================================================================================

PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION DATED JULY 17, 2020

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

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Filed by the Registrant [X] Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement

[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[_] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-12

PIONEER FLOATING RATE TRUST
(Name of Registrant as Specified In Its Charter)

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

Copies to:

Roger P. Joseph, Esq. Keith E. Gottfried, Esq.
Toby R. Serkin, Esq. Morgan, Lewis & Bockius LLP
Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, N.W.
One Federal Street Washington, DC 20004-2541
Boston MA 02110 (202) 739-3000
(617) 341-7700

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

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PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION DATED JULY 17, 2020

PIONEER FLOATING RATE TRUST (PHD)
60 State Street
Boston, Massachusetts 02109
1-800-859-8508

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR [INSERT DAY OF WEEK], [INSERT MONTH] [.], 2020

The Annual Meeting of Shareholders (the "Annual Meeting") of Pioneer Floating
Rate Trust, a Delaware statutory trust (the "Fund"), is scheduled to be held at
the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts 02110, on [INSERT DAY OF WEEK], [INSERT MONTH] [.], 2020 at 3:00
p.m. (Eastern Time), for the following purposes:

1. To elect three Class II Trustees, each to serve until the Fund's 2023
annual meeting or until his or her successor is elected and qualified;

2. If properly presented in accordance with the Fund's Amended and Restated
Bylaws, to vote upon a shareholder proposal from Saba Capital Master
Fund, Ltd. to terminate the Fund's investment advisory agreement with
Amundi Pioneer Asset Management, Inc.; and

3. To consider any other business that may properly come before the Annual
Meeting or any adjournment, postponement, continuation, or rescheduling
thereof.

The Fund's Board of Trustees (the "Board") knows of no business other than that
mentioned in this Notice of Annual Meeting of Shareholders that will be
presented for consideration at the Annual Meeting. If any other matters are
properly presented at the Annual Meeting, it is the intention of the persons
named as proxies by the Board to vote on such matters in accordance with their
judgment.

We currently plan to hold the Annual Meeting at the offices of Morgan, Lewis &
Bockius LLP, One Federal Street, Boston, Massachusetts 02110. However, as part
of our precautions regarding the novel coronavirus (COVID-19), we are sensitive
to the public health and travel concerns that our shareholders may have, as
well as any restrictions and/or protocols that federal, state, and local
governments may impose. Accordingly, in order to maintain a safe and healthy
environment at our Annual Meeting, the Fund and the Board are closely
monitoring statements issued by the World Health Organization (who.int) and the
Centers for Disease Control and Prevention (cdc.gov) regarding COVID-19. The
Board reserves the right to reconsider the date, time, and/or means of
convening the Annual Meeting. Subject to any restrictions imposed by applicable
law, the Board may choose to conduct the Annual Meeting solely by means of
remote communications, or may hold a "hybrid" meeting where some participants
attend in person and others attend by means of remote communications. If the
Board chooses to change the date, time, and/or means of convening the Annual
Meeting, including holding the Annual Meeting by means of remote
communications, the Fund will announce the decision to do so in advance, and
details on how to participate will be set forth in a press release issued by
the Fund, filed with the Securities and Exchange Commission (the "SEC") as
additional proxy material, and/or posted on our website: amundipioneer.com/us.
We encourage you to check the website prior to the meeting if you plan to
attend. Attendees are also encouraged to review guidance from public health
authorities on this issue.

present a shareholder proposal at such meeting to terminate the Fund's
investment advisory agreement with Amundi Pioneer Asset Management, Inc., which
formerly was known as Pioneer Investment Management, Inc. Given that Saba
Capital has not proposed a replacement investment adviser, the Board believes
that Saba Capital's proposal is self-serving and extremely irresponsible since,
if approved, it would leave the Fund without an investment adviser and at risk
of suffering significant harm. The Board unanimously recommends that you vote
"FOR ALL" the Board's nominees, each of whom is a current Trustee, and
"AGAINST" Saba Capital's proposal to terminate the Fund's investment advisory
agreement with Amundi Pioneer Asset Management, Inc.

The Board has significant concerns that Saba Capital may not have complied with
the advance notice provisions of the Fund's Amended and Restated Bylaws (the
"Bylaws") in connection with the submission of the Saba Capital Shareholder
Notice. Since receiving the Saba Capital Shareholder Notice on May 4, 2020, the
Fund has communicated in writing to Saba Capital on four separate occasions the
Board's concerns that, in connection with submitting the Saba Capital
Shareholder Notice, Saba Capital may not have complied with the Bylaws' advance
notice provisions. As part of its commitment to conducting a thoughtful and
careful process, intended to further the ability of the Board and its
Governance and Nominating Committee to make informed decisions regarding
whether Saba Capital complied with the Bylaws' advance notice provisions, the
Fund has made three separate written requests to Saba Capital for additional
information to address the Board's concerns. To date, Saba Capital has
demonstrated an apparent unwillingness to provide the Fund with the requested
information and has not been willing to make available its proposed nominees
for interviews by the Board's Governance and Nominating Committee. While the
Board has significant concerns that Saba Capital may not have complied with the
Bylaws' advance notice provisions in connection with the submission of the Saba
Capital Shareholder Notice, as of the date hereof, there continues to exist the
possibility that, prior to the mailing of this Proxy Statement, Saba Capital
will provide the Board with information that addresses the Board's concerns
that Saba Capital may not have complied with the Bylaws' advance notice
provisions. Accordingly, as of the date hereof, neither the Board nor its
Governance and Nominating Committee has made a final determination in this
regard. To the extent that the Board does not make such a final determination
until subsequent to the mailing of this Proxy Statement, the Board will file
with the SEC an amendment to this Proxy Statement that discloses such
determination.

Please read this Proxy Statement carefully and vote on the enclosed WHITE proxy
card or by internet or telephone as recommended by the Board in order to
prevent Saba Capital from advancing its self-interested and irresponsible
agenda. Whether or not you expect to attend the Annual Meeting, and in order to
facilitate timely receipt of your proxy vote given the potential impact of
COVID-19, we urge you to sign, date and return the enclosed WHITE proxy card or
vote by internet or telephone as promptly as possible. Voting now will not
limit your right to change your vote or to attend the Annual Meeting.

You may receive proxy solicitation materials from Saba Capital and/or other
persons or entities affiliated with Saba Capital, including an opposition proxy
statement and proxy card. Please be advised that the Fund is not responsible
for the accuracy of any information provided by or relating to Saba Capital
contained in any proxy solicitation materials filed or disseminated by Saba
Capital or any other statements that may be made by Saba Capital and/or other
persons or entities affiliated with Saba Capital.

Do not send back any proxy card other than the enclosed WHITE proxy card, even
to withhold votes on Saba Capital's Trustee nominees or to vote against Saba
Capital's proposal to terminate the Fund's investment advisory agreement with
Amundi Pioneer Asset Management, Inc., as this may cancel your prior vote for
your Board's Nominees and your vote against Saba Capital's proposal to
terminate the Fund's investment advisory agreement with Amundi Pioneer Asset
Management, Inc. The proxy card you submit with the latest date is the proxy
card that will be counted. If you have previously returned a proxy card sent to
you by Saba Capital, you can change your vote (i) by signing, dating and
returning the enclosed WHITE proxy card in the postage-paid envelope provided
herewith; (ii) by recording your voting instructions via telephone or the
internet following the instructions on the enclosed WHITE proxy card; or
(iii) by voting at the Annual Meeting.

If you hold your shares through a broker-dealer, the broker-dealer is the
record holder of your shares. Since this is a contested proxy solicitation, if
you do not give voting instructions to your broker-dealer, pursuant to the
rules of the New York Stock Exchange, your broker-dealer will not be able to
vote your shares with respect to the election of Trustees or Saba Capital's
proposal to terminate the Fund's investment advisory agreement with Amundi
Pioneer Asset Management, Inc. We urge you to instruct your broker-dealer to
vote your shares on the WHITE proxy card.

If you sign the WHITE proxy card, but do not fill in a vote, your shares will
be voted "FOR" the Board's Trustee nominees and "AGAINST" Saba Capital's
proposal to terminate the Fund's investment advisory agreement with Amundi
Pioneer Asset Management, Inc. If any other business is brought before the
Annual Meeting your shares will be voted at the discretion of the proxy holders
named on the WHITE proxy card in accordance with their best judgment, subject
to compliance with Rule 14a-4(c) of the Exchange Act.

If you have any questions or require any assistance with voting your shares,
please contact our proxy solicitor: Okapi Partners LLC, toll free at (877)
566-1922.

Important Notice Regarding the Availability of
Proxy Materials for the Annual Meeting of Shareholders to be Held on [.], 2020:

Our Proxy Statement is attached. Pursuant to rules promulgated by the SEC, we
have elected to provide access to our proxy materials both by sending you this
full set of proxy materials, including the Proxy Statement and a WHITE proxy
card, and by notifying you of the availability of these proxy materials on the
Internet. This Notice and the attached Proxy Statement are available on the
Internet at www.OkapiVote.com/PHD.

By Order of the Board of
Trustees,
Christopher J. Kelley
Chief Legal Officer and
Secretary

Boston, Massachusetts
July [.], 2020

IMPORTANT

It is important that your shares be represented at the Annual Meeting, no
matter how many or how few shares you own. Whether or not you expect to attend
the Annual Meeting, and in order to facilitate timely receipt of your proxy
vote given the potential impact of COVID-19, we urge you to sign, date and
return the enclosed WHITE proxy card or vote by internet or telephone as
promptly as possible. Shareholders who execute a proxy card may nevertheless
revoke their proxy, and attend and vote their shares at the Annual Meeting.
"Street name" shareholders who wish to vote their shares at the Annual Meeting
will need to obtain a legal proxy from the broker in whose name their shares
are registered. The instructions for voting by Internet or telephone are
provided on the enclosed WHITE proxy card.

Your Board strongly urges you not to sign or return any proxy card or voting
instruction form that you may receive from Saba Capital or any person other
than the Fund, even to withhold votes on Saba Capital's Trustee nominees or to
vote against Saba Capital's proposal to terminate the Fund's investment
advisory agreement with Amundi Pioneer Asset Management, Inc., as this may
cancel your prior vote for your Board's Nominees and your vote against Saba
Capital's proposal to terminate the Fund's investment advisory agreement with
Amundi Pioneer Asset Management, Inc. Any proxy card you sign and return from
Saba Capital for any reason could invalidate previous WHITE proxy cards you
signed and returned.

Only your latest dated, signed proxy card or voting instruction form will be
counted. Any proxy card may be revoked at any time prior to its exercise at the
2020 Annual Meeting as described in this Proxy Statement.

IMPORTANT!

PLEASE SIGN, DATE, AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY!

