Annual Report by Investment Company (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
under the Investment Company Act of 1940 (17 CFR
Commission may use the information provided on Form
in its regulatory, disclosure review, inspection, and policymaking roles.
and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form
unless the Form displays a currently valid
Ticker Symbol: PHD
|
2 | |
11 | |
12 | |
13 | |
14 | |
41 | |
46 | |
66 | |
68 | |
69 | |
100 | |
102 | |
107 |
|
Q
|
How did the Fund perform during the 12-month period ended
|
A
|
|
During the same 12-month period, the average retuat NAV of the 70 closed-end funds in Morningstar's Bank Loan Closed End Funds category (which may or may not be leveraged) was 11.95%, while the same closed-end fund Morningstar category's average retuat market price was 20.95%. | |
The shares of the Fund were selling at a 4.45% discount to NAV on |
|
On |
|
Q
|
Which of the Fund's investment strategies and individual portfolio holdings contributed positively to the Fund's benchmark-relative performance during the 12-month period?
|
A
|
The Fund is leveraged, which proved additive to benchmark relative returns during the 12-month period given by the market's positive performance during the period. |
* | The 30-day |
Early in the period we were concerned that the loan market would experience a decrease in refinancing activity, leading to a constrained supply. Given the spread tightening in investment grade corporates, collateralized loan obligations (CLOs) started refinancing their debt, which eased the technical issues and enabled the market to initiate new CLO creation. This is significant, as CLOs represent two-thirds of the loan market. 2024 will be noted as a record year in CLO issuance and a high level of refinancing for the loan market. From a retail perspective, the loan asset class began the period in outflows, but as it became clear that the |
|
The Fund's allocation to lower quality loans, including loans in the high CCC-rated category, also added to performance relative to the benchmark. An overweight allocation to the high CCC-rated loans category had a positive impact on performance. Overall security selection in the CCC-rated loans category outperformed the benchmark. | |
In sector terms, security selection and a large overweight in the health care sector helped the Fund's benchmark-relative performance, along with credit selection within both the electronic equipment and commercial services sectors. | |
The top three positive contributors to the Fund's benchmark-relative performance included US Renal, |
|
in |
|
Out-of-benchmark exposure to residential mortgage-backed securities and high yield corporate bonds were also beneficial to the Fund's benchmark-relative performance. The Fund has maintained a modest out-of-benchmark exposure to high yield corporate bonds, as the Fund has captured attractive book yields to support shareholder income and shorter settlement periods for portfolio flexibility. | |
Q
|
Which investment strategies and individual security selections detracted from the Fund's benchmark-relative performance results during the 12-month period ended
|
A
|
On the downside, allocations to the diversified telecommunication services, entertainment, and aerospace and defense sectors detracted from Fund performance relative to the benchmark. |
The three most significant detractors from benchmark-relative performance selection included Magenta Buyer, |
|
The Fund's allocation to insurance-linked securities also detracted from the Fund's benchmark-relative performance, despite positive returns, as spread widening within the asset class reduced returns compared to bank loans and corporate high yield bonds. |
Q
|
Did the Fund's distributions
**
to stockholders change during the 12-month period ended
|
A
|
The Fund decreased the monthly distribution rate from |
Q
|
How did the level of leverage in the Fund change during the 12-month period ended
|
A
|
The Fund employs leverage through a credit agreement. As of |
Q
|
Did the Fund have any exposure to derivatives during the 12-month period ended
|
A
|
The Fund had exposure to forward foreign currency exchange contracts during the period, which had a negligible effect on performance. We typically employ forward foreign currency exchange contracts in an effort to mitigate currency risk in the Fund's credit exposures that are not denominated in US dollars. For example, the Fund entered into a foreign currency exchange |
** | Distributions are not guaranteed. |
|
contract with respect to the Mexican Peso, in an effort to hedge the Fund's exposure to securities of AeroMexico, a |
|
Q
|
What is your investment outlook, and how is the Fund positioned heading into its new fiscal year?
|
A
|
The US economy experienced stronger growth than anticipated in 2024, but appeared to be gradually decelerating as the period came to a close. The once overheated labor market has cooled, with companies reducing their hiring rates, yet layoffs have remained relatively low thus far. To trigger a recession in the US, an increase in layoffs is likely necessary. Although the |
A Fed Funds rate cut, the first rate action since |
Expenditures (PCE) inflation to 2.2%, which is close to the Fed's 2.0% target, rather than by major concerns regarding growth. He also noted that the timing and extent of future rate cuts would be contingent on economic data, particularly employment figures, and he refrained from endorsing market predictions of another 50-basis point cut at one of the remaining meetings of the year. | |
The default rate on loans (defined here as missed interest or principal payments) for the 12 months ended |
|
Over the near-term, we believe loans could continue to provide attractive yields relative to many other fixed income assets under the "higher for longer" theme. The combination of two significant repricing periods in the last 12 months for loans, which lowered credit spreads by approximately 57 basis points, as well as a rate cut in |
|
We expect to keep the Fund's allocations to CLOs, residential mortgage backed securities (RMBS), and insurance-linked securities consistent going into 2025. Each of these asset classes pay interest at rates that adjust or "float" periodically based on a specified interest rate or other reference rate, and, in our view, enhance the potential earning profile of the Fund. During the period, we lowered the Fund's exposure to corporate high yield bonds in an effort to reduce duration and capitalize on price appreciation, and redeployed capital into loans that are providing higher yields. We expect to continue to adopt that same strategy over the near term, as the market allows. |
|
|
(As a percentage of total investments)* | ||
1. | +
350 bps), |
1.08% |
2. | +
425 bps), |
1.05 |
3. | +
425 bps), |
0.99 |
4. | +
500 bps), |
0.96 |
5. | +
325 bps), |
0.92 |
6. | +
500 bps), |
0.87 |
7. | +
550 bps), |
0.85 |
8. | +
475 bps), |
0.81 |
9. | +
600 bps), |
0.80 |
10. | +
325 bps), |
0.79 |
|
|
|
|
Market Value | ||
Discount | (4.45)% | (10.90)% |
|
|
|
Net Asset Value |
Net Investment
Income |
Short-Term
Capital Gains |
Long-Term
Capital Gains |
|
$- | $- |
|
|
|
30-Day SEC Yield | 8.32% | 10.45% |
Average Annual Total Return
(As of
|
|||
Period
|
Net
Asset Value (NAV) |
Market
Price |
Morningstar
LSTA US Leveraged Loan Total RetuIndex |
10 Years | 5.69% | 6.49% | 4.96% |
5 Years | 6.50 | 8.02 | 6.07 |
1 Year | 14.59 | 22.88 | 10.13 |
You cannot invest directly in an index.
|
Principal
Amount USD ($) |
Value
|
|||||
UNAFFILIATED ISSUERS - 151.8%
|
||||||
Senior Secured Floating Rate Loan
Interests - 126.1% of Net Assets*(a)
|
||||||
Advanced Materials - 1.6%
|
||||||
840,495 | +
300 bps), |
$ 844,277 | ||||
1,335,605 | +
475 bps), |
1,231,428 | ||||
Total Advanced Materials
|
$
2,075,705
|
|||||
Advertising Sales - 0.4%
|
||||||
522,568 | +
400 bps), |
$ 524,365 | ||||
Total Advertising Sales
|
$
524,365
|
|||||
Advertising Services - 1.9%
|
||||||
955,653 | +
350 bps), |
$ 960,431 | ||||
550,000(b) | 501,703 | |||||
970,169 | +
500 bps), |
979,871 | ||||
Total Advertising Services
|
$
2,442,005
|
|||||
Airlines - 1.1%
|
||||||
719,444 | +
475 bps), |
$ 743,351 | ||||
494,950 | +
275 bps), |
497,398 | ||||
125,103 | +
375 bps), |
127,783 | ||||
|
$
1,368,532
|
|||||
Apparel Manufacturers - 0.2%
|
||||||
257,013 | +
375 bps), |
$ 258,138 | ||||
Total Apparel Manufacturers
|
$
258,138
|
|||||
Appliances - 0.9%
|
||||||
1,147,145 | +
350 bps), |
$ 1,157,644 | ||||
Total Appliances
|
$
1,157,644
|
|||||
Principal
Amount USD ($) |
Value
|
|||||
|
||||||
353,737 | +
325 bps), |
$ 354,428 | ||||
947,564 | +
350 bps), |
953,012 | ||||
539,205 | +
350 bps), |
537,407 | ||||
478,274 | +
350 bps), |
473,990 | ||||
872,276(c) | +
650 bps), |
68,692 | ||||
1,448,639 | +
300 bps), |
1,442,120 | ||||
607,243 | +
200 bps), |
610,754 | ||||
494,000 | +
300 bps), |
498,117 | ||||
|
$
4,938,520
|
|||||
Athletic Equipment - 0.5%
|
||||||
174,563 | +
275 bps), |
$ 175,326 | ||||
402,975 | +
450 bps), |
407,887 | ||||
Total Athletic Equipment
|
$
583,213
|
|||||
|
||||||
410,686 | +
275 bps), |
$ 413,852 | ||||
636,734 | +
300 bps), |
640,714 | ||||
1,820,013 | +
500 bps), |
1,761,317 | ||||
1,983,960 | +
425 bps), |
1,930,465 | ||||
|
$
4,746,348
|
|||||
Auto Repair Centers - 1.5%
|
||||||
691,000 | +
275 bps), |
$ 699,781 | ||||
1,261,875 | +
475 bps), |
1,221,811 | ||||
Total Auto Repair Centers
|
$
1,921,592
|
|||||
|
Principal
Amount USD ($) |
Value
|
|||||
Auto-Truck Trailers - 0.7%
|
||||||
975,000 | +
500 bps), |
$ 954,281 | ||||
Total Auto-Truck Trailers
|
$
954,281
|
|||||
Beverages - 1.0%
|
||||||
491,288 | +
325 bps), |
$ 493,130 | ||||
770,431 | +
400 bps), |
777,052 | ||||
Total Beverages
|
$
1,270,182
|
|||||
Broadcast Service & Programing - 0.4%
|
||||||
467,274 | +
325 bps), |
$ 467,274 | ||||
Total Broadcast Service & Programing
|
$
467,274
|
|||||
Building & Construction - 1.1%
|
||||||
500,000 | +
675 bps), |
$ 492,813 | ||||
966,507 | +
350 bps), |
973,756 | ||||
|
$
1,466,569
|
|||||
Building & Construction Products - 2.0%
|
||||||
486,250 | +
375 bps), |
$ 489,289 | ||||
1,429,131 | +
325 bps), |
1,349,814 | ||||
487,380 | +
475 bps), |
470,322 | ||||
248,750 | +
375 bps), |
250,978 | ||||
|
$
2,560,403
|
|||||
Building Production - 0.9%
|
||||||
317,495 | +
200 bps), |
$ 317,812 | ||||
740,662 | +
300 bps), |
745,755 | ||||
131,340 | +
175 bps), |
131,856 | ||||
Total
|
$
1,195,423
|
|||||
Principal
Amount USD ($) |
Value
|
|||||
|
||||||
221,346 | +
250 bps), |
$ 221,899 | ||||
|
$
221,899
|
|||||
|
||||||
700,000 | +
250 bps), |
$ 702,188 | ||||
732,997 | +
325 bps), |
736,754 | ||||
|
$
1,438,942
|
|||||
Cable & Satellite Television - 1.5%
|
||||||
483,295 | +
525 bps), |
$ 478,260 | ||||
1,021,247 | Radiate +
325 bps), |
893,379 | ||||
500,000 | +
325 bps), |
497,148 | ||||
Total Cable & Satellite Television
|
$
1,868,787
|
|||||
|
||||||
1,479,769 | +
600 bps), |
$ 1,457,573 | ||||
775,007 | +
350 bps), |
780,214 | ||||
|
$
2,237,787
|
|||||
|
||||||
264,670 | +
225 bps), |
$ 266,573 | ||||
705,156 | +
250 bps), |
707,866 | ||||
33,618 | +
765 bps), |
31,097 | ||||
67,437 | +
765 bps), |
54,624 | ||||
|
$
1,060,160
|
|||||
|
||||||
1,902,824 | +
550 bps), |
$ 1,562,694 | ||||
534,761 | +
400 bps), |
539,106 | ||||
|
$
2,101,800
|
|||||
|
Principal
Amount USD ($) |
Value
|
|||||
Chemicals-Diversified - 3.1%
|
||||||
1,000,000 | +
700 bps), |
$ 992,500 | ||||
194,074 | +
425 bps), |
195,287 | ||||
447,750 | +
425 bps), |
446,910 | ||||
296,250 | +
375 bps), |
293,287 | ||||
687,750 | +
325 bps), |
691,476 | ||||
1,295,084 | +
350 bps), |
1,303,583 | ||||
Total Chemicals-Diversified
|
$
3,923,043
|
|||||
Chemicals-Plastics - 0.3%
|
||||||
397,987 | +
350 bps), |
$ 401,552 | ||||
Total Chemicals-Plastics
|
$
401,552
|
|||||
Chemicals-Specialty - 3.8%
|
||||||
347,510 | +
200 bps), |
$ 349,682 | ||||
731,271 | +
175 bps), |
734,836 | ||||
746,240 | +
175 bps), |
751,171 | ||||
246,884 | +
200 bps), |
248,350 | ||||
563,734 | +
375 bps), |
563,733 | ||||
409,000(b) | 411,301 | |||||
438,594 | +
325 bps), |
442,431 | ||||
396,007 | +
325 bps), |
400,215 | ||||
962,447 | +
350 bps), |
971,813 | ||||
Total Chemicals-Specialty
|
$
4,873,532
|
|||||
Commercial Services - 2.2%
|
||||||
493,737 | +
275 bps), |
$ 495,589 | ||||
830,206(b) | 837,643 |
Principal
Amount USD ($) |
Value
|
|||||
Commercial Services - (continued)
|
||||||
997,500 | +
550 bps), |
$ 955,522 | ||||
224,923 | +
375 bps), |
226,141 | ||||
332,500 | +
225 bps), |
333,331 | ||||
Total Commercial Services
|
$
2,848,226
|
|||||
Computer Data Security - 0.9%
|
||||||
1,142,577(b) | +
400 bps), |
$ 1,137,460 | ||||
Total Computer Data Security
|
$
1,137,460
|
|||||
Computer Services - 2.8%
|
||||||
1,377,575 | +
350 bps), |
$ 1,390,705 | ||||
353,000 | +
225 bps), |
351,786 | ||||
889,000 | Fortress Intermediate 3, Inc., Initial Term Loan, 8.073% (Term SOFR
+
350 bps), |
892,611 | ||||
944,345 | +
375 bps), |
889,202 | ||||
Total Computer Services
|
$
3,524,304
|
|||||
|
||||||
1,218,750 | +
375 bps), |
$ 1,144,102 | ||||
|
$
1,144,102
|
|||||
Computers-Integrated Systems - 0.4%
|
||||||
545,867 | +
375 bps), |
$ 548,255 | ||||
Total Computers-Integrated Systems
|
$
548,255
|
|||||
Consulting Services - 1.4%
|
||||||
1,018,996 | +
425 bps), |
$ 1,029,610 | ||||
741,000 | +
325 bps), |
748,410 | ||||
Total Consulting Services
|
$
1,778,020
|
|||||
Containers-Paper & Plastic - 1.2%
|
||||||
765,214 | +
400 bps), |
$ 770,715 |
|
Principal
Amount USD ($) |
Value
|
|||||
Containers-Paper & Plastic - (continued)
|
||||||
344,138 | +
275 bps), |
$ 346,719 | ||||
398,000 | +
375 bps), |
402,726 | ||||
Total Containers-Paper & Plastic
|
$
1,520,160
|
|||||
Cruise Lines - 0.8%
|
||||||
622,506 | +
275 bps), |
$ 627,564 | ||||
390,000 | +
300 bps), |
392,437 | ||||
Total Cruise Lines
|
$
1,020,001
|
|||||
Diagnostic Equipment - 0.4%
|
||||||
489,873 | +
375 bps), |
$ 470,891 | ||||
Total Diagnostic Equipment
|
$
470,891
|
|||||
Dialysis Centers - 1.3%
|
||||||
1,697,959 | +
500 bps), |
$ 1,596,081 | ||||
Total Dialysis Centers
|
$
1,596,081
|
|||||
Direct Marketing - 0.5%
|
||||||
667,101 | +
300 bps), |
$ 670,520 | ||||
Total Direct Marketing
