trust does not pay a fee to the Sub-adviser.
Also, PIM has agreed for the first three years of the Trust's investment
operations to limit the Trust's total annual expenses excluding offering costs
for common and preferred shares, interest expense, the cost of defending or
prosecuting any claim or litigation to which the Trust is a party (together with
any amount in judgment or settlement), indemnification expenses or taxes
incurred due to the failure of the Trust to qualify as a regulated investment
company under the Code or any other non-recurring or non-operating expenses; to
0.95% of the Trust's average daily managed assets. The dividend on any preferred
shares is not an expense for this purpose. For the year ended November 30, 2006,
the Trust's expenses were not reduced under such arrangements.
PIM has reimbursed the Trust $99,422 for an excise tax expense.
3. Expense Offset Arrangements
The Trust has entered into an arrangement with its custodian whereby credits
realized as a result of uninvested cash balances are used to reduce a portion of
the Trust's custodian expenses. For the year ended November 30, 2006, the Trust
expenses were reduced by $145 under such arrangement.
39
Pioneer Floating Rate Trust
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NOTES TO FINANCIAL STATEMENTS 11/30/06 (continued)
--------------------------------------------------------------------------------
4. Forward Foreign Currency Contracts
The Trust may enter into contracts that obligate the Trust to deliver currencies
at specified future dates. At the maturity of a contract, the Trust must make
delivery of the foreign currency. Alternatively, prior to the settlement date of
a portfolio hedge, the Trust may close out such contracts by entering into an
offsetting hedge contract. At November 30, 2006, the Trust had no outstanding
portfolio hedges or forward currency settlement contracts.
5. Unfunded Loan Commitments
As of November 30, 2006, the Trust had unfunded loan commitments of
approximately $7,336,000 which could be extended at the option of the borrower,
pursuant to the following loan agreements:
--------------------------------------------------------------------------------
Unfunded
Commitment
Borrower (in thousands)
--------------------------------------------------------------------------------
Covanta Energy Corp., Revolver $1,000
Cricket Communications, Inc., Revolver $2,000
DeCrane Aircraft Holdings, Inc., First Lien Revolver $ 873
Lucite International U.S. Finco LLC, Facility Term Loan B2 $ 259
Millennium Digital Media Systems, LLC, Revolver $1,719
Trump Entertainment Resorts Holdings, L.P.,
Delayed Draw $1,485
--------------------------------------------------------------------------------
6. Transfer Agents
Pioneer Investment Management Shareholder Services, Inc. ("PIMSS"), a wholly
owned indirect subsidiary of UniCredito Italiano, through a sub-transfer agency
agreement with American Stock Transfer & Trust Company, provides substantially
all transfer agent and shareowner services related to the Trust's common shares
at negotiated rates. Deutsche Bank Trust Company Americas ("Deutsche Bank") is
the transfer agent, registrar, dividend paying agent and redemption agent with
respect to the Trust's Auction Market Preferred Shares ("AMPS"). The Trust pays
Deutsche Bank an annual fee, as is agreed to from time to time by the Trust and
Deutsche Bank, for providing such services.
40
Pioneer Floating Rate Trust
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--------------------------------------------------------------------------------
7. Trust Shares
There are an unlimited number of common shares of beneficial interest
authorized. Of the 24,330,240 common shares of beneficial interest outstanding
at November 30, 2006, PIM owned 5,240 shares.
Transactions in common shares of beneficial interest for the year ended November
30, 2006 and the period December 23, 2004 (commencement of investment
operations) to November 30, 2005 were as follows:
--------------------------------------------------------------------------------
11/2006 11/2005
--------------------------------------------------------------------------------
Shares issued in connection with
initial public offering - 22,550,000
Shares issued from underwriters'
over-allotment option exercised - 1,775,000
Shares outstanding at
beginning of period 24,330,240 5,240
---------- ----------
Shares outstanding at
end of period 24,330,240 24,330,240
========== ==========
--------------------------------------------------------------------------------
Offering costs of $973,000 incurred in connection with the Trust's offering of
common shares have been charged to paid-in capital.
The Trust may classify or reclassify any unissued common shares of beneficial
interest into one or more series of preferred shares of beneficial interest. As
of November 30, 2006, there were 9,380 AMPS as follows: Series M7-3,130, Series
W7-3,125 and Series TH7-3,125. Offering costs of $404,494 and underwriting
discounts of $2,345,000 have been charged to paid-in capital.
Dividends on Series M7, Series W7 and Series TH7 are cumulative at a rate which
is reset every seven days based on the results of an auction. Dividend rates
ranged from 3.95% to 5.35% during the year ended November 30, 2006.
The Trust may not declare dividends or make other distributions on its common
shares or purchase any such shares if, at the time of the declaration,
distribution or purchase, asset coverage with respect to the outstanding
preferred shares would be less than 200%.