WE URGE YOU NOT TO SIGN ANY PROXY CARD OR
VOTING INSTRUCTION FORM SENT TO YOU BY SABA CAPITAL
OR ANY PERSON OTHER THAN THE FUND

Remember, you can also vote your shares by telephone or via the Internet.
Please follow the
easy instructions on the enclosed WHITE proxy card.

If you have any questions or need assistance in voting
your shares, please contact our proxy solicitor:

LOGO
Okapi Partners LLC
1212 Avenue of the Americas, 24/th/ Floor
New York, New York 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (877) 566-1922

Email: info@okapipartners.com

TABLE OF CONTENTS

Page

INFORMATION CONCERNING THE MEETING......................................................................................... 4

Why did you send me this Proxy Statement?............................................................................... 4

What is the purpose of the Annual Meeting?.............................................................................. 4

Why is this year's Annual Meeting so important?......................................................................... 4

What are the Board's voting recommendations?............................................................................ 5

What should I do if I receive a proxy card or voting instruction form from Saba Capital?................................ 7

What does it mean if I receive more than one WHITE proxy card or voting instruction form?............................... 7

I share an address with another shareholder, and we received only one proxy card or voting instruction form. How may I
obtain an additional copy of the proxy materials?..................................................................... 7

Who can vote at the Annual Meeting?..................................................................................... 8

How many votes do I have?............................................................................................... 8

How many shares must be present to conduct the Annual Meeting?.......................................................... 8

What is the difference between a "record holder" and a "beneficial owner"?.............................................. 8

If I am a shareholder of record of the Fund's shares, how do I vote?.................................................... 8

If I am a beneficial owner of the Fund's shares held in street name, how do I vote?..................................... 9

How will WHITE proxy cards be voted?.................................................................................... 9

What happens if I do not give specific voting instructions on the WHITE proxy card?..................................... 9

Can I change my vote after I have voted?................................................................................ 10

What are "broker non-votes" and will brokers be able to vote on any of the proposals without a client's instructions?... 10

What is the voting requirement to approve each of the proposals?........................................................ 10

What is the deadline to propose actions for consideration at next year's annual meeting of shareholders?................ 11

Who will pay the costs of the Fund's proxy solicitation?................................................................ 11

What will be the cost of the Fund's proxy solicitation?................................................................. 11

Who will solicit proxies on behalf of the Board?........................................................................ 12

In light of COVID-19, will the Annual Meeting be held in-person or virtually?........................................... 12

How can I attend the Annual Meeting?.................................................................................... 12

What other information should I know in deciding how to vote?........................................................... 13

How can I obtain additional copies of these materials or copies of other documents?..................................... 13

Who can answer my questions?............................................................................................ 13

BACKGROUND OF THE CONTESTED SOLICITATION................................................................................... 14

PROPOSAL 1 - ELECTION OF TRUSTEES.......................................................................................... 17

General................................................................................................................. 17

Trustee Class Designations and Terms of Office.......................................................................... 20

Information Regarding the Board's Nominees and Other Trustees........................................................... 20

Responsibilities of the Board of Trustees............................................................................... 21

Board Committees........................................................................................................ 23

Oversight of Risk Management............................................................................................ 26

Material Relationships of the Independent Trustees...................................................................... 27

Executive Officers of the Fund.......................................................................................... 27

-i-

TABLE OF CONTENTS
(continued)

Page

Compensation of Trustees and Executive Officers............................................................. 28

Required Shareholder Vote................................................................................... 29

Board Recommendation........................................................................................ 29

PROPOSAL 2 - SABA CAPITAL'S PROPOSAL TO TERMINATE THE FUND'S INVESTMENT ADVISORY
AGREEMENT.................................................................................................... 30

General..................................................................................................... 30

Reasons for the Fund's Shareholders to Vote Against the Saba Proposal to Terminate the Investment Advisory
Agreement................................................................................................. 30

Required Shareholder Vote................................................................................... 34

Board Recommendation........................................................................................ 34

FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM................................................... 35

Audit Fees.................................................................................................. 35

Audit-Related Fees.......................................................................................... 35

Tax Fees.................................................................................................... 35

All Other Fees.............................................................................................. 35

Affiliates' Fees For Non-Audit Services Required To Be Pre-Approved......................................... 35

General Audit Committee Approval Policy..................................................................... 35

Aggregate Non-Audit Fees.................................................................................... 36

OWNERSHIP OF SHARES OF THE FUND................................................................................ 37

OTHER MATTERS.................................................................................................. 37

APPENDIX A: SUPPLEMENTAL INFORMATION CONCERNING PARTICIPANTS................................................... 39

-ii-

PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION DATED JULY 17, 2020

PROXY STATEMENT OF
PIONEER FLOATING RATE TRUST (PHD)
60 State Street
Boston, Massachusetts 02109
1-800-859-8508

PLEASE SIGN, DATE, AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY!

This Proxy Statement and the enclosed WHITE proxy card are being furnished by
the Board of Trustees (the "Board") of the Pioneer Floating Rate Trust, a
Delaware statutory trust (the "Fund"), in connection with its solicitation of
proxies from the holders of common shares of beneficial interest, no par value
(the "Common Shares"), of the Fund. The proxies will be voted at the Annual
Meeting of Shareholders of the Fund (the "Annual Meeting") and at any
adjournment, postponement, continuation, or rescheduling thereof. The Annual
Meeting is scheduled to be held on [INSERT DAY OF WEEK], [INSERT MONTH] [.],
2020 at 3:00 p.m. (Eastern Time). The Annual Meeting will be held for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

This Proxy Statement and the enclosed WHITE proxy card are being mailed to
shareholders of the Fund on or about [INSERT MONTH] [.], 2020. The Annual
Report for the Fund for the fiscal year ended November 30, 2019 was previously
mailed to the Fund's shareholders.

This Annual Meeting is extremely important because Saba Capital Management,
L.P. ("Saba Capital"), an activist investor that targets closed-end investment
funds to extract short-term profits for itself and its clients at the expense
of long-term fund shareholders, and which, up until May 1, 2020, publicly
represented itself as a "passive" investor in the Fund, has acquired
approximately 24.8% of the Fund's common shares and has provided the Fund with
a notice (the "Saba Capital Shareholder Notice") disclosing its intention to
elect three candidates to the Board at the Annual Meeting, in opposition to the
three highly qualified and very experienced nominees recommended by the Board.
Saba Capital has also disclosed it plans to present a shareholder proposal at
such meeting to terminate the Fund's investment advisory agreement with Amundi
Pioneer Asset Management, Inc., which formerly was known as Pioneer Investment
Management, Inc. (the "Saba Proposal to Terminate the Investment Advisory
Agreement"). Given that Saba Capital has not proposed a replacement investment
adviser, the Board believes that Saba Capital's proposal is self-serving and
extremely irresponsible since, if approved, it would leave the Fund without an
investment adviser and at risk of suffering significant harm. The Board
unanimously recommends that you vote "FOR ALL" the Board's nominees, each of
whom is a current Trustee, and "AGAINST" the Saba Proposal to Terminate the
Investment Advisory Agreement.

-1-

Please read this Proxy Statement carefully and vote on the enclosed WHITE proxy
card as recommended by the Board in order to prevent Saba Capital from
advancing its self-interested and irresponsible agenda. Whether or not you
expect to attend the Annual Meeting, and in order to facilitate timely receipt
of your proxy vote given the potential impact of COVID-19, we urge you to sign,
date and return the enclosed WHITE proxy card or vote by internet or telephone
as promptly as possible. Voting now will not limit your right to change your
vote or to attend the Annual Meeting.

Do not send back any proxy card other than the enclosed WHITE proxy card, even
to withhold votes on Saba Capital's Trustee nominees or to vote against the
Saba Proposal to Terminate the Investment Advisory Agreement, as this may
cancel your prior vote on any previously submitted WHITE proxy card or voting
instruction form for your Board's Nominees and against the Saba Proposal to
Terminate the Investment Advisory Agreement. The proxy card you submit with the
latest date is the proxy card that will be counted. If you have previously
returned a proxy card sent to you by Saba Capital, you can change your vote
(i) by signing, dating and returning the enclosed WHITE proxy card in the
postage-paid envelope provided herewith; (ii) by recording your voting
instructions via telephone or the internet following the instructions on the
enclosed WHITE proxy card; or (iii) by voting at the Annual Meeting.

The Board has fixed the close of business on June 23, 2020 as the record date
for the determination of the shareholders entitled to notice of and to vote at
the Annual Meeting and any adjournment, postponement, continuation, or
rescheduling thereof. As of June 23, 2020, there were 24,738,174 Common Shares
of beneficial interest (the "Common Shares") of the Fund outstanding.

Shareholders as of the close of business on the record date will be entitled to
one vote for each whole Common Share held and each fractional Common Share
shall be entitled to a proportionate fractional vote. All properly executed
WHITE proxy cards received prior to the Annual Meeting will be voted at the
meeting. Each WHITE proxy card will be voted in accordance with its
instructions; if no instruction is given, an executed WHITE proxy card will
authorize the persons named on such proxy card as proxies, or any of them, to
vote in favor of the election of each of the Board's recommended Trustee
nominees named on such proxy card and against the Saba Proposal to Terminate
the Investment Advisory Agreement included on such WHITE proxy card.

The Board knows of no business other than that mentioned in the Notice of
Annual Meeting of Shareholders that will be presented for consideration at the
Annual Meeting. If any other matters are properly presented at the Annual
Meeting, it is the intention of the persons named as proxies to vote on such
matters in accordance with their judgment.

-2-

An executed WHITE proxy card delivered to the Fund is revocable by the person
giving it, prior to its exercise, by a signed writing filed with the Fund's
Secretary, by executing and delivering a later dated proxy, or by attending and
voting at the meeting. Merely attending the meeting will not revoke a
previously executed proxy.

If you hold your shares through a broker-dealer, the broker-dealer is the
record holder of your shares. Since this is a contested proxy solicitation,
pursuant to the rules of the New York Stock Exchange (the "NYSE"), if you do
not give voting instructions to your broker-dealer, your broker-dealer will not
be able to vote your shares with respect to the election of Trustee nominees or
any other proposal. We urge you to instruct your broker-dealer to vote your
shares with the WHITE proxy card. Please consult with your broker-dealer
regarding your ability to revoke voting instructions after they have been
provided.

If you have any questions or require any assistance with voting your shares,
please contact our proxy solicitor: Okapi Partners LLC, toll free at (877)
566-1922.

-3-

INFORMATION CONCERNING THE MEETING

Why did you send me this Proxy Statement?

We sent you this Proxy Statement and the accompanying WHITE proxy card because
the Board is soliciting your proxy to vote at the Annual Meeting scheduled to
be held on [INSERT DAY OF WEEK], [INSERT MONTH] [.], 2020, at [.] Eastern Time,
and at any postponement or adjournment of the Annual Meeting. This Proxy
Statement provides you with information that you should review before making a
voting decision with regards to any of the matters described in this Proxy
Statement. The Annual Report for the Fund for the fiscal year ended
November 30, 2019 was previously mailed to shareholders.