|
$
670,520
|
|||||
Disposable Medical Products - 0.6%
|
||||||
449,721 | +
225 bps), |
$ 452,773 | ||||
369,471 | +
325 bps), |
370,280 | ||||
Total Disposable Medical Products
|
$
823,053
|
|||||
Distribution & Wholesale - 2.1%
|
||||||
495,013 | +
450 bps), |
$ 496,714 | ||||
585,000 | +
425 bps), |
586,682 | ||||
807,975(b) | 814,540 |
Principal
Amount USD ($) |
Value
|
|||||
Distribution & Wholesale - (continued)
|
||||||
431,922 | +
225 bps), |
$ 434,671 | ||||
402,200 | +
350 bps), |
405,594 | ||||
Total Distribution & Wholesale
|
$
2,738,201
|
|||||
E-Commerce - 0.6%
|
||||||
310,000 | +
175 bps), |
$ 310,000 | ||||
491,247 | +
475 bps), |
493,703 | ||||
Total E-Commerce
|
$
803,703
|
|||||
Electric-Generation - 2.9%
|
||||||
354,000 | +
275 bps), |
$ 357,255 | ||||
1,098,505 | +
525 bps), |
1,103,311 | ||||
410,000 | +
425 bps), |
416,235 | ||||
386,531 | +
375 bps), |
390,327 | ||||
497,494 | +
200 bps), |
500,634 | ||||
905,450 | +
275 bps), |
912,369 | ||||
Total Electric-Generation
|
$
3,680,131
|
|||||
Electric-Integrated - 1.1%
|
||||||
1,050,244 | +
225 bps), |
$ 1,056,340 | ||||
259,806 | +
350 bps), |
261,836 | ||||
111,905 | +
350 bps), |
112,744 | ||||
Total Electric-Integrated
|
$
1,430,920
|
|||||
Electronic Composition - 0.7%
|
||||||
1,007,292 | +
625 bps), |
$ 953,150 | ||||
Total Electronic Composition
|
$
953,150
|
|||||
|
Principal
Amount USD ($) |
Value
|
|||||
Engines - 1.1%
|
||||||
423,721 | +
450 bps), |
$ 426,559 | ||||
1,013,343 | +
600 bps), |
999,409 | ||||
Total Engines
|
$
1,425,968
|
|||||
|
||||||
1,172,590(b) | +
375 bps), |
$ 1,177,720 | ||||
320,000 | +
350 bps), |
322,800 | ||||
177,374 | +
175 bps), |
177,928 | ||||
631,825 | +
375 bps), |
636,011 | ||||
|
$
2,314,459
|
|||||
|
||||||
500,000(b) | $ 502,813 | |||||
|
$
502,813
|
|||||
Finance-Investment Banker - 1.4%
|
||||||
766,000 | +
200 bps), |
$ 770,213 | ||||
686,285 | +
300 bps), |
689,545 | ||||
360,000 | +
300 bps), |
357,750 | ||||
Total Finance-Investment Banker
|
$
1,817,508
|
|||||
|
||||||
411,009 | +
275 bps), |
$ 413,424 | ||||
374,012 | +
250 bps), |
375,674 | ||||
456,524 | Fly Funding II S.a r.l., Replacement Loan, 8.50% (LIBOR
+
75 bps), |
450,105 | ||||
|
$
1,239,203
|
|||||
Principal
Amount USD ($) |
Value
|
|||||
Food-Confectionery - 0.7%
|
||||||
897,750 | +
400 bps), |
$ 904,553 | ||||
Total Food-Confectionery
|
$
904,553
|
|||||
Food-Dairy Products - 1.3%
|
||||||
1,680,000 | +
325 bps), |
$ 1,693,475 | ||||
Total Food-Dairy Products
|
$
1,693,475
|
|||||
Food-Miscellaneous/Diversified - 1.1%
|
||||||
700,000 | +
350 bps), |
$ 701,063 | ||||
635,714 | +
250 bps), |
640,481 | ||||
Total Food-Miscellaneous/Diversified
|
$
1,341,544
|
|||||
Footwear & Related Apparel - 0.2%
|
||||||
215,625 | +
225 bps), |
$ 217,296 | ||||
Total Footwear & Related Apparel
|
$
217,296
|
|||||
Gambling (
|
||||||
223,313 | +
200 bps), |
$ 224,485 | ||||
492,500 | +
225 bps), |
493,854 | ||||
Total Gambling (
|
$
718,339
|
|||||
Golf - 0.5%
|
||||||
661,500 | +
300 bps), |
$ 659,364 | ||||
Total Golf
|
$
659,364
|
|||||
Hazardous Waste Disposal - 0.6%
|
||||||
749,425 | +
400 bps), |
$ 755,982 | ||||
Total Hazardous Waste Disposal
|
$
755,982
|
|||||
Home Furnishings - 0.4%
|
||||||
496,000 | +
250 bps), |
$ 499,307 | ||||
Total Home Furnishings
|
$
499,307
|
|||||
|
Principal
Amount USD ($) |
Value
|
|||||
Hotels & Motels - 1.1%
|
||||||
919,634 | +
275 bps), |
$ 921,646 | ||||
492,528 | Travel
+
+
325 bps), |
496,016 | ||||
|
$
1,417,662
|
|||||
Human Resources - 0.5%
|
||||||
965,000 | +
425 bps), |
$ 599,909 | ||||
Total Human Resources
|
$
599,909
|
|||||
Independent Power Producer - 0.4%
|
||||||
457,663 | +
350 bps), |
$ 461,668 | ||||
Total Independent Power Producer
|
$
461,668
|
|||||
Insurance Brokers - 0.8%
|
||||||
634,313 | +
350 bps), |
$ 637,924 | ||||
376,209 | +
275 bps), |
378,843 | ||||
Total Insurance Brokers
|
$
1,016,767
|
|||||
Internet Content - 1.1%
|
||||||
1,364,867(b) | +
425 bps), |
$ 1,368,534 | ||||
Total Internet Content
|
$
1,368,534
|
|||||
|
||||||
407,000 | +
375 bps), |
$ 410,459 | ||||
420,312 | +
400 bps), |
422,545 | ||||
|
$
833,004
|
|||||
Investment Management & Advisory Services - 2.3%
|
||||||
642,934 | +
325 bps), |
$ 646,631 | ||||
320,000(b) | 321,600 | |||||
583,519 | +
325 bps), |
587,765 | ||||
245,899 | +
325 bps), |
248,435 |
Principal
Amount USD ($) |
Value
|
|||||
Investment Management & Advisory Services -
(continued) |
||||||
190,000 | +
300 bps), |
$ 191,306 | ||||
1,037,836 | +
500 bps), |
981,729 | ||||
|
$
2,977,466
|
|||||
Lasers-System & Components - 0.6%
|
||||||
767,402 | +
250 bps), |
$ 772,870 | ||||
Total Lasers-Syst/Components
|
$
772,870
|
|||||
Lottery Services - 0.6%
|
||||||
788,000 | +
300 bps), |
$ 791,546 | ||||
Total Lottery Services
|
$
791,546
|
|||||
Machinery-Electrical - 0.4%
|
||||||
490,000 | +
400 bps), |
$ 495,819 | ||||
Total Machinery-Electrical
|
$
495,819
|
|||||
Medical Diagnostic Imaging - 0.9%
|
||||||
1,071,990 | +
475 bps), |
$ 1,083,246 | ||||
Total Medical Diagnostic Imaging
|
$
1,083,246
|
|||||
Medical Information Systems - 1.4%
|
||||||
784,285 | athenahealth +
325 bps), |
$ 788,534 | ||||
967,500 | One +
550 bps), |
946,537 | ||||
Total Medical Information Systems
|
$
1,735,071
|
|||||
|
||||||
714,375 | +
475 bps), |
$ 721,023 | ||||
977,200 | eResearchTechnology, Inc., First Lien Tranche B-1 Term Loan, 8.573% (Term SOFR
+
400 bps), |
985,140 | ||||
988,644 | +
325 bps), |
997,642 | ||||
494,897 | +
425 bps), |
494,313 | ||||
|
$
3,198,118
|
|||||
|
Principal
Amount USD ($) |
Value
|
|||||
Medical Products - 0.8%
|
||||||
57,033(b) | +
350 bps), |
$ 57,661 | ||||
982,116(b) | +
350 bps), |
992,919 | ||||
Total Medical Products
|
$
1,050,580
|
|||||
Medical-Drugs - 2.6%
|
||||||
958,991(b) | $ 946,884 | |||||
500,000 | +
400 bps), |
501,354 | ||||
527,350 | +
325 bps), |
531,964 | ||||
714,561 | +
225 bps), |
718,709 | ||||
705,883 | +
475 bps), |
667,941 | ||||
Total Medical-Drugs
|
$
3,366,852
|
|||||
Medical-Generic Drugs - 1.0%
|
||||||
907,656 | +
550 bps), |
$ 930,348 | ||||
355,175 | +
225 bps), |
355,618 | ||||
Total Medical-Generic Drugs
|
$
1,285,966
|
|||||
Medical-Hospitals - 1.3%
|
||||||
264,050 | +
100 bps), |
$ 197,872 | ||||
972,490 | +
525 bps), |
596,258 | ||||
892,762 | +
400 bps), |
896,389 | ||||
Total Medical-Hospitals
|
$
1,690,519
|
|||||
Medical-Wholesale Drug Distribution - 1.4%
|
||||||
443,250 | CVET Midco 2 LP, First Lien Initial Term Loan, 9.604% (Term SOFR
+
500 bps), |
$ 421,918 | ||||
1,478,811 | +
400 bps), |
1,420,028 | ||||
Total Medical-Wholesale Drug Distribution
|
$
1,841,946
|
|||||
Principal
Amount USD ($) |
Value
|
|||||
Metal Processors & Fabrication - 1.1%
|
||||||
727,219(b) | $ 728,583 | |||||
724,224 | +
375 bps), |
710,645 | ||||
Total Metal Processors & Fabrication
|
$
1,439,228
|
|||||
Metal-Aluminum - 1.1%
|
||||||
1,430,846 | +
325 bps), |
$ 1,444,439 | ||||
Total Metal-Aluminum
|
$
1,444,439
|
|||||
Mining Services - 0.1%
|
||||||
177,526 | +
210 bps), |
$ 173,975 | ||||
Total Mining Services
|
$
173,975
|
|||||
Non-hazardous Waste Disposal - 0.4%
|
||||||
496,000 | +
350 bps), |
$ 497,860 | ||||
Total Non-hazardous Waste Disposal
|
$
497,860
|
|||||
Office Automation & Equipment - 0.7%
|
||||||
868,500 | +
400 bps), |
$ 873,928 | ||||
Total Office Automation & Equipment
|
$
873,928
|
|||||
Oil & Gas Drilling - 0.6%
|
||||||
700,000 | +
475 bps), |
$ 701,968 | ||||
Total Oil & Gas Drilling
|
$
701,968
|
|||||
Pastoral & Agricultural - 0.5%
|
||||||
632,125 | +
400 bps), |
$ 635,944 | ||||
Total Pastoral & Agricultural
|
$
635,944
|
|||||
Pharmacy Services - 0.3%
|
||||||
340,375 | +
225 bps), |
$ 342,821 | ||||
Total Pharmacy Services
|
$
342,821
|
|||||
Physical Practice Management - 0.3%
|
||||||
424,132 | +
350 bps), |
$ 388,081 | ||||
Total Physical Practice Management
|
$
388,081
|
|||||
|
Principal
Amount USD ($) |
Value
|
|||||
Physical Therapy & Rehabilitation Centers - 2.1%
|
||||||
914,667 | +
425 bps), |
$ 834,633 | ||||
2,151,533 | +
425 bps), |
1,805,496 | ||||
Total Physical Therapy & Rehabilitation Centers
|
$
2,640,129
|
|||||
Pipelines - 3.6%
|
||||||
1,057,188 | +
350 bps), |
$ 1,066,438 | ||||
646,708 | +
200 bps), |
648,999 | ||||
352,000 | +
300 bps), |
354,948 | ||||
208,609 | +
250 bps), |
210,434 | ||||
466,242 | +
450 bps), |
469,447 | ||||
920,375 | +
375 bps), |
925,552 | ||||
953,261 | +
300 bps), |
961,007 | ||||
Total Pipelines
|
$
4,636,825
|
|||||
Printing-Commercial - 0.3%
|
||||||
383,075 | +
300 bps), |
$ 385,709 | ||||
Total Printing-Commercial
|
$
385,709
|
|||||
|
||||||
350,804 | +
200 bps), |
$ 352,047 | ||||
175,402(b) | 176,023 | |||||
|
$
528,070
|
|||||
|
||||||
308,512 | +
425 bps), |
$ 308,994 | ||||
792,580 | +
400 bps), |
794,562 | ||||
243,698 | +
425 bps), |
245,008 |
Principal
Amount USD ($) |
Value
|
|||||
|
||||||
482,500 | +
325 bps), |
$ 482,953 | ||||
1,348,379 | +
300 bps), |
1,358,703 | ||||
|
$
3,190,220
|
|||||
Protection-Safety - 0.5%
|
||||||
656,704 | +
225 bps), |
$ 659,076 | ||||
Total Protection-Safety
|
$
659,076
|
|||||
Publishing - 1.8%
|
||||||
845,750 | +
375 bps), |
$ 850,376 | ||||
784,000 | +
525 bps), |
772,240 | ||||
652,059 | +
400 bps), |
660,698 | ||||
|
$
2,283,314
|
|||||
Publishing-Periodicals - 0.3%
|
||||||
365,646 | +
325 bps), |
$ 366,789 | ||||
Total Publishing-Periodicals
|
$
366,789
|
|||||
Recreational Centers - 1.9%
|
||||||
917,700 | +
425 bps), |
$ 924,869 | ||||
1,374,343 | +
525 bps), |
1,381,501 | ||||
175,000 | +
250 bps), |
176,148 | ||||
Total Recreational Centers
|
$
2,482,518
|
|||||
Recycling - 0.6%
|
||||||
823,104 | +
450 bps), |
$ 818,989 | ||||
|
$
818,989
|
|||||
REITS-Storage - 0.2%
|
||||||
188,575 | +
200 bps), |
$ 189,636 | ||||
Total REITS-Storage
|
$
189,636
|
|||||
|
Principal
Amount USD ($) |
Value
|
|||||
Rental Auto & Equipment - 0.9%
|
||||||
688,275 | Albion Financing 3 S.a r.l. ( +
432 bps), |
$ 695,588 | ||||
415,784 | +
350 bps), |
370,271 | ||||
80,991 | +
350 bps), |
72,125 | ||||
Total Rental Auto & Equipment
|
$
1,137,984
|
|||||
Retail - 6.2%
|
||||||
529,499 | +
375 bps), |
$ 532,726 | ||||
670,732 | +
250 bps), |
662,881 | ||||
997,251 | +
400 bps), |
1,003,484 | ||||
723,365 | +
375 bps), |
725,343 | ||||
969,333(b) | 971,756 | |||||
149,625 | +
300 bps), |
151,152 | ||||
1,015,875 | +
425 bps), |
755,049 | ||||
969,191 | +
325 bps), |
929,454 | ||||
1,015,875 | +
375 bps), |
1,017,526 | ||||
1,218,815 | +
375 bps), |
1,134,260 | ||||
Total Retail
|
$
7,883,631
|
|||||
Retail-Catalog Shopping - 0.3%
|
||||||
487,918 | +
350 bps), |
$ 342,588 | ||||
Total Retail-Catalog Shopping
|
$
342,588
|
|||||
Retail-Misc/Diversified - 0.6%
|
||||||
398,000 | +
325 bps), |
$ 401,607 | ||||
360,000 | +
300 bps), |
362,850 | ||||
Total Retail-Misc/Diversified
|
$
764,457
|
|||||
Principal
Amount USD ($) |
Value
|
|||||
Retail-Restaurants - 0.5%
|
||||||
383,040 | 1011778 +
175 bps), |
$ 383,236 | ||||
250,000 | +
200 bps), |
251,437 | ||||
Total Retail-Restaurants
|
$
634,673
|
|||||
Schools - 0.3%
|
||||||
421,580 | +
400 bps), |
$ 425,137 | ||||
Total Schools
|
$
425,137
|
|||||
Security Services - 2.6%
|
||||||
1,386,457 | +
375 bps), |
$ 1,397,072 | ||||
1,949,859 | +
350 bps), |
1,974,232 | ||||
|
$
3,371,304
|
|||||
Telecom Services - 0.8%
|
||||||
1,009,000 | +
475 bps), |
$ 1,019,090 | ||||
Total Telecom Services
|
$
1,019,090
|
|||||
Telephone-Integrated - 0.8%
|
||||||
500,000 | +
656 bps), |
$ 512,187 | ||||
500,000 | +
656 bps), |
511,920 | ||||
Total Telephone-Integrated
|
$
1,024,107
|
|||||
Television - 0.2%
|
||||||
289,275 | +
525 bps), |
$ 274,585 | ||||
Total Television
|
$
274,585
|
|||||
Theaters - 1.4%
|
||||||
1,190,146 | +
375 bps), |
$ 1,171,302 | ||||
675,000(b) | 673,418 | |||||
|
$
1,844,720
|
|||||
Transportation Services - 2.8%
|
||||||
1,477,000 | +
475 bps), |
$ 1,492,231 | ||||
1,008,068 | +
400 bps), |
1,013,990 |
|
Principal
Amount USD ($) |
Value
|
|||||
Transportation Services - (continued)
|
||||||
368,322 | +
300 bps), |
$ 370,595 | ||||
532,107 | +
300 bps), |
535,377 | ||||
162,725 | +
300 bps), |
163,725 | ||||
|
$
3,575,918
|
|||||
Transport-Rail - 0.3%
|
||||||
332,000 | +
200 bps), |
$ 333,153 | ||||
Total Transport-Rail
|
$
333,153
|
|||||
|
||||||
340,081 | +
175 bps), |
$ 340,383 | ||||
701,512 | +
375 bps), |
708,308 | ||||
|
$
1,048,691
|
|||||
Total Senior Secured Floating Rate Loan Interests
(Cost
|
|
|||||
Shares
|
||||||
Common Stocks - 0.9%
of Net Assets
|
||||||
Construction & Engineering - 0.0%
†
|
||||||
9,729(d) | LB New Holdco | $ 43,781 | ||||
|
$
43,781
|
|||||
Metals & Mining - 0.0%
†
|
||||||
2,625(d) | $ 10,828 | |||||
Total Metals & Mining
|
$
10,828
|
|||||
|
||||||
40,684(d) | $ 885,488 | |||||
|
$
885,488
|
|||||
Pharmaceuticals - 0.2%
|
||||||
7,594(d) | $ 173,143 | |||||
|
$
173,143
|
|||||
Total Common Stocks
(Cost
|
$
1,113,240
|
|||||
Principal
Amount USD ($) |
Value
|
|||||
Asset Backed Securities - 2.3%
of Net
Assets |
||||||
1,000,000(a) | +
726 bps), |
$ 997,849 | ||||
1,000,000 | 1,016,192 | |||||
1,000,000(a) | +
726 bps), |
994,771 | ||||
(Cost
|
$
3,008,812
|
|||||
Collateralized Mortgage
Obligations-2.1% of Net Assets
|
||||||
370,000(a) | +
600 bps), |
$ 389,023 | ||||
230,000(a) | +
780 bps), |
248,775 | ||||
490,000(a) | +
625 bps), |
514,770 | ||||
250,000(a) | +
710 bps), |
267,321 | ||||
320,000(a) | +
850 bps), |
352,668 | ||||
710,000(a) | +
1,061 bps), |
863,143 | ||||
Total Collateralized Mortgage Obligations
(Cost
|
$
2,635,700
|
|||||
Commercial Mortgage-Backed
Securities-1.0% of Net Assets
|
||||||
478,794(a) | +
733 bps), |
$ 483,253 | ||||
37,119(a) | +
636 bps), |
33,742 | ||||
1,000,000 | 770,935 | |||||
(Cost
|
$
1,287,930
|
|||||
|
Principal
Amount USD ($) |
Value
|
|||||
Corporate Bonds - 9.5%
of Net Assets
|
||||||
Advertising - 0.4%
|
||||||
500,000 | $ 482,072 | |||||
|
$
482,072
|
|||||
Banks - 0.9%
|
||||||
1,000,000(e)(f) | Citigroup, Inc., 4.70% (SOFR
+
323 bps) |
$ 995,569 | ||||
255,000(e)(f) | +
286 bps) |
208,036 | ||||
Total Banks
|
$
1,203,605
|
|||||
Chemicals - 1.1%
|
||||||
250,000 | $ 239,998 | |||||
500,000 | 510,964 | |||||
300,000 | 297,089 | |||||
390,000 | 359,259 | |||||
Total Chemicals
|
$
1,407,310
|
|||||
