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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, 2004 through May 31, 2005
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.
PIONEER
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FLOATING
RATE
TRUST
Semiannual
Report
5/31/05
[LOGO]
PIONEER
Investments(R)
Table of Contents
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Letter to Shareowners 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 5
Schedule of Investments 8
Financial Statements 22
Notes to Financial Statements 26
The Pioneer Family of Mutual Funds 35
Trustees, Officers and Service Providers 36
Pioneer Floating Rate Trust
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LETTER TO SHAREOWNERS 5/31/05
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Dear Shareowner,
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Welcome to Pioneer. We thank you for your investment in Pioneer Floating Rate
Trust and are pleased to provide you with the Trust's first shareholder report
since its inception in December 2004.
Who we are
For over 75 years, Pioneer Investments has been a leading innovator in the
investment management industry worldwide. We have steadily maintained and
nurtured an investment process that seeks out the very best opportunities
around the globe, while not compromising on risk management. We know that we
will not be successful if we cannot bring success to our investment community.
That is why our deliberate approach to risk assessment and our original,
fundamental research are at the very heart of our investment discipline.
We complement our patient and thoughtful approach with a global presence that
has its roots in the Pioneer Fund launched in 1928 by investing legend Philip
Carret. From the very beginning, Mr. Carret had a deep appreciation for the
merits of international investing. Over the years we have evolved our
international investment capability beyond merely purchasing securities from
foreign issuers. With investment hubs around the globe, Pioneer now combines a
worldwide presence with unique market insights, to share the very best
investment ideas among our research and portfolio management teams.
Pioneer is the investment adviser to the Pioneer Floating Rate Trust. The Trust
is subadvised by Highland Capital Management, L.P. Based in Dallas, Highland is
a registered investment adviser specializing in credit and special-situation
investing. The company currently manages over $9 billion in leveraged loans,
structured products and other assets for banks, insurance companies, pension
plans, foundations, and high net-worth individuals.
Expanding your opportunities
This investment period was like others; different asset classes delivered
different returns. That is why allocating your portfolio across several
investment categories is one way of participating in wider opportunities.
Pioneer's disciplined approach and growing range of products are designed to
help you achieve this important objective. For thoughtful guidance on how to
align your portfolio with your goals, contact your financial professional.
We are glad that you are an investor with us in Pioneer Floating Rate Trust. If
you have questions about your investment or other mutual fund offerings from
Pioneer, please contact your investment advisor, call 1-800-225-6292 or visit
our web site www.pioneerfunds.com.
Respectfully,
/s/ Osbert M. Hood
Osbert M. Hood, President
Pioneer Investment Management, Inc.
Any information in this shareholder 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.
1
Pioneer Floating Rate Trust
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PORTFOLIO SUMMARY 5/31/05
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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]
Corpoarte Bonds 1.6%
Temporary Cash Investment 2.1%
Senior Secured Loans 96.3%
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]
Cash Equivalents 2.1%
NR 14.4%
CCC 6.5%
B 56.7%
BB 18.3%
BBB 2.0%
The portfolio is actively managed, and current holdings may be different.
2
Pioneer Floating Rate Trust
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PERFORMANCE UPDATE 5/31/05
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Share Prices and Distributions
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Market Value
per Common Share 5/31/05 12/23/04
$17.61 $20.00
Net Asset Value
per Common Share 5/31/05 12/23/04
$18.88 $19.06
Distributions Net
per Common Share Investment Short-Term Long-Term
(12/23/04 - 5/31/05) Income Capital Gains Capital Gains
$0.2874 $ - $ -
10 Largest Holdings
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(As a percentage of long-term holdings)*
1. Charter Communications Operating, LLC, Tranche B Term, 4/7/11 2.01%
2. NTL Investment, Ltd. Sub-Tranche B2, 4/14/12 1.31
3. ALM Media, Inc., First Lien Term, 3/5/10 1.12
4. Kabel NRW GmbH & Co. KG, Non-Elevated, 10/1/06 1.07
5. General Growth Properties, Inc., Tranche B Term, 11/12/08 1.02
6. Blockbuster, Inc., Tranche B Term, 8/20/11 1.01
7. OpBiz, LLC, New Term A, 8/31/10 1.00
8. Century Cable Holdings, LLC, Discretionary Term, 12/31/09 0.93
9. Valor Telecommunications Enterprises, LLC, Tranche B Term,
2/14/12 0.93
10. Mainline, L.P., Term, 12/17/11 0.88
* This list excludes temporary cash and derivative investments. The portfolio
is actively managed, and current holdings may be different.
3
Pioneer Floating Rate Trust
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PERFORMANCE UPDATE 5/31/05
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in common shares of Pioneer Floating Rate Trust, compared to
that of the CSFB Leveraged Loan Index.
[THE FOLLOWING DATA WAS REPRESENTED BY A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
---------------------------------------------------
Date Value CSFB Leveraged Loan Index
---------------------------------------------------
12/31/2004 $10,000 $10,000
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5/31/2005 $8,945 $10,180
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Cumulative Total Returns
(As of May 31, 2005)
Net Asset Market
Period Value (NAV) Price
Life-of-Trust
(12/23/04) 0.63% -10.55%
Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent month-end
performance results. Current performance may be lower or higher than the
performance data quoted.
Performance data shown represents past performance. Past performance is no
guarantee of future results. Investment return and market price will fluctuate,
and your shares may trade below NAV, due to such factors as interest rate
changes, and the perceived credit quality of borrowers.
Total investment return does not reflect broker sales charges or commissions.
All performance is for 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 designed
to mirror the investible universe of the $US-denominated leveraged loan market.
As of March 30, 2001, the Index included $148 billion in tradable term loans.
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.
4
Pioneer Floating Rate Trust
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PORTFOLIO MANAGEMENT DISCUSSION 5/31/05
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The first shareholder report for Pioneer Floating Rate Trust covers the period
since the Trust's inception on December 23, 2004, through May 31, 2005. In the
report, portfolio managers Mark Okada and Joseph Dougherty of Highland Capital
Management LP discuss the investment process, strategy and outlook.
Q: How did the Trust perform during the period?
A: Since inception on December 23, 2004 through May 31, 2005, Pioneer Floating
Rate Trust returned 0.63% at net asset value and -10.55% at market price.
From December 31, 2004, through May 31, 2005, the Trust's benchmark, the
Credit Suisse First Boston (CSFB) Leveraged Loan Index, returned 1.79%. At
the end of May, the Trust was selling at a discount of market price to net
asset value of -6.73%. The Trust's net asset value return reflects the
expenses associated with the start-up costs of the Trust, including
payments made in connection with the issuance of preferred shares in March.
From the end of December 2004 through May 2005, the Federal funds target
rate rose 0.75%. During the same period, the yield on the Three-Month
London Interbank Offering Rate (LIBOR)rose from 2.56% to 3.34%. LIBOR
stands for the London Interbank Offered Rate is and the rate of interest
at which banks borrow funds from other banks, in marketable size, in the
London Interbank market.
Q: What were the principal strategies used in managing the Trust?
A: In keeping with the Trust's mandate, we invested over 80% of assets in
senior floating-rate loans (senior loans). Senior loans are extensions of
credit made by a bank or other lender to a company, typically secured by
the assets of the borrower. Historically, senior loans have offered higher
yields than short-term Treasury securities. They also have greater risk.