Please read this Proxy Statement carefully and vote on the enclosed WHITE proxy
card as recommended by the Board in order to prevent Saba Capital from
advancing its self-interested and irresponsible agenda. Whether or not you
expect to attend the Annual Meeting, and in order to facilitate timely receipt
of your proxy given the potential impact of COVID-19, we urge you to sign, date
and return the enclosed WHITE proxy card or vote by internet or telephone as
promptly as possible.

What is the purpose of the Annual Meeting?

The Annual Meeting will be held for the following purposes:

. To elect three Class II Trustees, each to serve until the Fund's 2023
annual meeting or until his or her successor is elected and qualified
(Proposal No. 1);

. If properly presented in accordance with the Bylaws, to vote upon the
Saba Proposal to Terminate the Investment Advisory Agreement (Proposal
No. 2); and

. To act upon such other matters as may properly come before the Annual
Meeting and any adjournment, postponement, continuation, or rescheduling
thereof.

Why is this year's Annual Meeting so important?

This Annual Meeting is extremely important because Saba Capital, an activist
investor that targets closed-end investment funds to extract short-term profits
for itself and its clients at the expense of long-term fund shareholders, and
which, up until May 1, 2020, publicly represented itself as a "passive"
investor in the Fund, has acquired approximately 24.8% of the Fund's common
shares and has provided the Fund with the Saba Capital Shareholder Notice
disclosing its intention to elect three candidates to the Board at the Annual
Meeting, in opposition to the three highly qualified and very experienced
nominees recommended by the Board. Saba Capital has also disclosed it plans to
present the Saba Proposal to Terminate the Investment Advisory Agreement. Given
that Saba Capital has not proposed a replacement investment adviser, the Board
believes that Saba Capital's proposal is self-serving and extremely
irresponsible since, if approved, it would leave the Fund without an investment
adviser and at risk of suffering significant harm. The Board unanimously
recommends that you vote "FOR ALL" the Board's nominees, each of whom is a
current Trustee, and "AGAINST" the Saba Proposal to Terminate the Investment
Advisory Agreement.

The Board has significant concerns that Saba Capital may not have complied with
the Bylaws' advance notice provisions in connection with the submission of the
Saba Capital Shareholder Notice. Since receiving the Saba Capital Shareholder
Notice on May 4, 2020, the Fund has communicated in writing to Saba Capital on
four separate occasions the Board's concerns that, in connection with
submitting the Saba Capital Shareholder Notice, Saba Capital may not have
complied with the Bylaws' advance notice provisions. As part of its commitment
to conducting a thoughtful and careful process, intended to further the ability
of the Board and its Governance and Nominating Committee to make informed
decisions regarding whether Saba Capital complied with the Bylaws' advance
notice provisions, the Fund has made three separate written requests to Saba
Capital for additional information to address the Board's concerns. To date,
Saba Capital has demonstrated an apparent unwillingness to provide the Fund
with the requested information and has not been willing to make available its
proposed nominees for interviews by the Board's Governance and Nominating
Committee. While the Board has significant concerns that Saba Capital may not
have complied with the Bylaws' advance notice provisions in connection with the
submission of the Saba Capital Shareholder Notice, as of the date hereof, there
continues to exist the possibility that, prior to the mailing of this Proxy
Statement, Saba Capital will provide the Board with information that addresses
the Board's concerns that Saba Capital

-4-

may not have complied with the Bylaws' advance notice provisions. Accordingly,
as of the date hereof, neither the Board nor its Governance and Nominating
Committee has made a final determination in this regard. To the extent that the
Board does not make such a final determination until subsequent to the mailing
of this Proxy Statement, the Board will file with the SEC an amendment to this
Proxy Statement that discloses such determination.

What are the Board's voting recommendations?

The Board is composed of nine highly qualified individuals, seven of whom are
Independent Trustees, each committed to fostering the Fund's long-term ability
to achieve its investment objective. After careful consideration, the Board
unanimously recommends that, using the WHITE proxy card accompanying this Proxy
Statement, you vote "FOR ALL" of the Board's Trustee nominees named in this
Proxy Statement (Diane P. Durnin, Benjamin M. Friedman, and Kenneth J. Taubes)
and "AGAINST" the Saba Proposal to Terminate the Investment Advisory Agreement.

Proposal 1 - Election of Trustees

As noted above, Saba Capital has disclosed its intention to nominate three
candidates for election to the Board at the Annual Meeting in opposition to the
three highly qualified and very experienced nominees recommended by the Board.
The Board does NOT endorse any nominee of Saba Capital and unanimously
recommends that you vote on the WHITE proxy card "FOR ALL" the Trustee nominees
recommended by the Board and named in this Proxy Statement (Diane P. Durnin,
Benjamin M. Friedman, and Kenneth J. Taubes), each of whom currently serves as
a valued member of the Board.

The Board's reasons why shareholders should vote on the WHITE proxy card for
the election of Ms. Durnin, Mr. Friedman, and Mr. Taubes are set forth in
detail in this Proxy Statement but include, among others, the following:

. That each of the Board's Trustee nominees is highly qualified and brings
to the Board diverse perspectives, insights, experiences, and
competencies that are central to the Fund's investment objective;

. That each of the Board's Trustee nominees is deeply familiar with the
Fund, its investment strategies, and its investment objective, as well
as with the Fund's portfolio managers and other key personnel that
manage the day-to-day operations of the Fund;

. That, as incumbent members of the Board, each of the Board's Trustee
nominees has made significant contribution to the Board's deliberations
and has proven that each has the integrity, knowledge, breadth of
relevant and diverse experience, and proven commitment necessary to
oversee the creation of value for the Fund's shareholders;

. That each of the Board's Trustee nominees serves on the Boards of
Trustees of other exchange-listed closed-end funds, closed-end interval
funds, and open-end funds, all part of the Pioneer Funds complex;

. That each of the Board's Trustee nominees has substantial experience
protecting fund shareholders' interests;

. That each of the Board's Trustee nominees, as part of their service on
the boards of multiple closed-end funds, has experience regularly
evaluating issues unique to closed-end funds, including the discount at
which closed-end funds' shares may trade relative to their net asset
value per share; and

. That the election of the Board's Trustee nominees will promote the
continuity of the Fund's oversight and governance structure, which the
Board deems particularly important as the Board navigates the Fund
through an unprecedented period of macroeconomic uncertainty and market
volatility.

In nominating Diane P. Durnin, Benjamin M. Friedman, and Kenneth J. Taubes for
election as Class II Trustees, and recommending that shareholders vote on the
WHITE proxy card "FOR ALL" of the Trustee nominees recommended by the Board,
the Board also took into consideration the qualifications and experience of
Saba Capital's proposed nominees and concluded that none of Saba Capital's
proposed nominees would bring to the Board any relevant experience, skills, or
competencies not already present among the current members of the Board.

In addition, Saba Capital did not provide the Board with any credible arguments
as to why its proposed nominees are more qualified than the three highly
qualified, experienced, and valued members of the Board that Saba Capital is
seeking to replace. Further, in contrast to the Board's nominees, each whom has
proven experience in overseeing the Fund as it continues to fulfill its
investment objective and create value for the

-5-

benefit of all shareholders, Saba Capital's proposed nominees are unfamiliar
with the Fund and have been handpicked and nominated by Saba Capital and are
participants in Saba Capital's proxy solicitation to advance an extremely
irresponsible proposal to terminate the Fund's investment adviser with no
replacement identified, an action that could leave the Fund "orphaned" and
without any investment adviser to execute the investment objective that
attracted shareholders to the Fund. The Board also noted that Saba Capital's
proposed nominees, which included no women, would, if elected, reduce the
Board's gender diversity. The Board further noted that one of Saba Capital's
proposed nominees, Charles I. Clarvit, had recently been elected to the board
of trustees of both the Eaton Vance Floating-Rate Income Plus Fund and the Voya
Prime Rate Trust, both competitors of the Fund, as a result of proxy contests
by Saba Capital seeking his election.

The Board is always amenable to adding to its membership additional Trustees
who would add to the depth, breadth, and diversity of its insights,
perspectives, competencies, and skills and is receptive to considering and
interviewing candidates referred to the Fund by a shareholder, but the Board
believes that such candidates must be committed to acting in the best interests
of ALL shareholders and must not be, in any way, obligated or expected to serve
or advocate for the interests of any particular constituency. In this regard,
the Board found it concerning the unwillingness of Saba Capital to commit to
make available its proposed nominees to interviews with the Governance and
Nominating Committee, though Saba Capital indicated that such interviews may be
appropriate at a future date.

See "PROPOSAL 1 - ELECTION OF TRUSTEES."

Proposal 2 - Saba Proposal to Terminate the Investment Advisory Agreement

Saba Capital has also disclosed its intention to present the Saba Proposal to
Terminate the Investment Advisory Agreement and, pursuant thereto, terminate
the Fund's investment advisory agreement (the "Investment Advisory Agreement")
with Amundi Pioneer Asset Management, Inc., which formerly was known as Pioneer
Investment Management, Inc. ("Amundi Pioneer").

Amundi Pioneer, whose executive offices are located at 60 State Street, Boston,
Massachusetts 02109, has served as both investment adviser and administrator to
the Fund since 2004. Amundi Pioneer is an indirect wholly owned subsidiary of
Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc. Amundi, one of
the world's largest asset managers, is headquartered in Paris, France. Amundi
is majority owned by Credit Agricole S.A. As of March 31, 2020, Amundi had more
than $1.6 trillion in assets under management worldwide. As of March 31, 2020,
Amundi Pioneer (and its U.S. affiliates) had over $80 billion in assets under
management.

The Board, including the Trustees who are not "interested persons" of the Fund
(each, a "non-interested Trustee" or an "Independent Trustee"), as that term is
defined in the Investment Company Act of 1940, as amended (the "1940 Act"), who
constitute a majority of the Fund's Board, has carefully considered, with the
assistance of its advisers, the Saba Proposal to Terminate the Investment
Advisory Agreement and has unanimously determined that such proposal is not in
the best interests of the Fund and its shareholders. The Board believes that
the Saba Proposal to Terminate the Investment Advisory Agreement is
self-serving and extremely irresponsible since Saba Capital has not proposed a
replacement investment adviser and, if such proposal was approved, it would
leave the Fund without an investment adviser and at risk of suffering
significant harm. Accordingly, the Board unanimously recommends that you vote
on the WHITE proxy card "AGAINST" the Saba Proposal to Terminate the Investment
Advisory Agreement.