The AMPS are redeemable at the option of the Trust, in whole or in part, on any
dividend payment date at $25,000 per share plus any accumulated or unpaid
dividends, whether or not declared. The AMPS
41
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 11/30/06 (continued)
--------------------------------------------------------------------------------
are also subject to mandatory redemption at $25,000 per share plus any
accumulated or unpaid dividends, whether or not declared, if certain
requirements relating to the composition of the assets and liabilities of the
Trust as set forth in the Agreement and Declaration of Trust are not satisfied.
The holders of AMPS have voting rights equal to the holders of the Trust's
common shares (one vote per share) and will vote together with holders of the
common shares as a single class. However, holders of AMPS are also entitled to
elect two of the Trust's Trustees. In addition, the Investment Company Act of
1940, as amended, requires that along with approval by shareowners that might
otherwise be required, the approval of the holders of a majority of any
outstanding preferred shares, voting separately as a class, would be required to
(a) adopt any plan of reorganization that would adversely affect the preferred
shares and (b) take any action requiring a vote of security holders, including,
among other things, changes in the Trust's subclassification as a closed-end
investment company or changes in its fundamental investment restrictions.
8. New Pronouncements
On July 13, 2006, the Financial Accounting Standards Board ("FASB") released
FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" ("FIN
48"). FIN 48 provides guidance for how uncertain tax positions should be
recognized, measured, presented and disclosed in the financial statements. FIN
48 requires the evaluation of tax positions taken or expected to be taken in the
course of preparing the Trust's tax returns to determine whether the tax
positions have a "more-likely-than-not" probability of being sustained by the
applicable tax authority. Tax positions deemed to not meet the
more-likely-than-not threshold would be recorded as a tax benefit or expense in
the reporting period in which they are realized. Adoption of FIN 48 is required
for fiscal years beginning after December 15, 2006 and is to be applied to all
open tax years no later than May 30, 2008. At this time, management is
evaluating the implications of FIN 48 and any impact in the financial statements
has not been determined.
In addition, in September 2006, Statement of Financial Accounting Standards No.
157 Fair Value Measurements ("SFAS 157"), was issued and is effective for fiscal
years beginning after November 15, 2007. SFAS 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value
42
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
measurements. Management is currently evaluating the impact the adoption of SFAS
157 will have on the Trust's financial statement disclosures.
9. Subsequent Event
Subsequent to November 30, 2006, on December 6, the Board of Trustees of the
Trust declared a dividend from undistributed net investment income of $0.145 per
common share payable December 20, 2006, to common shareowners of record on
December 12, 2006. On December 22, 2006, under delegated authority the Trust
declared a dividend from undistributed net investment income of $0.31 per common
share payable January 12, 2007 to common shareowners of record on December 29,
2006.
For the period December 1, 2006 to December 31, 2006, dividends declared on
preferred stock totaled $1,021,564 in aggregate for the three outstanding
preferred share series.
ADDITIONAL INFORMATION (unaudited)
During the period, there were no material changes in the Trust's investment
objective or fundamental policies that were not approved by the shareowners.
There were no changes in the Trust's charter or By-Laws that would delay or
prevent a change in control of the Trust which have not been approved by the
shareowners. There were 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.
CEO CERTIFICATION DISCLOSURE (unaudited)
The Trust's Chief Executive Officer has submitted to the New York Stock Exchange
the annual CEO certification as required by Section 303A.12(a) of the NYSE
Listed Company Manual. In addition, the Trust has filed with the Securities and
Exchange Commission the certification of its Chief Executive Officer and Chief
Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
43
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------
To the Board of Trustees and Shareowners of
Pioneer Floating Rate Trust:
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer Floating Rate Trust (the "Trust") as of
November 30, 2006, and the related statement of operations for the year then
ended, the statements of changes in net assets for the year then ended and for
the period December 28, 2004 (Commencement of Operations) to November 30, 2005,
and the financial highlights for each of the periods indicated therein. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Trust's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, 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. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of November 30, 2006, by correspondence with the custodian
and brokers or by other appropriate auditing procedures where replies from
brokers were not received. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Floating Rate Trust at November 30, 2006, the results of its operations
for the year then ended, the changes in its net assets for the year then ended
and for the period December 28, 2004 (Commencement of Operations) to November
30, 2005, and financial highlights for each of the periods indicated therein, in
conformity with U.S. generally accepted accounting principles.
/s/Ernst + Young LLP
Boston, Massachusetts
January 12, 2007
44
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
RESULTS OF SHAREOWNER MEETING (unaudited)
On July 25, 2006, Pioneer Floating Rate Trust held its annual meeting of
shareowners to elect Class III Trustees. All Class III Trustees were elected.
Here are the detailed results of the votes.
Proposal 1 - To elect Class III Trustees.
