Additional Proxy Soliciting Materials (definitive) (defa14a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant  ☐                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☒		Soliciting Material Pursuant to §240.14a-12

PIONEER FLOATING RATE TRUST

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Copies to:

 

Roger P. Joseph, Esq.		Keith E. Gottfried, Esq.
Toby R. Serkin, Esq.		Morgan, Lewis & Bockius LLP
Morgan, Lewis & Bockius LLP		1111 Pennsylvania Avenue, N.W.
One Federal Street		Washington, DC 20004-2541
Boston MA 02110		[phone]
[phone]

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Pioneer Floating Rate Trust, a Delaware statutory trust (the “Fund”), is filing materials contained in this Schedule 14A with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Fund’s solicitation of proxies from its shareholders in connection with the matters to be considered at the Fund’s 2020 Annual Meeting of Shareholders and at any and all adjournments, postponements, continuations, and reschedulings thereof (the “2020 Annual Meeting”). As of the filing of this Schedule 14A, the Fund has not filed a definitive proxy statement with the SEC in connection with its solicitation of proxies to be used at the 2020 Annual Meeting.

Investor Presentation First Intended to be Used on July 22, 2020

Attached hereto is an investor presentation first intended to be used by the Fund on July 22, 2020. This investor presentation is being filed herewith because it may be deemed to be solicitation material in connection with the Fund’s solicitation of proxies to be used at the 2020 Annual Meeting.

Certain Participant Information

The Fund’s trustees, executive officers, and certain persons associated with the Fund’s investment adviser, Amundi Pioneer Asset Management, Inc., and its parent company, Amundi, are deemed participants in the solicitation of proxies from the Fund’s shareholders in connection with the matters to be considered at the Fund’s 2020 Annual Meeting of Shareholders. Information regarding the Fund’s trustees, executive officers, and certain persons associated with the Fund’s investment adviser, its parent company, and other participants in the solicitation of proxies from the Fund’s shareholders in connection with the matters to be considered at the Fund’s 2020 Annual Meeting of Shareholders, and their respective direct or indirect interests in the Fund, through security holdings or otherwise, can be found in the Fund’s preliminary proxy statement for its 2020 Annual Meeting of Shareholders, filed with the SEC on July 20, 2020. This document is available free of charge at the SEC’s website at www.sec.gov.

Important Additional Information And Where To Find It

The Fund intends to file a definitive proxy statement and accompanying WHITE proxy card with the SEC in connection with the solicitation of proxies from the Fund’s shareholders in connection with the matters to be considered at the Fund’s 2020 Annual Meeting of Shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY THE FUND WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain the Proxy Statement, any amendments or supplements to the Proxy Statement, the accompanying WHITE proxy card, and other documents filed by the Fund with the SEC free of charge at the SEC’s website at www.sec.gov. Copies will also be available free of charge at the Fund’s website at

https://www.amundipioneer.com/us/Products/Closed-End-Funds, by writing to the Fund’s Secretary at Pioneer Floating Rate Trust, 60 State Street, Boston, Massachusetts 02109, or by contacting the Fund’s investor relations department at 1.800.859.8508.

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Pioneer Floating Rate Trust (PHD) Presentation to Investors July 22, 2020

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Pioneer Floating Rate Trust (“PHD”) has achieved its primary objective of providing a high level of current income. PHD has produced income competitive with its closed-end fund (CEF) peers. The investment team has utilized a balanced approach to income generation, seeking to maximize dividends while protecting against capital erosion to ensure long-term dividend stability. PHD traded at a 8.82% discount to its Net Asset Value as of June 30, in line with its CEF peers. Amundi Pioneer follows a selective approach to loan investments, and has avoided the more risky parts of the market while delivering competitive current income and performance near the peer average. Executive Summary We have taken and will maintain a proactive approach to managing leverage and dividends to help assure PHD’s competitive position in the secondary market.

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Agenda Fund Overview Fund Performance Fund Discount Considerations Summary

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01 Fund Overview

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The Fund's primary investment objective is to provide its common shareholders with a high level of current income. As a secondary investment objective, the Fund may seek preservation of capital to the extent consistent with its primary investment objective. There can be no assurance that the Fund will achieve its investment objectives. Pioneer Floating Rate Trust Investment Objective Prospectus language