Commercial Services - 0.4%
|
||||||
500,000 | $ 474,637 | |||||
Total Commercial Services
|
$
474,637
|
|||||
Electric - 0.6%
|
||||||
500,000 | $ 506,572 | |||||
300,000 | 286,258 | |||||
|
$
792,830
|
|||||
Internet - 0.4%
|
||||||
500,000 | $ 487,250 | |||||
Total Internet
|
$
487,250
|
|||||
Iron & Steel - 0.3%
|
||||||
500,000 | $ 357,945 | |||||
Total Iron & Steel
|
$
357,945
|
|||||
Lodging - 0.7%
|
||||||
500,000 | $ 455,708 | |||||
500,000 | 477,678 | |||||
Total Lodging
|
$
933,386
|
|||||
Media - 0.8%
|
||||||
300,000 | $ 266,694 |
Principal
Amount USD ($) |
Value
|
|||||
Media - (continued)
|
||||||
200,000 | $ 198,373 | |||||
510,000 | 514,874 | |||||
Total Media
|
$
979,941
|
|||||
Mining - 0.7%
|
||||||
925,000 | $ 951,563 | |||||
Total Mining
|
$
951,563
|
|||||
Oil & Gas - 0.4%
|
||||||
600,000 | $ 580,453 | |||||
|
$
580,453
|
|||||
Pipelines - 0.2%
|
||||||
300,000 | $ 278,669 | |||||
Total Pipelines
|
$
278,669
|
|||||
Real Estate - 0.3%
|
||||||
390,000 | $ 350,623 | |||||
|
$
350,623
|
|||||
REITs - 0.7%
|
||||||
390,000 | $ 401,586 | |||||
500,000 | Uniti Group LP/Uniti Group Finance 2019, Inc./ |
531,197 | ||||
Total REITs
|
$
932,783
|
|||||
Software - 0.8%
|
||||||
500,000 | $ 502,570 | |||||
500,000 | 491,178 | |||||
|
$
993,748
|
|||||
Telecommunications - 0.8%
|
||||||
275,000 | $ 301,812 | |||||
500,000 | 503,923 | |||||
180,000 | 187,934 | |||||
|
$
993,669
|
|||||
Total Corporate Bonds
(Cost
|
$
12,200,484
|
|||||
|
Principal
Amount USD ($) |
Value
|
|||||
of Net
Assets# |
||||||
Event Linked Bonds - 1.4%
|
||||||
Multiperil -
|
||||||
250,000(a) | MatterhoRe, 10.00%, (SOFR
+
525 bps), |
$ 252,000 | ||||
250,000(a) | Residential Re, 9.743%, (3 Month +
0 bps), |
249,991 | ||||
250,000(a) | Residential Re, 10.543%, (3 Month +
605 bps), |
246,175 | ||||
250,000(a) | Sanders Re III, 7.89%, (3 Month +
341 bps), |
249,425 | ||||
$997,591 | ||||||
Windstorm -
|
||||||
250,000(a) | +
959 bps), |
$ 254,375 | ||||
Windstorm -
|
||||||
250,000(a) | Bonanza Re, 9.423%, (3 Month +
493 bps), |
$ 249,500 | ||||
Windstorm -
|
||||||
250,000(a) | Commonwealth Re, 8.248%, (3 Month +
376 bps), |
$ 254,100 | ||||
Total Event Linked Bonds
|
$1,755,566
|
|||||
Face
Amount USD ($) |
||||||
Reinsurance Sidecars - 0.0%
†
|
||||||
Multiperil -
†
|
||||||
250,000(d)(g)
+
|
Harambee Re 2018, |
$ 125 | ||||
250,000(g)
+
|
Harambee Re 2019, |
- | ||||
$125 | ||||||
Multiperil - Worldwide - 0.0%
†
|
||||||
12,278(g)
+
|
Alturas Re 2022-2, |
$ 798 | ||||
199,590(d)(g)
+
|
Lorenz Re 2019, |
1,816 | ||||
$2,614 | ||||||
Total Reinsurance Sidecars
|
$
2,739
|
|||||
(Cost
|
$
1,758,305
|
|||||
Shares
|
Value
|
|||||
SHORT TERM INVESTMENTS - 8.5%
of Net
Assets |
||||||
|
||||||
10,863,350(h) | Dreyfus Government Cash Management, Institutional Shares, 4.52% |
$ 10,863,350 | ||||
$10,863,350 | ||||||
TOTAL SHORT TERM INVESTMENTS
(Cost
|
$
10,863,350
|
|||||
TOTAL INVESTMENTS IN UNAFFILIATED ISSUERS - 151.8%
(Cost
|
|
|||||
OTHER ASSETS AND LIABILITIES - (51.8)%
|
||||||
net assets - 100.0%
|
|
|||||
bps | Basis Points. |
CMT | Constant Maturity Treasury. |
FREMF | Freddie Mac Multifamily Fixed-Rate Mortgage Loans. |
LIBOR | London Interbank Offered Rate. |
REIT | Real Estate Investment Trust. |
SOFR | Secured Overnight Financing Rate. |
SOFR30A | Secured Overnight Financing Rate 30 Day Average. |
(144A) | The resale of such security is exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold normally to qualified institutional buyers. At |
(a) | Floating rate note. Coupon rate, reference index and spread shown at |
(b) | All or a portion of this senior loan position has not settled. Rates do not take effect until settlement date. Rates shown, if any, are for the settled portion. |
(c) | Security is in default. |
(d) | Non-income producing security. |
(e) | Security is perpetual in nature and has no stated maturity date. |
(f) | The interest rate is subject to change periodically. The interest rate and/or reference index and spread shown at |
(g) | Issued as preference shares. |
(h) | Rate periodically changes. Rate disclosed is the 7-day yield at |
|
* | Senior secured floating rate loan interests in which the Fund invests generally pay interest at rates that are periodically re-determined 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 or SOFR, (ii) the prime rate offered by one or more major |
+ | Security is valued using significant unobservable inputs (Level 3). |
† | Amount rounds to less than 0.1%. |
# | Securities are restricted as to resale. |
|
Acquisition date
|
Cost
|
Value
|
Alturas Re 2022-2 | $- | ||
Bonanza Re | 249,804 | 249,500 | |
250,000 | 254,375 | ||
Commonwealth Re | 250,000 | 254,100 | |
Harambee Re 2018 | 4,346 | 125 | |
Harambee Re 2019 | - | - | |
Lorenz Re 2019 | 30,352 | 1,816 | |
MatterhoRe | 250,000 | 252,000 | |
Residential Re | 250,000 | 246,175 | |
Residential Re | 250,000 | 249,991 | |
Sanders Re III | 250,000 | 249,425 | |
|
|||
% of Net assets
|
1.4% |
Currency
Purchased |
In
Exchange for |
Currency
Sold |
Deliver
|
Counterparty
|
Settlement
Date |
Unrealized
Appreciation (Depreciation) |
MXN | 12,195,000 | USD | 600,226 | |||
USD | 1,080,785 | MXN | 21,225,000 | 38,847 | ||
USD | 468,704 | MXN | 9,164,481 | 18,819 | ||
TOTAL FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
|
|
MXN - Mexican Peso |
USD - United States Dollar |
Aggregate gross unrealized appreciation for all investments in which there is an excess of value over tax cost | |
Aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost over value | (4,447,987) |
Net unrealized depreciation |
Level 1 | - | unadjusted quoted prices in active markets for identical securities. |
Level 2 | - | other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.). See Notes to Financial Statements - Note 1A. |
Level 3 | - | significant unobservable inputs (including the Adviser's own assumptions in determining fair value of investments). See Notes to Financial Statements - Note 1A. |
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Senior Secured Floating Rate Loan Interests | $- | $- | ||
Common Stocks | ||||
Construction & Engineering | - | 43,781 | - | 43,781 |
Metals & Mining | - | 10,828 | - | 10,828 |
- | 885,488 | - | 885,488 | |
Pharmaceuticals | 173,143 | - | - | 173,143 |
Asset Backed Securities | - | 3,008,812 | - | 3,008,812 |
Collateralized Mortgage Obligations | - | 2,635,700 | - | 2,635,700 |
- | 1,287,930 | - | 1,287,930 | |
Corporate Bonds | - | 12,200,484 | - | 12,200,484 |
Reinsurance Sidecars | ||||
Multiperil - |
- | - | 125 | 125 |
Multiperil - Worldwide | - | - | 2,614 | 2,614 |
All |
- | 1,755,566 | - | 1,755,566 |
10,863,350 | - | - | 10,863,350 | |
Total Investments in Securities
|
|
|
|
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Other Financial Instruments
|
||||
Credit Agreement
(a)
|
$- | $- | ||
Net unrealized appreciation on forward foreign currency exchange contracts | - | 56,094 | - | 56,094 |
Total Other Financial Instruments
|
$-
|
|
$-
|
|
(a) | The Fund may hold liabilities in which the fair value approximates the carrying amount for financial statement purposes. |
ASSETS:
|
|
Investments in unaffiliated issuers, at value (cost |
|
Cash | 158,979 |
Unrealized appreciation on unfunded loan commitments | 2,484 |
Unrealized appreciation on forward foreign currency exchange contracts | 57,666 |
Distributions paid in advance | 1,051,869 |
Receivables - | |
Investment securities sold | 2,410,354 |
Dividends | 40,599 |
Interest | 1,131,006 |
Other assets | 2,192 |
Total assets
|
|
LIABILITIES:
|
|
Foreign currency due to custodian | |
Payables - | |
Credit agreement | 60,000,000 |
Investment securities purchased | 9,462,797 |
Distributions | 1,051,869 |
Directors' fees | 1,679 |
Interest expense | 302,100 |
Unrealized depreciation on forward foreign currency exchange contracts | 1,572 |
Management fees | 17,951 |
Administrative expenses | 15,229 |
Accrued expenses | 184,813 |
Total liabilities
|
|
NET ASSETS:
|
|
Paid-in capital | |
Distributable earnings (loss) | (79,900,155) |
Net assets
|
|
NET ASSET VALUE PER SHARE:
|
|
Based on |
|
INVESTMENT INCOME:
|
||
Interest from unaffiliated issuers | ||
Dividends from unaffiliated issuers | 329,566 | |
Total Investment Income |
|
|
EXPENSES:
|
||
Management fees | ||
Administrative expenses | 48,151 | |
Transfer agent fees | 16,780 | |
Stockholder communications expense | 31,690 | |
Custodian fees | 16,095 | |
Professional fees | 246,053 | |
Officers' and Directors' fees | 9,446 | |
Insurance expense | 2,193 | |
Interest expense | 3,927,799 | |
Miscellaneous | 233,171 | |
Total expenses | ||
Net investment income |
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
|
||
Net realized gain (loss) on: | ||
Investments in unaffiliated issuers | ||
Forward foreign currency exchange contracts | 30,063 | |
Other assets and liabilities denominated in foreign currencies | 5,206 | |
Change in net unrealized appreciation (depreciation) on: | ||
Investments in unaffiliated issuers | ||
Forward foreign currency exchange contracts | 70,092 | |
Unfunded loan commitments | 8,809 | |
Other assets and liabilities denominated in foreign currencies | (24) | |
Net realized and unrealized gain (loss) on investments |
|
|
Net increase in net assets resulting from operations |
|
Year
Ended |
Year
Ended |
|
FROM OPERATIONS:
|
||
Net investment income (loss) | ||
Net realized gain (loss) on investments | (2,849,664) | (7,583,525) |
Change in net unrealized appreciation (depreciation) on investments | 7,051,645 | 9,337,316 |
Net increase in net assets resulting from operations |
|
|
DISTRIBUTIONS TO COMMON STOCKHOLDERS:
|
||
( |
||
Total distributions to common stockholders | ||
Net increase in net assets
|
|
|
NET ASSETS:
|
||
Beginning of year | ||
End of year |
|
|
|
Cash Flows From Operating Activities
|
|
Net increase in net assets resulting from operations | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash:
|
|
Purchases of investment securities | |
Proceeds from disposition and maturity of investment securities | 158,460,440 |
Net purchases of short term investments | (2,205,213) |
Net accretion and amortization of discount/premium on investment securities | (986,564) |
Net realized loss on investments in unaffiliated issuers | 2,884,933 |
Change in unrealized appreciation on investments in unaffiliated issuers | (6,972,768) |
Change in unrealized appreciation on forward foreign currency exchange contracts | (70,092) |
Change in unrealized appreciation on unfunded loan commitments | (8,809) |
Change in unrealized depreciation on other assets and liabilities denominated in foreign currencies | 24 |
Increase in dividends receivable | (40,599) |
Decrease in interest receivable | 205,540 |
Increase in distributions paid in advance | (1,051,869) |
Increase in other assets | (2,192) |
Increase in management fees payable | 7,266 |
Decrease in administrative expenses payable | (4,744) |
Decrease in accrued expenses payable | (12,454) |
Net cash from operating activities | |
Cash Flows Used In Financing Activities:
|
|
Borrowings repaid | (1,200,000) |
Foreign currency due to custodian | 1,734 |
Increase in interest expense payable | 290,250 |
Distributions to stockholders | (12,591,495) |
Net cash flows used in financing activities | |
Cash Impact From Foreign Exchange Fluctuations
|
|
Cash impact from foreign exchange fluctuations | |
NET INCREASE (DECREASE) IN CASH
|
|
Cash:
|
|
Beginning of year* | |
End of year | |
Cash Flow Information:
|
|
Cash paid for interest |
* | The following table provides a reconciliation of cash reported in the Statement of Assets and Liabilities that sum to the total of the same such amounts shown in the Statement of Cash Flows: |
Year Ended
|
Year Ended
|
|
Cash | ||
Total cash shown in the Statement of Cash Flows
|
|
|
Year
Ended |
Year
Ended |
Year
Ended |
Year
Ended |
Year
Ended |
|
Per Share Operating Performance
|
|||||
Net asset value, beginning of period | |||||
Increase (decrease) from investment operations:(a) | |||||
Net investment income (loss) | |||||
Net realized and unrealized gain (loss) on investments | 0.33 | 0.14 | (1.77) | 0.24 | (0.60) |
Net increase (decrease) from investment operations
|
|
|
|
|
|
Accretion to net asset value due to tender offer | - | - | - | 0.17(b) | - |
Distributions to stockholders: | |||||
Net investment income and previously undistributed net investment income | |||||
Tax retuof capital | - | - | - | (0.03) | - |
Total distributions
|
|
|
|
|
|
Net increase (decrease) in net asset value
|
|
|
|
|
|
Net asset value, end of period | |||||
Market value, end of period | |||||
Total retuat net asset value(d)
|
14.59%
|
15.06%
|
(7.72)%
|
10.54%
|
1.89%
|
Total retuat market value(d)
|
22.88%
|
12.79%
|
(18.38)%
|
18.25%
|
9.96%
|
Ratios to average net assets of stockholders: | |||||
Total expenses plus interest expense(e) | 4.58% | 4.25% | 2.45% | 1.97% | 2.58% |
Net investment income available to stockholders | 9.75% | 11.28% | 7.70% | 6.25% | 6.26% |
Portfolio turnover rate | 67% | 35% | 23% | 51% | 73% |
Net assets, end of period (in thousands) | |||||
Total amount of debt outstanding (in thousands) | |||||
Asset coverage per |
(a) | The common share data presented above is based on the average shares outstanding for the period presented. |
(b) | See Notes to the Financial Statements Note 10. for additional information. |
(c) | The amount of distributions made to stockholders during the year were in excess of the net investment income earned by the Fund during the year. The Fund has accumulated undistributed net investment income which is part of the Fund's net asset value ("NAV"). A portion of the accumulated net investment income was distributed to stockholders during the year. |
(d) | Total investment retuis calculated assuming a purchase of common shares at the current net asset value or market value on the first day and a sale at the current net asset value or market value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Fund's dividend reinvestment plan. Total investment retudoes not reflect brokerage commissions. Past performance is not a guarantee of future results. |
(e) | Includes interest expense of 3.08%, 2.85%, 1.11%, 0.47% and 0.70%, respectively. |
|
A.