Senior loans generally pay interest at rates that are based on recognized
lending rates, such as LIBOR, plus a premium. Rates on senior loans reset
regularly to maintain a spread over these widely accepted floating base
rates. At the end of the period, the Trust had about 11% in
higher-yielding second lien loans and other types of floating-rate debt
securities. Finally, we had a relatively small allocation, about 2%, in
high-yield bonds. During the period, the yield curve began to flatten
(short-term yields rose and longer-term yields declined). Historically, a
flattening yield curve has been a precursor to a slowing economy. In this
environment, investors became more risk-averse and tended to shift from
lower-quality investments,
5
Pioneer Floating Rate Trust
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PORTFOLIO MANAGEMENT DISCUSSION 5/31/05 (continued)
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such as high-yield bonds, to higher-quality investments. As a result,
prices on lower-quality securities declined, and our relatively low
allocation to such securities proved to be beneficial.
We diversified the Trust among more than 200 issuers in approximately 30
industries. The top five industries represented in the Trust were cable,
telecommunications, housing, gaming and leisure and utilities. At the end
of the period, the credit quality breakdown of the portfolio was as
follows: BBB (2%), BB (19%), B (58%), CCC (7%) and not-rated (14%).
Q: What was the investment environment like for senior loans during the period?
A: The market environment was mixed during the period, as senior loans enjoyed
strong demand in the face of continued interest senior-rate hikes by the
Federal Reserve Bank. Lower default rates may also have been instrumental
in boosting investor interest in loans. The short duration of loan funds,
which can reduce interest-rate risk in fixed-income portfolios, was also
attractive to investors. (Expressed in years, duration measures a fund's
price sensitivity to changes in interest rates. A shorter duration is
usually advantageous when interest rates rise.)
During 2004, loan funds experienced record inflows of assets. As a result,
the average credit spread (or premium) over LIBOR contracted as tracked by
the CSFB Leveraged Loan Index, from 286 basis points on December 31, 2004
to 268 basis points on May 31, 2005. Despite this narrowing, the spread
contraction for senior loans has been less pronounced than that in other
fixed-income asset classes, such as high-yield bonds.
In late March, as a result of various market technicals, the average
secondary market senior loan price began to drop. This trend appears to
have reversed itself for the most part. Therefore, while asset values
declined slightly for what appears to be technical reasons, the situation
provided us with an opportunity to purchase additional assets at attractive
prices for the Trust.
6
Pioneer Floating Rate Trust
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Q: What is your outlook?
A: Relative to other asset classes, we believe that bank loans should continue
to provide an attractive risk/return trade-off and an effective
diversification vehicle. Historically, bank senior loans have produced
positive long-term total returns for shareholders with significantly less
volatility than other asset classes. We are currently in a rising
interest-rate environment and believe the Fed is likely to continue
boosting interest rates at a measured pace over the next several months.
History has shown that the bank senior loans, as an asset class, have held
up well during periods of rising interest rates.
Call 1-800-225-6292 or visit www.pioneerfunds.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.
Any information in this shareholder 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.
7
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 5/31/05 (unaudited)
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Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
SENIOR SECURED FLOATING RATE LOAN
INTERESTS - 147.7% of Net Assets*
Aerospace & Defense - 5.2%
3,491,250 B-/B2 American Airlines, Inc., Term, 12/17/10 $ 3,468,183
520,674 B-/B3 DeCrane Aircraft Holdings, Inc., Term B,
6/30/08 521,976
2,628,366 B-/B3 DeCrane Aircraft Holdings, Inc., Term D,
6/30/08 2,667,791
5,000,000 B+/B2 DynCorp International, LLC (DiFinance), Term,
2/11/11 5,046,875
1,500,000 B+/B1 Hunter Defense Holdings, Inc., Term B,
3/10/11 1,515,000
2,970,000 B/B1 Northwest Airlines Corp., Tranche B Term,
11/23/10 2,846,870
4,952,188 NR/Ba3 United Airlines, Inc., DIP, Tranche B, 9/30/05 4,987,264
3,000,000 B+/Ba3 Vought Aircraft Industries, Inc., Tranche B LC
Deposit, 12/22/11 3,043,125
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$ 24,097,084
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Broadcasting - 1.5%
2,500,000 B/B2 Enterprise NewsMedia, LLC, Term, 6/30/12 $ 2,503,437
987,519 NR/B1 NEP Supershooters, L.P., First Lien Term A,
2/3/11 1,000,480
1,496,250 NR/B1 NEP Supershooters, L.P., First Lien Term B,
1/31/11 1,515,888
2,000,000 B-/B1 Young Broadcasting, Inc., Term B, 11/3/12 2,012,916
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$ 7,032,721
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Cable - 15.8%
2,994,976 NR/Ba2 Adelphia Communications, Tranche B DIP
Term, 3/31/06 $ 3,010,418
2,992,443 NR/Caa1 Cebridge Connections, Inc., Second Lien Term,
2/23/10 2,996,184
6,500,000 NR/Ba2 Century Cable Holdings, LLC, Discretionary
Term, 12/31/09 6,430,125
2,000,000 NR/Ba2 Century Cable Holdings, LLC, Term, 6/30/09 1,975,000
13,914,950 CCC+/B2 Charter Communications Operating, LLC,
Tranche B Term, 4/7/11 13,843,789
4,000,000 BB/Ba1 DIRECTV Holdings, LLC, Tranche B Term,
4/13/13 4,011,252
8 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
Cable - (continued)
EURO 3,000,000 NR/NR Kabel NRW GmbH & Co. KG, Elevated,
10/1/06 $ 3,690,361
EURO 6,000,000 NR/NR Kabel NRW GmbH & Co. KG, Non-Elevated,
10/1/06 7,359,112
2,000,000 B/B2 Maritime Telecommunications Network, Inc.,
First Lien Term, 4/7/11 2,005,000
9,000,000 B+/B1 NTL Investment Holdings, Ltd., Sub-Tranche
B2, 4/14/12 9,048,753
5,000,000 NR/B3 Olympus Cable Holdings, LLC, Term A,
6/30/10 4,900,000
2,833,333 BB-/B1 Telewest Communications Networks, Ltd.,
Term B, 11/30/12 2,829,488
2,166,667 BB-/B1 Telewest Communications Networks, Ltd.,
Term C, 11/30/13 2,177,199
2,000,000 B/NR UPC Broadband Holding B.V., Facility H2,
9/30/12 1,995,626
2,000,000 CCC+/B2 WideOpenWest Finance, LLC, Additional
Term B, 6/22/11 2,011,250