--------------------------------------------------------------------------------
Nominee Affirmative Withheld
--------------------------------------------------------------------------------
Mary K. Bush 21,196,508 258,431
Thomas J. Perna 21,206,562 248,377
Marguerite A. Piret+ 7,647 29
--------------------------------------------------------------------------------
+ Elected by Preferred Shares only
45
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT
--------------------------------------------------------------------------------
The Investment Company Act of 1940 requires that both the Board of Trustees and
a majority of the Independent Trustees (collectively "the Trustees"), voting
separately, annually approve the Trust's management contract (the "Management
Contract") between the Trust and Pioneer Investment Management, Inc., the
Trust's adviser (the "Investment Adviser"). The Investment Adviser has retained
Highland Capital Management, L.P. (the "Sub-adviser") to act as sub-adviser to
the Trust pursuant to a sub-advisory agreement between the Investment Adviser
and the Sub-adviser (the "Sub-advisory Agreement"). The Trustees have determined
that the terms of the Management Contract and the Sub-advisory Agreement are
fair and reasonable and that renewal of these contracts will enable the Trust to
receive quality investment advisory services at a cost deemed reasonable and is
in the best interests of the Trust and its shareowners. In making such
determinations, the Independent Trustees relied upon the assistance of counsel
to the Independent Trustees and counsel to the Trust.
Throughout the year, the Independent Trustees regularly met in executive
session, separately from the Interested Trustees of the Trust and any officer
of the Investment Adviser, or its affiliates. While the Trustees, including the
Interested Trustees, act on all major matters relating to the Trust, a
significant portion of the activities of the Board of Trustees (including
certain of those described herein) is conducted through committees, the members
of which are comprised exclusively of Independent Trustees. Such committee
meetings are attended by officers of the Trust and/or officers of the
Investment Adviser to the extent requested by the members of the committee.
In evaluating the Management Contract and Sub-advisory Agreement, the Trustees
conducted a review that was specifically focused upon the renewal of the
Management Contract and Sub-advisory Agreement, and relied upon their knowledge,
resulting from their meetings throughout the year, of the Investment Adviser,
its services and the Trust. Both in meetings specifically dedicated to renewal
of the Management Contract and at other meetings during the course of the year,
the Trustees, including the Independent Trustees, received materials relating to
the Investment Adviser's investment and management services under the Management
Contract. These materials included information on (i) the investment performance
of the Trust, a peer group of funds and an index approved by the Independent
Trustees for this purpose, (ii) the general investment outlook in the markets in
which the Trust invests, (iii) the procedures employed to determine
46
Pioneer Floating Rate Trust
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--------------------------------------------------------------------------------
the value of each of the Trust's assets, (iv) the Investment Adviser's
management of the relationships with the Trust's unaffiliated service providers,
(v) the record of compliance with the Trust's investment policies and
restrictions and with the Trust's Code of Ethics and the structure and
responsibilities of the Investment Adviser's compliance department, (vi) the
nature, cost and character of non-investment management services provided by the
Investment Adviser and its affiliates, (vii) the disclosures included in the
Trust's prospectuses and reports to shareowners, (viii) the investment and
compliance staff and operations of the Subadviser, (ix) an analyses of the
benefits and costs of the use of leverage through the issuance of the Trust's
preferred shares and the sensitivity of such analysis to changes in interest
rates and (x) the discount or premium of the market price of the Trust's common
stock relative to its net asset value and measures that are or could be taken to
address any discount.
Specifically, in connection with the Independent Trustees' review of the
Management Contract and the Sub-advisory Agreement, the Independent Trustees
requested, and the Investment Adviser provided, additional information in order
to evaluate the quality of the Investment Adviser's and Sub-adviser's services
and the reasonableness of the fee under the Management Contract and the
Sub-advisory Agreement. Among other items, this information included data or
analyses of (1) investment performance for the year for the Trust and a peer
group of funds selected on the basis of criteria determined by the Independent
Trustees for this purpose, (2) management and other fees incurred by a peer
group of funds selected on the basis of criteria determined by the Independent
Trustees for this purpose, (3) the advisory fees of comparable portfolios of
other clients of the Investment Adviser and the Sub-adviser, (4) expense ratios
for the Trust and a peer group of funds selected on the basis of criteria
determined by the Independent Trustees for this purpose, (5) the overall
organization of the Investment Adviser, (6) the Investment Adviser's and the
Sub-adviser's financial results and condition, including, in the case of the
Investment Adviser, its and certain of its affiliates' profitability in
providing services to the Trust, (7) transfer agency fees and administrative
reimbursements paid to the Investment Adviser or affiliates, (8) investment
management staffing, and (9) operating expenses paid by the Funds to third
parties.
47
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT (continued)
--------------------------------------------------------------------------------
The following summarizes factors considered by the Trustees in connection with
reviewing the information described above and their renewal of the Trust's
Management Contract and Sub-advisory Agreement. The Trustees did not identify
any single factor as all-important or controlling, and the summary does not
detail all the matters that were considered.
A. Ancillary Benefits to Shareowners. The Trustees considered what was
believed to be the benefits to shareowners of investing in a closed-end
fund that is part of an established group of open and closed-end funds. The
Trustees also noted that the relationship of the market price relative to
the Trust's net assets attributed to its common shares was comparable
relative to other closed-end funds with similar investment approaches.