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Leveraged Loan & High Yield Team Resources An experienced team benefiting from the extensive resources of Amundi, a global top ten asset manager with $1.6 trillion in AUM (as of March 31, 2020) Christine Todd Head of Fixed Income, US Kenneth Taubes Chief Investment Officer, US   US Credit Research 15 Credit Analysts averaging 20 years investment experience US /Global High Yield A. Feltus K. Monaghan M. Shulkin European Leveraged Loans and High Yield 4 Portfolio Managers 21 Analysts Members of the US Investment Committee Dedicated to US Leveraged Loans Additional resources Legal C. Kelley Compliance J. Malone Risk C. Railliet Support teams Jonathan Sharkey Portfolio Manager Timothy Cassidy Senior Credit Analyst Fionn Leahy Investment Associate Tim Dowling Client Portfolio Manager Phil Colburn Trader Josiely Hermida Trader Edward Doyle Trader Floating Rate Loan firm wide AUM as of June 30, 2020: $1.8 billion US Leveraged Loan Portfolio Management team averages 23 years of investment experience.

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Defend the Dividend We believe that consistent income and stable principal over time should lead to a reduced discount to NAV. Invest in loans and bonds that we believe will generate required income, and which our research indicates are likely to maintain reasonable price stability over time. Historically, over time we have achieved a lower level of defaults than the benchmark. At year end, due to changes in relative value and the collapse of LIBOR, we reallocated capital to higher spread loans and bonds. Prior to the COVID-19 crisis, the credit environment was benign and lower-quality loans offered value due to less demand from Collateralized Loan Obligation sales. Two goals drive non-first lien allocation: Protect distribution through owning some fixed rate and call protected assets. Own highly liquid assets that can be sold quickly if required to manage leverage. Tactically, we have historically sought to mitigate discounts through sector and asset class rotation. Asset Allocation (as of June 30, 2020) 80% of assets in first lien floating-rate loans as required by prospectus. Migrated from BB-average rating to B-average rating seeking to maintain distribution and in parallel with bank loan market. Investment Strategy Designed to deliver on high current income and preservation of capital objectives

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02 Fund Performance

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Highlights PHD has delivered compelling long-term risk-adjusted performance NAV performance in line with peers Market performance ahead of peers Long history of protecting principal Long history of competitive risk-adjusted returns Four-layer strategy for discount management High current income Principal preservation Stability of dividend Constructive management of leverage

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*Peer group: TLI, FCT, DSU, EFF, FRA, BGT, PPR, EFT, EFR, EVF, AFT, VVR, JFR, JRO, NSL, FSLF, JQC, VTA, BGB, BGX, JSD, BSL, HFRO **S&P/LSTA Leveraged Loan Total Return Index Source: Morningstar as of June 30, 2020 Performance: NAV Return NAV return has been in line with peer group NAV Return - as of June 30, 2020 1-Year 3-Year 5-Year YTD PHD -7.28% 0.01% 1.83% -10.02% Peer Group Average* -7.79% -0.05% 2.00% -10.54% Peer Group Percentile 52 52 56 48 Index** -1.99% 2.07% 2.89% -4.61%

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*Peer group: TLI, FCT, DSU, EFF, FRA, BGT, PPR, EFT, EFR, EVF, AFT, VVR, JFR, JRO, NSL, FSLF, JQC, VTA, BGB, BGX, JSD, BSL, HFRO **S&P/LSTA Leveraged Loan Total Return Index Source: Morningstar as of June 30, 2020 Performance: Market Return Market return has exceeded peer group YTD and over 1-, 3-, and 5-year periods Market Return - as of June 30, 2020 1-Year 3-Year 5-Year YTD PHD -4.10% -0.65% 2.97% -10.34% Peer Group Average* -10.99% -2.34% 2.31% -15.82% Peer Group Percentile 13 19 28 9 Index** -1.99% 2.07% 2.89% -4.61%

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*Peer group: TLI, FCT, DSU, EFF, FRA, BGT, PPR, EFT, EFR, EVF, AFT, VVR, JFR, JRO, NSL, FSLF, JQC, VTA, BGB, BGX, JSD, BSL, HFRO Source: Morningstar as of June 30, 2020 Performance: Downside-Upside Capture Ratio Long history of protecting principal Downside Capture Ratio - as of June 30, 2020 1-Year 3-Year 5-Year YTD PHD 162.22% 158.34% 145.08% 162.48% Peer Group Average* 158.79% 165.91% 174.08% 154.99% Peer Group Percentile 44 26 18 61 Upside Capture Ratio - as of June 30, 2020 1-Year 3-Year 5-Year YTD PHD 132.41% 120.88% 115.09% 139.49% Peer Group Average* 123.96% 126.88% 135.81% 121.34% Peer Group Percentile 39 69 82 35