|
Security Valuation
|
The net asset value of the Fund is computed once daily, on each day the |
|
Loan interests are valued at the mean between the last available bid and asked prices from one or more brokers or dealers as obtained from |
|
Fixed income securities are valued by using prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, |
|
Event-linked bonds are valued at the bid price obtained from an independent third party pricing service. Other insurance-linked securities (including reinsurance sidecars, collateralized reinsurance and industry loss warranties) may be valued at the bid price obtained from an independent pricing service, or through a third party using a pricing matrix, insurance valuation models, or other fair value methods or techniques to provide an estimated value of the instrument. |
|
Equity securities that have traded on an exchange are valued by using the last sale price on the principal exchange where they are traded. Equity securities that have not traded on the date of valuation, or securities for which sale prices are not available, generally are valued using the mean between the last bid and asked prices or, if both last bid and asked prices are not available, at the last quoted bid price. Last sale and bid and asked prices are provided by independent third party pricing services. In the case of equity securities not traded on an exchange, prices are typically determined by independent third party pricing services using a variety of techniques and methods. | |
Forward foreign currency exchange contracts are valued daily using the foreign exchange rate or, for longer term forward contract positions, the spot currency rate and the forward points on a daily basis, in each case provided by a third party pricing service. Contracts whose forward settlement date falls between two quoted days are valued by interpolation. | |
Shares of open-end registered investment companies (including money market mutual funds) are valued at such funds' net asset value. Shares of exchange-listed closed-end funds are valued by using the last sale price on the principal exchange where they are traded. | |
Securities or loan interests for which independent pricing services or broker-dealers are unable to supply prices or for which market prices and/or quotations are not readily available or are considered to be unreliable are valued by a fair valuation team comprised of certain personnel of the Adviser. The Adviser is designated as the valuation designee for the Fund pursuant to Rule 2a-5 under the 1940 Act. The Adviser's fair valuation team is responsible for monitoring developments that may impact fair valued securities. | |
Inputs used when applying fair value methods to value a security may include credit ratings, the financial condition of the company, current market conditions and comparable securities. The Adviser may use fair value methods if it is determined that a significant event has occurred after the close of the exchange or market on which the security trades and prior to the determination of the Fund's net asset value. Examples of a significant event might include political or economic news, corporate restructurings, natural disasters, terrorist activity or trading halts. Thus, the valuation of the Fund's securities may differ significantly from exchange prices, and such differences could be material. |
B.
|
Investment Income and Transactions
|
Dividend income is recorded on the ex-dividend date, except that certain dividends from foreign securities where the ex-dividend date may have passed are recorded as soon as the Fund becomes aware of the ex-dividend data in the exercise of reasonable diligence. | |
Interest income, including interest on income-bearing cash accounts, is recorded on the accrual basis. Dividend and interest income are reported net of unrecoverable foreign taxes withheld at the applicable country rates and net of income accrued on defaulted securities. | |
Interest and dividend income payable by delivery of additional shares is reclassified as PIK (payment-in-kind) income upon receipt and is included in interest and dividend income, respectively. | |
Principal amounts of mortgage-backed securities are adjusted for monthly paydowns. Premiums and discounts related to certain mortgage-backed securities are amortized or accreted in proportion to the monthly paydowns. All discounts/premiums on purchase prices of debt securities are accreted/amortized for financial reporting purposes over the life of the respective securities, and such accretion/amortization is included in interest income. | |
Security transactions are recorded as of trade date. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. | |
C.
|
Foreign Currency Translation
|
The books and records of the Fund are maintained in |
|
Net realized gains and losses on foreign currency transactions, if any, represent, among other things, the net realized gains and losses on foreign currency exchange contracts, disposition of foreign currencies and the difference between the amount of income accrued and the |
|
D.
|
Federal Income Taxes
|
It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its net taxable income and net realized capital gains, if any, to its stockholders. Therefore, no provision for federal income taxes is required. As of |
|
The amount and character of income and capital gain distributions to stockholders are determined in accordance with federal income tax rules, which may differ from |
|
At |
|
At |
|
The tax character of distributions paid during the years ended |
2024
|
2023
|
|
Distributions paid from:
|
||
Ordinary income | ||
Total
|
|
|
2024
|
|
Distributable earnings/(losses):
|
|
Undistributed ordinary income | |
Capital loss carryforward | (78,540,300) |
Other book/tax temporary differences | (1,051,869) |
Net unrealized depreciation | (1,379,573) |
Total
|
|
E.
|
Risks
|
The value of securities held by the Fund may go up or down, sometimes rapidly or unpredictably, due to general market conditions, such as real or perceived adverse economic, political or regulatory conditions, recessions, the spread of infectious illness or other public health issues, inflation, changes in interest rates, armed conflict such as between |
|
Some sectors of the economy and individual issuers have experienced or may experience particularly large losses. Periods of extreme volatility in the financial markets, reduced liquidity of many instruments, increased government debt, inflation, and disruptions to supply chains, consumer demand and employee availability, may continue for some time. Following |
|
Governments and central banks, including the |
|
and global economies and the financial markets. These actions have resulted in significant expansion of public debt, including in the |
|
The |
|
At times, the Fund's investments may represent industries or industry sectors that are interrelated or have common risks, making the Fund more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. | |
The market prices of the Fund's fixed income securities may fluctuate significantly when interest rates change. The value of your investment will generally go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration securities. For example, if interest rates increase by 1%, the value of a Fund's portfolio with a portfolio duration of ten years would be expected to decrease by 10%, all other things being equal. A general rise in interest rates could adversely affect the price and liquidity of fixed income securities. The maturity of a security may be significantly longer than its effective duration. A security's maturity and other features may be more relevant than its effective duration in determining the security's sensitivity to other factors affecting the issuer or markets generally, such as changes in credit quality or in the yield premium that the market may establish for certain types of securities (sometimes called "credit spread"). In general, the longer its maturity the more a security may be susceptible to these factors. When the credit spread for a fixed income security goes up, or "widens", the value of the security will generally go down. |
If an issuer or guarantor of a security held by the Fund or a counterparty to a financial contract with the Fund defaults on its obligation to pay principal and/or interest, has its credit rating downgraded or is perceived to be less creditworthy, or the credit quality or value of any underlying assets declines, the value of your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty. | |
The Fund's investments in foreign markets and countries with limited developing markets may subject the Fund to a greater degree of risk than investments in a developed market. These risks include disruptive political or economic conditions, military conflicts and sanctions, terrorism, sustained economic downturns, financial instability, reduction of government or central bank support, inadequate accounting standards, tariffs, tax disputes or other tax burdens, nationalization or expropriation of assets and the imposition of adverse governmental laws, arbitrary application of laws and regulations or lack of rule of law or currency exchange restrictions. Lack of information and less market regulation also may affect the value of these securities. Withholding and other non- |
|
|
countries affected by the invasion, and are likely to have collateral impacts on market sectors globally. | |
The Fund invests primarily in floating rate loans and other floating rate investments. Floating rate loans typically are rated below investment grade. Debt securities rated below-investment-grade are commonly referred to as "junk bonds" and are considered speculative with respect to the issuer's capacity to pay interest and repay principal. Below investment grade securities, including floating rate loans, involve greater risk of loss, are subject to greater price volatility, and may be less liquid and more difficult to value, especially during periods of economic uncertainty or change, than higher rated debt securities. | |
Under normal market conditions, the Fund seeks to achieve its investment objectives by investing at least 80% of its assets (net assets plus borrowings for investment purposes) in senior floating rate loans. For purposes of the Fund's investment policies, senior floating rate loans include funds that invest primarily in senior floating rate loans. Floating rate loans and similar investments may be illiquid or less liquid than other investments and difficult to value. Market quotations for these securities may be volatile and/or subject to large spreads between bid and ask prices. | |
Certain securities in which the Fund invests, including floating rate loans, once sold, may not settle for an extended period (for example, several weeks or even longer). The Fund will not receive its sale proceeds until that time, which may constrain the Fund's ability to meet its obligations. The Fund may invest in securities of issuers that are in default or that are in bankruptcy. The value of collateral, if any, securing a floating rate loan can decline or may be insufficient to meet the issuer's obligations or may be difficult to liquidate. No active trading market may exist for many floating rate loans, and many loans are subject to restrictions on resale. Any secondary market may be subject to irregular trading activity and extended settlement periods. There is less readily available, reliable information about most floating rate loans than is the case for many other types of securities. Normally, the Adviser will seek to avoid receiving material, nonpublic information about the issuer of a loan either held by, or considered for investment by, the Fund, and this decision could adversely affect the Fund's investment performance. Loans may not be considered "securities," and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections afforded by federal securities laws. | |
The Fund's investments, payment obligations and financing terms may be based on floating rates, such as LIBOR (London Interbank Offered |
Rate) or SOFR (Secured Overnight Financing Rate). |
|
The Fund is not limited in the percentage of its assets that may be invested in illiquid securities. Illiquid securities are securities that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the securities. | |
With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security and related risks. While the Fund's Adviser has established business continuity plans in the event of, and risk management systems to prevent, limit or mitigate, such cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by service providers to the Fund such as the Fund's custodian and accounting agent, and the Fund's transfer agent. In addition, many beneficial owners of Fund shares hold them through accounts at broker-dealers, retirement platforms and other financial market participants over which neither the Fund nor the Adviser exercises control. Each of these may in turely on service providers to them, which are also subject to the risk of cyber-attacks. Cybersecurity failures or breaches at the Adviser or the Fund's service providers or intermediaries have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund's ability to calculate its net asset value, impediments to trading, the inability of Fund stockholders to effect share purchases, or sales or receive distributions, loss of or unauthorized access to private stockholder information and violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, or additional compliance costs. Such costs and |
|
losses may not be covered under any insurance. In addition, maintaining vigilance against cyber-attacks may involve substantial costs over time, and system enhancements may themselves be subject to cyber-attacks. | |
F.
|
|
Disposal of restricted investments may involve negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted investments held by the Fund at |
|
G.
|
|
The Fund invests in ILS. The Fund could lose a portion or all of the principal it has invested in an ILS, and the right to additional interest or dividend payments with respect to the security, upon the occurrence of one or more trigger events, as defined within the terms of an insurance-linked security. Trigger events, generally, are hurricanes, earthquakes, or other natural events of a specific size or magnitude that occur in a designated geographic region during a specified time period, and/or that involve losses or other metrics that exceed a specific amount. There is no way to accurately predict whether a trigger event will occur, and accordingly, ILS carry significant risk. The Fund is entitled to receive principal, and interest and/or dividend payments so long as no trigger event occurs of the description and magnitude specified by the instrument. In addition to the specified trigger events, ILS may expose the Fund to other risks, including but not limited to issuer (credit) default, adverse regulatory or jurisdictional interpretations and adverse tax consequences. | |
The Fund's investments in ILS may include event-linked bonds. ILS also may include special purpose vehicles ("SPVs") or similar instruments structured to comprise a portion of a reinsurer's catastrophe-oriented business, known as quota share instruments (sometimes referred to as reinsurance sidecars), or to provide reinsurance relating to specific risks to insurance or reinsurance companies through a collateralized instrument, known as collateralized reinsurance. Structured reinsurance investments also may include industry loss warranties ("ILWs"). A traditional ILW takes the form of a bilateral reinsurance contract, but |
there are also products that take the form of derivatives, collateralized structures, or exchange-traded instruments. | |
Where the ILS are based on the performance of underlying reinsurance contracts, the Fund has limited transparency into the individual underlying contracts, and therefore must rely upon the risk assessment and sound underwriting practices of the issuer. Accordingly, it may be more difficult for the Adviser to fully evaluate the underlying risk profile of the Fund's structured reinsurance investments, and therefore the Fund's assets are placed at greater risk of loss than if the Adviser had more complete information. Structured reinsurance instruments generally will be considered illiquid securities by the Fund. These securities may be difficult to purchase, sell or unwind. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid asset, the Fund may be forced to sell at a loss. | |
H.
|
Automatic Dividend Reinvestment Plan
|
All stockholders whose shares are registered in their own names automatically participate in the Automatic Dividend Reinvestment Plan (the "Plan"), under which participants receive all dividends and capital gain distributions (collectively, dividends) in full and fractional shares of the Fund in lieu of cash. Stockholders may elect not to participate in the Plan. Stockholders not participating in the Plan receive all dividends and capital gain distributions in cash. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notifying |
|
If a stockholder's shares are held in the name of a brokerage firm, bank or other nominee, the stockholder can ask the firm or nominee to participate in the Plan on the stockholder's behalf. If the firm or nominee does not offer the Plan, dividends will be paid in cash to the stockholder of record. A firm or nominee may reinvest a stockholder's cash dividends in shares of the Fund on terms that differ from the terms of the Plan. | |
Whenever the Fund declares a dividend on shares payable in cash, participants in the Plan will receive the equivalent in shares acquired by the Plan Agent either (i) through receipt of additional unissued but authorized shares from the Fund or (ii) by purchase of outstanding shares on the NYSE or elsewhere. If, on the payment date for any |
|
dividend, the net asset value per share is equal to or less than the market price per share plus estimated brokerage trading fees (market premium), the Plan Agent will invest the dividend amount in newly issued shares. The number of newly issued shares to be credited to each account will be determined by dividing the dollar amount of the dividend by the net asset value per share on the date the shares are issued, provided that the maximum discount from the then current market price per share on the date of issuance does not exceed 5%. If, on the payment date for any dividend, the net asset value per share is greater than the market value (market discount), the Plan Agent will invest the dividend amount in shares acquired in open-market purchases. There are no brokerage charges with respect to newly issued shares. However, each participant will pay a pro rata share of brokerage trading fees incurred with respect to the Plan Agent's open-market purchases. Participating in the Plan does not relieve stockholders from any federal, state or local taxes which may be due on dividends paid in any taxable year. Stockholders holding Plan shares in a brokerage account may be able to transfer the shares to another broker and continue to participate in the Plan. | |
I.
|
Statement of Cash Flows
|
Information on financial transactions which have been settled through the receipt or disbursement of cash or restricted cash is presented in the Statement of Cash Flows. Cash as presented in the Fund's Statement of Assets and Liabilities includes cash on hand at the Fund's custodian bank and does not include any short-term investments. As of and for the year ended |
|
J.