4,443,750 CCC+/B2 WideOpenWest Finance, LLC, Term B,
6/22/11 4,468,746
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$ 72,752,303
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Chemicals - 3.3%
3,230,938 B+/B1 Celanese Holdings, LLC, Term B (Dollar TL),
4/6/11 $ 3,280,917
3,000,000 B+/Caa1 Gentek, Inc., Second Lien Term, 2/28/12 2,739,000
2,000,000 BB-/Ba3 Huntsman, LLC, Term B, 3/31/10 2,030,626
875,824 BB/Ba3 Invista Canada Co., Tranche B-2 Term,
4/29/11 890,330
2,018,674 BB/Ba3 Invista S.A.R.L., Tranche B-1 Term, 4/29/11 2,052,109
2,000,000 BB/Ba2 Mosaic Co., Tranche B Term, 2/21/12 2,014,166
2,000,000 B+/B1 PQ Corp. (fka Niagara Acquisition, Inc.), Term,
2/11/12 2,006,876
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$ 15,014,024
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Consumer - Durables - 1.7%
1,492,500 B+/B1 Desa, LLC, Term, 11/26/11 $ 1,425,338
4,000,000 B+/B3 Fender Musical Instruments Corp., Second
Lien Term, 9/30/12 4,000,000
The accompanying notes are an integral part of these financial statements. 9
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 5/31/05 (unaudited) (continued)
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Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Consumer - Durables - (continued)
997,500 BB-/Ba3 National Bedding Co., Term B, 12/31/10 $ 1,009,658
473,451 B+/B1 Sealy Mattress Co., Tranche D Term, 4/14/13 475,325
1,161,290 CCC+/B3 Werner Holding Co. (DE), Term, 6/11/09 1,156,935
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$ 8,067,256
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Consumer - Non-Durables - 6.3%
1,995,000 B/B2 American Safety Razor Co., Tranche B Loan,
2/28/12 $ 2,009,962
1,000,000 B/B2 Burts Bees, Inc., Term, 3/29/11 1,010,625
2,907,000 B-/B2 CamelBak Products, LLC, First Lien Term,
8/4/11 2,916,084
1,000,000 B-/B3 CamelBak Products, LLC, Second Lien Term,
2/4/12 1,006,250
4,240,625 B/B3 CEI Holdings, Inc. (Cosmetic Essence), First
Lien Term, 12/3/10 4,240,625
2,973,958 CCC+/B3 DS Water Enterprises, L.P., Term, 11/7/09 2,789,680
4,987,500 B+/B1 Jarden Corp., Term, 1/24/12 5,018,153
2,000,000 B/B3 MD Beauty, Inc., Second Lien Term, 2/18/13 2,015,000
2,000,000 B+/B1 Polaroid Corp., Second Lien Term, 4/27/11 2,010,000
1,750,000 B-/B3 Revlon Consumer Products Corp., Term,
7/9/10 1,806,054
1,975,000 B+/B1 Solo Cup Co., Term B1, 2/27/11 1,990,306
1,940,000 NR/B1 Visant Corp. (fka Josten), Term C, 10/4/11 1,955,964
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$ 28,768,703
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Diversified Media - 5.6%
7,750,000 CCC/B3 ALM Media, Inc., First Lien Term, 3/5/10 $ 7,730,625
5,000,000 B/Ba3 MGM Holdings II, Inc./LOC Acquisition Co.,
Tranche B Term, 4/8/12 5,010,940
1,000,000 B/B2 North American Membership Group, Inc.,
Term, 11/4/11 1,005,000
3,989,925 BB-/Ba3 Regal Cinemas Corp., Term, 11/10/10 4,014,147
2,275,627 BB/Ba3 RH Donnelley, Inc., Tranche A-3 Term,
12/31/09 2,293,914
3,214,687 B-/B1 Six Flags Theme Parks, Inc., Tranche B Term,
6/30/09 3,236,788
2,500,000 B-/B3 Weekly Reader Corp., Second Lien Term,
3/23/09 2,504,688
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$ 25,796,102
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10 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
Energy - 8.1%
5,000,000 NR/Caa1 ATP Oil & Gas Corp., Term, 4/14/10 $ 5,050,000
2,000,000 B/B2 Complete Energy Services, Inc., Term B,
2/8/12 2,005,000
4,987,500 B+/NR Ferrell Companies, Inc., Term, 12/17/11 5,112,187
3,000,000 NR/B2 Hawkeye Renewables, LLC, Term, 1/31/12 2,850,000
5,000,000 BB+/Ba3 Kerr-McGee Corp., Tranche B, 5/24/11 5,066,795
2,000,000 BB+/Ba3 Kerr-McGee Corp., Tranche X, 5/24/07 2,014,750
5,978,333 BBB+/Ba3 Mainline, L.P., Term, 12/17/11 6,053,063
2,992,500 NR/B1 NSG Holdings II, LLC, Initial Term, 12/13/11 3,022,425
1,995,000 B+/B1 Regency Gas Services, LLC, Term, 6/1/10 2,009,963
4,000,000 BB-/Ba2 Universal Compression, Inc., Term B,
2/15/12 4,051,876
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$ 37,236,059
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Financial - 1.5%
1,000,000 B+/B2 ACI Billing Services, Inc., First Lien Term,
4/18/10 $ 995,000
1,000,000 B+/Caa1 ACI Billing Services, Inc., Second Lien Term,
4/18/11 995,000
5,000,000 B/Caa1 American Wholesale Insurance Group, Inc.,
Second Lien Term, 10/13/11 5,000,000
-------------
$ 6,990,000
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Food & Drug - 2.6%
1,745,000 BB/Ba3 Herbalife International, Inc., Term, 12/21/10 $ 1,745,000
4,987,437 BB-/B1 Jean Coutu Group (USA), Inc., Term B,
7/30/11 5,033,302
1,000,000 B/B2 Sturm Foods, Inc., First Lien Term, 5/26/11 1,003,750
2,000,000 B/B3 Sturm Foods, Inc., Second Lien Term,
5/26/12 2,002,500
1,000,000 B/B2 Vitaquest International, LLC, First Lien Term,
3/7/11 1,000,000
1,000,000 B/Caa1 Vitaquest International, LLC, Second Lien
Term, 3/7/12 1,002,500
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$ 11,787,052
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The accompanying notes are an integral part of these financial statements. 11
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 5/31/05 (unaudited) (continued)
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Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Food & Tobacco - 6.1%
1,000,000 B+/B1 AFC Enterprises, Inc., Tranche B Term,
5/9/11 $ 1,005,000
2,947,500 B/B2 Captain D's, LLC, First Lien Term, 12/27/10 2,984,344
2,000,000 B/B3 Captain D's, LLC, Second Lien Term, 6/27/11 2,000,000
3,990,000 B+/B1 Carrols Corp., Term B, 12/31/10 4,004,962
2,955,159 B+/Ba3 Commonwealth Brands, Inc., Incremental
Term, 8/28/07 2,988,405
3,323,333 BB/Ba2 Constellation Brands, Inc., Tranche B Term,
11/30/11 3,339,721
1,992,399 B/B2 Merisant Co., Tranche B Term, 1/11/10 1,967,494
1,000,000 BB-/B2 National Dairy Holdings, L.P., Term, 3/15/12 1,008,125
4,460,012 B+/B1 Pinnacle Foods Holding Corp., Term,
11/25/10 4,479,525
2,000,000 B/NR Real Mex Restaurants, Inc., Term, 12/31/08 2,045,000
2,000,000 BB/NR Trustreet Properties, Inc., Term, 4/8/10 2,016,250
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$ 27,838,826
-------------
Forest Products - 2.5%
1,830,065 BB/Ba3 Boise Cascade Holdings, LLC, Tranche D
Term, 10/28/11 $ 1,849,890
2,493,750 B/B2 Graham Packaging Co., L.P., Term B, 10/7/11 2,519,311
349,320 B+/Ba3 Smurfit Stone Container, Deposit Funded,
11/1/10 353,541
2,784,717 B+/Ba3 Smurfit Stone Container, Tranche B Term,
11/1/11 2,819,092
856,836 B+/Ba3 Smurfit Stone Container, Tranche C Term,
11/1/11 867,413