The Board's reasons why shareholders should vote on the WHITE proxy card
"AGAINST" the Saba Proposal to Terminate the Investment Advisory Agreement are
set forth in detail in this Proxy Statement but include, among others, the
following:

. Amundi Pioneer's record in driving strong investment performance
(including high current yield) for the Fund over various periods of time
as measured against peer funds and relevant benchmarks;

. The potentially significant harm that the Fund would suffer if the
Investment Advisory Agreement was terminated;

. That termination of the Investment Advisory Agreement would create a
period of substantial uncertainty for the Fund;

. That termination of the Investment Advisory Agreement would be an event
of default under the Fund's credit agreement, which is how the Fund
employs leverage;

-6-

. That the appointment of a successor investment adviser pursuant to a new
investment advisory agreement must be approved by the Board and the
Fund's shareholders and would entail an expensive and time-consuming
approval process;

. That termination of the Investment Advisory Agreement would expose the
Fund to substantial risk and expense in identifying, selecting, and
obtaining Board and shareholder approval of a new investment adviser;

. That termination of the Investment Advisory Agreement could leave the
Fund "orphaned" without an investment adviser or access to its portfolio
management personnel;

. That the Board reviews the Fund's relationship with Amundi Pioneer on an
annual basis to determine annually whether to renew the Investment
Advisory Agreement and would not renew the Investment Advisory Agreement
if it does not believe that such renewal is warranted;

. That the management fee payable by the Fund to Amundi Pioneer was
recently determined by the Board, in connection with its annual review
of the Investment Advisory Agreement, to be reasonable in relation to
the nature and quality of the services provided by Amundi Pioneer;

. That the Fund relies significantly on Amundi Pioneer to provide not only
investment advisory services, but also critical administrative services;

. The nature, extent, and quality of the services that have been provided
by Amundi Pioneer to the Fund;

. The reputation and financial resources of Amundi Pioneer and its parent,
Amundi; and

. Amundi Pioneer's strong culture of promoting ethical conduct, legal and
regulatory compliance and fiduciary responsibility.

See "PROPOSAL 2--SABA CAPITAL'S PROPOSAL TO TERMINATE THE FUND'S INVESTMENT
ADVISORY AGREEMENT."

What should I do if I receive a proxy card or voting instruction form from Saba
Capital?

DO NOT sign or return any proxy card or voting instruction form that may be
sent to you by Saba Capital or any party other than the Fund, even to withhold
votes on Saba Capital's Trustee nominees or to vote against the Saba Proposal
to Terminate the Investment Advisory Agreement, as this may cancel any
previously submitted vote on a WHITE proxy card or voting instruction form for
your Board's Nominees and against the Saba Proposal to Terminate the Investment
Advisory Agreement. If you submit a proxy card other than the WHITE proxy card,
you may revoke that proxy by voting your proxy "FOR" the Board's nominees and
"AGAINST" the Saba Proposal to Terminate the Investment Advisory Agreement by
telephone or the Internet by following the instructions on the WHITE proxy card
or the voting instruction form provided by your broker or by completing,
signing, dating, and returning the enclosed WHITE proxy card prior to the
Annual Meeting. Only the latest validly executed proxy card or voting
instruction form that you submit will be counted.

What does it mean if I receive more than one WHITE proxy card or voting
instruction form?

You may receive more than one WHITE proxy card or voting instruction form. For
example, if you hold your shares in more than one brokerage account, you may
receive a separate voting instruction form for each brokerage account in which
you hold shares. If you are a shareholder of record and your shares are
registered in more than one name, you may receive more than one WHITE proxy
card. To ensure that all of your shares are voted, please vote using each WHITE
proxy card or voting instruction form that you receive.

I share an address with another shareholder, and we received only one proxy
card or voting instruction form. How may I obtain an additional copy of the
proxy materials?

The Fund has adopted a procedure approved by the SEC called "householding."
Under this procedure, the Fund delivers one set of proxy materials to multiple
shareholders who share the same address unless the Fund has received contrary
instructions from one or more of the shareholders.

-7-

This procedure potentially means extra convenience for shareholders and reduces
the Fund's printing and mailing costs as well as the environmental impact of
its annual meetings. Shareholders who participate in householding will continue
to be able to access and receive separate proxy cards. Upon written or oral
request, the Fund will deliver promptly a separate copy of this Proxy Statement
to any shareholder at a shared address to which the Fund delivered a single
copy of the proxy materials. If you are a shareholder who shares an address
with another shareholder and would like only one copy of future proxy materials
for your household, you may notify your broker if your shares are held in a
brokerage account or notify us if you are the shareholder of record.

To receive free of charge a separate copy of the proxy materials, shareholders
may contact Okapi Partners LLC, toll free at (877) 566-1922.

Shareholders who hold shares in "street name" (as described below) may contact
their brokerage firm, bank, broker-dealer or other similar organization to
request information about householding.

Who can vote at the Annual Meeting?

Only shareholders of the Fund as of the record date (the "Record Date") are
entitled to notice of and to vote at the Annual Meeting. As of the Record Date,
June 23, 2020, there were 24,738,174 Common Shares issued and outstanding.

How many votes do I have?

On any matter submitted to a vote of shareholders each whole Common Share shall
be entitled to one vote as to any matter on which it is entitled to vote and
each fractional Common Share shall be entitled to a proportionate fractional
vote.

How many shares must be present to conduct the Annual Meeting?

We must have a "quorum" present to hold the meeting. One-third of the
outstanding Common Shares entitled to vote constitutes a quorum for the
transaction of business at the Annual Meeting. Abstentions (Common Shares for
which proxies have been received but for which the holders have abstained from
voting) will be treated as present for purposes of determining a quorum. An
inspector of elections appointed for the meeting will determine whether a
quorum is present and will tabulate votes cast at the meeting. If a quorum is
not present, we expect to adjourn the Annual Meeting until we obtain a quorum.

Since it is not expected that brokers will be entitled to vote on any of the
proposals being presented at the Annual Meeting without instructions from their
clients, it is not expected that there will be any broker non-votes, which are
described below, at the Annual Meeting. Accordingly, there will be no broker
non-votes included in the calculation of the number of Common Shares
represented at the Annual Meeting for purposes of determining whether a quorum
has been achieved. For more information on broker non-votes, see "What are
"broker non-votes" and will brokers be able to vote on any of the proposals
without a client's instructions?" below.

What is the difference between a "record holder" and a "beneficial owner"?

If your shares are registered directly in your name, you are considered the
"record holder" of your shares. If, on the other hand, your shares are held in
a brokerage account or by a bank or other intermediary, you are considered the
"beneficial owner" of shares held in street name. As a beneficial owner, you
have the right to direct your broker or other intermediary on how to vote and
you are also invited to attend the meeting. Since a beneficial owner is not the
record holder, you may not vote these shares at the meeting unless you obtain a
"legal proxy" from your broker or other intermediary that holds your shares,
giving you the right to vote your shares at the meeting. Your broker or other
intermediary has provided you with instructions regarding how to direct the
voting of your shares.

If I am a shareholder of record of the Fund's shares, how do I vote?

If you are a shareholder of record, there are four ways to vote:

.. At the Annual Meeting. You may vote at the Annual Meeting by requesting a
ballot from an usher when you arrive. You must bring valid picture
identification such as a driver's license or passport and proof of stock
ownership as of the Record Date.

-8-

If the Board chooses to hold the Annual Meeting by means of remote
communications, further details on how to vote at the Annual Meeting will
be provided by the Fund in a press release issued by the Fund, filed with
the SEC as additional proxy materials, and/or posted on our website:
amundipioneer.com/us.

.. Via the Internet. You may vote by proxy via the Internet by following the
instructions included on the WHITE proxy card or voting instruction form
included with your materials.

.. By Telephone. You may vote by proxy by calling the toll free number found
on the WHITE proxy card or voting instruction form included with your
materials.

.. By Mail. You may vote by proxy by filling out the WHITE proxy card or
voting instruction form and returning it in the envelope provided.

If I am a beneficial owner of the Fund's shares held in street name, how do I
vote?

If you are a beneficial owner of shares held in street name, there are two ways
to vote:

.. At the Annual Meeting. If you are a beneficial owner of shares held in
street name and wish to vote at the Annual Meeting, you must obtain a
"legal proxy" from the organization that holds your shares. A legal proxy
is a written document that will authorize you to vote your shares held in
street name at the Annual Meeting. Please contact the organization that
holds your shares for instructions regarding obtaining a legal proxy. You
must bring a copy of the legal proxy to the Annual Meeting and ask for a
ballot from an usher when you arrive. You must also bring valid picture
identification such as a driver's license or passport and proof that the
organization that holds your shares held such shares on the Record Date. In
order for your vote to be counted, you must hand both the copy of the legal
proxy and your completed ballot to an usher to be provided to the inspector
of election.

If the Board chooses to hold the Annual Meeting by means of remote
communications, further details on how to vote at the Annual Meeting will be
provided by the Fund in a press release issued by the Fund, filed with the
SEC as additional proxy materials, and/or posted on our website:
amundipioneer.com/us.

.. By proxy. If you are a beneficial owner of shares held in street name, this
Proxy Statement and accompanying materials have been forwarded to you by
the organization that holds your shares. Such organization will vote your
shares in accordance with your instructions using the methods set forth in
the information provided to you by such organization.

How will WHITE proxy cards be voted?

All properly executed and unrevoked WHITE proxy cards received in time for the
Annual Meeting will be voted in accordance with the instructions contained in
such proxies.

What happens if I do not give specific voting instructions on the WHITE proxy
card?

If the WHITE proxy card is signed and returned to the Fund without giving
specific voting instructions, the persons named as proxy holders on the WHITE
proxy card will vote the shares represented thereby "FOR ALL" the Board's
Trustee nominees, "AGAINST" the Saba Proposal to Terminate the Investment
Advisory Agreement, and, with respect to any other matters properly presented
for a vote at the Annual Meeting, at the discretion of such proxy holders and
in accordance with their best judgment, subject to compliance with Rule
14a-4(c) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

The Board has named Lisa M. Jones, Christopher J. Kelley, and Thomas Reyes, or
any of them, as proxies, each with the full power to appoint his or her
substitute, and has authorized each of them to represent and to vote the Fund's
Common Shares as directed by shareholders.

-9-

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the taking of
the vote at the Annual Meeting. Prior to the applicable cutoff time, you may
change your vote using the Internet or telephone methods described above, in
which case only your latest Internet or telephone proxy submitted prior to the
Annual Meeting will be counted. You may also revoke your proxy and change your
vote by signing and returning a new proxy card or voting instruction form dated
as of a later date, or by attending and voting at the Annual Meeting. However,
your attendance at the Annual Meeting will not automatically revoke your proxy
unless you properly vote at the Annual Meeting or specifically request that
your prior proxy be revoked by delivering a written notice of revocation to the
Fund's Secretary at 60 State Street, Boston, Massachusetts 02109.