|
Forward Foreign Currency Exchange Contracts
|
The Fund may enter into forward foreign currency exchange contracts ("contracts") for the purchase or sale of a specific foreign currency at a fixed price on a future date. All contracts are marked-to-market daily at the applicable exchange rates, and any resulting unrealized appreciation or depreciation is recorded in the Fund's financial statements. The Fund records realized gains and losses at the time a contract is offset by entry into a closing transaction or extinguished by delivery of the currency. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of the contract and from unanticipated movements in the value of foreign currencies relative to the |
During the year ended |
|
The average market value of forward foreign currency exchange contracts open during the year ended |
|
Counterparty
|
Derivative
Assets Subject to |
Derivatives
Available for Offset |
Non-Cash
Collateral Received(a) |
Cash
Collateral Received(a) |
Net Amount
of Derivative Assets(b) |
$- | $- | ||||
Morgan Stanley & Co., LLC |
18,819 | - | - | - | 18,819 |
Total
|
|
$(1,572
)
|
$-
|
$-
|
|
Counterparty
|
Derivative
Liabilities Subject to |
Derivatives
Available for Offset |
Non-Cash
Collateral Pledged(a) |
Cash
Collateral Pledged(a) |
Net Amount
of Derivative Liabilities(c) |
$- | $- | $- | |||
Morgan Stanley & Co., LLC |
- | - | - | - | - |
Total
|
|
|
$-
|
$-
|
$-
|
|
Statement of Assets
and Liabilities |
Interest
Rate Risk |
Credit
Risk |
Foreign
Exchange Rate Risk |
Equity
Risk |
Commodity
Risk |
Assets
|
|||||
Unrealized appreciation on forward foreign currency exchange contracts | $- | $- | $- | $- | |
Total Value
|
$-
|
$-
|
|
$-
|
$-
|
Liabilities
|
|||||
Unrealized depreciation on forward foreign currency exchange contracts | $- | $- | $- | $- | |
Total Value
|
$-
|
$-
|
|
$-
|
$-
|
Statement of Operations /
Statement of Cash Flows |
Interest
Rate Risk |
Credit
Risk |
Foreign
Exchange Rate Risk |
Equity
Risk |
Commodity
Risk |
Net Realized Gain (Loss) on
|
|||||
Forward foreign currency exchange contracts | $- | $- | $- | $- | |
Total Value
|
$-
|
$-
|
|
$-
|
$-
|
Change in Net Unrealized Appreciation (Depreciation) on
|
|||||
Forward foreign currency exchange contracts | $- | $- | $- | $- | |
Total Value
|
$-
|
$-
|
|
$-
|
$-
|
Loan
|
Principal
|
Cost
|
Value
|
Unrealized
Appreciation (Depreciation) |
26,410 | 26,410 | 26,682 | 272 | |
69,419 | 69,307 | 70,182 | 875 | |
Total Value
|
|
|
|
|
|
|
|
|
Shares outstanding at beginning of year | 12,374,933 | 12,374,933 |
Shares outstanding at end of year
|
12,374,933
|
12,374,933
|
|
|
Nominee
|
Votes For
|
Votes Against
|
Votes Abstained
|
8,400,016 | 460,513 | 211,508 | |
8,366,157 | 493,290 | 212,591 | |
8,302,903 | 508,411 | 260,723 |
|
|
|
|
|
• | In an attempt to hedge against adverse changes in the market prices of
securities
, interest rates or currency exchange rates |
• | As a substitute for purchasing or selling securities |
• | To attempt to increase the Fund's retuas a non-hedging strategy that may be considered speculative |
• | To manage portfolio characteristics (for example, the duration or credit quality of the Fund's portfolio) |
• | As a cash flow management technique |
|
|
|
|
|
|
|
|
|
purposes may be affected by
|
(1) | Issue senior securities, other than as permitted by the 1940 Act. |
(2) | Borrow money, other than as permitted by the 1940 Act. |
(3) | Invest in real estate, except the Fund may invest in securities of issuers that invest in real estate or interests therein, securities that are secured by real estate or interests therein, securities of real estate investment trusts, mortgage-backed securities and other securities that represent a similar indirect interest in real estate, and the Fund may acquire real estate or interests therein through exercising rights or remedies with regard to an instrument. |
(4) | Make loans, except that the Fund may (i) make loans or lend portfolio securities in accordance with the Fund's investment policies, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of publicly distributed debt securities, bank loan participation interests, bank certificates of deposit, acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, (iv) participate in a credit facility whereby the Fund may directly lend to and borrow money from other affiliated funds to the extent permitted under the 1940 Act or an exemption therefrom and (v) make loans in any other manner consistent with applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction. |
(5) | Invest in commodities or commodity contracts, except that the Fund may invest in currency instruments and contracts and financial instruments and contracts that might be deemed to be commodities and commodity contracts. |
(6) | Act as an underwriter, except insofar as the Fund technically may be deemed to be an underwriter in connection with the purchase or sale of its portfolio securities. |
(7) | Invest 25% or more of the value of its total assets in any one industry, provided that this limitation does not apply to the purchase of obligations issued or guaranteed by the |
(8) | Amend its policy to invest at least 80% of its assets in Senior Loans. |
|
Borrowings under credit agreement as a percentage of total managed assets (including assets attributable to borrowings) | 31.94% |
Annual effective interest rate payable by Fund on borrowings | 6.42% |
Annual retuFund portfolio must experience (net of expenses) to cover interest rate on borrowings | 2.05% |
Common share total retufor (10.00)% assumed portfolio total return | (17.71)% |
Common share total retufor (5.00)% assumed portfolio total return | (10.36)% |
Common share total retufor 0.00% assumed portfolio total return | (3.01)% |
Common share total retufor 5.00% assumed portfolio total return | 4.33% |
Common share total retufor 10.00% assumed portfolio total return | 11.68% |
interest/dividends on assets resulting from leverage, and gains or losses on the value of the securities the Fund owns. As required by Securities and Exchange Commission rules, the table assumes that the Fund is more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total retuof 0%, the Fund must assume that the income it receives on its investments is entirely offset by losses in the value of those
.
conditions and
factors.
|
|
|
|
Held With the Fund |
Term of Office and
Length of Service |
Principal Occupation(s) During At Least The Past Five Years
|
Other Directorships Held by Director
During At Least The Past Five Years |
Chairman of the Board
and Director |
Class III Director since 2006. Term expires in 2027. |
Private investor (2004 - 2008 and 2013 - present); Chairman (2008 - 2013) and Chief Executive Officer (2008 - 2012), Quadriserv, Inc. (technology products for securities lending industry); and Senior Executive Vice President, The Bank of |
Director, |
Jr. (73)*
Director
|
Class I Director since 2019. Term expires in 2025. |
Of Counsel (2019 - present), Partner (1983-2018), |
Member, Governing Council and Policy Steering Committee, Independent Directors Council (since 2021); Chairman, The Lakeville Journal Company, LLC, (privately-held community newspaper group) (2015-2021) |
Held With the Fund |
Term of Office and
Length of Service |
Principal Occupation(s) During At Least The Past Five Years
|
Other Directorships Held by Director
During At Least The Past Five Years |
Director
|
Class II Director since 2020. Term expires in 2026. |
Managing Director - Head of Product Strategy and Development, BNY Mellon Investment Management (investment management firm) (2012-2018); Vice Chairman - |
None |
Director
|
Class II Director since 2008. Term expires in 2026. |
Trustee, Mellon Institutional Funds Investment Trust and Mellon Institutional Funds Master Portfolio (oversaw 17 portfolios in fund complex) (1989 - 2008) |
|
Held With the Fund |
Term of Office and
Length of Service |
Principal Occupation(s) During At Least The Past Five Years
|
Other Directorships Held by Director
During At Least The Past Five Years |
Director
|
Class III Director since 2021. Term expires in 2027. |
Partner, |
Director, |
Held With the Fund |
Term of Office and
Length of Service |
Principal Occupation(s) During At Least The Past Five Years
|
Other Directorships Held by Director
During At Least The Past Five Years |
Director
|
Class I Director since 2015 (Advisory Director from 2014 - 2015). Term expires in 2025. |
Chief Investment Officer, 1199 SEIU Funds (healthcare workers union pension funds) (2001 - present); Vice President - International Investments Group, |
None |
|
Held With the Fund |
Term of Office and
Length of Service |
Principal Occupation(s) During At Least The Past Five Years
|
Other Directorships Held by Director
During At Least The Past Five Years |
Director
|
Class III Director since 2014. Term expires in 2027. |
Private investor (2020 - present); Consultant (investment company services) (2012 - 2020); Executive Vice President, |
None |
* |
Held With the Fund |
Term of Office and
Length of Service |
Principal Occupation(s) During At Least The Past Five Years
|
Other Directorships Held by Director
During At Least The Past Five Years |
Director, President and Chief
Executive Officer |
Class I Director since 2014. Term expires in 2025. |
Director, CEO and President of Amundi US, Inc. (investment management firm) (since September 2014); Director, CEO and President of |
Director of of web-based investment accounting software for reporting and reconciliation services) (September 2022 - present) |
Director, Executive Vice President
|
Class II Director since 2024. Term expires in 2026. |
Executive Vice President and Chief Investment Officer of |
None |
** |
|
Held With the Fund**** |
Term of Office and
Length of Service |
Principal Occupation(s) During At Least The Past Five Years
|
Other Directorships Held by Officer
During At Least The Past Five Years |
Secretary and Chief
Legal Officer |
Since 2004. Serves at the discretion of the Board |
Senior Vice President and Deputy General Counsel of Amundi US since March 2024; Vice President and Associate General Counsel of Amundi US since January 2008; Secretary and Chief Legal Officer of all of the Pioneer Funds since June 2010; Assistant Secretary of all of the Pioneer Funds from September 2003 to May 2010; Vice President and Senior Counsel of Amundi US from July 2002 to December 2007 | None |
Assistant Secretary
|
Since 2010. Serves at the discretion of the Board |
Associate General Counsel of Amundi US since March 2023; Assistant Secretary of all the Pioneer Funds since June 2010; Assistant General Counsel of Amundi US since May 2013 and Assistant Secretary of all the Pioneer Funds since June 2010; Counsel of Amundi US from June 2007 to May 2013 | None |
Assistant Secretary
|
Since 2022. Serves at the discretion of the Board |
Director - Trustee and Board Relationships of Amundi US since September 2019; Assistant Secretary of Amundi US, Inc. since July 2020: Assistant Secretary of |
None |
Treasurer and
Chief Financial and Accounting Officer |
Since 2021. Serves at the discretion of the Board |
Managing Director, Chief Operations Officer and Fund Treasurer of Amundi US since May 2021; Treasurer of all of the Pioneer Funds since May 2021; Assistant Treasurer of all of the Pioneer Funds from January 2021 to May 2021; and Chief of Staff, US Investment Management of Amundi US from May 2008 to January 2021 | None |
Assistant Treasurer
|
Since 2004. Serves at the discretion of the Board |
Director - Fund Treasury of Amundi US since 1999; and Assistant Treasurer of all of the Pioneer Funds since 1999 | None |
Held With the Fund**** |
Term of Office and
Length of Service |
Principal Occupation(s) During At Least The Past Five Years
|
Other Directorships Held by Officer
During At Least The Past Five Years |
Assistant Treasurer
|
Since 2004. Serves at the discretion of the Board |
Senior Manager - Fund Treasury of Amundi US since 2012; and Assistant Treasurer of all of the Pioneer Funds since 2002 | None |
Assistant Treasurer
|
Since 2020. Serves at the discretion of the Board |
Fund Oversight Manager - Fund Treasury of Amundi US since 2020; Assistant Treasurer of all of the Pioneer Funds since 2020; and Senior Fund Treasury Analyst from 2012 - 2020 | None |
Assistant Treasurer
|
Since 2021. Serves at the discretion of the Board |
Vice President - Deputy Fund Treasurer of Amundi US since May 2021; Assistant Treasurer of all of the Pioneer Funds since July 2021; Director of Regulatory Reporting of Amundi US from 2001 - 2021; and Director of Tax of Amundi US from 2000 - 2001 | None |
Chief Compliance Officer
|
Since 2018. Serves at the discretion of the Board |
Managing Director, Chief Compliance Officer of Amundi US Asset Management; |
None |
Anti-Money Laundering
Officer |
Since 2022. Serves at the discretion of the Board |
Director, Financial Security - |
None |
|
You can call
|
|
Account Information
|
1-800-710-0935
|
Or write to AST:
|
|
For
|
Write to
|
General inquiries, lost dividend checks, change of address, lost stock certificates, Transfer & Trust stock transfer | Company, LLC Operations Center 6201 15th Ave. |
Dividend reinvestment plan (DRIP) | Company, LLC Wall Street Station P.O. Box 922 |
Website
|
www.amstock.com
|
60 State Street
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 19(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 19(a)(1), a copy of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as an exhibit to its annual report on this Form N-CSR(see attachment);
(2) Post the text of such code of ethics on its Internet website and disclose, in its most recent report on this Form N-CSR,its Internet address and the fact that it has posted such code of ethics on its Internet website; or
(3) Undertake in its most recent report on this Form N-CSRto 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 19(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's Board of Directors 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 Directors 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 Directors, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Mr.
(3) If the registrant provides the disclosure required by paragraph (a)(1) (ii) of this Item, it must explain why it does not have an audit committee financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
The audit fees for the Fund were $68,900 billed by
(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.
The audit-related services fees for the Fund were $0 billed by
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
The aggregate non-auditfees for the Fund were billed by
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
There were no other fees in 2024 or 2023.
(e) (1) Disclose the audit committee's pre-approvalpolicies and procedures described in paragraph (c)(7) of Rule 2-01of 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
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-approvalis required pursuant to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-auditservices that may be provided consistently with Rule 210.2-01may be approved by the Audit Committee itself and any pre-approvalthat 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 CATEGORY |
SERVICE CATEGORY DESCRIPTION |
SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES |
||
I. AUDIT SERVICES | Services that are directly related to performing the independent audit of the Funds |
• Accounting research assistance • SEC consultation, registration statements, and reporting • Tax accrual related matters • Implementation of new accounting standards • Compliance letters (e.g. rating agency letters) • Regulatory reviews and assistance regarding financial matters • Semi-annual reviews (if requested) • Comfort letters for closed end offerings |
||
II. AUDIT-RELATED SERVICES | Services which are not prohibited under Rule 210.2-01(C)(4)(the "Rule") and are related extensions of the audit services support the 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, |
• AICPA attest and agreed-upon procedures • Technology control assessments • Financial reporting control assessments • Enterprise security architecture assessment |
AUDIT COMMITTEE APPROVAL POLICY |
AUDIT COMMITTEE REPORTING POLICY |
|
• "One-time"pre-approval forthe audit period for all pre-approvedspecific service subcategories. Approval of the independent auditors as auditors for a Fund shall constitute pre approval for these services. |
• A summary of all such services and related fees reported at each regularly scheduled Audit Committee meeting. |
|
• "One-time"pre-approval forthe fund fiscal year within a specified dollar limit for all pre-approved specificservice subcategories |
• A summary of all such services and related fees (including comparison to specified dollar limits) reported quarterly. |
• Specific approval is needed to exceed the pre-approveddollar limit for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) |
||
• 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 DESCRIPTION |
SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES |
||
III. TAX SERVICES | Services which are not prohibited by the Rule, if an officer of the Fund determines that using the Fund's auditor to provide these services creates significant synergy in the form of efficiency, minimized disruption, or the ability to maintain a desired level of confidentiality. |
• Tax planning and support • Tax controversy assistance • Tax compliance, tax returns, excise tax returns and support • Tax opinions |
AUDIT COMMITTEE APPROVAL POLICY |
AUDIT COMMITTEE REPORTING POLICY |
|
• "One-time"pre-approval forthe fund fiscal year within a specified dollar limit |
• A summary of all such services and related fees (including comparison to specified dollar limits) reported quarterly. |
|
• Specific approval is needed to exceed the pre-approveddollar limits for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) |
||
• 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 DESCRIPTION |
SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES |
||
IV. OTHER SERVICES A. SYNERGISTIC, UNIQUE QUALIFICATIONS |
Services which are not prohibited by the Rule, if an officer of the Fund 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. |
• Business Risk Management support • Other control and regulatory compliance projects |
AUDIT COMMITTEE APPROVAL POLICY |
AUDIT COMMITTEE REPORTING POLICY |
|
• "One-time"pre-approval forthe fund fiscal year within a specified dollar limit |
• A summary of all such services and related fees (including comparison to specified dollar limits) reported quarterly. |
|
• Specific approval is needed to exceed the pre-approveddollar limits for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) |
||
• Specific approval is needed to use the Fund's auditors for "Synergistic" or "Unique Qualifications" Other Services not denoted as pre-approvedto the left, or to add a specific service subcategory as "pre-approved" |
SECTION III - POLICY DETAIL, CONTINUED
SERVICE CATEGORY |
SERVICE CATEGORY DESCRIPTION |
SPECIFIC PROHIBITED SERVICE SUBCATEGORIES |
||
PROHIBITED SERVICES | Services which result in the auditors losing independence status under the Rule. | 1. Bookkeeping or other services related to the accounting records or financial statements of the audit client* | ||
2. Financial information systems design and implementation* | ||||
3. Appraisal or valuation services, fairness* opinions, or contribution-in-kindreports | ||||
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 |
AUDIT COMMITTEE APPROVAL POLICY |
AUDIT COMMITTEE REPORTING POLICY |
|
• These services are not to be performed with the exception of the(*) services that may be permitted if they would not be subject to audit procedures at the audit client (as defined in rule 2-01(f)(4))level the firm providing the service. |
• A summary of all services and related fees reported at each regularly scheduled Audit Committee meeting will serve as continual confirmation that has not provided any restricted services. |
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
• |
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. |
• |
Potential services will be classified into the four non-restrictedservice categories and the "Approval of Audit, Audit-Related, Tax and Other Services" Policy above will be applied. Any services outside the specific pre-approvedservice subcategories set forth above must be specifically approved by the Audit Committee. |
• |
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 2-01of Regulation S-X.
Non-AuditServices
Beginning with non-auditservice contracts entered into on or after May 6, 2003, the effective date of the new
(f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountants engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-auditfees billed by the registrants accountant for services rendered to the registrant, and rendered to the registrants investment adviser (not including any sub-adviserwhose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.
The aggregate non-auditfees for the Fund were billed by
(h) Disclose whether the registrants audit committee of the Board of Directors has considered whether the provision of non-auditservices that were rendered to the registrants investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approvedpursuant to paragraph (c)(7)(ii) of Rule 2-01of Regulation S-Xis compatible with maintaining the principal accountant's independence.
The Fund's audit committee of the Board of Directors has considered whether the provision of non-auditservices that were rendered to the Affiliates (as defined) that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01of Regulation S-Xis compatible with maintaining the principal accountant's independence.