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*Peer group: TLI, FCT, DSU, EFF, FRA, BGT, PPR, EFT, EFR, EVF, AFT, VVR, JFR, JRO, NSL, FSLF, JQC, VTA, BGB, BGX, JSD, BSL, HFRO Source: Morningstar as of June 30, 2020 Sharpe Ratio Competitive risk-adjusted performance versus peers Sharpe Ratio - as of June 30, 2020 1-Year 3-Year 5-Year YTD PHD (0.27%) (0.06%) 0.12% (0.14%) Peer Group Average* (0.33%) (0.07%) 0.13% (0.17%) Peer Group Percentile 52 56 61 35

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*Peer group: TLI, FCT, DSU, EFF, FRA, BGT, PPR, EFT, EFR, EVF, AFT, VVR, JFR, JRO, NSL, FSLF, JQC, VTA, BGB, BGX, JSD, BSL, HFRO Source: Morningstar as of June 30, 2020 Standard Deviation Competitive volatility versus peers Standard Deviation - as of June 30, 2020 1-Year 3-Year 5-Year YTD PHD 22.61% 13.17% 10.40% 9.53% Peer Group Average* 21.57% 12.80% 10.54% 9.01% Peer Group Percentile 61 56 44 61

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03 Fund Discount – Highly Competitive and In Line with Peers

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ACTIVE REPOSITIONING TO GENERATE A HIGH LEVEL OF INCOME: We have historically repositioned industry segments, asset classes, and credit ratings buckets to optimally create a high level of income competitive with our peers and manage portfolio risk, seeking to reduce discount variability. PRINCIPAL PRESERVATION BY MINIMIZING DOWNSIDE CAPTURE: Historically, open-end loan fund outflows due to negative investor sentiment follow poor/volatile NAV performance, and this holds true for the CEF universe. Loans are generally capped at par value (minimalizing upside capture), therefore PHD has placed a greater emphasis on downside capture seeking to assuage negative market sentiment. DIVIDEND STABILITY: Current income from floating rate loans is more sensitive to Federal Reserve interest rate policy compared to income from traditional high yield or investment grade bonds. In light of that, we actively adjust the portfolio to try to maintain long, steady, consistent income, which we believe has contributed to the predictability of dividends.  CONSTRUCTIVE MANAGEMENT OF LEVERAGE AS A DRIVER OF RETURN: The largest driver of return for CEFs is leverage. PHD’s leverage is tied to the Fund’s NAV, and our historical avoidance of lower-quality loans has afforded us stable access to leverage. Lower-quality loans can decline significantly more than higher-quality loans in down markets, thus causing deleveraging at suboptimal times. Active Strategies to Mitigate Discount

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RENEGOTIATED BANK FACILITY: Updated line in 2019 at lower spread, reduced fees, moved tenor from 3 years to evergreen. Maintain 10+yr relationship with Scotia Bank. Structured agreement to be able to optimize 1, 3, 6 month LIBOR contracts to achieve lower funding costs. INCREASED INVESTMENT BASKET UNIVERSE: Improved Fund’s opportunity set. Greater allocation to higher yielding second lien loans. Increased non-U.S. issuer limits to act on market dislocations. DIVIDEND STABILITY: Reviewed constant dividend policy in all five closed-end funds, eventually electing it for one, but deemed not optimal for this Fund. Given the floating rate nature of the Fund’s assets, we have endeavored to maintain dividend stability without returning capital. SHAREHOLDER ENGAGEMENT AND OUTREACH: We hold numerous discussions with shareholders and conduct an annual call for all shareholders to provide transparency. TACTICAL SHIFT TO HIGHER YIELDING ASSETS: In late 2019 in light of tighter spreads and leveling/declining LIBOR, we tactically shifted portfolio allocations in favor of higher yielding loans and bonds. Dividend policy and the positioning needed to maximize dividends are regularly examined by internal teams at Amundi Pioneer and reviewed by the Board of Trustees. Tangible Actions to Mitigate Discount

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*Peer group: TLI, FCT, DSU, EFF, FRA, BGT, PPR, EFT, EFR, EVF, AFT, VVR, JFR, JRO, NSL, FSLF, JQC, VTA, BGB, BGX, JSD, BSL, HFRO Source: Morningstar as of June 30, 2020 Performance: Premium / Discount Historical discount in line with peers Premium/Discount Averages – as of June 30, 2020 1-Year Ave 3-Year Ave 5-Year Ave YTD Ave As of June 30, 2020 PHD -11.84% -10.21% -9.10% -12.31% -8.82% Peer Group Average* -10.99% -9.17% -8.60% -12.21% -13.79% Peer Group Percentile 65 65 61 65 9