B. Compliance and Investment Performance. The Trustees determined that the
Investment Adviser had policies and systems reasonably designed to achieve
compliance with the Trust's investment objective and regulatory
requirements. The Trustees also reviewed the Trust's investment performance
based upon total return, as well as the Trust's performance compared to the
performance of both a peer group and an index approved by the Independent
Trustees for this purpose using data provided by provided by Strategic
Insight Mutual Fund Research and Consulting, LLC ("Strategic Insight"). The
Trust's performance, based upon total return, was in the first quintile of
its peer group for the 12 months ended June 30, 2006. (In all quintile
rankings referred to throughout this discussion first quintile is most
favorable to the Trust's shareowners. Thus, highest relative performance
would be first quintile and lowest relative expenses also would be first
quintile.) The Trustees considered the yield (gross of expenses) to the
Trust's common shareholders compared to the yield (as of June 30, 2006) of
the CFSB Leveraged Loan index. The Trustees also considered the activities
of the Investment Adviser in monitoring the investment and compliance
operations of the Sub-adviser. The Trustees concluded that the performance
of the Trust was strong over its short period of operation.
C. The Investment Adviser's Personnel and Methods. The Trustees reviewed the
background of members of the team responsible for the daily management of
the Trust and the Trust's investment objective and discipline. The
Independent Trustees also have had
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Pioneer Floating Rate Trust
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--------------------------------------------------------------------------------
discussions with senior management of the Investment Adviser responsible
for investment operations. Among other things, the Trustees considered the
size, education and experience of the Sub-adviser's investment staff. The
Trustees concluded that the Investment Adviser and the Sub-adviser have the
quality and depth of personnel and the well-developed methods essential to
perform its duties under the Management Contract and the Sub-advisory
Agreement.
D. Nature and Quality of Other Services. The Trustees considered the nature,
quality, cost and extent of other services provided to shareowners of the
Trust, including administrative and shareowner services performed by the
Investment Adviser under the Management Contract. The Trustees also
considered the reasonableness of the arrangements for reimbursement of the
Investment Adviser's out-of-pocket costs and expenses, including overhead,
for certain administrative services that the Investment Adviser is not
required to provide under the Management Contract. The Trustees also
considered the nature and extent of the other services provided by the
Investment Adviser or its affiliates under other contracts, as well as the
Investment Adviser's supervision of third party service providers. Based on
these considerations, the Trustees concluded that the nature, quality, cost
and extent of such services are satisfactory and reliable and serve the
shareowners of the Trust well.
E. Management Fee and Expenses. The Trustees considered the Investment
Adviser's fee under the Management Contract relative to the management fees
charged by a peer group of funds selected by the Independent Trustees for
this purpose using data provided by provided by Strategic Insight. The
Trustees noted that, although the peer group was small, the Trust's
management fee for the 12 months ended June 30, 2006 was in the second
quintile, according to data prepared by Strategic Insight, relative to the
management fees paid by the other funds in that peer group for the
comparable period. The Trustees also evaluated the fee under the
Sub-advisory Agreement and the portion of the fee under the Management
Contract retained by the Investment Adviser and determined that they were
consistent with other sub-advised funds. The Trustees also considered the
Trust's expense ratio for the 12 months ended June 30, 2006 and expense
ratios for the comparable period of a the Strategic Insight peer group. The
Trustees concluded that, although the peer group was small, the Trust's
49
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT (continued)
--------------------------------------------------------------------------------
expense ratio for the 12 months ended June 30, 2006 was in the second
quintile of the applicable peer group for the most recent fiscal year.
F. Profitability. The Trustees considered the level of the Investment
Adviser's profits with respect to the management of the Pioneer Funds,
including a review of the Investment Adviser's methodology in allocating
certain of its costs to the management of each Trust, as well as the
financial results realized by the Investment Adviser in connection with the
operation of the Trust. They further considered the profits realized by the
Investment Adviser and its affiliates from non-fund businesses that may
benefit from or be related to the Trust's business. The Trustees considered
the Investment Adviser's profit margins in comparison with the limited
industry data available. The Trustees concluded that the Investment
Adviser's profits from management of the Pioneer Funds, including the
financial results derived from the Trust, bear a reasonable relationship to
the services rendered and are fair for the management of the Trust.
G. Economies of Scale. The Trustees considered whether the Trust has
appropriately benefited from any economies of scale, and whether there is
potential for realization of any further economies of scale. Since the
Trust is a closed-end fund and its size is relatively stable and at the
level of assets that was anticipated when the management fee was initially
set, the Trustees concluded that economies of scale were not a relevant
consideration.
H. Other Benefits to the Investment Adviser. The Trustees also considered the
character and amount of fees paid by the Trust, other than under the
Management Contract, for services provided by the Investment Adviser and
affiliates. The Trustees further considered the revenues and profitability
of the Investment Adviser's businesses other than the fund business,
including the Investment Adviser's institutional investment advisory
business. The Trustees considered the intangible benefits that accrue to
the Investment Adviser and its affiliates by virtue of its relationship
with the Trust and the Pioneer funds as a group. The Trustees concluded
that all these types of benefits accruing to the Investment Adviser were
reasonable in the context of the overall relationship between the
Investment Adviser and the Trust.