(i) A registrant identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)), as having retained, for the preparation of the audit report on its financial statements included in the Form NCSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the
N/A
(j) A registrant that is a foreign issuer, as defined in 17 CFR 240.3b-4,identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)), as having retained, for the preparation of the audit report on its financial statements included in the Form N-CSR,a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the
(1) That, for the immediately preceding annual financial statement period, a registered public accounting firm that the PCAOB was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction, issued an audit report for the registrant;
N/A
(2) The percentage of shares of the registrant owned by governmental entities in the foreign jurisdiction in which the registrant is incorporated or otherwise organized;
N/A
(3) Whether governmental entities in the applicable foreign jurisdiction with respect to that registered public accounting firm have a controlling financial interest with respect to the registrant;
N/A
(4) The name of each official of the
N/A
(5) Whether the articles of incorporation of the registrant (or equivalent organizing document) contains any charter of the
N/A
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
(a) If the registrant is a listed issuer as defined in Rule 10A-3under the Exchange Act (17 CFR 240.10A-3),state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire Board of Directors is acting as the registrant's audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)under the Exchange Act (17 CFR 240.10A-3(d))regarding an exemption from the listing standards for audit committees.
N/A
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in 210.1212 of Regulation S-X[17 CFR 210.12-12],unless the schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Included in Item 1
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR CLOSED-ENDMANAGEMENT INVESTMENT COMPANIES
Included in Item 1
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR CLOSED-ENDMANAGEMENT INVESTMENT COMPANIES.
N/A
N/A
Item 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF CLOSED-ENDMANAGEMENT INVESTMENT COMPANIES. (Unaudited)
Each Board Member also serves as a Board Member of other Funds in the Pioneer Family of Funds complex. Annual retainer fees and attendance fees are allocated to each Fund based on net assets. Directors' fees paid by the Fund are within Item 1. Statement of Operations as Directors' fees and expenses.
Item 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESMENT ADVISORY CONTRACT. (Unaudited)
Approval of Renewal of Investment Management Agreement
The contract review process began in January 2024 as the Directors of the Fund agreed on, among other things, an overall approach and timeline for the process. Contract review materials were provided to the Directors in March 2024, July 2024 and September 2024. In addition, the Directors reviewed and discussed the Fund's performance at regularly scheduled meetings throughout the year, and took into account other information related to the Fund provided to the Directors at regularly scheduled meetings, in connection with the review of the Fund's investment management agreement.
In March 2024, the Directors, among other things, discussed the memorandum provided by Fund counsel that summarized the legal standards and other considerations that are relevant to the Directors in their deliberations regarding the renewal of the investment management agreement, and reviewed and discussed the qualifications of the investment management teams for the Fund, as well as the level of investment by the Fund's portfolio managers in the Fund. In July 2024, the Directors, among other things, reviewed the Fund's management fees and total expense ratios, the financial statements of Amundi US and its parent companies, profitability analyses provided by Amundi US, and analyses from Amundi US as to possible economies of scale. The Directors also reviewed the profitability of the institutional business of Amundi US as compared to that of Amundi US's fund management business, and considered the differences between the fees and expenses of the Fund and the fees and expenses of Amundi US's institutional accounts, as well as the different services provided by Amundi US to the Fund and to the institutional accounts. The Directors further considered contract review materials, including additional materials received in response to the Directors' request, in September 2024.
At a meeting held on September 17, 2024, based on their evaluation of the information provided by Amundi US and third parties, the Directors of the Fund, including the Independent Directors voting separately advised by independent counsel, unanimously approved the renewal of the investment management agreement for another year. In approving the renewal of the investment management agreement, the Directors considered various factors that they determined were relevant, including the factors described below. The Directors did not identify any single factor as the controlling factor in determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services. The Directors considered the nature, extent and quality of the services that had been provided by Amundi US to the Fund, taking into account the investment objective and strategy of the Fund. The Directors also reviewed Amundi US's investment approach for the Fund and its research process. The Directors considered the resources of Amundi US and the personnel of Amundi US who provide investment management
services to the Fund. They also reviewed the amount of non-Fundassets managed by the portfolio managers of the Fund. They considered the non-investmentresources and personnel of Amundi US that are involved in Amundi US's services to the Fund, including Amundi US's compliance, risk management, and legal resources and personnel. The Directors considered the compliance services being provided to the Fund by Amundi US and how Amundi US has addressed any compliance issues during the past year. The Directors noted the substantial attention and high priority given by Amundi US's senior management to the Pioneer Fund complex, including with respect to the increasing regulation to which the Pioneer Funds are subject.
The Directors considered that Amundi US supervises and monitors the performance of the Fund's service providers and provides the Fund with personnel (including Fund officers) and other resources that are necessary for the Fund's business management and operations. The Directors also considered that, as administrator, Amundi US is responsible for the administration of the Fund's business and other affairs. The Directors considered that the Fund reimburses Amundi US its pro rata share of Amundi US's costs of providing administration services to the Pioneer Funds.
Based on these considerations, the Directors concluded that the nature, extent and quality of services that had been provided by Amundi US to the Fund were satisfactory and consistent with the terms of the investment management agreement.
Performance of the Fund. In considering the Fund's performance, the Directors regularly review and discuss throughout the year data prepared by Amundi US and information comparing the Fund's performance with the performance of its peer group of funds, as classified by
Management Fee and Expenses. The Directors considered information showing the fees and expenses of the Fund in comparison to the management fees and expense ratios of a peer group of funds selected on the basis of criteria determined by the Independent Directors for this purpose using data provided by Strategic Insight Mutual Fund Research and Consulting, LLC (Strategic Insight), an independent third party. The peer group comparisons referred to below are organized in quintiles. Each quintile represents one-fifthof the peer group. In all peer group comparisons referred to below, first quintile is most favorable to the Fund's shareowners.
The Directors considered that the Fund's management fee (based on managed assets) for the most recent fiscal year was in the first quintile relative to the management fees paid by other funds in its Strategic Insight peer group for the comparable period. The Directors considered that the expense ratio (based on managed assets) of the Fund's common shares for the most recent fiscal year (both including and excluding investment-related expenses) was in the second quintile relative to its Strategic Insight peer group for the comparable period.
The Directors reviewed management fees charged by Amundi US to institutional and other clients, including publicly offered European funds sponsored by Amundi US's affiliates, unaffiliated
providing services to the Fund and Amundi US's costs in providing services to the other clients and considered the differences in management fees and profit margins for fund and non-fundservices. In evaluating the fees associated with Amundi US's client accounts, the Directors took into account the respective demands, resources and complexity associated with the Fund and other client accounts. The Directors noted that, in some instances, the fee rates for those clients were lower than the management fee for the Fund and considered that, under the investment management and administration agreements with the Fund, Amundi US performs additional services for the Fund that it does not provide to those other clients or services that are broader in scope, including oversight of the Fund's other service providers and activities related to compliance and the extensive regulatory and tax regimes to which the Fund is subject. The Directors also considered the entrepreneurial risks associated with Amundi US's management of the Fund.
The Directors concluded that the management fee payable by the Fund to Amundi US was reasonable in relation to the nature and quality of the services provided by Amundi US.
Profitability. The Directors considered information provided by Amundi US regarding the profitability of Amundi US with respect to the advisory services provided by Amundi US to the Fund, including the methodology used by Amundi US in allocating certain of its costs to the management of the Fund. The Directors also considered Amundi US's profit margin in connection with the overall operation of the Fund. They further reviewed the financial results, including the profit margins, realized by Amundi US from non-fundbusinesses. The Directors considered Amundi US's profit margins in comparison to the limited industry data available and noted that the profitability of any adviser was affected by numerous factors, including its organizational structure and method for allocating expenses. The Directors concluded that Amundi US's profitability with respect to the management of the Fund was not unreasonable.
Economies of Scale. The Directors considered the extent to which Amundi US may realize economies of scale or other efficiencies in managing and supporting the Fund. Since the Fund is a closed-endfund that has not raised additional capital, the Directors concluded that economies of scale were not a relevant consideration in the renewal of the investment advisory agreement.
Other Benefits. The Directors considered the other benefits that Amundi US enjoys from its relationship with the Fund. The Directors considered the character and amount of fees paid or to be paid by the Fund, other than under the investment management agreement, for services provided by Amundi US and its affiliates. The Directors further considered the revenues and profitability of Amundi US's businesses other than the Fund business. To the extent applicable, the Directors also considered the benefits to the Fund and to Amundi US and its affiliates from the use of "soft" commission dollars generated by the Fund to pay for research and brokerage services.
The Directors considered that Amundi US is the principal
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-ENDMANAGEMENT INVESTMENT COMPANIES. (Unaudited)
A closed-endmanagement investment company that is filing an annual report on this Form N-CSRmust, unless it invests exclusively in non-votingsecurities, 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.
Introduction
This Proxy Voting policy and the procedures set forth below are designed to complement Amundi US' investment policies and procedures regarding its general responsibility to monitor the performance and/or corporate events of companies that are issuers of securities held in accounts managed by Amundi US. This policy sets forth Amundi US' position on a number of issues for which proxies may be solicited but it does not include all potential voting scenarios or proxy events. Furthermore, because of the special issues associated with proxy solicitations by closed-endFunds, Amundi US will vote shares of closed-endFunds on a case- by-casebasis.
Purpose
The purpose of this policy is to ensure that proxies for
Scope
Amundi US does not delegate the authority to vote proxies relating to securities held by its clients to any of its affiliates. Any questions about this policy should be directed to Amundi US' Chief of Staff
Oversight and Governance
Administration
The development, implementation, and management, to this Policy is the responsibility of the Policy Contact, in conjunction with the Policy Owner and relevant stakeholders.
Policy Exceptions
Temporary deviation from the requirements of this Policy is deemed an Exception. Exceptions are expected to be infrequent but may be justified to address and/or resolve specific internal business needs. Exceptions are to be raised to the Policy Owner for approval.
Policy Requirements
Roles and Responsibility
The below table outlines the roles and responsibilities applicable to this policy:
Individual Role |
Responsibility |
|
Policy Owner and Contact | Reviews and updates of this Policy as necessary. | |
Pioneer Funds Board of Trustees and US Compliance Committee | Provides final approval of material updates to this Policy, as necessary. |
Policy
Each of the Pioneer Funds and certain other clients of
Amundi US' fundamental concein voting proxies is the economic effect of the proposal on the value of portfolio holdings, considering both the short- and long-term impact. In many instances, Amundi US believes that supporting the company's strategy and voting "for" management's proposals builds portfolio value. In other cases, however, proposals set forth by management may have a negative effect on that value, while some shareholder proposals may hold the best prospects for enhancing it. Amundi US monitors developments in the proxy voting arena and will revise this policy as needed.
Amundi US believes that environmental, social and governance (ESG) factors can affect companies' long-term prospects for success and the sustainability of their business models. Since ESG factors that may affect corporate performance and economic value are considered by our investment professionals as part of the investment management process, Amundi US also considers these factors when reviewing proxy proposals. This approach is consistent with the stated investment objectives and policies of funds and investment strategies.
It should be noted that the proxy voting guidelines below are guidelines, not rules, and Amundi US reserves the right in all cases to vote contrary to guidelines where doing so is determined to represent the best economic interests of our clients. Further, the Pioneer Funds or other clients of Amundi US may direct Amundi US to vote contrary to guidelines.
Amundi US' clients may request copies of their proxy voting records and of Amundi US' proxy voting policies and procedures by either sending a written request to Amundi US' Proxy Coordinator, or clients may review Amundi US' proxy voting policies and procedures on-lineat amundi.com/usinvestors. Amundi US may describe to clients its proxy voting policies and procedures by delivering a copy of Amundi US' Form ADV (Part II), by separate notice to the client or by other means.
Procedures
Proxy Voting Service
Amundi US has engaged an independent proxy voting service to assist in the voting of proxies. The proxy voting service works with custodians to ensure that all proxy materials are received by the custodians and are processed in a timely fashion. The proxy voting service votes all proxies in accordance with the proxy voting guidelines established by Amundi US and set forth herein, to the extent applicable. The proxy voting service will refer proxy questions to the Proxy Coordinator (described below) for instructions under circumstances where: (1) the application of the proxy voting guidelines is unclear; (2) a particular proxy question is not covered by the guidelines; or (3) the guidelines call for specific instructions on a case-by-casebasis. The proxy voting service is also requested to call to the Proxy Coordinator's attention specific proxy questions that, while governed by a guideline, appear to involve unusual or controversial issues. Amundi US reserves the right to attend a meeting in person and may do so when it determines that the company or the matters to be voted on at the meeting are strategically important to its clients.
To supplement its own research and analysis in determining how to vote on a particular proxy proposal, Amundi US may utilize research, analysis or recommendations provided by the proxy voting service on a case-by-casebasis. Amundi US does not, as a policy, follow the assessments or recommendations provided by the proxy voting service without its own analysis and determination.
Proxy Coordinator
The Proxy Coordinator coordinates the voting, procedures and reporting of proxies on behalf of Amundi US' clients. The Proxy Coordinator will deal directly with the proxy voting service and, in the case of proxy questions referred by the proxy voting service, will solicit voting recommendations and instructions from the Portfolio Management Group, or, to the extent applicable, investment sub-advisers.The Proxy Coordinator is responsible for ensuring that these questions and referrals are responded to in a timely fashion and for transmitting appropriate voting instructions to the proxy voting service. The Proxy Coordinator is responsible for verifying with the General Counsel or his or her designee whether Amundi US' voting power is subject to any limitations or guidelines issued by the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciaries).
Referral Items
The proxy voting service will refer proxy questions to the Proxy Coordinator or his or her designee that are described by Amundi US' proxy voting guidelines as to be voted on a case- by-casebasis, that are not covered by Amundi US' guidelines or where Amundi US' guidelines may be unclear with respect to the matter to be voted on. Under such circumstances, the Proxy Coordinator will seek a written voting recommendation from the Chief Investment Officer,
Securities Lending
In accordance with industry standards, proxies are not available to be voted when the shares are out on loan through either Amundi US' lending program or a client's managed security lending program. However, Amundi US will reserve the right to recall lent securities so that they may be voted according to Amundi US' instructions. If a portfolio manager would like to vote a block of previously lent shares, the Proxy Coordinator will work with the portfolio manager and Investment Operations to recall the security, to the extent possible, to facilitate the vote on the entire block of shares. Certain clients participate in securities lending programs. Although such programs allow for the recall of securities for any reason, Amundi US may determine not to vote securities on loan and it may not always be possible for securities on loan to be recalled in time to be voted.
Share-Blocking
"Share-blocking" is a market practice whereby shares are sent to a custodian (which may be different than the account custodian) for record keeping and voting at the general meeting. The shares are unavailable for sale or delivery until the end of the blocking period (typically the day after general meeting date).
Amundi US will vote in those countries with "share-blocking." In the event a manager would like to sell a security with "share-blocking", the Proxy Coordinator will work with the Portfolio Manager and Investment Operations Department to recall the shares (as allowable within the market time-frame and practices) and/or communicate with executing brokerage firm. A list of countries with "share-blocking" is available from the Investment Operations Department upon request.
Proxy Voting Oversight Group
The members of the Proxy Voting Oversight Group include Amundi US' Chief Investment Officer, U.S. or his or her designated equity portfolio management representative, the Chief of Staff, U.S., and the Chief Compliance Officer of the Adviser and Funds. Other members of Amundi US will be invited to attend meetings and otherwise participate as necessary. The Chief of Staff, U.S. will chair the Proxy Voting Oversight Group.
The Proxy Voting Oversight Group is responsible for developing, evaluating, and changing (when necessary) Amundi US' proxy voting policies and procedures. The Group meets at least annually to evaluate and review this policy and the services of its third-party proxy voting service. In addition, the Proxy Voting Oversight Group will meet as necessary to vote on referral items and address other business as necessary.
Amendments
Amundi US may not amend this policy without the prior approval of the Proxy Voting Oversight Group. Amendments to this policy with respect to votes to be cast on behalf of any of the Pioneer Funds also shall be presented to the Board of Trustees of the Pioneer Funds for its review and advance approval.
Form N-PX
The Proxy Coordinator and the Director of Regulatory Reporting are responsible for ensuring that Form NP-Xdocuments receive the proper review by a member of the Proxy Voting Oversight Group prior to a Fund officer signing the forms.
The Proxy Coordinator will provide the Compliance department with a copy of each Form N-PXfiling prepared by the proxy voting service.
Compliance files N-PX.The Compliance department will ensure that a corresponding Form N-PX exists for each Amundi US registered investment company.
Following this review, each Form N-PXis formatted for public dissemination via the EDGAR system.
Prior to submission, each Form N-PXis to be presented to the Fund officer for a final review and signature.
Copies of the Form N-PXfilings and their submission receipts are maintained according to Amundi US record keeping policies.
Proxy Voting Guidelines
Administrative
While administrative items appear infrequently in U.S. issuer proxies, they are quite common in non-U.S.proxies.