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Source: Bloomberg and S&P/LSTA as of June 30, 2020 Discount and Loan Spreads Discount to NAV is correlated to loan spreads and direction of LIBOR

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Source: Bloomberg, SimFund - includes open-end active funds only. As of June 30,2020. Loan Mutual Fund Flows Premium / discount to NAV correlated to loan mutual fund flows

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Joined Amundi Pioneer: 2014 Lisa M. Jones is Head of the Americas, President and Chief Executive Officer of Amundi Pioneer Asset Management USA, Inc., the U.S. Division of Amundi Asset Management. She is Trustee of the Pioneer Funds, and President and Chief Executive Officer of the Pioneer Funds. Lisa is also President of Amundi Pioneer Distributor, Inc. She is head of the US Executive Committee and US Management Committee, and a member of the Global Executive Committee. She has over 30 years of experience in global financial services developing and building asset management businesses. In 2016 and 2020, Lisa received the Top Women in Asset Management Award from Money Management Executive. Prior to joining Amundi Pioneer, Lisa was Global Head of Distribution at Morgan Stanley Investment Management (MSIM) and President of MSIM Distribution Inc. In this role, she oversaw all MSIM distribution channels globally, including retail and institutional. Prior to that, Lisa was Head of the Global Institutional Division at Eaton Vance Management. She also spent more than 16 years at MFS Investment Management in leadership roles across both retail and institutional divisions. She began her career at E.F. Hutton & Co. in New York. Lisa is a member of the Board of Governors of the Investment Company Institute and a member of the MIT Sloan Finance Group Advisory Board at MIT Sloan School of Management. Lisa has served on other boards such as the Foreign Policy Association in New York, the Advisory Board of the Institutional Investor Institute and the Board of Fellows at Trinity College in Hartford, CT. She is also a former trustee at the Pingree School Board of Trustees in South Hamilton, MA. She has a B.A. in Economics from Trinity College. Biographies Lisa M. Jones

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Joined Amundi Pioneer: 1998 Investment Experience: Since 1983 Ken Taubes is Chief Investment Officer, US and a Portfolio Manager at Amundi Pioneer Asset Management, Inc. As Chief Investment Officer, Ken oversees US fixed income, equity, and multi-asset teams, including portfolio management, fundamental research and trading. In addition, Ken leads the day-to-day investment activities of the US fixed income team and is a Portfolio Manager on a number of fixed income multi-sector portfolios. Ken is Chairman of the US Investment Committee, and a member of the US Executive Committee and US Management Committee. He also is a Trustee of the Pioneer Funds, which oversees Amundi Pioneer’s US-registered portfolios. Prior to joining Amundi Pioneer in 1998, Ken was a Senior Vice President and Senior Portfolio Manager at Putnam Investments. Ken also served as Senior Vice President and Corporate Treasurer of Home Owners Savings Bank in Boston, a large New England thrift holding company and one of the nation’s largest mortgage banks, where he worked from 1986 to 1990. He began his career in 1980 as a treasury officer with Bank of New England’s international treasury division. Ken received a Bachelor of Science in accounting from Syracuse University’s Utica College and an M.B.A. from Suffolk University in Boston. Biographies Ken Taubes

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Joined Amundi Pioneer: 2019 Investment Experience: Since 1989 Christine Todd, CFA is Senior Managing Director and Head of Fixed Income, US. She supervises all fixed income portfolio management and research activities for Amundi Pioneer in the US, and leads a team of approximately 50 investment professionals who manage a wide range of US and global fixed income portfolios for institutional and retail clients worldwide. She is a member of the US Investment Committee, US Executive Committee and US Management Committee. She is based in Boston and reports to Ken Taubes, Chief Investment Officer, US. Christine is an experienced and well-regarded leader in fixed income, with 30 years of industry experience. She was previously President of Neighborly Investments in Boston, a technology-driven impact investment manager focused on customized municipal bond portfolios for institutional and high net worth investors. Prior to Neighborly, Christine was President of Standish Mellon Asset Management, a leading fixed income asset management firm, from 2012 until 2017. She headed Standish Mellon’s $30 billion Tax Sensitive investment platform since 2001, and also led its $15 billion Insurance investment platform. In this role, she managed portfolio management, credit research, trading, client relations, and was a significant driver of sales and marketing for tax sensitive and insurance multi-strategy solutions. Prior to joining Standish Mellon in 1995, she was a portfolio manager, trader and analyst at Gannett Welch & Kotler, a Boston investment firm. Christine has a B.A. from Georgetown University and an M.B.A. from Boston University. She is a Chartered Financial Analyst. She serves on the Board and Fintech Committee of the CFA Society of Boston, and is active in the Boston Security Analysts Society and National Federation of Municipal Analysts. She is a Trustee of Dedham Institution for Savings and the Fessenden School, both in Massachusetts. Biographies Christine Todd