50
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Conclusion. In light of the Investment Adviser's and Sub-adviser's overall
performance, The Trustees considered it appropriate to continue to retain the
management services of the Investment Adviser and the Sub-adviser. Based on
their review of the overall nature and quality of services provided by the
Investment Adviser and the fees charged by other funds in Trust's relevant peer
group, and taking into account all material factors deemed relevant by the
Trustees as well as the advice of independent counsel, the Trustees concluded
that the Management Contract with the Trust and the Sub-advisory Agreement,
including the fees payable thereunder, were fair and reasonable and voted to
approve the continuation of the Management Contract and the Sub-advisory
Agreement for another year.
51
Pioneer Floating Rate Trust
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TRUSTEES, OFFICERS AND SERVICE PROVIDERS
--------------------------------------------------------------------------------
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Legal Counsel
Wilmer Cutler Pickering Hale and Dorr LLP
Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Shareowner Services and Sub-Transfer Agent
American Stock Transfer & Trust Company
Preferred Share Auction/Transfer Agent and Registrar
Deutsche Bank Trust Company Americas
Investment Sub-Adviser
Highland Capital Management, L.P.
Sub-Administrator
Princeton Administrators, LLC
Trustees and Officers
The Trust's Board of Trustees provides broad supervision over the Trust's
affairs. The officers of the Trust are responsible for the Trust's operations.
The Trust's Trustees and officers are listed below, together with their
principal occupations during 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 (except Mr. Hood and
Mr. West) serves as a Trustee of each of the 86 U.S. registered investment
portfolios for which Pioneer serves as investment adviser (the "Pioneer Funds").
Mr. Hood and Mr. West each serves as Trustee of 37 of the 86 Pioneer Funds. The
address for all Interested Trustees and all officers of the Trust is 60 State
Street, Boston, Massachusetts 02109.
Proxy Voting Policies and Procedures of the Trust are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Trust voted proxies relating to portfolio securities during
the most recent 12 months ended June 30, is publicly available to shareowners at
pioneerinvestments.com. This information is also available on the Securities and
Exchange Commission's web site at http://www.sec.gov.
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Pioneer Floating Rate Trust
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INTERESTED TRUSTEES
--------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
John F. Cogan, Jr. (80)* Chairman of the Class I trustee since
Board, Trustee and 2004. Term expires in
President 2007. Elected by
Preferred Shares only.
Other Directorships Held
Principal Occupation During Past Five Years by this Trustee
Director of ICI Mutual
Name and Age Deputy Chairman and a Director of Pioneer Global Asset Insurance Company
Management S.p.A. ("PGAM"); Non-Executive Chairman
John F. Cogan, Jr. (80)* and a Director of Pioneer Investment Management USA
Inc. ("PIM-USA"); Chairman and a Director of Pioneer;
Chairman and Director of Pioneer Institutional Asset
Management, Inc. (since 2006); Director of Pioneer
Alternative Investment Management Limited (Dublin);
President and a Director of Pioneer Alternative Investment
Management (Bermuda) Limited and affiliated funds;
Director of PIOGLOBAL Real Estate Investment Fund
(Russia) (until June 2006); Director of Nano-C, Inc.
(since 2003); Director of Cole Investment Corporation
(since 2004); Director of Fiduciary Counseling, Inc.;
President and Director of Pioneer Funds Distributor, Inc.
("PFD") (until May 2006); President of all of the Pioneer
Funds; and Of Counsel, Wilmer Cutler Pickering Hale and
Dorr LLP (counsel to PIM-USA and the Pioneer Funds)
--------------------------------------------------------------------------------
53
Pioneer Floating Rate Trust
--------------------------------------------------------
INTERESTED TRUSTEES
--------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
Osbert M. Hood (54)*+ Trustee and Class II Trustee
Executive Vice since 2004. Term
President expires in 2008.
+ Mr. Hood resigned as Trustee and Executive Vice President of the Trust on January 9, 2007.
---------------------------------------------------------------------------------------------
Other Directorships Held
Principal Occupation During Past Five Years by this Trustee
Name and Age President and Chief Executive Officer, PIM-USA since None
May 2003 (Director since January 2001; Executive
Osbert M. Hood (54)*+ Vice President and Chief Operating Officer from
November 2000-May 2003); Director of PGAM since
June 2003; President and Director of Pioneer since
May 2003; President and Director of Pioneer Institutional
Asset Management, Inc. since February 2006; Chairman
and Director of Pioneer Investment Management
Shareholder Services, Inc. ("PIMSS") since May 2003;
Director of PFD since May 2006; Director of Oak Ridge
Investments, LLC (a registered investment adviser in which
PIM USA owns a minority interest) since January 2005;
Director of Vanderbilt Capital Advisors, LLC (an institutional
investment adviser wholly-owned by PIM USA) since
June 2006; and Executive Vice President of all of the
Pioneer Funds since June 2003
+ Mr. Hood resigned as Trustee and Executive Vice President of the Trust on January 9, 2007.