We will generally support these and similar management proposals:
• |
Corporate name change. |
• |
A change of corporate headquarters. |
• |
Stock exchange listing. |
• |
Establishment of time and place of annual meeting. |
• |
Adjournment or postponement of annual meeting. |
• |
Acceptance/approval of financial statements. |
• |
Approval of dividend payments, dividend reinvestment plans and other dividend-related proposals. |
• |
Approval of minutes and other formalities. |
• |
Authorization of the transferring of reserves and allocation of income. |
• |
Amendments to authorized signatories. |
• |
Approval of accounting method changes or change in fiscal year-end. |
• |
Acceptance of labor agreements. |
• |
Appointment of internal auditors. |
Amundi US will vote on a case-by-casebasis on other routine administrative items; however, Amundi US will oppose any routine proposal if insufficient information is presented in advance to allow Amundi US to judge the merit of the proposal. Amundi US has also instructed its proxy voting service to inform Amundi US of its analysis of any administrative items that may be inconsistent, in its view, with Amundi US' goal of supporting the value of its clients' portfolio holdings so that Amundi US may consider and vote on those items on a case-by-casebasis in its discretion.
Auditors
We normally vote for proposals to:
• |
Ratify the auditors. We will consider a vote against if we are concerned about the auditors' independence or their past work for the company. Specifically, we will oppose the ratification of auditors and withhold votes for audit committee members if non-auditfees paid by the company to the auditing firm exceed the sum of audit fees plus audit-related fees plus permissible tax fees according to the disclosure categories proposed by the Securities and Exchange Commission. |
• |
Restore shareholder rights to ratify the auditors. |
We will normally oppose proposals that require companies to:
• |
Seek bids from other auditors. |
• |
Rotate auditing firms, except where the rotation is statutorily required or where rotation would demonstrably strengthen financial disclosure. |
• |
Indemnify auditors. |
• |
Prohibit auditors from engaging in non-auditservices for the company. |
Board of Directors
On issues related to the board of directors, Amundi US normally supports management. We will, however, consider a vote against management in instances where corporate performance has been poor or where the board appears to lack independence.We also believe that a well balanced board with diverse perspectives is conducive to sound corporate governance. In our view, diversity of expertise, skill, gender, ethnicity, and race may contribute to the overall quality of decision making and risk management.
General Board Issues
Amundi US will vote for:
• |
Audit, compensation and nominating committees composed of independent directors exclusively. |
• |
Indemnification for directors for actions taken in good faith in accordance with the business judgment rule. We will vote against proposals for broader indemnification. |
• |
Changes in board size that appear to have a legitimate business purpose and are not primarily for anti-takeover reasons. |
• |
Election of an honorary director. |
We will vote against:
• |
Minimum stock ownership by directors. |
• |
Term limits for directors. Companies benefit from experienced directors, and shareholder control is better achieved through annual votes. |
• |
Requirements for union or special interest representation on the board. |
• |
Requirements to provide two candidates for each board seat. |
We will vote on a case-bycase basis on these issues:
• |
Separate chairman and CEO positions. We will consider voting with shareholders on these issues in cases of poor corporate performance. |
Elections of Directors
In uncontested elections of directors we will vote against:
• |
Individual directors with absenteeism above 25% without valid reason. We support proposals that require disclosure of director attendance. |
• |
Insider directors and affiliated outsiders who sit on the audit, compensation, stock option or nominating committees. For the purposes of our policy, we use the definition of affiliated directors provided by our proxy voting service. |
We will also vote against:
• |
Directors who have failed to act on a takeover offer where the majority of shareholders have tendered their shares. |
• |
Directors who appear to lack independence or are associated with poor corporate or governance performance. |
We will vote on a case-bycase basis on these issues:
• |
Re-electionof directors who have implemented or renewed a dead hand or modified dead-hand poison pill (a "dead-hand poison pill" is a shareholder rights plan that may be altered only by incumbent or "dead" directors. These plans prevent a potential acquirer from disabling a poison pill by obtaining control of the board through a proxy vote). |
• |
Contested election of directors. |
• |
Election of a greater number of independent directors (in order to move closer to a majority of independent directors) in cases of poor performance. |
• |
Mandatory retirement policies. |
• |
Directors who have ignored a shareholder proposal that has been approved by shareholders for two consecutive years. |
We will vote for:
• |
Precatory and binding resolutions requesting that the board changes the company's bylaws to stipulate that directors need to be elected with affirmative majority of votes cast, provided that the resolutions allow for plurality voting in cases of contested elections. |
Takeover-Related Measures
Amundi US is generally opposed to proposals that may discourage takeover attempts. We believe that the potential for a takeover helps ensure that corporate performance remains high.
Amundi US will vote for:
• |
Cumulative voting. |
• |
Increasing the ability for shareholders to call special meetings. |
• |
Increasing the ability for shareholders to act by written consent. |
• |
Restrictions on the ability to make greenmail payments. |
• |
Submitting rights plans to shareholder vote. |
• |
Rescinding shareholder rights plans ("poison pills"). |
• |
Opting out of the following state takeover statutes: |
• |
Control share acquisition statutes, which deny large holders voting rights on holdings over a specified threshold. |
• |
Control share cash-outprovisions, which require large holders. |
• |
to acquire shares from other holders. |
• |
Freeze-outprovisions, which impose a waiting period on large holders before they can attempt to gain control. |
• |
Stakeholder laws, which permit directors to consider interests of non-shareholderconstituencies. |
• |
Disgorgement provisions, which require acquirers to disgorge profits on purchases made before gaining control. |
• |
Fair price provisions. |
• |
Authorization of shareholder rights plans. |
• |
Labor protection provisions. |
• |
Mandatory classified boards. |
We will vote on a case-by-casebasis on the following issues:
• |
Fair price provisions. We will vote against provisions requiring supermajority votes to approve takeovers. We will also consider voting against proposals that require a supermajority vote to repeal or amend the provision. Finally, we will consider the mechanism used to determine the fair price; we are generally opposed to complicated formulas or requirements to pay a premium. |
• |
Opting out of state takeover statutes regarding fair price provisions. We will use the criteria used for fair price provisions in general to determine our vote on this issue. |
• |
Proposals that allow shareholders to nominate directors. |
We will vote against:
• |
Classified boards, except in the case of closed-endfunds, where we shall vote on a case-by-casebasis. |
• |
Limiting shareholder ability to remove or appoint directors. We will support proposals to restore shareholder authority in this area. We will review on case-by-casebasis proposals that authorize the board to make interim appointments. |
• |
Classes of shares with unequal voting rights. |
• |
Supermajority vote requirements. |
• |
Severance packages ("golden" and "tin" parachutes). We will support proposals to put these packages to shareholder vote. |
• |
Reimbursement of dissident proxy solicitation expenses. While we ordinarily support measures that encourage takeover bids, we believe that management should have full control over corporate funds. |
• |
Extension of advance notice requirements for shareholder proposals. |
• |
Granting board authority normally retained by shareholders, particularly the right to amend the corporate charter. |
• |
Shareholder rights plans ("poison pills"). These plans generally allow shareholders to buy additional shares at a below-market price in the event of a change in control and may deter some bids. |
Capital Structure
Managements need considerable flexibility in determining the company's financial structure, and Amundi US normally supports managements' proposals in this area. We will, however, reject proposals that impose high barriers to potential takeovers.
Amundi US will vote for:
• |
Changes in par value. |
• |
Reverse splits, if accompanied by a reduction in number of shares. |
• |
Shares repurchase programs, if all shareholders may participate on equal terms. |
• |
Bond issuance. |
• |
Increases in "ordinary" preferred stock. |
• |
Proposals to have blank-check common stock placements (other than shares issued in the normal course of business) submitted for shareholder approval. |
• |
Cancellation of company treasury shares. |
We will vote on a case-by-casebasis on the following issues:
• |
Reverse splits not accompanied by a reduction in number of shares, considering the risk of delisting. |
• |
Increase in authorized common stock. We will make a determination considering, among other factors: |
• |
Number of shares currently available for issuance; |
• |
Size of requested increase (we would normally approve increases of up to 100% of current authorization); |
• |
Proposed use of the proceeds from the issuance of additional shares; and |
• |
Potential consequences of a failure to increase the number of shares outstanding (e.g., delisting or bankruptcy). |
• |
Blank-check preferred. We will normally oppose issuance of a new class of blank-check preferred, but may approve an increase in a class already outstanding if the company has demonstrated that it uses this flexibility appropriately. |
• |
Proposals to submit private placements to shareholder vote. |
• |
Other financing plans. |
We will vote against preemptive rights that we believe limit a company's financing flexibility.
Compensation
Amundi US supports compensation plans that link pay to shareholder returns and believes that management has the best understanding of the level of compensation needed to attract and retain qualified people. At the same time, stock-related compensation plans have a significant economic impact and a direct effect on the balance sheet. Therefore, while we do not want to micromanage a company's compensation programs, we place limits on the potential dilution these plans may impose.
Amundi US will vote for:
• |
401(k) benefit plans. |
• |
Employee stock ownership plans (ESOPs), as long as shares allocated to ESOPs are less than 5% of outstanding shares. Larger blocks of stock in ESOPs can serve as a takeover defense. We will support proposals to submit ESOPs to shareholder vote. |
• |
Various issues related to the Omnibus Budget and Reconciliation Act of 1993 (OBRA), including: |
• |
Amendments to performance plans to conform with OBRA; |
• |
Caps on annual grants or amendments of administrative features; |
• |
Adding performance goals; and |
• |
Cash or cash-and-stockbonus plans. |
• |
Establish a process to link pay, including stock-option grants, to performance, leaving specifics of implementation to the company. |
• |
Require that option repricing be submitted to shareholders. |
• |
Require the expensing of stock-option awards. |
• |
Require reporting of executive retirement benefits (deferred compensation, split dollar life insurance, SERPs, and pension benefits). |
• |
Employee stock purchase plans where the purchase price is equal to at least 85% of the market price, where the offering period is no greater than 27 months and where potential dilution (as defined below) is no greater than 10%. |
We will vote on a case-by-casebasis on the following issues:
• |
Shareholder proposals seeking additional disclosure of executive and director pay information. |
• |
Executive and director stock-related compensation plans. We will consider the following factors when reviewing these plans: |
• |
The program must be of a reasonable size. We will approve plans where the combined employee and director plans together would generate less than 15% dilution. We will reject plans with 15% or more potential dilution. |
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
• |
The plan must not: |
• |
Explicitly permit unlimited option repricing authority or have allowed option repricing in the past without shareholder approval. |
• |
Be a self-replenishing "evergreen" plan or a plan that grants discount options and tax offset payments. |
• |
We are generally in favor of proposals that increase participation beyond executives. |
• |
We generally support proposals asking companies to adopt rigorous vesting provisions for stock option plans such as those that vest incrementally over, at least, a three- or four-year period with a pro rata portion of the shares becoming exercisable on an annual basis following grant date. |
• |
We generally support proposals asking companies to disclose their window period policies for stock transactions. Window period policies ensure that employees do not exercise options based on insider information contemporaneous with quarterly earnings releases and other material corporate announcements. |
• |
We generally support proposals asking companies to adopt stock holding periods for their executives. |
• |
All other employee stock purchase plans. |
• |
All other compensation-related proposals, including deferred compensation plans, employment agreements, loan guarantee programs and retirement plans. |
• |
All other proposals regarding stock compensation plans, including extending the life of a plan, changing vesting restrictions, repricing options, lengthening exercise periods or accelerating distribution of awards and pyramiding and cashless exercise programs. |
We will vote against:
• |
Pensions for non-employeedirectors. We believe these retirement plans reduce director objectivity. |
• |
Elimination of stock option plans. |
We will vote on a case-bycase basis on these issues:
• |
Limits on executive and director pay. |
• |
Stock in lieu of cash compensation for directors. |
Corporate Governance
Amundi US will vote for:
• |
Confidential voting. |
• |
Equal access provisions, which allow shareholders to contribute their opinions to proxy materials. |
• |
Proposals requiring directors to disclose their ownership of shares in the company. |
We will vote on a case-by-casebasis on the following issues:
• |
Change in the state of incorporation. We will support reincorporations 16 supported by valid business reasons. We will oppose those that appear to be solely for the purpose of strengthening takeover defenses. |
• |
Bundled proposals. We will evaluate the overall impact of the proposal. |
• |
Adopting or amending the charter, bylaws or articles of association. |
• |
Shareholder appraisal rights, which allow shareholders to demand judicial review of an acquisition price. |
We will vote against:
• |
Shareholder advisory committees. While management should solicit shareholder input, we prefer to leave the method of doing so to management's discretion. |
• |
Limitations on stock ownership or voting rights. |
• |
Reduction in share ownership disclosure guidelines. |
Mergers and Restructurings
Amundi US will vote on the following and similar issues on a case-by-casebasis:
• |
Mergers and acquisitions. |
• |
Corporate restructurings, including spin-offs, liquidations, asset sales, joint ventures, conversions to holding company and conversions to self-managed REIT structure. |
• |
Debt restructurings. |
• |
Conversion of securities. |
• |
Issuance of shares to facilitate a merger. |
• |
Private placements, warrants, convertible debentures. |
• |
Proposals requiring management to inform shareholders of merger opportunities. |
We will normally vote against shareholder proposals requiring that the company be put up for sale.
Investment Companies
Many of our portfolios may invest in shares of closed-endfunds or open-endfunds (including exchange-traded funds). The non-corporatestructure of these investments raises several unique proxy voting issues.
Amundi US will vote for:
• |
Establishment of new classes or series of shares. |
• |
Establishment of a master-feeder structure. |
Amundi US will vote on a case-by-casebasis on:
• |
Changes in investment policy. We will normally support changes that do not affect the investment objective or overall risk level of the fund. We will examine more fundamental changes on a case-by-casebasis. |
• |
Approval of new or amended advisory contracts. |
• |
Changes from closed-endto open-endformat. |
• |
Election of a greater number of independent directors. |
• |
Authorization for, or increase in, preferred shares. |
• |
Disposition of assets, termination, liquidation, or mergers. |
• |
Classified boards of closed-endfunds, but will typically support such proposals. |
In general, business development companies (BDCs) are not considered investment companies for these purposes but are treated as corporate issuers.
Environmental and Social Issues
Amundi US believes that environmental and social issues may influence corporate performance and economic return. Indeed, by analyzing all of a company's risks and opportunities, Amundi US can better assess its intrinsic value and long-term economic prospects.
When evaluating proxy proposals relating to environmental or social issues, decisions are made on a case-by-casebasis. We consider each of these proposals based on the impact to the company's shareholders and economic return, the specific circumstances at each individual company, any potentially adverse economic concerns, and the current policies and practices of the company.
For example, shareholder proposals relating to environmental and social issues, and on which we will vote on a base-by-casebasis, may include those seeking that a company:
• |
Conduct studies regarding certain environmental or social issues; |
• |
Study the feasibility of the company taking certain actions with regard to such issues; or |
• |
Take specific action, including adopting or ceasing certain behavior and adopting company standards and principles, in relation to such issues. |
In general, Amundi US believes these issues are important and should receive management attention.
Amundi US will support proposals where we believe the proposal, if implemented, would improve the prospects for the long-term success of the business and would provide value to the company and its shareholders. Amundi US may abstain on shareholder proposals with regard to environmental and social issues in cases where we believe the proposal, if implemented, would not be in the economic interests of the company, or where implementing the proposal would constrain management flexibility or would be unduly difficult, burdensome or costly.
When evaluating proxy proposals relating to environmental or social issues, Amundi US may consider the following factors or other factors deemed relevant, given such weight as deemed appropriate:
• |
approval of the proposal helps improve the company's practices; |
• |
approval of the proposal can improve shareholder value; |
• |
the company's current stance on the topic is likely to have negative effects on its business position or reputation in the short, medium, or long term; |
• |
the company has already put appropriate action in place to respond to the issue contained in the proposal; |
• |
the company's reasoning against approving the proposal responds appropriately to the various points mentioned by the shareholder when the proposal was presented; |
• |
the solutions recommended in the proposal are relevant and appropriate, and if the topic of the proposal would not be better addressed through another means. |
In the event of failures in risk management relating to environmental and social issues, Amundi US may vote against the election of directors responsible for overseeing those areas. Issues of special conceto Amundi US include corporate commitments to mitigating climate effects; achieving a diverse board of directors and employee base; And maintaining sound and safe working conditions, equitable compensation practices, and opportunities for career advancement. Amundi US will vote against proposals calling for substantial changes in the company's business or activities. We will also normally vote against proposals with regard to contributions, believing that management should control the routine disbursement of funds. In each case, fundamental consideration governing votes cast on behalf of any of the Pioneer Funds in these areas is Amundi US' assessment of the potential impact on shareholder value.
Conflicts of Interest
Amundi US recognizes that in certain circumstances a conflict of interest may arise when Amundi US votes a proxy.
A conflict of interest occurs when Amundi US' interests interfere, or appear to interfere, with the interests of Amundi US' clients.
A conflict may be actual or perceived and may exist, for example, when the matter to be voted on concerns:
• |
An affiliate of Amundi US, such as another company belonging to the Credit Agricole banking group ( "Credit Agricole Affiliate"); |
• |
An issuer of a security for which Amundi US acts as a sponsor, advisor, manager, custodian, distributor, underwriter, broker, or other similar capacity (including those securities specifically declared by its parent Amundi to present a conflict of interest for Amundi US); |
• |
An issuer of a security for which Amundi has informed Amundi US that a Credit Agricole Affiliate acts as a sponsor, advisor, manager, custodian, distributor, underwriter, broker, or other similar capacity; or |
• |
A person with whom Amundi US (or any of its affiliates) has an existing, material contract or business relationship. |
Any member of the Proxy Voting Oversight Group and any other associate involved in the proxy voting process with knowledge of any apparent or actual conflict of interest must disclose such conflict to the Proxy Coordinator and the Chief Compliance Officer of Amundi US and the Funds. If any associate is lobbied or pressured with respect to any voting decision, whether within or outside of Amundi US, he or she should contact a member of the Proxy Voting Oversight Group or Amundi US' Chief Compliance Officer.