2,992,443 B/B2 U.S. Can Corp., Term B, 1/10/10 3,007,406
-------------
$ 11,416,653
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Gaming & Leisure - 11.6%
3,915,128 B/Ba3 CNL Hospitality Properties, Inc., Term,
10/13/06 $ 3,924,916
3,000,000 NR/NR CNL Hotel Del Partners, L.P., First Mezzanine,
2/9/08 3,007,500
GBP 2,000,000 NR/NR Gala Group Finance, Ltd., Facility B, 2/11/13 3,669,261
GBP 2,000,000 NR/NR Gala Group Finance, Ltd., Facility C, 2/11/14 3,687,315
1,000,000 B+/B1 Herbst Gaming, Inc., Term, 1/31/11 1,013,750
2,992,500 BB-/Ba2 Isle of Capri Casinos, Inc., Term, 2/4/11 3,023,362
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
Gaming & Leisure - (continued)
4,796,296 B+/B1 Knowledge Learning Corp., Term, 1/7/12 $ 4,826,273
2,000,000 B+/B1 Movie Gallery, Inc., Term B, 4/27/11 2,021,250
6,880,952 B-/B3 OpBiz, LLC, New Term A, 8/31/10 6,905,324
16,499 B-/B3 OpBiz, LLC, New Term B, 8/31/10 16,558
1,259,259 B/B1 Playpower, Inc., Dollar Term, 12/18/09 1,275,000
5,000,000 B+/B3 Resorts International Holdings, LLC, Second
Lien Term, 4/26/13 4,995,835
1,968,504 B+/B2 Resorts International Holdings, LLC, Term B,
4/26/12 1,982,037
1,000,000 B/B2 Trump Entertainment Resorts Holdings, L.P.,
Term B-1, 5/20/12 1,013,125
3,990,000 NR/Ba3 Universal City Development Partners, Ltd.,
Term, 6/9/11 4,022,419
172,414 B/B3 Wyndham International, Inc., Credit Linked
Deposit, 5/12/11 173,427
1,827,586 B/B3 Wyndham International, Inc., First Lien Term,
5/10/11 1,838,323
6,000,000 B+/B2 Wynn Las Vegas, LLC, Term, 12/14/11 6,022,500
-------------
$ 53,418,175
-------------
Healthcare - 9.3%
2,181,477 B/B1 Aircast, Inc., First Lien Term, 12/7/10 $ 2,203,292
5,427,724 B+/B1 Alliance Imaging, Inc., Tranche C1 Term,
12/29/11 5,453,169
1,273,270 B+/B1 Alpharma Operating Corp., Term A, 10/5/07 1,269,291
2,992,500 B+/B2 AMR HoldCo, Inc./EmCare HoldCo, Inc., Term,
2/10/12 3,028,973
5,000,000 B/Caa1 FHC Health Systems, Inc., Third Lien Term,
2/9/11 5,025,000
1,056,541 B/B2 Hanger Orthopedic Group, Inc., Tranche B
Term, 9/30/09 1,064,465
2,000,000 BB/B1 Healthcare Partners, Ltd., Term, 3/2/11 2,016,250
3,937,500 NR/NR HealthSouth Corp., Term, 6/14/07 3,944,883
1,062,500 NR/NR HealthSouth Corp., Tranche B LC, 3/8/10 1,064,492
1,994,828 B/B1 Insight Health Services Corp., Tranche B Term,
10/17/08 1,997,322
2,970,000 BB/Ba3 LifePoint Hospitals, Inc. (aka Lakers Holdings
Corp.), Term B, 4/15/12 2,976,032
The accompanying notes are an integral part of these financial statements. 13
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 5/31/05 (unaudited) (continued)
--------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Healthcare - (continued)
2,500,000 NR/NR Reliant Pharmaceuticals, Inc., First Lien Term,
6/30/08 $ 2,500,000
823,529 B/B2 Rural/Metro Operating Company, LLC, LC
Term, 3/4/11 828,676
3,011,765 B/B2 Rural/Metro Operating Company, LLC, Term,
3/4/11 3,030,588
3,000,000 B+/B1 Select Medical Corp., Tranche B Term,
2/24/12 2,996,250
815,972 B+/B2 SFBC International, Inc., Term, 12/22/10 824,132
1,637,731 B/B2 Warner Chilcott Company, Inc., Tranche B
Acquisition Date Term, 1/18/12 1,643,872
659,926 B/B2 Warner Chilcott Corp., Tranche C Acquisition
Date Term, 1/18/12 662,400
304,867 B/B2 Warner Chilcott Holdings Co. III, Ltd.,
Tranche D Acquisition Date Term,
1/18/12 306,010
-------------
$ 42,835,097
-------------
Housing - 12.3%
1,000,000 B/B1 Acoustical Material Services, Term, 4/13/12 $ 1,002,500
4,000,000 B+/B2 Associated Materials, Inc., Term, 8/29/10 4,025,000
3,990,000 B/B1 Atrium Companies, Inc., Term, 12/28/11 3,970,050
2,500,000 NR/NR BioMed Realty, L.P., Senior Secured Term,
5/31/10 2,506,250
3,000,000 B+/B1 Builders FirstSource, Inc., Term, 8/11/11 3,022,500
3,000,000 B/B1 Custom Building Products, Inc., First Lien
Term, 10/20/11 3,013,125
1,000,000 B/B3 Custom Building Products, Inc., Second Lien
Term, 4/20/12 995,625
6,984,303 BBB-/Ba2 General Growth Properties, Inc., Tranche B
Term, 11/12/08 7,036,322
3,001,169 B+/B1 Headwaters, Inc., Term B1, 4/30/11 3,043,687
3,721,434 B/B1 Lake at Las Vegas Joint Venture, First Lien
Term, 11/1/09 3,741,902
1,866,467 B/B2 LNR Property Corp., Tranche Term A, 2/3/08 1,878,132
5,879,820 B/B2 LNR Property Corp., Tranche Term B, 2/3/08 5,903,339
2,000,000 BB/Ba2 Maguire Properties, L.P./Maguire Properties
Holdings I, LLC, Term B, 3/15/10 2,015,000
14 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
Housing - (continued)
3,456,250 B+/B3 Propex Fabrics, Inc., Term, 12/31/11 $ 3,464,891
1,000,000 B+/B2 Stile U.S. Acquisition Corp. (aka Masonite),
Canadian Term, 4/6/13 999,531
1,000,000 B+/B2 Stile U.S. Acquisition Corp. (aka Masonite),
U.S. Term, 4/6/13 999,531
5,000,000 BB-/Ba3 TWLDC Holdings, L.P., Mezzanine Loan, 11/30/07 5,075,000
4,000,000 BB-/Ba3 Woodlands Commercial Properties Co., L.P.,
Bridge Loan, 8/30/05 4,050,000
-------------
$ 56,742,385
-------------
Information Technology - 6.4%
5,000,000 B-/B1 AMKOR Technology, Inc., Second Lien Term,
10/27/10 $ 5,031,250
3,000,000 B/Caa2 Corel Corp., Second Lien Term, 8/15/10 3,037,500
3,000,000 B+/B2 Data Transmissions Network Corp., Tranche B
Term, 3/17/12 3,001,875
1,000,000 B+/B2 Datatel, Inc., Second Lien Term, 10/5/11 1,010,000
4,625,000 BB/Ba3 Fidelity National Information Solutions, Inc.,
Term B, 3/9/13 4,598,406
450,000 B/B2 Infor Global Solutions European Finance
S.a.r.l., First Lien Lux Term, 4/18/11 454,500
1,125,000 B/Caa2 Infor Global Solutions European Finance
S.a.r.l., Second Lien Lux Term, 4/18/12 1,102,500
550,000 B/B2 Magellan Holdings, Inc., First Lien US Term,
4/18/11 555,500
1,875,000 B/Caa2 Magellan Holdings, Inc., Second Lien US
Term, 4/18/12 1,837,500
4,888,672 B/B3 ON Semiconductor Corp., Tranche G Term,
12/15/11 4,936,542
3,851,538 B/B2 Vertafore, First Lien Term, 12/22/10 3,875,611
-------------
$ 29,441,184
-------------
The accompanying notes are an integral part of these financial statements. 15
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 5/31/05 (unaudited) (continued)
--------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Manufacturing - 3.0%
2,683,333 B+/B2 Maxim Crane Works, L.P., First Lien Term,
1/28/10 $ 2,728,615
1,000,000 B+/B3 Maxim Crane Works, L.P., Second Lien Term,
1/28/12 1,023,125
3,994,361 B+/B2 Mueller Group, Inc., Initial Term, 4/23/11 4,041,794
1,160,037 NR/B3 Norwesco, Inc., Term A, 12/31/09 1,167,287
1,555,374 NR/B3 Norwesco, Inc., Term B, 12/31/10 1,565,095
730,909 NR/Caa1 Norwesco, Inc., Term C, 6/30/11 735,477
2,537,500 B+/B1 Unifrax Corp., New Term, 3/29/12 2,566,047
-------------
$ 13,827,440
-------------