------------------------------------------------------------------------------------------------------------------
54
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
--------------------------------------------------------------------------------
Positions Held Length of Service
Name, Age and Address With the Trust and Term of Office
David R. Bock (62) Trustee Class I trustee
3050 K Street NW, since 2005. Term
Washington, DC 20007 expires in 2007.
--------------------------------------------------------------------------------
Mary K. Bush (58) Trustee Class III trustee
3509 Woodbine Street since 2004. Term
Chevy Chase, MD 20815 expires in 2009.
--------------------------------------------------------------------------------
Margaret B.W. Graham (59) Trustee Class II trustee
1001 Sherbrooke Street West, since 2004. Term
Montreal, Quebec, Canada expires in 2008.
H3A1G5
------------------------------------------------------------------------------------------------------------------
Other Directorships Held
Name, Age and Address Principal Occupation During Past Five Years by this Trustee
David R. Bock (62) Senior Vice President and Chief Financial Officer, I-trax, Director of The Enterprise
3050 K Street NW, Inc. (publicly traded health care services company) (2001- Social Investment
Washington, DC 20007 present); Managing Partner, Federal City Capital Advisors Company (privately-held
(boutique merchant bank) (2002 to 2004); and Executive affordable housing
Vice President and Chief Financial Officer, Pedestal Inc. finance company); and
(internet-based mortgage trading company) (2000-2002) Director of New York
Mortgage Trust (publicly
traded mortgage REIT)
------------------------------------------------------------------------------------------------------------------
Mary K. Bush (58) President, Bush International (international financial Director of Brady
3509 Woodbine Street advisory firm) Corporation (industrial
Chevy Chase, MD 20815 identification and
specialty coated material
products manufacturer);
Director of Briggs &
Stratton Co. (engine
manufacturer); Director of
Mortgage Guaranty
Insurance Corporation;
and Director of UAL
Corporation (airline
holding company)
------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (59) Founding Director, The Winthrop Group, Inc. (consulting None
1001 Sherbrooke Street West, firm); and Desautels Faculty of Management, McGill
Montreal, Quebec, Canada University
H3A1G5
55
Pioneer Floating Rate Trust
-------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
-------------------------------------------------------------------------------
Positions Held Length of Service
Name, Age and Address With the Trust and Term of Office
Thomas J. Perna (56) Trustee Class III trustee
89 Robbins Avenue, since 2006. Term
Berkeley Heights, NJ 07922 expires in 2009.
-------------------------------------------------------------------------------
Marguerite A. Piret (58) Trustee Class III trustee
200 State Street, 12th Floor, since 2004. Term
Boston, MA 02109 expires in 2009.
Elected by Preferred
Shares only.
-------------------------------------------------------------------------------
Stephen K. West (78) Trustee Class I trustee
125 Broad Street, since 2004. Term
New York, NY 10004 expires in 2007.
-------------------------------------------------------------------------------
John Winthrop (70) Trustee Class II trustee
One North Adgers Wharf, since 2004. Term
Charleston, SC 29401 expires in 2008.
-------------------------------------------------------------------------------
Other Directorships Held
Name, Age and Address Principal Occupation During Past Five Years by this Trustee
Thomas J. Perna (56) Private investor (2004-present); and Senior Executive Vice Director of Quadriserv
89 Robbins Avenue, President, The Bank of New York (financial and securities Inc. (technology products
Berkeley Heights, NJ 07922 services) (1986-2004) for securities lending
industry)
------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (58) President and Chief Executive Officer, Newbury, Piret & Director of New America
200 State Street, 12th Floor, Company, Inc. (investment banking firm) High Income Fund, Inc.
Boston, MA 02109 (closed-end investment
company)
------------------------------------------------------------------------------------------------------------------
Stephen K. West (78) Senior Counsel, Sullivan & Cromwell (law firm) Director, The Swiss
125 Broad Street, Helvetia Fund, Inc.
New York, NY 10004 (closed-end investment
company)
------------------------------------------------------------------------------------------------------------------
John Winthrop (70) President, John Winthrop & Co., Inc. (private investment None
One North Adgers Wharf, firm)
Charleston, SC 29401
------------------------------------------------------------------------------------------------------------------
56
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
TRUST OFFICERS
--------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
Dorothy E. Bourassa (58) Secretary Since 2004. Serves
at the discretion
of the Board.
-------------------------------------------------------------------------------
Christopher J. Kelley (41) Assistant Secretary Since 2004. Serves
at the discretion
of the Board.
-------------------------------------------------------------------------------
Christopher P. Harvey (45) Assistant Secretary Since 2006. Serves
at the discretion
of the Board.
-------------------------------------------------------------------------------
Vincent Nave (61) Treasurer Since 2004. Serves
at the discretion
of the Board.