If you voted using the proxy card sent to you by Saba Capital, you can revoke
it by signing, dating, and returning the WHITE proxy card or voting instruction
form in the postage-paid envelope provided or by submitting your proxy by
telephone or by Internet by following the instructions on the WHITE proxy card
or voting instruction form. Only your last-dated proxy or voting instruction
form will count - any proxy or voting instruction form may be revoked at any
time prior to its exercise at the Annual Meeting. If you decide to attend the
Annual Meeting and wish to change your proxy vote, you may do so automatically
by voting at the Annual Meeting.

What are "broker non-votes" and will brokers be able to vote on any of the
proposals without a client's instructions?

.. Generally, broker non-votes occur when shares held by a broker, bank, or
other nominee in "street name" for a beneficial owner are not voted with
respect to a particular proposal because the broker, bank, or other nominee
has not received voting instructions from the beneficial owner and lacks
discretionary voting power to vote those shares with respect to that
particular proposal. If your shares are held in the name of a brokerage
firm, and the brokerage firm has not received voting instructions from the
beneficial owner of the shares with respect to that proposal, the brokerage
firm cannot vote the shares on that proposal unless it is a "routine"
matter.

.. If, as expected, Saba Capital files definitive proxy materials to contest
the election of the Fund's Trustee nominees and seek approval of the Saba
Proposal to Terminate the Investment Advisory Agreement and mails such
materials to you, then, pursuant to the rules of the NYSE which provide
that there can be no routine proposals at a meeting that is the subject of
a contested solicitation, none of the matters to be voted on at the Annual
Meeting will be deemed "routine" matters. Accordingly, brokers will not be
permitted to vote your shares at the Annual Meeting with respect to the
election of nominees or the Saba Proposal to Terminate the Investment
Advisory Agreement without your instructions as to how to vote. Please
instruct your broker how to vote your shares using the voting instruction
form provided by your broker.

.. Since it is not expected that any of the proposals being presented at the
Annual Meeting will be routine, it is not expected that there will be any
broker non-votes at the Annual Meeting.

What is the voting requirement to approve each of the proposals?

The election of a Trustee requires the affirmative vote of a plurality of votes
cast by the shareholders at the Annual Meeting at which a quorum is present.
This means that the three Trustee nominees receiving the greatest number of
shares voted "FOR" their election will be elected to the Board. Proxies may not
be voted for more than three Trustee nominees. Shareholders may not cumulate
votes for Trustee nominees. The last proxy card submitted by a shareholder will
be counted. For purposes of Proposal 1, a decision to withhold your vote (or a
direction to your broker-dealer to do so) will be counted towards quorum, but
will have no effect on the outcome of the Trustee election because only votes
"FOR" are considered in a plurality voting requirement. A shareholder cannot
abstain in the election of Trustees.

The approval of the Saba Proposal to Terminate the Investment Advisory
Agreement requires the affirmative vote of a majority of the outstanding voting
securities of the Fund, which is defined in Section 2(a)(42) of the 1940 Act as
the lesser of: (i) 67% or more of the shares of the Fund present at the Annual
Meeting, if more than 50% of the outstanding shares are represented at the
Meeting; or (ii) more than 50% of the outstanding shares of the Fund entitled
to vote at the Meeting. Shares of the Fund represented by proxies that reflect
abstentions will be counted towards a quorum, but will have the same effect as
a vote against the Saba Proposal to Terminate the Investment Advisory Agreement.

-10-

If, as expected, Saba Capital files definitive proxy materials to contest the
election of the Fund's Trustee nominees and seek approval of the Saba Proposal
to Terminate the Investment Advisory Agreement and mails such materials to you,
then, pursuant to the rules of the NYSE, broker-dealers that are the record
holder of shares for their customers will not be permitted by the rules of the
NYSE to vote on either Proposal 1, the election of Trustees, or Proposal 2, the
Saba Proposal to Terminate the Investment Advisory Agreement, on behalf of
their customers and beneficial owners in the absence of voting instructions
from such customers and beneficial owners. We urge you to instruct your
broker-dealer to vote your shares with the WHITE proxy card. Please consult
with your broker-dealer regarding your ability to revoke voting instructions
after they have been provided.

What is the deadline to propose actions for consideration at next year's annual
meeting of shareholders?

You may submit proposals for consideration at our 2021 annual meeting of
shareholders. For a shareholder proposal to be considered for inclusion in our
proxy statement for our 2021 annual meeting pursuant to Rule 14a-8 of the
Exchange Act, the written proposal must be received by the Secretary of the
Fund at the Fund's principal offices at 60 State Street, Boston, Massachusetts
02109 on or before [.], 2021. Such proposals also must comply with Rule 14a-8
of the Exchange Act. The submission by a shareholder of a proposal for
inclusion in our proxy statement does not guarantee that it will be included.

For a shareholder to bring business before our 2021 annual meeting of
shareholders that is not intended to be included in our proxy statement for our
2021 annual meeting pursuant to Rule 14a-8 of the Exchange Act, the Fund must
receive written advance notice of such proposed business from such shareholder
at the Fund's principal offices at 60 State Street, Boston, Massachusetts
02109, not earlier than [.], 2021 and not later than [.], 2021; provided,
however, that in the event that the date of the mailing of the notice for our
2021 annual meeting is advanced or delayed by more than 30 calendar days from
the anniversary date of the mailing of the notice for our 2020 annual meeting,
an advance notice by a shareholder to be timely must be so delivered not
earlier than the close of business on the 120/th/ calendar day prior to the
date of mailing of the notice for our 2021 annual meeting and not later than
the close of business on the later of the 90th calendar day prior to the date
of mailing of the notice for our 2021 annual meeting or the 10th calendar day
following the day on which we first make public announcement of the date of
mailing of the notice for our 2021 annual meeting. Such an advance notice from
a shareholder must comply with all applicable requirements of the Bylaws,
including providing in such notice the information required by the Bylaws. In
addition, a shareholder delivering such a notice to the Fund must also comply
with all applicable provisions of state law and the Exchange Act.

In addition, in order for any shareholder proposals submitted outside of Rule
14a-8 of the Exchange Act to be considered "timely" for purposes of Rule
14a-4(c) of the Exchange Act, the proposal must be received at the Fund's
principal offices at 60 State Street, Boston, Massachusetts 02109 not later
than [.], 2021.

Who will pay the costs of the Fund's proxy solicitation?

The Fund is paying the costs of its solicitation of proxies, including, but not
limited to, the cost of preparing, printing, and mailing this Proxy Statement,
accompanying notice of annual meeting of shareholders, and the accompanying
WHITE proxy card. The Fund may also reimburse brokerage firms, banks,
broker-dealers, or other similar organizations for the cost of forwarding proxy
materials to beneficial owners of the shares held of record by such persons.

What will be the cost of the Fund's proxy solicitation?

The Fund has retained Okapi Partners LLC to provide solicitation and advisory
services in connection with this solicitation. It is anticipated that Okapi
Partners LLC will be paid solicitation fees of not less than $[.] ($[.] of
which has already been paid) plus charges for calls with individual investors.
In addition, the Fund will advance costs and reimburse Okapi Partners LLC for
reasonable out-of-pocket expenses and will indemnify Okapi Partners LLC against
certain liabilities and expenses, including certain liabilities under the
federal securities laws.

Although no precise estimate can be made at the present time, it is currently
estimated that the Fund's aggregate out-of-pocket expenses, including those of
Okapi Partners LLC, related to this proxy solicitation, in excess of those
normally spent for an annual meeting and as a result of the potential proxy
contest by Saba Capital and excluding base annual retainers and meeting fees of
our Trustees, are currently estimated to be

-11-

approximately $[.] ($[.] of which has already been paid). These solicitation
costs are expected to include the fees payable to our proxy solicitor; fees of
outside counsel and advisers to advise us in connection with a contested
solicitation of proxies; increased costs related to investor relations;
increased mailing costs, such as the costs of additional mailings of
solicitation material to shareholders, including printing costs, mailing costs
and the reimbursement of reasonable expenses of banks, brokerage houses and
other agents incurred in forwarding solicitation materials to beneficial owners
of our Common Shares, as described above; and the costs of retaining an
independent inspector of election.

Who will solicit proxies on behalf of the Board?

The original solicitation of proxies by mail, on behalf of the Board, may be
supplemented by telephone, facsimile, electronic mail, text message, internet,
and other electronic means and by personal solicitation by our Trustees, our
executive officers, and other representatives, including employees of Amundi
Pioneer (who will receive no additional compensation for such solicitation
activities). Like most closed-end funds, the Fund has no employees of its own
and the Fund's executive officers are employees of Amundi Pioneer.

As noted above, Okapi Partners LLC will also assist the Board in the
solicitation of proxies. Okapi Partners LLC will solicit proxies from
individuals, brokers, banks, bank nominees, and other institutional holders.
Okapi Partners LLC anticipates that approximately 45 of its employees and/or
other persons will be involved in soliciting the Fund's shareholders. Okapi
Partners LLC does not believe that any of its owners, managers, officers,
employees, affiliates, or controlling persons, if any, is a "participant" in
this proxy solicitation.

Shareholders may also be solicited by advertisements in periodicals, press
releases issued by the Fund, letters from the Fund to our shareholders,
postings on our Fund website and/or other websites, including, without
limitation, social media websites. Unless expressly indicated otherwise,
information contained on our Fund's website is not part of this Proxy
Statement. In addition, none of the information on the other websites listed in
this Proxy Statement is part of this Proxy Statement. These website addresses
are intended to be inactive textual references only.

Appendix A sets forth information relating to those persons, including the
Board's nominees, the Trustees who are not nominees, the Fund's executive
officers, and officers and employees of Amundi Pioneer, who are considered
"participants" in the Fund's solicitation under the rules of the SEC by reason
of their position as Trustees and/or nominees of the Fund or because they may
solicit proxies on behalf of the Fund.

In light of COVID-19, will the Annual Meeting be held in-person or virtually?

We currently plan to hold the Annual Meeting at the offices of Morgan, Lewis &
Bockius LLP, One Federal Street, Boston, Massachusetts 02110. However, as part
of our precautions regarding the novel coronavirus (COVID-19), we are sensitive
to the public health and travel concerns that our shareholders may have, as
well as any restrictions and/or protocols that federal, state, and local
governments may impose. Accordingly, in order to maintain a safe and healthy
environment at our Annual Meeting, the Fund and the Board are closely
monitoring statements issued by the World Health Organization (who.int) and the
Centers for Disease Control and Prevention (cdc.gov) regarding COVID-19. The
Board reserves the right to reconsider the date, time, and/or means of
convening the Annual Meeting. Subject to any restrictions imposed by applicable
law, the Board may choose to conduct the Annual Meeting solely by means of
remote communications, or may hold a "hybrid" meeting where some participants
attend in person and others attend by means of remote communications. If the
Board chooses to change the date, time, and/or means of convening the Annual
Meeting, including holding the Annual Meeting by means of remote
communications, the Fund will announce the decision to do so in advance, and
details on how to participate will be set forth in a press release issued by
the Fund, filed with the SEC as additional proxy material, and/or posted on our
website:amundipioneer.com/us. We encourage you to check the website prior to
the meeting if you plan to attend. Attendees are also encouraged to review
guidance from public health authorities on this issue.