Metals & Minerals - 6.0%
4,608,340 B/B3 CII Carbon, LLC, Term, 6/25/08 $ 4,562,256
4,173,061 NR/B1 Copperweld Corp., Term, 12/17/11 4,167,845
3,491,250 B+/B1 International Mill Service, Inc., First Lien
Tranche C Term, 12/31/10 3,526,162
3,491,250 B/B3 Murray Energy Corp., Tranche Term B, 1/28/10 3,499,978
1,707,470 BB-/Ba2 Novelis, Inc., Canadian Term, 1/7/12 1,723,241
2,965,607 BB-/Ba2 Novelis, Inc., U.S. Term, 1/7/12 2,992,997
3,500,000 B-/B3 Trout Coal Holdings, LLC, First Lien Term,
3/23/11 3,493,984
3,500,000 B-/Caa2 Trout Coal Holdings, LLC, Second Lien Term,
3/23/12 3,493,984
-------------
$ 27,460,447
-------------
Retail - 4.7%
7,000,000 BB-/B1 Blockbuster, Inc., Tranche B Term, 8/20/11 $ 6,951,252
4,987,500 B+/B1 Dollarama Group, L.P., Term B, 11/18/11 5,018,672
3,989,975 B+/B1 Harbor Freight Tools USA, Inc., Term, 7/15/10 4,004,937
4,905,258 B-/B3 Home Interiors & Gifts, Inc., Initial Term,
3/31/11 4,480,134
1,000,000 B+/B2 MAPCO Express, Inc./MAPCO Family Centers,
Inc., Term, 4/28/11 1,010,000
-------------
$ 21,464,995
-------------
16 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
Service - 3.2%
2,970,000 B/B1 Alliance Laundry Systems, LLC, Term,
1/27/12 $ 2,991,037
2,124,273 BB/B1 Allied Waste North America, Inc., Term,
1/15/12 2,126,633
810,811 BB/B1 Allied Waste North America, Inc., Tranche A
Credit Linked Deposits, 1/15/12 811,698
2,000,000 B/Caa2 ClientLogic Corp., Second Lien Term, 9/3/12 2,010,000
954,546 B/B2 Envirocare of Utah, LLC, Term, 4/13/10 954,943
4,883,853 B+/B3 NEFF Rental, Inc., Initial Term, 5/1/08 4,835,014
1,000,000 NR/Caa1 Survey Sampling International, LLC, Second
Lien Term, 5/6/12 1,010,000
-------------
$ 14,739,325
-------------
Telecommunications - 13.9%
5,000,000 B+/B1 Alaska Communications Systems Holdings,
Inc., Term, 2/1/12 $ 5,023,440
3,990,000 B-/B1 Cricket Communications, Inc. (aka Leap
Wireless), Term B, 1/10/11 3,993,116
4,500,000 BB-/B1 Fairpoint Communications, Inc., Initial B Term,
2/8/12 4,532,062
2,795,243 B+/Ba3 Inmarsat, Facility C, 12/17/11 2,821,331
2,500,000 BB-/Ba3 Iowa Telecommunications Services, Inc.,
Tranche B Term, 11/23/11 2,523,957
5,500,000 NR/B3 Millennium Digital Media Systems, LLC,
Facility C Term, 10/31/08 5,506,875
5,000,000 BB/Ba3 PanAmSat Corp., Tranche B-1 Term, 8/20/11 5,063,220
3,990,000 CCC-/B3 RCN Corp., Term, 12/21/11 4,002,469
EURO 833,334 BB/B2 SatBirds Finance S.a.r.l., A-1 Facility, 5/6/12 990,374
EURO 833,333 BB/B2 SatBirds Finance S.a.r.l., B-1 Facility, 5/6/13 1,007,522
EURO 833,333 BB/B2 SatBirds Finance S.a.r.l., B-2 Facility, 5/6/13 1,007,522
EURO 2,500,000 BB/B3 SatBirds Finance S.a.r.l., Second Lien Term,
10/31/13 2,993,169
4,000,000 B+/B1 Telcordia Technologies, Inc., Term, 9/15/12 3,926,252
2,420,833 B/B1 United Online, Inc., Term, 12/13/08 2,454,120
6,370,000 B+/Ba3 Valor Telecommunications Enterprises, LLC,
Tranche B Term, 2/14/12 6,416,450
4,941,406 B+/Ba3 WestCom Corp., Tranche B Term, 12/17/10 4,978,467
The accompanying notes are an integral part of these financial statements. 17
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 5/31/05 (unaudited) (continued)
--------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Telecommunications - (continued)
2,992,084 B+/B2 WilTel Communications, LLC, First Lien Term,
6/30/10 $ 2,939,723
4,000,000 CCC+/B2 WilTel Communications, LLC, Second Lien
Term, 12/31/10 3,795,000
-------------
$ 63,975,069
-------------
Transportation - 4.6%
2,992,500 BB-/B2 Affinia Group, Inc., Tranche B Term, 11/30/11 $ 2,955,094
2,500,000 B-/Caa2 Carey International, Inc., Second Lien Term,
5/10/12 2,500,000
EURO 2,594,678 BB-/B1 Exide Global Holding Netherlands C.V.,
European Borrower Term, 5/5/10 3,075,630
EURO 3,000,000 NR/B1 Goodyear Dunlop Tires Europe B.V., Euro
Term, 4/30/10 3,711,198
3,000,000 BB+/NR Goodyear Tire & Rubber Co., Third Lien Term,
3/1/11 2,946,750
3,952,000 BB-/B2 Key Plastics, LLC/Key Safety Systems, Inc.,
Term C, 6/29/11 3,803,800
1,977,969 B-/Caa1 Quality Distribution, Inc., Term, 11/13/09 1,987,859
-------------
$ 20,980,331
-------------
Utility - 9.4%
6,000,000 B/NR ANP Funding I, LLC, Tranche A Term, 7/29/10 $ 5,959,998
3,957,958 B/B1 Basic Energy Services, Term B, 10/3/09 3,987,643
3,000,000 BB-/Ba2 Cogentrix Delaware Holdings, Inc., Term,
4/15/12 3,014,625
1,991,968 B-/B3 El Paso Corp., Term, 11/23/09 2,004,141
3,000,000 NR/B2 KGEN, LLC, Tranche A, 8/5/11 2,940,000
1,000,000 NR/B3 KGEN, LLC, Tranche B, 8/5/11 980,000
4,229,616 B+/B2 LSP Kendall Energy, LLC, Project Loan,
11/22/06 4,084,223
801,845 BBB/Ba3 Magellan Midstream Holdings, Loan,
12/10/11 808,861
1,750,000 B+/Ba3 NRG Energy, Inc., Credit Linked Deposit,
12/24/11 1,764,219
2,244,375 B+/Ba3 NRG Energy, Inc., Term, 12/24/11 2,262,611
2,220,000 BB-/B1 Pike Electric, Inc., Tranche C Term, 12/10/12 2,253,995
2,459,300 B/B3 Quachita Power, LLC, Term, 8/17/07 2,425,484
5,486,250 B+/B1 Reliant Energy, Inc., Term, 4/30/10 5,506,335
18 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
Utility - (continued)
1,500,000 BB-/Ba2 Texas Genco, LLC, Delayed Draw Term,
12/14/11 $ 1,513,595
3,491,250 BB-/Ba2 Texas Genco, LLC, Initial Term Loan,
12/14/11 3,522,891
-------------
$ 43,028,621
-------------
Wireless Communication - 3.1%
1,000,000 B-/B3 Cellnet Technology, Inc., Second Lien Term,
4/26/13 $ 1,002,500
1,989,925 B-/B1 Centennial Cellular Operating Co., Term,
2/9/11 2,007,336
1,000,000 NR/NR MetroPCS, Inc., First Lien Term, 5/27/11 1,007,500
4,000,000 NR/NR MetroPCS, Inc., Second Lien Term, 5/27/12 4,060,000
2,000,000 B/B3 Ntelos, Inc., Second Lien Term, 2/24/12 1,963,126
3,981,250 CCC+/B2 Triton PCS Holdings, Inc., Term, 11/18/09 3,998,668
-------------
$ 14,039,130
-------------
TOTAL SENIOR SECURED FLOATING RATE
LOAN INTERESTS
(Cost $681,575,970) $ 678,748,982
-------------
CORPORATE NOTES - 2.4% of Net Assets
Broadcasting - 0.2%
1,000,000 B-/B1 Paxson Communications Corp., Floating Rate
Note, 1/15/10 (144A) $ 1,000,000
-------------
Consumer Non-Durables - 0.8%
4,000,000 B-/Caa3 Levi Strauss & Co., Floating Rate Note,
4/1/12 (144A) $ 3,710,000
-------------
Food & Drug - 0.3%
2,000,000 CCC-/Caa1 Duane Reade, Inc., 9.75%, 8/1/11 $ 1,540,000
-------------
Forest Products - 0.2%
1,000,000 CCC+/B3 NewPage Corp., Floating Rate Note, 5/1/12
(144A) $ 980,000
-------------
Glass & Plastic Packaging - 0.5%
2,500,000 B/B2 Constar International, Inc., Floating Rate Note,
2/15/12 (144A) $ 2,362,500
-------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Floating Rate Trust
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SCHEDULE OF INVESTMENTS 5/31/05 (continued)