The Proxy Voting Oversight Group will review each item referred to Amundi US by the proxy voting service to determine whether an actual or potential conflict of interest exists in connection with the proposal(s) to be voted upon. The review will be conducted by comparing the apparent parties affected by the proxy proposal being voted
upon against the Controller's and Compliance Department's internal list of interested persons and, for any matches found, evaluating the anticipated magnitude and possible probability of any conflict of interest being present. The Proxy Voting Oversight Group may cause any of the following actions to be taken when a conflict of interest is present:
• |
Vote the proxy in accordance with the vote indicated under "Voting Guidelines," if a vote is indicated, or |
• |
Direct the independent proxy voting service to vote the proxy in accordance with its independent assessment or that of another independent adviser appointed by Amundi US or the applicable client for this purpose. |
If the Proxy Voting Oversight Group perceives a material conflict of interest, the Group may also choose to disclose the conflict to the affected clients and solicit their consent to proceed with the vote or their direction (including through a client's fiduciary or other adviser), or may take such other action in good faith (in consultation with counsel) that would protect the interests of clients.
For each referral item, the determination regarding the presence or absence of any actual or potential conflict of interest will be documented in a Conflicts of Interest Report prepared by the Proxy Coordinator.
The Proxy Voting Oversight Group will review periodically the independence of the proxy voting service. This may include a review of the service's conflict management procedures and other documentation and an evaluation as to whether the service continues to have the competency and capacity to vote proxies.
Decisions Not to Vote Proxies
Although it is Amundi US' general policy to vote all proxies in accordance with the principles set forth in this policy, there may be situations in which the Proxy Voting Oversight Group does not vote a proxy referred to it. For example, because of the potential conflict of interest inherent in voting shares of a Credit Agricole Affiliate, Amundi US will abstain from voting the shares unless otherwise directed by a client. In such a case, the Proxy Coordinator will inform Amundi Compliance before exercising voting rights.
There exist other situations in which the Proxy Voting Oversight Group may refrain from voting a proxy. For example, if the cost of voting a foreign security outweighs the benefit of voting, the Group may not vote the proxy. The Group may not be given enough time to process a vote, perhaps because its receives a meeting notice too late or it cannot obtain a translation of the agenda in the time available. If Amundi US has outstanding "sell" orders, the proxies for shares subject to the order may not be voted to facilitate the sale. Although Amundi US may hold shares on a company's record date, if the shares are sold prior to the meeting date the Group may decide not to vote those shares.
Recordkeeping
The Proxy Coordinator shall ensure that Amundi US' proxy voting service:
• |
Retains a copy of each proxy statement received (unless the proxy statement is available from the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); |
• |
Retains a record of the vote cast; |
• |
Prepares Form N-PXfor filing on behalf of each client that is a registered investment company; and |
• |
Is able to promptly provide Amundi US with a copy of the voting record upon its request. |
The Proxy Coordinator shall ensure that for those votes that may require additional documentation (i.e. conflicts of interest, exception votes and case-by-casevotes) the following records are maintained:
• |
A record memorializing the basis for each referral vote cast; |
• |
A copy of any document created by Amundi US that was material in making the decision on how to vote the subject proxy; |
• |
A copy of any recommendation or analysis furnished by the proxy voting service; and |
• |
A copy of any conflict notice, conflict consent or any other written communication (including emails or other electronic communications) to or from the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciaries) regarding the subject proxy vote cast by, or the vote recommendation of, Amundi US. |
Amundi US shall maintain the above records in the client's file in accordance with applicable regulations.
Copies of this policy, and copies of records related to this policy shall be kept in accordance with Amundi US' Books and Records Policy. This policy and procedure shall be periodically reviewed and updated consistent with the requirements and standards established by Amundi US.
Escalation and Management Reporting
Escalation
It is each associate's responsibility to contact his or her business unit head, the Proxy Coordinator, a member of the Proxy Voting Oversight Group or Amundi US' Chief Compliance Officer if he or she becomes aware of any possible noncompliance with this policy.
Management Reporting
Reporting is done to senior leadership on an as needed basis.
Training
Amundi US will conduct periodic training regarding proxy voting and this policy. It is the responsibility of the business line policy owner and the applicable Compliance Department to coordinate and conduct such training.
Review and Approval
Review
This Policy must be reviewed and validated annually (12-months)by the Policy Contact or designee, in conjunction with the Policy Owner and relevant stakeholders.
Approval
Material Updates to this Policy must be approved by the Pioneer Funds' Board of Trustees and/or US Compliance Committee, as necessary.
Related regulations
• |
Rule 30b1-4,Rule 31a1-3,and Rule 38a-1under the Investment Company Act of 1940 |
• |
Rule 206(4)-6and Rule 204-2under the Investment Advisers Act of 1940 |
• |
Form N-1A |
• |
Form N-PX |
ITEM 13. PORTFOLIO MANAGERS OF CLOSED-ENDMANAGEMENT INVESTMENT COMPANIES.
(a) If the registrant is a closed-endmanagement investment company that is filing an annual report on this Form N-CSR,provide the following information:
(1) State the name, title, and length of service of the person or persons employed by or associated with the registrant or an investment adviser of the registrant who are primarily responsible for the day-to-daymanagement of the registrant's portfolio ("Portfolio Manager"). Also state each Portfolio Manager's business experience during the past 5 years.
Portfolio management
Additional information about the portfolio manager
Other accounts managed by the portfolio manager
The table below indicates, for the portfolio manager of the fund, information about the accounts other than the fund over which the portfolio manager has day-to-dayinvestment responsibility. All information on the number of accounts and total assets in the table is as of November 30, 2024. For purposes of the table, "Other Pooled Investment Vehicles" may include investment partnerships, undertakings for collective investments in transferable securities ("UCITS") and other non-U.S.investment funds and group trusts, and "Other Accounts" may include separate accounts for institutions or individuals, insurance company general or separate accounts, pension funds and other similar institutional accounts but generally do not include the portfolio manager's personal investment accounts or those which the manager may be deemed to own beneficially under the code of ethics. Certain funds and other accounts managed by the portfolio manager may have substantially similar investment strategies.
Name of Portfolio Manager |
Type of Account |
Number of Accounts Managed |
Total Assets Managed (000's) |
Number of Accounts Managed for which Advisory Fee is Performance- Based |
Assets Managed for which Advisory Fee is Performance- Based (000's) |
|||||||||||||
Jonathan Sharkey |
Other Registered Investment Companies | 4 | $ | 7,598,486 | N/A | N/A | ||||||||||||
Other Pooled Investment Vehicles | 1 | $ | 245,376 | N/A | N/A | |||||||||||||
Other Accounts | 1 | $ | 403,661 | N/A | N/A |
Potential conflicts of interest
When a portfolio manager is responsible for the management of more than one account, the potential arises for the portfolio manager to favor one account over another. The principal types of potential conflicts of interest that may arise are discussed below. For the reasons outlined below, Amundi US does not believe that any material conflicts are likely to arise out of a portfolio manager's responsibility for the management of the fund as well as one or more other accounts. Although Amundi US has adopted procedures that it believes are reasonably designed to detect and prevent violations of the federal securities laws and to mitigate the potential for conflicts of interest to affect its portfolio management decisions, there can be no assurance that all conflicts will be identified or that all procedures will be effective in mitigating the potential for such risks. Generally, the risks of such conflicts of interest are increased to the extent that a portfolio manager has a financial incentive to favor one account over another. Amundi US has structured its compensation arrangements in a manner that is intended to limit such potential for conflicts of interest. See "Compensation of Portfolio Managers" below.
• |
A portfolio manager could favor one account over another in allocating new investment opportunities that have limited supply, such as initial public offerings and private placements. If, for example, an initial public offering that was expected to appreciate in value significantly shortly after the offering was allocated to a single account, that account may be expected to have better investment performance than other accounts that did not receive an allocation of the initial public offering. Generally, investments for which there is limited availability are allocated based upon a range of factors including available cash and consistency with the accounts' investment objectives and policies. This allocation methodology necessarily involves some subjective elements but is intended over time to treat each client in an equitable and fair manner. Generally, the investment opportunity is allocated among participating accounts on a pro rata basis. Although Amundi US believes that its practices are reasonably designed to treat each client in an equitable and fair manner, there may be instances where a fund may not participate, or may participate to a lesser degree than other clients, in the allocation of an investment opportunity. |
• |
A portfolio manager could favor one account over another in the order in which trades for the accounts are placed. If a portfolio manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions. The less liquid the market for the security or the greater the percentage that the proposed aggregate purchases or sales represent of average daily trading volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price. When a portfolio manager intends to trade the same security on the same day for more than one account, the trades typically are "bunched," which means that the trades for the individual accounts are aggregated and each account receives the same price. There are some types of accounts as to which bunching may not be possible for contractual reasons (such as directed brokerage arrangements). Circumstances may also arise where the trader believes that bunching the orders may not result in the best possible price. Where those accounts or circumstances are involved, Amundi US will place the order in a manner intended to result in as favorable a price as possible for such client. |
• |
A portfolio manager could favor an account if the portfolio manager's compensation is tied to the performance of that account to a greater degree than other accounts managed by the portfolio manager. If, for example, the portfolio manager receives a bonus based upon the performance of certain accounts relative to a benchmark while other accounts are disregarded for this purpose, the portfolio manager will have a financial incentive to seek to have the accounts that determine the portfolio manager's bonus achieve the best possible performance to the possible detriment of other accounts. Similarly, if Amundi US receives a performance-based advisory fee, the portfolio manager may favor that account, whether or not the performance of that account directly determines the portfolio manager's compensation. |
• |
A portfolio manager could favor an account if the portfolio manager has a beneficial interest in the account, in order to benefit a large client or to compensate a client that had poor returns. For example, if the portfolio manager held an interest in an investment partnership that was one of the accounts managed by the portfolio manager, the portfolio manager would have an economic incentive to favor the account in which the portfolio manager held an interest. |
• |
If the different accounts have materially and potentially conflicting investment objectives or strategies, a conflict of interest could arise. For example, if a portfolio manager purchases a security for one account and sells the same security for another account, such trading pattemay disadvantage either the account that is long or short. In making portfolio manager assignments, Amundi US seeks to avoid such potentially conflicting situations. However, where a portfolio manager is responsible for accounts with differing investment objectives and policies, it is possible that the portfolio manager will conclude that it is in the best interest of one account to sell a portfolio security while another account continues to hold or increase the holding in such security. |
Compensation of portfolio manager
Amundi US has adopted a system of compensation for portfolio managers that seeks to align the financial interests of the portfolio managers with those of shareholders of the accounts (including Pioneer funds) the portfolio managers manage, as well as with the financial performance of Amundi US. The compensation program for all Amundi US portfolio managers includes a base salary (determined by the rank and tenure of the employee) and an annual bonus program, as well as customary benefits that are offered generally to all full-time employees. Base compensation is fixed and normally reevaluated on an annual basis. Amundi US seeks to set base compensation at market rates, taking into account the experience and responsibilities of the portfolio manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving superior investment performance and align
the interests of the investment professional with those of shareholders, as well as with the financial performance of Amundi US. Any bonus under the plan is completely discretionary, with a maximum annual bonus that may be in excess of base salary. The annual bonus is based upon a combination of the following factors:
• |
Quantitative investment performance.The quantitative investment performance calculation is based on pre-taxinvestment performance of all of the accounts managed by the portfolio manager (which includes the fund and any other accounts managed by the portfolio manager) over a one-yearperiod (20% weighting) and four-year period (80% weighting), measured for periods ending on December 31. The accounts, which include the fund, are ranked against a group of mutual funds with similar investment objectives and investment focus (60%) and a securities market index measuring the performance of the same type of securities in which the accounts invest (40%), which, in the case of the fund, is the Bank of America Merrill Lynch High Yield Master II Index. As a result of these two benchmarks, the performance of the portfolio manager for compensation purposes is measured against the criteria that are relevant to the portfolio manager's competitive universe. |
• |
Qualitative performance.The qualitative performance component with respect to all of the accounts managed by the portfolio manager includes objectives, such as effectiveness in the areas of teamwork, leadership, communications and marketing, that are mutually established and evaluated by each portfolio manager and management. |
• |
Amundi US results and business line results.Amundi US's financial performance, as well as the investment performance of its investment management group, affect a portfolio manager's actual bonus by a leverage factor of plus or minus (+/-) a predetermined percentage. |
The quantitative and qualitative performance components comprise 80% and 20%, respectively, of the overall bonus calculation (on a pre-adjustmentbasis). A portion of the annual bonus is deferred for a specified period and may be invested in one or more Pioneer funds.
Certain portfolio managers participate in other programs designed to reward and retain key contributors. Portfolio managers also may participate in a deferred compensation program, whereby deferred amounts are invested in one or more Pioneer funds or collective investment trusts or other unregistered funds with similar investment objectives, strategies and policies.
Share ownership by portfolio manager
The following table indicates as of November 30, 2024 the value, within the indicated range, of shares beneficially owned by the portfolio manager of the fund.
Name of Portfolio Manager |
Beneficial Ownership of the Fund* |
|
Jonathan Sharkey | A |
* |
Key to Dollar Ranges |
A. | None | |
B. | $1 - $10,000 | |
C. | $10,001 - $50,000 | |
D. | $50,001 - $100,000 | |
E. | $100,001 - $500,000 | |
F. | $500,001 - $1,000,000 | |
G. | Over $1,000,000 |
ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-ENDMANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-endmanagement investment company, in the following tabular format, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any affiliated purchaser, as defined in Rule 10b-18(a)(3)under the Exchange Act (17 CFR 240.10b-18(a)(3)),of shares or other units of any class of the registrant's equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).
During the period covered by this report, there were no purchases made by or on behalf of the registrant or any affiliated purchaser as defined in Rule 10b-18(a)(3)under the Securities Exchange Act of 1934 (the Exchange Act), of shares of the registrants equity securities that are registered by the registrant pursuant to Section 12 of the Exchange Act.
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant's Board of Directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-R(17CFR 229.407)(as required by Item 22(b)(15)) of Schedule 14A (17 CFR 240.14a-101),or this Item.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's Board of Directors since the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-Rof Schedule 14(A) in its definitive proxy statement, or this item.
ITEM 16. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive and principal financials officers, or persons performing similar functions, regarding the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c)under the Act (17 CFR 270.30a-3(c)))as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b)under the Act (17 CFR 270.30(a)-3(b)and Rules 13a-15(b)or 15d-15(b)under the Exchange Act (17 CFR 240.13a-15(b)or 240.15d-15(b)).
The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures are effective based on the evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.
(b) Disclose any change in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d)under the Act (17CFR 270.30a-3(d))that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
There were no significant changes in the registrant's internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.
Item 17. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-ENDMANAGEMENT INVESTMENT COMPANIES.
(a) If the registrant is a closed-endmanagement investment company, provide the following dollar amounts of income and compensation related to the securities lending activities of the registrant during its most recent fiscal year:
N/A
(1) Gross income from securities lending activities;
N/A
(2) All fees and/or compensation for each of the following securities lending activities and related services: any share of revenue generated by the securities lending program paid to the securities lending agent(s) (revenue split); fees paid for cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split; administrative fees that are not included in the revenue split; fees for indemnification that are not included in the revenue split; rebates paid to borrowers; and any other fees relating to the securities lending program that are not included in the revenue split, including a description of those other fees;
N/A
(3) The aggregate fees/compensation disclosed pursuant to paragraph (2); and
N/A
(4) Net income from securities lending activities (i.e., the dollar amount in paragraph (1) minus the dollar amount in paragraph (3)).
If a fee for a service is included in the revenue split, state that the fee is included in the revenue split.
N/A
(b) If the registrant is a closed-endmanagement investment company, describe the services provided to the registrant by the securities lending agent in the registrants most recent fiscal year.
N/A
Item 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
N/A
ITEM 19. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule30a-2(a)under the Act (17 CFR270.30a-2(a)), exactly as set forth below:
Filed herewith.
(b) Certifications pursuant to Rule30a-2(b)under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(3) Not applicable.
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 Fund, Inc.
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, Principal Executive Officer
Date February 5, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, Principal Executive Officer
Date February 5, 2025
By (Signature and Title)* /s/ Anthony J. Koenig, Jr.
Anthony J. Koenig, Jr., Principal Financial Officer
Date February 5, 2025
* |
Print the name and title of each signing officer under his or her signature. |
Attachments
Disclaimer
Pioneer Floating Rate Fund Inc. published this content on February 05, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on February 05, 2025 at 15:01:39.790.
Merchants Insurance Group Selects CLARA Analytics to Increase Operational Efficiency and Improve the Claims Experience
2 Catalysts That Could Make the TLT ETF a Screaming Buy
Advisor News
Annuity News
Health/Employee Benefits News
Life Insurance News