How can I attend the Annual Meeting?

The Fund will admit to the Annual Meeting: (i) all shareholders of record of
the Fund as of the Record Date; (ii) persons holding proof of beneficial
ownership thereof at the Record Date, such as a letter or account statement
from a broker; (iii) persons who have been granted valid proxies; and (iv) such
other persons that the Fund, in its sole discretion, may elect to admit. For
information on how to attend the Annual Meeting, you may contact the Fund's
proxy solicitor, Okapi Partners LLC, at (877) 566-1922.

-12-

What other information should I know in deciding how to vote?

Please read the entire Proxy Statement because it contains important
information about the Board's Trustee nominees, the Saba Proposal to Terminate
the Investment Advisory Agreement, and other important information about the
Fund and the Board.

If Saba Capital proceeds with its solicitation of proxies for the election of
its three candidates as Trustees at the Annual Meeting, you will receive an
opposing proxy statement and proxy card or other proxy solicitation materials
from Saba Capital. We are not responsible for the accuracy of any information
provided by or relating to Saba Capital contained in any proxy solicitation
materials filed or disseminated by, or on behalf of, Saba Capital or any other
statements it may otherwise make.

How can I obtain additional copies of these materials or copies of other
documents?

This Proxy Statement and all other solicitation materials in connection with
this proxy solicitation will be available on the internet, free of charge, at
the SEC's website https://www.edgar.sec.gov. The Fund will furnish without
charge a copy of its Annual Report for the fiscal year ended November 30, 2019
and any more recent semi-annual report to any shareholder upon request.
Shareholders who want to obtain a copy of the Fund's reports should direct all
written requests to the attention of the Fund, at the address listed above, or
should call the Fund at (800) 710-0935. A copy of the Fund's Annual Report for
the fiscal year ended November 30, 2019 is also available from Amundi Pioneer's
website at
https://www.amundipioneer.com/us/Resources-Planning/Order-Literature. You may
also contact Okapi Partners LLC for additional copies of either this Proxy
Statement, other solicitation materials in connection with this proxy
solicitation, or the Fund's Annual Report for the fiscal year ended
November 30, 2019.

Who can answer my questions?

Given Saba Capital's plans to wage a proxy contest at this year's Annual
Meeting to advance its self-interested and irresponsible agenda, your vote at
this year's Annual Meeting is extremely important, no matter how many or how
few shares you own. Whether or not you expect to attend the Annual Meeting, and
in order to facilitate timely receipt of your proxy vote given the potential
impact of COVID-19, we respectfully urge you to sign, date and return the
enclosed WHITE proxy card as promptly as possible. Voting now will not limit
your right to change your vote or to attend the Annual Meeting. If you have
questions or require assistance in the voting of your shares, please call Okapi
Partners LLC, the firm assisting the Fund in its solicitation of proxies:

LOGO
Okapi Partners LLC
1212 Avenue of the Americas, 24/th/ Floor
New York, N.Y. 10036
(212) 297-0720
Call Toll-Free at: (877) 566-1922
E-mail: info@okapipartners.com

-13-

BACKGROUND OF THE CONTESTED SOLICITATION

The following is a chronology of the material contacts and events in our
relationship with Saba Capital leading up to the filing of this Proxy Statement:

.. On April 4, 2019, Saba Capital filed with the SEC its initial Schedule 13G
reporting that it had become the beneficial owner of 5.58% of the Fund's
outstanding Common Shares. In its Schedule 13G, Saba Capital checked the
box that it was eligible to file a Schedule 13G rather than a Schedule 13D
pursuant to Rule 13d-1(c) which is the "passive investor" exemption. In
other words, by checking the Rule 13d-1(c) exemption box, Saba asserted
that it had not acquired the Fund's securities with any purpose, or with
the effect, of changing or influencing the control of the Fund (or in
connection with or as a participant in any transaction having that purpose
or effect).

.. On October 25, 2019, Saba Capital filed with the SEC Amendment No. 1 to its
Schedule 13G reporting that it had increased its beneficial ownership to
10.46% of the Fund's outstanding Common Shares.

.. On February 14, 2020, Saba Capital filed with the SEC Amendment No. 2 to
its Schedule 13G reporting that it had increased its beneficial ownership
to 11.4% of the Fund's outstanding Common Shares.

.. On May 1, 2020, Saba Capital filed with the SEC its initial Schedule 13D
reporting that it had increased its beneficial ownership to 13.95% of the
Fund's outstanding Common Shares. Saba Capital also disclosed that, as of
May 1, 2020, it had changed its investment intent and, accordingly, was no
longer entitled to rely on the "passive investor" exemption that it had
used to justify filing on Schedule 13G pursuant to Rule 13d-1(c) rather
than a Schedule 13D. Saba Capital also disclosed in its Schedule 13D that,
during the thirty days prior to filing of its Schedule 13D, it had acquired
beneficial ownership of an additional 496,332 Common Shares of the Fund
representing approximately 2% of the Fund's 24,738,174 Common Shares
outstanding at such time.

.. On May 4, 2020, Saba Capital Master Fund, Ltd., a private fund advised by
Saba Capital, delivered the Saba Capital Shareholder Notice to the Fund
disclosing Saba Capital's intention to nominate three nominees--Charles I.
Clarvit, Stephen G. Flanagan, and Frederic Gabriel-- to stand for election
to the Board at the 2020 Annual Meeting and to present the Saba Proposal to
Terminate the Investment Advisory Agreement.

.. On May 5, 2020, Saba Capital filed with the SEC Amendment No. 1 to its
Schedule 13D reporting that the Saba Capital Shareholder Notice had been
delivered to the Fund. No change in beneficial ownership of the Fund's
Common Shares was reported.

.. Also, on May 5, 2020, the Fund sent a letter to Saba Capital acknowledging
receipt of the Saba Capital Shareholder Notice and advising Saba Capital
that the Fund had begun the process of reviewing the Saba Capital
Shareholder Notice and that, accordingly, the acknowledgement letter should
not be deemed to constitute confirmation that the Saba Capital Shareholder
Notice complied with the Bylaws and/or any applicable law.

.. On May 15, 2020, the Fund sent a letter to Saba Capital questioning whether
Saba Capital had complied with the Bylaws in connection with its submission
of the Saba Capital Shareholder Notice as well as requesting more
information about Saba Capital's proposed nominees for election to the
Board and requesting that each of Saba Capital's proposed nominees complete
and execute the Fund's Trustees and Officers ("T&O") questionnaire, a form
of which was enclosed with the Fund's letter.

.. On May 20, 2020, Saba Capital sent a letter to the Fund responding to the
Fund's May 15, 2020 letter. With its response letter, Saba Capital enclosed
completed and executed T&O questionnaires for each of its proposed nominees.

.. On May 21, 2020, Saba Capital filed with the SEC Amendment No. 2 to its
Schedule 13D reporting that Saba Capital had increased its beneficial
ownership in the Fund from 13.95% to 15.2% of the Fund's outstanding Common
Shares.

.. On June 1, 2020, the Fund sent a letter to Saba Capital continuing to
question whether Saba Capital had complied with the Bylaws in connection
with its submission of the Saba Capital Shareholder Notice as well as
inquiring whether Saba Capital would make its proposed nominees available
for interviews with members of

-14-

the Board's Governance and Nominating Committee. In its letter, the Fund
requested that Saba Capital disclose to the Fund what steps Saba Capital
and its affiliates took to assemble a slate of nominees and prepare for a
proxy contest against the Fund prior to filing its initial Schedule 13D
with the SEC on May 1, 2020 and further requesting that Saba Capital
provide the Fund with a detailed timeline of all steps that Saba Capital
and its affiliates took to prepare for a potential proxy contest against
the Fund.

.. On June 4, 2020, Saba Capital filed with the SEC Amendment No. 3 to its
Schedule 13D reporting that Saba Capital had increased its beneficial
ownership in the Fund from 15.2% to 16.7% of the Fund's outstanding Common
Shares.

.. On June 5, 2020, Saba Capital sent a letter to the Fund responding to the
Fund's June 1, 2020 letter. In its letter, Saba Capital indicated that,
while it was not currently willing to make its proposed nominees available
for interviews with members of the Board's Governance and Nominating
Committee, such interviews may be appropriate at a future date. In its
letter, Saba Capital did not provide the information requested by the Fund
in its June 1, 2020 letter or otherwise address the Fund's concerns
regarding whether Saba Capital had complied with the Bylaws.

.. On June 11, 2020, Saba Capital filed with the SEC Amendment No. 4 to its
Schedule 13D reporting that Saba Capital had increased its beneficial
ownership in the Fund from 16.7% to 19.2% of the Fund's outstanding Common
Shares.

.. On June 15, 2020, the Fund sent a letter to Saba Capital indicating that,
based on the Fund's review of the Saba Capital Shareholder Notice, the
responses Saba Capital provided to the Fund on May 19, 2020 and June 5,
2020 to the Fund's concerns with the Saba Capital Shareholder Notice and
requests for additional information, and other relevant facts and
circumstances, the Fund had significant concerns that the Saba Capital
Shareholder Notice and Saba Capital's actions related thereto may not
comply with the Bylaws. The Fund indicated that the Governance and
Nominating Committee's and the Board's review of the Saba Capital
Shareholder Notice and other facts and circumstances related thereto is not
yet complete and neither the Governance and Nominating Committee nor the
Board had made any final determinations with respect to the Saba Capital
Shareholder Notice. Accordingly, the Fund indicated that, to the extent
that Saba Capital had additional information that it would like the
Governance and Nominating Committee and/or the Board to consider in making
its final determinations with respect to the Saba Capital Shareholder
Notice, including the information previously requested by the Fund in its
June 1, 2020 letter, Saba should provide such information to the Fund by no
later than Monday, June 22, 2020, at 5:00 p.m. Eastern Time, and direct it
to the attention of the Fund's Chief Legal Officer and Secretary. The Fund
also included with this letter current copies of the Fund's Agreement and
Declaration of Trust and the Bylaws.

.. On June 17, 2020, Saba Capital filed with the SEC Amendment No. 5 to its
Schedule 13D reporting that Saba Capital had increased its beneficial
ownership in the Fund from 19.2% to 24.8% of the Fund's outstanding Common
Shares.