------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Manufacturing - 0.4%
2,000,000 B-/B3 Foamex L.P., 10.75%, 4/1/09 $ 1,630,000
-------------
TOTAL CORPORATE NOTES
(Cost $11,787,988) $ 11,222,500
-------------
WARRANTS - 0.0% of Net Assets
Gaming & Leisure - 0.0%
Shares
9,965 OpBiz, LLC, Term A, Exp. 8/9/11** $ -
23 OpBiz, LLC, Term B, Exp. 8/9/11** -
-------------
$ -
-------------
TOTAL WARRANTS
(Cost $0) $ -
-------------
Principal
Amount
USD ($)
TEMPORARY CASH INVESTMENT - 3.3% of Net Assets
Repurchase Agreement - 3.3%
15,000,000 UBS Warburg, Inc., 2.88%, dated 5/31/05,
repurchase price of $15,000,000, plus
accrued interest on 6/1/05 collateralized by
$15,206,000 U.S. Treasury Notes, 3.875%,
5/15/09 $ 15,000,000
-------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $15,000,000) $ 15,000,000
-------------
TOTAL INVESTMENTS IN SECURITIES - 153.4%
(Cost $708,363,958) (a) $ 704,971,482
-------------
OTHER ASSETS AND LIABILITIES - (2.4)% $ (11,006,893)
-------------
REDEMPTION VALUE PREFERRED
SHARES - (51.0)% $(234,500,000)
-------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS - 100.0% $ 459,464,589
=============
20 The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust
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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.
** Non-income producing security.
(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 May 31, 2005 the value of these securities
amounted to $8,052,500 or 1.8% of net assets applicable to common
shareowners.
(a) At May 31, 2005, the net unrealized loss on investments based on cost for federal income tax pur-
poses of $708,391,927 was as follows:
Aggregate gross unrealized gain for all investments in which there is an
excess of value over tax cost $ 2,563,083
Aggregate gross unrealized loss for all investments in which there is an
excess of tax cost over value (5,983,528)
------------
Net unrealized loss $ (3,420,445)
============
For financial reporting purposes net unrealized loss on investments was $3,392,476 and cost of
investments aggregated $708,363,958.
Purchases and sales of securities (excluding temporary cash investments) for
the period ended May 31, 2005, aggregated $772,624,263 and $42,698,346,
respectively.
Glossary of Terms:
DIP - Debtor-In-Possession
The accompanying notes are an integral part of these financial statements. 21
Pioneer Floating Rate Trust
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STATEMENT OF ASSETS AND LIABILITIES 5/31/05 (unaudited)
-----------------------------------------------------------------------------
ASSETS:
Investments in securities, at value (cost $708,363,958) $704,971,482
Cash 5,864,656
Foreign currencies, at value (cost $11,624,229) 11,126,634
Receivables -
Investment securities sold 1,998,750
Paydown 59,830
Interest and foreign tax reclaim 4,769,519
Commitment fees 5,233
Organization expense reimbursement 40,000
------------
Total assets $728,836,104
------------
LIABILITIES:
Payables -
Investment securities purchased $ 34,337,706
Unrealized depreciation on unfunded corporate loans 4,762
Due to affiliate 447,945
Deferred income 13,945
Accrued expenses 67,157
------------
Total liabilities $ 34,871,515
------------
PREFERRED SHARES AT REDEMPTION VALUE:
$25,000 liquidation value per share applicable to
9,380 shares $234,500,000
------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $461,037,855
Undistributed net investment income 1,940,369
Accumulated net realized loss on investments and foreign
currency transactions (374,663)
Net unrealized loss on investments (3,397,238)
Net unrealized gain on foreign currency assets and liabilities
denominated in foreign currencies 258,266
------------
Net assets applicable to common shareowners $459,464,589
============
NET ASSET VALUE PER SHARE:
No par value, (unlimited number of shares authorized)
Based on $459,464,589/24,330,240 common shares $ 18.88
============
22 The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust
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STATEMENT OF OPERATIONS (unaudited)
-----------------------------------------------------------------------------
For the period 12/23/04 (commencement of operations) to 5/31/05
INVESTMENT INCOME:
Interest $ 12,151,506
Facility and other fees 71,887
------------
Total investment income $ 12,223,393
------------
EXPENSES:
Management fees $ 1,797,470
Transfer agent fees and expenses 18,102
Administrative reimbursements 13,986
Auction agent fees 108,647
Custodian fees 24,180
Registration fees 11,183
Organization costs 40,000
Professional fees 26,160
Printing expenses 7,193
Trustees' fees 5,238
Miscellaneous 47,319
------------
Total expenses $ 2,099,478
Reimbursement of organization fees (40,000)
------------
Net expenses $ 2,059,478
------------
Net investment income $ 10,163,915
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) from:
Investments $ 105,698
Foreign currency contracts and other assets
and liabilities denominated in foreign
currencies (480,361) $ (374,663)
------------ ------------
Net unrealized gain (loss) on:
Investments $ (3,392,476)
Unfunded corporate loans (4,762)
Foreign currency contracts and other assets
liabilities denominated in foreign currencies 258,266 $ (3,138,972)
------------ ------------
Net loss on investments and foreign
currency transactions $ (3,513,635)
------------
DIVIDENDS TO PREFERRED SHAREOWNERS FROM
NET INVESTMENT INCOME $ (1,231,035)
------------
Net increase in net assets applicable to common
shareowners resulting from operations $ 5,419,245
=============
The accompanying notes are an integral part of these financial statements. 23
Pioneer Floating Rate Trust
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STATEMENT OF CHANGES IN NET ASSETS (unaudited)
-----------------------------------------------------------------------------
For the Period 12/23/04 (Commencement of Operations) to 5/31/05
12/23/04
to
5/31/05
FROM OPERATIONS:
Net investment income $ 10,163,915
Net realized loss on investments and foreign
currency transactions (374,663)
Net unrealized loss on investments and foreign
currency transactions (3,138,972)
Dividends to preferred shareowners from net
investment income (1,231,035)
------------
Net increase in net assets applicable to
common shareowners $ 5,419,245
------------
DISTRIBUTIONS TO COMMON SHAREOWNERS:
Net investment income ($0.29 per share) $ (6,992,511)
------------
Total dividends to common shareowners $ (6,992,511)
------------
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 (2,696,729)