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Joined Amundi Pioneer: 2006 Investment Experience: Since 1994 Jonathan Sharkey is Senior Vice President, Portfolio Manager, and member of the High Yield team based in Boston. He specializes in bank loans and floating rate securities, and manages US and global floating rate and leveraged loan strategies for retail and institutional clients. Prior to joining Amundi Pioneer, Jonathan spent four years with Putnam Investments where he was a Corporate Bond and Bank Loan Analyst, three years with Cypress Tree Investments where he was a Principal and Bank Loan Analyst, and five years with BankBoston as Vice President, Relationship Manager. In addition, between attaining his primary degree and undertaking his M.B.A., he spent five years in banking as a manager in operational roles. Jonathan received a B.A. in Economics and Government from Bowdoin College and an M.B.A. in Finance and Marketing from the University of Notre Dame. Biographies Jonathan Sharkey

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Forwarding-Looking Information This presentation is not an offer to purchase nor a solicitation of an offer to sell shares of the Fund. This presentation may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), and such statements are intended to qualify for the safe harbors from liability established by the PSLRA. All statements other than statements of historical fact are forward-looking and can sometimes be identified as such by the context of the statements, including words such as “believe,” “expect,” “anticipate,” “plan,” “may,” “will,” “would,” “should,” “intend,” “possible,” “continue” “project,” “estimate,” “guidance” and other similar terms and phrases, whether in the negative or affirmative, although not all forward-looking statements include these words. Similarly, statements that describe the objectives, plans, or goals of the Fund or its investment adviser, including plans to drive investment returns, create shareholder value, and narrow the gap between the Fund’s per share trading price and its per share net asset value. These forward-looking statements are based on current plans, expectations, estimates, forecasts, and projections and management’s current beliefs and assumptions and are subject to various risks and uncertainties that could cause actual results, performance, and events to differ materially from those described in the Fund’s forward-looking statements. Additionally, past performance is no guarantee of future results. Additional information concerning such risks and uncertainties are or will be contained in the Fund’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the Fund’s Annual Report to Shareholders on Form N-CSR for the fiscal year ended November 30, 2019, and its subsequent filings with the SEC. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. Except as required by applicable law, the Fund undertakes no obligation to revise these statements, whether to reflect new information or the occurrence of unanticipated events or otherwise, following the date of this presentation. Disclaimers

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Certain Participant Information The Fund’s trustees, executive officers, and certain persons associated with the Fund’s investment adviser, Amundi Pioneer Asset Management, Inc., and its parent company, Amundi, are deemed participants in the solicitation of proxies from the Fund’s shareholders in connection with the matters to be considered at the Fund’s 2020 Annual Meeting of Shareholders. Information regarding the Fund’s trustees, executive officers, and certain persons associated with the Fund’s investment adviser, its parent company, and other participants in the solicitation of proxies from the Fund’s shareholders in connection with the matters to be considered at the Fund’s 2020 Annual Meeting of Shareholders, and their respective direct or indirect interests in the Fund, through security holdings or otherwise, can be found in the Fund’s preliminary proxy statement for its 2020 Annual Meeting of Shareholders, filed with the SEC on July 20, 2020. This document is available free of charge at the SEC’s website at www.sec.gov. Disclaimers

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Important Additional Information And Where To Find It The Fund intends to file a definitive proxy statement and accompanying WHITE proxy card with the SEC in connection with the solicitation of proxies from the Fund’s shareholders in connection with the matters to be considered at the Fund’s 2020 Annual Meeting of Shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY THE FUND WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain the Proxy Statement, any amendments or supplements to the Proxy Statement, the accompanying WHITE proxy card, and other documents filed by the Fund with the SEC free of charge at the SEC’s website at www.sec.gov. Copies will also be available free of charge at the Fund’s website at https://www.amundipioneer.com/us/Products/Closed-End-Funds, by writing to the Fund’s Secretary at Pioneer Floating Rate Trust, 60 State Street, Boston, Massachusetts 02109, or by contacting the Fund’s investor relations department at 1.800.859.8508. Disclaimers

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No Consents Sought or Obtained The Fund has neither sought nor obtained the consent from any third party to use any statements or information contained in this presentation that have been obtained or derived from statements made or published by any such third party. Any such statements or information should not be viewed as indicating the support of any such third party for the views expressed herein. Disclaimers