--------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Trustee
Dorothy E. Bourassa (58) Secretary of PIM-USA; Senior Vice President- Legal of None
Pioneer; Secretary/Clerk of most of PIM-USA's
subsidiaries; and Secretary of all of the Pioneer Funds
since September 2003 (Assistant Secretary from
November 2000 to September 2003)
------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (41) Vice President and Senior Counsel of Pioneer since None
July 2002; Vice President and Senior Counsel of BISYS
Fund Services, Inc. (April 2001 to June 2002); Senior
Vice President and Deputy General Counsel of Funds
Distributor, Inc. (July 2000 to April 2001), and
Assistant Secretary of all of the Pioneer Funds since
September 2003
------------------------------------------------------------------------------------------------------------------
Christopher P. Harvey (45) Partner, Wilmer Cutler Pickering Hale and Dorr LLP; None
and Assistant Secretary of all of the Pioneer Funds since
July 2006.
------------------------------------------------------------------------------------------------------------------
Vincent Nave (61) Vice President - Fund Accounting, Administration and None
Controllership Services of Pioneer; and Treasurer of all of
the Pioneer Funds
------------------------------------------------------------------------------------------------------------------
57
--------------------------------------------------------------------------------
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
TRUST OFFICERS
Positions Held Length of Service
Name and Age With the Trust and Term of Office
Mark E. Bradley (46) Assistant Treasurer Since 2004. Serves
at the discretion
of the Board.
--------------------------------------------------------------------------------
Luis I. Presutti (41) Assistant Treasurer Since 2004. Serves
at the discretion
of the Board.
--------------------------------------------------------------------------------
Gary Sullivan (48) Assistant Treasurer Since 2004. Serves
at the discretion
of the Board.
--------------------------------------------------------------------------------
Katherine Kim Sullivan (32) Assistant Treasurer Since 2004. Serves
at the discretion
of the Board.
--------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Trustee
Mark E. Bradley (46) Deputy Treasurer of Pioneer since 2004; Treasurer and None
Senior Vice President, CDC IXIS Asset Management
Services from 2002 to 2003; Assistant Treasurer and
Vice President, MFS Investment Management from 1997
to 2002; and Assistant Treasurer of all of the Pioneer
Funds since November 2004
------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (41) Assistant Vice President - Fund Accounting, Administration None
and Controllership Services of Pioneer; and Assistant
Treasurer of all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------
Gary Sullivan (48) Fund Accounting Manager - Fund Accounting, None
Administration and Controllership Services of Pioneer;
and Assistant Treasurer of all of the Pioneer Funds since
May 2002
------------------------------------------------------------------------------------------------------------------
Katherine Kim Sullivan (32) Fund Administration Manager - Fund Accounting, None
Administration and Controllership Services since June
2003; Assistant Vice President - Mutual Fund Operations
of State Street Corporation from June 2002 to June 2003
(formerly Deutsche Bank Asset Management); Pioneer
Fund Accounting, Administration and Controllership
Services (Fund Accounting Manager from August 1999 to
May 2002); and Assistant Treasurer of all of the Pioneer
Funds since September 2003
------------------------------------------------------------------------------------------------------------------
58
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Positions Held Length of Servic
Name and Age With the Trust and Term of Office
Terrence J. Cullen (45) Chief Complian Since 2004. Serves
Officer at the discretion
of the Board.
--------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Trustee
Terrence J. Cullen (45) Chief Compliance Officer of Pioneer and all of the Pioneer None
Funds since March 2006; Vice President and Senior
Counsel of Pioneer since September 2004; and
Senior Vice President and Counsel, State Street
Research & Management Company (February 1998 to
September 2004)
------------------------------------------------------------------------------------------------------------------
* Mr. Cogan and Mr. Hood are Interested Trustees because each is an officer or director of the fund's
investment adviser and certain of its affiliates.
The outstanding capital stock of PFD, Pioneer and PIMSS is indirectly wholly owned by UniCredito Italiano
S.p.A. ("UniCredito Italiano"), one of the largest banking groups in
Italy. Pioneer, the Trust's investment adviser, provides investment management and financial services to
mutual funds, institutional and other clients.
59
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
This page for your notes.
60
--------------------------------------------------------------------------------
HOW TO CONTACT 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
Telecommunications Device for the Deaf (TDD) 1-800-231-5469
Or write to AST:
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Company
Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Company
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 website pioneerinvestments.com.
The Trust files a complete statement 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 http://www.sec.gov. The filed form may also be viewed and copied
at the Commission's Public Reference Room in Washington, DC. Information
regarding the operations of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
The Trust's Chief Executive Officer is required by the New York Stock
Exchange's Listing Standards to file annually with the Exchange a
certification that he is not aware of any violation by the Trust of the
Exchange's Corporate Governance Standards applicable to the Trust. The Trust
has signed such certification.
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 10(a), 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;
(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)).
Ms. Marguerite A. Piret, 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.
Audit Fees
Fees for audit services provided to the Fund, including fees
associated with the annual filing of its Form N-1A, totaled
approximately $38,110 in 2006 and $83,500 in 2005.
(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.
Audit-Related Fees and Other Fees
Audit-related Fees for the Trust's audit related services
totaled approximately $8,925 in 2006 and $14,500 in 2005.
These services included issuance of agreed upon procedures
report to the rating agencies.
(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.
Tax Fees
Fees for tax compliance services, primarily for tax returns,
totaled approximately $7,515 and $6,800 in 2006 and
2005, respectively.