------------
Net increase in net assets applicable to common
shareowners resulting from Trust share
transactions $460,937,771
------------
Net increase in net assets applicable to common
shareowners $459,364,505
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Beginning of period 100,084
------------
End of period (including undistributed net investment
income of $1,940,369) $459,464,589
============
24 The accompanying notes are an integral part of these financial statements.
Pioneer Floating Rate Trust
--------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 5/31/05 (unaudited)
--------------------------------------------------------------------------
12/23/04(b)
to
5/31/05
Per Common Share Operating Performance
Net asset value, beginning of period $ 19.10(c)
--------
Increase (decrease) from investment operations:(a)
Net investment income $ 0.42
Net realized and unrealized loss on investments and foreign currency transactions (0.15)
Distributions to preferred shareowners from net investment income (0.05)
--------
Net increase from investment operations $ 0.22
Distributions to common shareowners:
Net investment income (0.29)
Capital charge with respect to issuance of:
Common shares (0.04)
Preferred shares (0.11)
--------
Net decrease in net asset value $ (0.22)
--------
Net asset value, end of period(d) $ 18.88
========
Market value, end of period(d) $ 17.61
========
Total return(e) (10.55)%
Ratios to average net assets of common shareowners
Net expenses(f) 1.06%(g)
Net investment income before preferred share dividends(f) 5.23%(g)
Preferred share dividends 0.63%(g)
Net investment income available to common shareowners 4.60%(g)
Portfolio turnover 9%
Net assets of common shareowners, end of period (in thousands) $459,465
Preferred shares outstanding (in thousands) $234,500
Asset coverage per preferred share, end of period $ 73,983
Average market value per preferred share $ 25,000
Liquidation value per preferred share $ 25,000
Ratios to average net assets of common shareowners before reimbursement
of organization expenses
Net expenses(f) 1.08%(g)
Net investment income before preferred share dividends(f) 5.21%(g)
Preferred share dividends 0.63%(g)
Net investment income available to common shareowners 4.58%(g)
(a) The per share data presented above is based upon the average common shares
outstanding for the period presented.
(b) Trust shares were first publicly offered on December 23, 2004.
(c) Net asset value immediately after the closing of the first public offering
was $19.06.
(d) Net asset value and market value are published in Barron's on Saturday, The
Wall Street Journal on Monday and The New York Times on Monday and Saturday.
(e) 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 period 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.
(f) Ratios do not reflect the effect of dividend payments to preferred
shareowners.
(g) Annualized.
The information above represents the 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.
The accompanying notes are an integral part of these financial statements. 25
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 5/31/05 (unaudited)
--------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Floating Rate Trust (the "Trust") was organized as a Delaware business
trust on October 6, 2004. Prior to commencing operations on December 23, 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 agreed to pay all the Trust's organizational expenses and to pay the
amount by which the aggregate offering costs (other than the sales load) exceed
$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, 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.
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 period. Actual results could differ from those estimates. The
following is a summary of significant accounting policies followed by the Trust
26
Pioneer Floating Rate 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.
Senior Loans are valued 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 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. If the pricing service does not provide a value for the Senior
Loans, the investment subadviser will value the Senior Loans at fair
value, which is intended to approximate market value.
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 dealers and
other sources, as required. Equity securities are valued at the last sale
price on the principal exchange where they are traded. Securities 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 principal exchange where the security is traded no longer accurately
reflects the value of the security as of the close of the exchange. As of
May 31, 2005, the Trust had no fair valued securities. Temporary cash
investments are valued at amortized cost.
Discount and premium on debt securities are accreted or amortized daily,
respectively, on an effective yield to maturity basis and are included in
interest income. Premiums and discounts related to certain mortgage-backed
securities are amortized or accreted in proportion to the underlying
paydowns. Interest income, including income on interest bearing cash
accounts, is recorded on an accrual basis.
27
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 5/31/05 (unaudited) (continued)
--------------------------------------------------------------------------------
The Trust's investments in foreign markets or countries with limited
developing markets may subject the Trust to 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.
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.
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.
The tax character of current year distributions paid will be determined at
the end of the current fiscal year.
28
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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 by notifying Mellon Investor
Services LLC, the agent for shareowners in administering the Plan (the
"Plan Agent"), prior to any dividend record date; otherwise such
termination or resumption will be effective with respect to any
subsequently declared dividend or other distribution. 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
29
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 5/31/05 (unaudited) (continued)
--------------------------------------------------------------------------------
("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. At May 31, 2005, $447,945 was
payable to PIM related to management fees.
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 period ended May 31, 2005, the Trust recorded $13,986 as "Administrative
reimbursements" on the Statement of Operations.
The adviser has engaged Highland Capital Management, L.P. to act as the Trust's
investment subadviser ("Subadviser") and manage the Trust's investments. Under
the terms of the subadvisory agreement, for its services, the Subadviser is
entitled to a subadvisory fee from PIM at an annual rate of 0.35% of the
Trust's average daily managed assets. The fee will be paid monthly in arrears.
The Trust does not pay a fee to the Subadviser.
30
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The Trust has entered into an administration agreement with the Adviser,
pursuant to which the Adviser will provide certain administrative and
accounting services to the Trust. The Adviser has appointed Princeton
Administrators, L.P. ("Princeton") as the sub-administrator to the Trust to
perform certain of the Adviser's administration and accounting obligations to
the Trust. Under the administration agreement, the Trust pays the Adviser 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. The Adviser and not the Trust, is responsible for paying the fees of
Princeton, which is affiliated with Merrill, Lynch & Co.
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 period ended May
31, 2005, the Trust's expenses were not reduced under such arrangements.
3. Forward Foreign Currency Contracts
The Trust may enter into any 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 May 31, 2005, the Trust had no
outstanding portfolio hedges or forward currency settlement contracts.
31
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 5/31/05 (unaudited) (continued)
--------------------------------------------------------------------------------
4. Unfunded Corporate Loans:
As of May 31, 2005, the Trust had unfunded loan commitments of approximately
$4,786,000, which would be extended at the option of the borrower, pursuant to
the following loan agreements:
-----------------------------------------------------------------------------
Unfunded
Commitment
Borrower (in thousands)
------------------------------------------------------------------------------------
Advanced Medical Optics, Inc. $1,000
Celanese Holdings, LLC $ 766
Cricket Communications, Inc. $1,000
LNR Property Corp. $ 134
Norwesco, Inc. $ 489
Trump Entertainment Resorts Holdings $1,000
Warner Chilcott Donovex $ 331
Warner Chilcott Dovobet $ 66
------------------------------------------------------------------------------------
5. Transfer Agents
Pioneer Investment Management Shareholder Services, Inc. ("PIMSS"), a wholly
owned indirect subsidiary of UniCredito Italiano, through a sub-transfer agency
agreement with Mellon Investor Services LLC, provides substantially all
transfer agent and shareowner services related to the Trust's common shares at
negotiated rates. Deutsche Bank Trust Company Americas 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
Trust Company Americas an annual fee, as is agreed to from time to time by the
Trust and Deutsche Bank Trust Company Americas, for providing such services.