.. On June 17, 2020, Saba Capital's outside counsel at Schulte Roth & Zabel
LLP sent a letter to the Fund responding to the Fund's June 15, 2020
letter. The letter from Saba Capital's outside counsel did not provide the
information requested by the Fund in its June 15, 2020 letter or otherwise
address the Fund's concerns regarding whether Saba Capital had complied
with the Bylaws.

.. On June 25, 2020, the Fund's outside counsel at Morgan, Lewis & Bockius LLP
sent a letter to Saba Capital's outside counsel at Schulte Roth & Zabel
LLP. In its letter, the Fund's outside counsel indicated that, while the
Fund remained concerned that Saba Capital may not have complied with the
Bylaws' advance notice provisions in connection with its submission of the
Saba Capital Shareholder Notice, the Fund and the Board remained open to
exploring a resolution with Saba Capital. No specific proposal or terms
were included in this letter.

.. On July 2, 2020, Saba Capital's outside counsel at Schulte Roth & Zabel LLP
sent a letter to the Fund's outside counsel at Morgan, Lewis & Bockius LLP
responding to Morgan Lewis's June 25, 2020 letter. In its letter, Schulte
Roth & Zabel LLP indicated that Saba Capital was not prepared to have any
discussions regarding a potential resolution with the Fund until the Fund
affirmed that the Saba Capital Shareholder Notice complied with the Bylaws.

-15-

.. On July 7, 2020, the Fund's outside counsel at Morgan, Lewis & Bockius LLP
held a telephonic conference with Saba Capital's outside counsel at Schulte
Roth & Zabel LLP to reiterate that the Board remained open to exploring a
resolution with Saba Capital. No specific proposal or terms were discussed
during the course of this telephonic conference. Saba Capital's outside
counsel at Schulte Roth & Zabel LLP indicated that he would discuss with
Saba Capital whether it wished to explore any potential resolution with the
Fund.

.. On July 9, 2020, the Fund's outside counsel at Morgan, Lewis & Bockius LLP
held a telephonic conference with Saba Capital's outside counsel at Schulte
Roth & Zabel LLP to follow-up on the telephonic conference that took place
between them on July 7, 2020. During the course of this telephonic
conference, Saba Capital's outside counsel at Schulte Roth & Zabel LLP
informed the Fund's outside counsel at Morgan, Lewis & Bockius LLP that
Saba Capital was adhering to its previous position that it was not prepared
to have any discussions with the Fund regarding a potential resolution
until the Fund affirmed that the Saba Capital Shareholder Notice complied
with the Bylaws.

.. On July 14, 2020, Saba Capital filed its preliminary proxy statement and
form of proxy card with the SEC.

.. On July 17, 2020, the Fund filed a preliminary form of this Proxy Statement
and the WHITE proxy card with the SEC.

-16-

PROPOSAL 1
ELECTION OF TRUSTEES

General

At the Annual Meeting, shareholders of the Fund are being asked to vote for the
election of three Class II Trustees, each to serve until the Fund's 2023 annual
meeting or until his or her successor is elected and qualified. The Board's
nominees for election as Trustees of the Fund are Diane P. Durnin, Benjamin M.
Friedman, and Kenneth J. Taubes, each of whom currently serves as a Class II
Trustee with a term that expires at the Annual Meeting or until his or her
successor is elected and qualified. Mr. Friedman has served as a Trustee since
2008 and was most recently elected by shareholders in 2017. Mr. Taubes has
served as a Trustee since 2014 and was most recently elected by shareholders in
2017. Ms. Durnin was appointed as a Trustee in 2020, and has not been elected
by shareholders.

Saba Capital, an activist investor that targets closed-end funds to extract
short-term profits for itself and its clients at the expense of long-term fund
shareholders, and which, up until May 1, 2020, publicly represented itself as a
"passive" investor in the Fund, has acquired approximately 24.8% of the Fund's
common shares and submitted the Saba Capital Shareholder Notice to the Fund on
May 4, 2020 disclosing that it intends to nominate three candidates for
election as Trustees at the Annual Meeting in opposition to the three highly
qualified and very experienced Trustee nominees recommended by the Board. If
Saba Capital proceeds with its solicitation of proxies for the election of its
three candidates as Trustees at the Annual Meeting, you will receive an
opposing proxy statement and proxy card or other proxy solicitation materials
from Saba Capital and/or its affiliates. We are not responsible for the
accuracy of any information provided by or relating to Saba Capital contained
in any proxy solicitation materials filed or disseminated by, or on behalf of,
Saba Capital or any other statements it may otherwise make.

As more fully discussed above, while the Board has significant concerns that
Saba Capital may not have complied with the Bylaws' advance notice provisions
in connection with the submission of the Saba Capital Shareholder Notice, as of
the date hereof, there continues to exist the possibility that, prior to the
mailing of this Proxy Statement, Saba Capital will provide the Board with
information that addresses the Board's concerns that Saba Capital may not have
complied with the Bylaws' advance notice provisions. Accordingly, as of the
date hereof, neither the Board nor its Governance and Nominating Committee has
made a final determination in this regard. To the extent that the Board does
not make such a final determination until subsequent to the mailing of this
Proxy Statement, the Board will file with the SEC an amendment to this Proxy
Statement that discloses such determination.

The Board does NOT endorse any nominee of Saba Capital and unanimously
recommends that you vote "FOR ALL" of the Trustee nominees proposed by the
Board by using the WHITE proxy card accompanying this Proxy Statement.
Accordingly, the Board strongly urges you not to sign or return any proxy card
or voting instruction form other than the enclosed WHITE proxy card, and to
discard any proxy materials and proxy cards or voting instruction forms that
you may receive from Saba Capital.

The proxy card you submit with the latest date is the proxy card that will be
counted. If you have previously returned a proxy card sent to you by Saba
Capital, you can change your vote (i) by signing, dating and returning the
enclosed WHITE proxy card in the postage-paid envelope provided herewith;
(ii) by recording your voting instructions via telephone or the internet
following the instructions on the enclosed WHITE proxy card; or (iii) by voting
at the Annual Meeting.

In recommending the nomination of Diane P. Durnin, Benjamin M. Friedman, and
Kenneth J. Taubes for election as Class II Trustees, the Board's Governance and
Nominating Committee (the "Governance and Nominating Committee") took into
consideration the following:

. the biographical information provided by each of the three incumbent
Trustees standing for election at the Annual Meeting, including, but not
limited to, their professional careers and accomplishments;

-17-

. That each of the Board's Trustee nominees has substantial experience
protecting fund shareholders' interests;

None of the members of the Governance and Nominating Committee is standing for
election at the Annual Meeting.

With respect to Mr. Friedman, the Governance and Nominating Committee
considered his extensive and impressive experience as an economist including
his leadership of the Department of Economics at Harvard University, his
advisory roles with the Congressional Budget Office and the Federal Reserve
Bank of New York, and his extensive writings on economic and monetary matters
including interest rates. The Governance and Nominating Committee also noted
his leadership role, and the insights he has brought to bear, in the Board
oversight of the investment performance of the Fund and the other open-end and
closed-end funds comprising the Pioneer family of funds. The Governance and
Nominating Committee further noted his experience on the boards of other
investment funds.

With respect to Ms. Durnin, the Governance and Nominating Committee considered
her extensive experience in senior leadership roles at asset management
companies, including as a managing director and head of product strategy and
development, and as vice chairman, at one of the world's largest asset
management organizations, including experience in investment oversight. The
Governance and Nominating Committee also noted Ms. Durnin's experience with
both product development and strategy and investment matters. The Governance
and Nominating Committee considered that, although Ms. Durnin was the newest
member of the Board, having recently joined the Board, she was already making a
significant contribution to the Board's deliberations.

With respect to Mr. Taubes, the Governance and Nominating Committee considered
Mr. Taubes' experience as executive vice president and chief investment officer
of Amundi Pioneer Asset Management, Inc., the Fund's investment adviser (the
"Amundi Pioneer"). The Governance and Nominating Committee noted Mr. Taubes'
leadership role overseeing an investment staff of over ninety professionals and
over $80 billion of assets under management. The Governance and Nominating
Committee also considered Mr. Taubes' deep understanding of fixed income
markets as Amundi Pioneer's chief investment officer and as a portfolio manager
with a strong performance record executing fixed income strategies both at
Amundi Pioneer and previously at another asset management firm. In addition,
the Governance and Nominating Committee noted that Mr. Taubes had developed
Amundi Pioneer's capabilities in the bank loan space, which is the principal
asset class in which the Fund invests.

The Governance and Nominating Committee also carefully reviewed the
qualifications and experience of each of Saba's proposed nominees, including,
but not limited to, the biographical summaries that Saba Capital provided to
the Fund on May 4, 2020 as well as trustee questionnaires that each of Saba
Capital's proposed nominees completed and made available to the Fund on May 20,
2020. Based upon the information made available to it, the Governance and
Nominating Committee, concluded that none of Saba Capital's proposed nominees
would bring to the Board any relevant experience, skills or competencies not
already present among the current members of the Board. The Governance and
Nominating Committee also noted that one of Saba Capital's proposed nominees,
Charles I. Clarvit, had recently been elected to the board of trustees of both
the Eaton Vance Floating-Rate Income Plus Fund and the Voya Prime Rate Trust,
both competitors of the Fund, as

-18-

a result of proxy contests by Saba Capital seeking his election. However, the
Governance and Nominating Committee's consideration of Saba's proposed nominees
was limited by the unwillingness of Saba Capital to commit to make available
its proposed nominees to interviews with the Governance and Nominating
Committee. In this regard, Saba informed the Fund in writing on June 5, 2020
that it was not currently willing to make its proposed nominees available for
interviews, though it indicated that such interviews may be appropriate at a
future date.

Based upon the reviews described above, the Governance and Nominating Committee
unanimously determined that nominating the incumbent Class II Trustees Diane P.
Durnin, Benjamin M. Friedman, and Kenneth J. Taubes, for election would be in
the best interests of the Fund and the Fund's shareholders.

The Board received the recommendation of the Governance and Nominating
Committee and, after discussion and consideration of, among other things, the
recommendation of the Governance and Nominating Committee and the experience
and qualifications of the incumbent Class II Trustees, the Board (including the
Independent Trustees) unanimously voted to nominate Diane P. Durnin, Benjamin
M. Friedman, and Kenneth J. Taubes for election as Class II Trustees and to
recommend that shareholders vote "FOR ALL" of the Trustee nominees recommended
by the Board using the WHITE proxy card.

