Global Markets & Investment Banking
4 World Financial Center - 5th Floor
[GRAPHIC OMITTED][GRAPHIC OMITTED] New York, New York 10080
MERRILL LYNCH
212-449-6500
December 20, 2004
Mr. Dominic Minore, Esq.
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pioneer Floating Rate Trust (the "Fund")
Form N-2 Registration Statement No. 333-119731
Investment Company Act File No. 811-21654
Dear Mr. Minore:
Pursuant to Rule 460 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Securities Act"), we, on behalf of the
several underwriters, wish to advise you that distribution of the amended
Registration Statement, Form N-2 as filed on November 19, 2004, and Preliminary
Prospectus dated November 19, 2004, were or will be distributed during the
period November 19, 2004 through December 22, 2004, as follows: approximately
144,000 copies of the Preliminary Prospectus and a limited number of
Registration Statements have been or will be sent to underwriters, dealers and
institutions.
In accordance with Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, the undersigned, on behalf of the underwriters of the
offering of common shares of beneficial interest of the Fund, hereby joins in
the request of the Fund for acceleration of the effective date of the
above-named Registration Statement so that it becomes effective at 2:00 p.m.,
Eastern Time on December 22, 2004, or as soon as possible thereafter.
Very truly yours,
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
/s/ Richard A. Diaz
--------------------------------------------
Name: Richard A. Diaz
Title: Authorized Signatory