6. 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 May 31, 2005, PIM owned 5,240 shares.
32
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Transactions in common shares of beneficial interest for the period December
23, 2004 (commencement of investment operations) to May 31, 2005 were as
follows:
-----------------------------------------------------------------------------
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 5,240
----------
Shares outstanding at end of period 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. On
March 28, 2005, the Trust reclassified and issued 9,380 common shares into
three series of AMPS as follows: Series M7-3,130, Series W7-3,125 and Series
TH7-3,125. Offering costs of $351,729 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 3.00% to 3.35% during the period ended May 31, 2005.
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 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.
33
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 5/31/05 (unaudited) (continued)
--------------------------------------------------------------------------------
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.
7. Subsequent Event
Subsequent to May 31, 2005, the Board of Trustees of the Trust declared a
dividend from undistributed net investment income of $0.0958 per common share
payable June 30, 2005, to common shareowners of record on June 15, 2005.
For the period June 1, 2005 to June 30, 2005, dividends declared on preferred
stock totaled $650,329 in aggregate for the three outstanding preferred share
series.
ADDITIONAL INFORMATION (unaudited)
During the period, there have been no material changes in the Trust's
investment objective or fundamental policies that have not been approved by the
shareowners. There have been no changes in the Trust's charter or By-Laws that
would delay or prevent a change in control of the Trust which have not been
approved by the shareowners. There have been no changes in the principal risk
factors associated with investment in the Trust. There have been 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.
34
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
THE PIONEER FAMILY OF MUTUAL FUNDS
--------------------------------------------------------------------------------
Please consider a fund's investment objectives, risks, charges and expenses
carefully before investing. The prospectus contains this and other information
about a fund and should be read carefully before you invest or send money. To
obtain a prospectus and for other information on any Pioneer fund, contact your
advisor, call 1-800-225-6292 or visit our web site at www.pioneerfunds.com.
U.S. Equity
Pioneer Fund
Pioneer Balanced Fund
Pioneer Cullen Value Fund
Pioneer Equity Income Fund
Pioneer Equity Opportunity Fund
Pioneer Growth Opportunities Fund
Pioneer Growth Shares
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge Large Cap
Growth Fund
Pioneer Oak Ridge Small Cap
Growth Fund**
Pioneer AmPac Growth Fund(1)
Pioneer Small and Mid Cap
Growth Fund(2)
Pioneer Growth Leaders Fund(3)
Pioneer Strategic Growth Fund(4)
Pioneer Real Estate Shares
Pioneer Research Fund
Pioneer Small Cap Value Fund
Pioneer Small Company Fund
Pioneer Value Fund
Asset Allocation
Pioneer Ibbotson Moderate
Allocation Fund
Pioneer Ibbotson Growth
Allocation Fund
Pioneer Ibbotson Aggressive
Allocation Fund
Pioneer Ibbotson Conservative
Allocation Fund
International/Global Equity
Pioneer Emerging Markets Fund
Pioneer Europe Select Equity Fund
Pioneer International Equity Fund
Pioneer International Value Fund
Fixed Income
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer California Tax Free
Income Fund
Pioneer Global High Yield Fund
Pioneer High Yield Fund
Pioneer Municipal Bond Fund
Pioneer Short Term Income Fund
Pioneer Strategic Income Fund
Pioneer Tax Free Income Fund
Money Market
Pioneer Cash Reserves Fund*
Pioneer Tax Free Money Market Fund
1 Formerly Pioneer Papp America-Pacific Rim Fund
2 Formerly Pioneer Papp Small and Mid Cap Growth Fund
3 Formerly Pioneer Papp Stock Fund
4 Formerly Pioneer Papp Strategic Growth Fund
* An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.
** Closed to most new investors. Purchases in the Fund will be limited to
existing investors.
35
Pioneer Floating Rate Trust
--------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
--------------------------------------------------------------------------------
Trustees
John F. Cogan, Jr., Chairman
David R. Bock
Mary K. Bush
Margaret B.W. Graham
Osbert M. Hood
Marguerite A. Piret
Stephen K. West
John Winthrop
Officers
John F. Cogan, Jr., President
Osbert M. Hood, Executive
Vice President
Vincent Nave, Treasurer
Dorothy E. Bourassa, Secretary
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Legal Counsel
Wilmer Cutler Pickering Hale and Dorr LLP
Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Shareowner Services and Sub-Transfer Agent
Mellon Investor Services LLC
Preferred Share Auction/Transfer Agent and Registrar
Deutsche Bank Trust Company Americas
Investment Subadviser
Highland Capital Management, L.P.
Sub-Administrator
Princeton Administrators, L.P.
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 6-month period ended August 31, 2004 is publicly available to
shareowners at www.pioneerfunds.com. This information is also available on the
Securities and Exchange Commission's web site at http://www.sec.gov.
36
--------------------------------------------------------------------------------
HOW TO CONTACT PIONEER
--------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact Mellon
for assistance or information.
You can call Mellon Investor Services LLC for:
Account Information 1-800-710-0935
Telecommunications Device for the Deaf (TDD) 1-800-231-5469
Or write to Mellon Investor Services LLC:
For Write to
General inquiries, lost dividend checks P.O. Box 3315
South Hackensack, NJ
07606-1915
Change of address, account consolidation P.O. Box 3316
South Hackensack, NJ
07606-1916
Lost stock certificates P.O. Box 3317
South Hackensack, NJ
07606-1917
Stock transfer P.O. Box 3312
South Hackensack, NJ
07606-1912
Dividend reinvestment plan (DRIP) P.O. Box 3338
South Hackensack, NJ
07606-1938
For additional information, please contact your investment advisor or visit
our web site www.pioneerfunds.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. Shareholders 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.
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.
N/A
(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.
N/A
(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.
N/A
(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.
N/A
(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 Fund's independent auditor, Ernst & Young
LLP ("E&Y"), has advised the Securities
and Exchange Commission, the Public Company
Accounting Oversight Board, and the Audit
Committee of the Fund's Board of Trustees that
certain non-audit work performed by E&Y's China
affiliate raised questions regarding E&Y's
independence with respect to its performance of
audit services for the Fund. In July 2004, E&Y
became aware that member firms in China ("E&Y
China") provided certain tax services to offices of
UniCredito Italiano, S.p.A. ("UCI"), a member of
the Fund's Investment Company Complex. The
services included receipt and disbursement of
monies transferred to E&Y China by UCI in
payment of individual expatriate income taxes due
on returns prepared by E&Y China for certain UCI
employees located in China from October 1998 to
May 2003. E&Y became auditors of the Fund in
May 2002. These expatriate tax services were
discontinued in May 2003. The fees received by
E&Y China for all such services totaled $3,685.
The Fund's Audit Committee and E&Y have
discussed the matter, including the nature of the
services provided, the personnel involved in
providing the services and the fees received by
E&Y for performing the services. E&Y has informed
the Audit Committee that based on its internal reviews
and the de minimis nature of the services provided and
fees received, it does not believe its independence
with respect to the Fund has been impaired.
N/A
(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.
N/A
ITEMS 5-6. [RESERVED]
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.
N/A
ITEM 8. [RESERVED]
ITEM 9. 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 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.
ITEM 10. 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 July 29, 2005
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 July 29, 2005
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date July 29, 2005
* Print the name and title of each signing officer under his or her signature.