(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.
N/A
(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 Pioneer Investment Management, Inc ("PIM"), 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 Fund'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
Fund. For the years ended November 30, 2006 and 2005,
there were no services provided to an affiliate that required
the Fund's audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's 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 registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
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 Fund and affiliates, as
previously defined, totaled approximately $16,440 in 2006
and $21,300 in 2005.
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's 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 registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
The registrant has a separately-designated standing audit
committe eestablished in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(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 I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 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.
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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
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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
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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.
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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.
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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%.
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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.
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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.
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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.
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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.
16
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a)(1)
As of the date of this report, day-to-day management of the fund's portfolio is
the responsibility of Mark Okada and Joe Dougherty. Mr. Okada, Executive Vice
President and Chief Investment Officer, joined Highland in 1993. Mr. Dougherty,
Senior Vice President and Senior Portfolio Manager, joined Highland in 1998.
(a)(2)
Other Accounts Managed by the Portfolio Managers. The table below indicates, for
each 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, 2005. 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.
-----------------------------------------------------------------------------------------------------------------------
Name of Portfolio Type of Account Number of Total Assets Number of Accounts
Assets Managed
Manager Accounts Managed Managed for which for which
Managed (millions) Advisory Fee is Advisory Fee is
Performance-Based Performance-Based
(millions)
-----------------------------------------------------------------------------------------------------------------------
Mark Okada Other Registered 13 $7,719 0 N/A
Investment
Companies
-------------------------------------------------------------------------------------------------
Other Pooled
Investment 35 $20,243 8 $3,842
Vehicles
-------------------------------------------------------------------------------------------------
Other Accounts 0 N/A 0 N/A
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Name of Portfolio Type of Account Number of Total Assets Number of Accounts
Assets Managed
Manager Accounts Managed Managed for which for which
Managed (millions) Advisory Fee is Advisory Fee is
Performance-Based Performance-Based
(millions)
-----------------------------------------------------------------------------------------------------------------------
Joe Dougherty Other Registered 13 $7,719 0 N/A
Investment
Companies
-------------------------------------------------------------------------------------------------
Other Pooled 1 $226 0 N/A
Investment
Vehicles
-------------------------------------------------------------------------------------------------
Other Accounts 0 N/A 0 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, 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 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 interests are increased to the extent that a portfolio manager
has a financial incentive to favor one account over another. Pioneer has
structured its compensation arrangements in a manner that is intended to limit
such potential for conflicts of interests. The fund's investment sub-adviser
also has adopted certain compliance procedures which are designed to address
these types of conflicts. However, there is no guarantee that such procedures
will detect each situation in which a conflict might arise.
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
basis. Although 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, 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 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, 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.
(a)(3)
Compensation of Portfolio Managers. Highland's financial arrangements with its
portfolio managers, its competitive compensation and its career path emphasis at
all levels reflect the value senior management places on key resources.
Compensation may include a variety of components and may vary from year to year
based on a number of factors including the relative performance of a portfolio
managers underlying account, the combined performance of the portfolio managers
underlying accounts, and the relative performance of the portfolio managers
underlying accounts measured against other employees. The principal components
of compensation include a base salary, a discretionary bonus, various retirement
benefits and one or more of the incentive compensation programs established by
Highland such as the Option It Plan and the Long-Term Incentive Plan.
Base compensation. Generally, portfolio managers receive base compensation based
on their seniority and/or their position with the firm, which may include the
amount of assets supervised and other management roles within the firm.
Discretionary compensation. In addition to base compensation, portfolio managers
may receive discretionary compensation, which can be a substantial portion of
total compensation. Discretionary compensation can include a discretionary cash
bonus as well as one or more of the following:
o Option It Plan. The purpose of the Plan is to attract and retain
the highest quality employees for positions of substantial
responsibility, and to provide additional incentives to a select
group of management or highly compensated employees of the Fund
so as to promote the success of the Fund.
o Long Term Incentive Plan. The purpose of the Plan is to create
positive morale and teamwork, to attract and retain key talent,
and to encourage the achievement of common goals. The Plan seeks
to reward participating employees based on the increased value of
Highland through the use of Long-term Incentive Units.
Senior portfolio managers who perform additional management functions may
receive additional compensation in these other capacities. Compensation is
structured such that key professionals benefit from remaining with the firm.
(a)(4)
Share Ownership by Portfolio Managers. The following table indicates as of
November 30, 2005 the value, within the indicated range, of shares beneficially
owned by the portfolio managers of the fund.
--------------------------------------------------------------------------------
Name of Portfolio Manager Beneficial Ownership of the Fund*
--------------------------------------------------------------------------------
Mark Okada D
--------------------------------------------------------------------------------
Joe Dougherty C
--------------------------------------------------------------------------------
*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 registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
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 registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
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 registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) 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 officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
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. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) 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.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
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/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date January 30, 2007
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/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date January 30, 2007
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date January 30, 2007
* Print the name and title of each signing officer under his or her signature.