In nominating Diane P. Durnin, Benjamin M. Friedman, and Kenneth J. Taubes for
election as Class II Trustees, the Board also took into consideration the
qualifications and experience of Saba Capital's proposed nominees, and, like
the Governance and Nominating Committee, concluded that none of Saba Capital's
proposed nominees would bring to the Board any relevant experience, skills or
competencies not already present among the current members of the Board. The
Board also noted that Saba Capital's proposed nominees, which included no
women, would, if elected, reduce the Board's gender diversity. In addition,
Saba Capital did not provide the Board with any credible arguments as to why
its proposed nominees are more qualified than the three highly qualified,
experienced, and valued members of the Board that Saba Capital is seeking to
replace to oversee the Fund as it continues to fulfill its investment objective
and create value for the benefit of all shareholders. Further, in contrast to
the Board's nominees, Saba Capital's proposed nominees are unfamiliar with the
Fund and have been handpicked and nominated by Saba Capital and are
participants in Saba Capital's proxy solicitation to advance an extremely
irresponsible proposal to terminate the Fund's investment advisor with no
replacement identified, an action that could leave the Fund "orphaned" and
without any investment adviser to execute the investment objective that
attracted shareholders to the Fund. The Board also noted that one of Saba
Capital's proposed nominees, Charles I. Clarvit, had recently been elected to
the board of trustees of both the Eaton Vance Floating-Rate Income Plus Fund
and the Voya Prime Rate Trust, both competitors of the Fund, as a result of
proxy contests by Saba Capital seeking his election.

The Board is always amenable to adding to its membership additional Trustees
who would add to the depth, breadth, and diversity of its insights,
perspectives, competencies, and skills and is receptive to considering and
interviewing candidates referred to the Fund by a shareholder, but the Board
believes that such candidates must be committed to acting in the best interests
of ALL shareholders and must not be, in any way, obligated or expected to serve
or advocate for the interests of any particular constituency. In this regard,
the Board found it concerning that, to date, Saba Capital has indicated that it
is not currently willing to allow members of the Board to interview its
proposed nominees.

All of the Board's nominees have consented to be named in this Proxy Statement
and to serve as Trustees, if elected by the Fund's shareholders. In the
unanticipated event that any of the Board's nominees is unable or declines to
serve as a Trustee at the time of the Annual Meeting, the proxies returned to
us will be voted for the election of a substitute nominee(s) designated by the
Board upon the recommendation of the Governance and Nominating Committee. If
any such substitute nominee(s) are designated, we will file an amended proxy
statement that, as applicable, identifies the substitute nominee(s), discloses
that such nominees have consented to being named in the amended proxy statement
and to serve as Trustees if elected, and provide information about such
nominees required by the rules of the SEC. As of the date of this Proxy
Statement, the Board is not aware that any of its nominees is unable or will
decline to serve as a Trustee.

The persons named as proxy holders on the accompanying WHITE proxy card intend
to vote at the Annual Meeting (unless otherwise directed) for the election of
Ms. Durnin, Mr. Friedman, and Mr. Taubes as Trustees of the Fund.

-19-

Trustee Class Designations and Terms of Office

The Fund's Agreement and Declaration of Trust provides that a majority of the
Trustees shall fix the number of Trustees of the Fund and that there shall be
at least one and no more than fifteen Trustees. The Fund currently has nine
Trustees.

The Agreement and Declaration of Trust for the Fund provides that the Board
shall consist of Trustees divided into three staggered classes, Class I,
Class II and Class III, each class to consist, as nearly as may be possible, of
one-third of the total number of Trustees constituting the entire Board. The
Trustees of only one class are elected at each annual meeting so that the
regular term of only one class of Trustees will expire annually and any
particular Trustee stands for election only once in each three-year period.

Each class of Trustees will stand for election at the conclusion of its
respective three-year term. Such classification may prevent replacement of a
majority of the Trustees for up to a two-year period.

Currently, the designations and terms of office of each class of Trustees of
the Fund are as follows:

Class I Trustees -- Mr. Baumgardner, Ms. Jones, and Ms. Monchak.
Terms expire in 2022.
Class II Trustees -- Ms. Durnin, Mr. Friedman, and Mr. Taubes. Terms
expire in 2020 at the Annual Meeting. Each of
these Trustees has been nominated for election at
the Annual Meeting.
Class III Trustees -- Mr. Perna, Ms. Piret, and Mr. Ricciardi. Terms
expire in 2021.

Information Regarding the Board's Nominees and Other Trustees

The following table sets forth for each of the Board's three nominees and other
Trustees, his or her position(s) with the Fund, age, address, principal
occupation during at least the past five years, and any other board memberships
held during at least the past five years. Trustees who are interested persons
of the Fund within the meaning of the 1940 Act are referred to as Interested
Trustees. Trustees who are not interested persons of the Fund are referred to
as Independent Trustees. Each of the Trustees serves as a Trustee of each of
the 45 U.S. registered funds for which Amundi Pioneer as investment adviser
(the "Pioneer Funds"). The address for all Trustees and all officers of the
Fund is 60 State Street, Boston, Massachusetts 02109.

Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Trustee
--------------------------- ------------------------ ----------------------------- -------------------------------------

Independent Trustees
and Nominees:
Thomas J. Perna (68) Class III Trustee since Private investor (2004 - 2008 Director, Broadridge Financial
Chairman of the Board 2006. Term expires in and 2013 - present); Chairman Solutions, Inc. (investor
and Trustee 2021. (2008 - 2013) and Chief communications and securities
Executive Officer (2008 - processing provider for financial
2012), Quadriserv, Inc. services industry) (2009 - present);
(technology products for Director, Quadriserv, Inc. (2005 -
securities lending industry); 2013); and Commissioner, New
and Senior Executive Vice Jersey State Civil Service
President, The Bank of New Commission (2011 - 2015)
York (financial and
securities services) (1986 -
2004)

John E. Baumgardner, Class I Trustee since Of Counsel (2019 - present),
Jr. (68)* 2019. Term expires in Partner (1983-2018),
Trustee 2022. Sullivan & Cromwell LLP (law
firm).

-20-

Diane P. Durnin (63) Class II Trustee since Managing Director -- Head of None
Trustee 2020. Term expires in Product Strategy and
Nominee 2020. Development, BNY Mellon
Investment Management
(investment management firm)
(2012-2018); Vice Chairman -
The Dreyfus Corporation (2005
- 2018): Executive Vice
President Head of Product,
BNY Mellon Investment
Management (2007-2012);
Executive Director- Product
Strategy, Mellon Asset
Management (2005-2007);
Executive Vice President Head
of Products, Marketing and
Client Service, Dreyfus
Corporation (investment
management firm) (2000-2005);
Senior Vice President
Strategic Product and
Business Development, Dreyfus
Corporation (1994-2000)

Benjamin M. Class II Trustee since William Joseph Maier Trustee, Mellon Institutional Funds
Friedman (75) 2008. Term expires in Professor of Political Investment Trust and Mellon
Trustee 2020. Economy, Harvard University Institutional Funds Master Portfolio
Nominee (1972 - present) (oversaw 17 portfolios in fund
complex) (1989 -- 2008)

Lorraine H. Class I Trustee since Chief Investment Officer, None
Monchak (64) 2015. Term expires in 1199 SEIU Funds (healthcare
Trustee 2022. workers union pension funds)
(2001 - present); Vice
President - International
Investments Group, American
International Group, Inc.
(insurance company) (1993 -
2001); Vice President
Corporate Finance and
Treasury Group, Citibank,
N.A.(1980 - 1986 and 1990 -
1993); Vice President -
Asset/Liability Management
Group, Federal Farm Funding
Corporation
(government-sponsored issuer
of debt securities) (1988 -
1990); Mortgage Strategies
Group, Shearson Lehman
Hutton, Inc. (investment
bank) (1987 - 1988); Mortgage
Strategies Group, Drexel
Burnham Lambert, Ltd.
(investment bank) (1986 -
1987)

Marguerite A. Class III Trustee since Chief Financial Officer, Director of New
Piret (72) 2003. Term expires in American Ag Energy, Inc. America High Income Fund, Inc.
Trustee 2021. (controlled environment and (closed-end investment company)
agriculture company) (2016 - (2004 - present); and Member,
present); President and Chief Board of Governors, Investment
Executive Officer, Metric Company Institute (2000 - 2006)
Financial Inc. (formerly
known as Newbury Piret
Company) (investment banking
firm) (1981 - 2019)

Fred J. Ricciardi (73) Class III Trustee since Consultant (investment None
Trustee 2014. Term expires in company services) (2012 -
2021. present); Executive Vice
President, BNY Mellon
(financial and investment
company services) (1969 -
2012); Director, BNY
International Financing Corp.
(financial services) (2002 -
2012); Director, Mellon
Overseas Investment Corp.
(financial services) (2009 -
2012); Director, Financial
Models (technology)
(2005-2007); Director, BNY
Hamilton Funds, Ireland
(offshore investment
companies) (2004-2007);
Chairman/Director, AIB/BNY
Securities Services, Ltd.,
Ireland (financial services)
(1999-2006); Chairman, BNY
Alternative Investment
Services, Inc. (financial
services) (2005-2007)

-21-

Interested Trustees
and Nominee:
Lisa M. Jones (58)** Class I Trustee since Director, CEO and President None
Trustee, President and 2014. Term expires in of Amundi Pioneer Asset
Chief Executive Officer 2022. Management USA, Inc.
(investment management firm)
(since September 2014);
Director, CEO and President
of Amundi Pioneer Asset
Management, Inc. (since
September 2014); Director,
CEO and President of Amundi
Pioneer Distributor, Inc.
(since September 2014);
Director, CEO and President
of Amundi Pioneer
Institutional Asset
Management, Inc. (since
September 2014); Chair,
Amundi Pioneer Asset
Management USA, Inc., Amundi
Pioneer Distributor, Inc. and
Amundi Pioneer Institutional
Asset Management, Inc.
(September 2014 - 2018);
Managing Director, Morgan
Stanley Investment Management
(investment management firm)
(2010 - 2013); Director of
Institutional Business, CEO
of International, Eaton Vance
Management (investment
management firm) (2005 -
2010); Director of Amundi
USA, Inc. (since 2017)

Kenneth J. Class II Trustee since Director and Executive Vice None
Taubes (62)** 2014. Term expires in President (since 2008) and
Trustee 2020. Chief Investment Officer,
Nominee U.S. (since 2010) of Amundi
Pioneer Asset Management USA,
Inc. (investment management
firm); Director and Executive
Vice President and Chief
Investment Officer, U.S. of
Amundi Pioneer (since 2008);
Executive Vice President and
Chief Investment Officer,
U.S. of Amundi Pioneer
Institutional Asset
Management, Inc. (since
2009); Portfolio Manager of
Amundi Pioneer (since 1999);
Director of Amundi USA, Inc.
(since 2017)

* Mr. Baumgardner is Of Counsel to Sullivan & Cromwell LLP, which acts as
independent outside legal counsel to the Independent Trustees of each
Pioneer Fund.
** Ms. Jones and Mr. Taubes are Interested Trustees because they are an
officer or director of the Fund's investment adviser and certain of its
affiliates.

Responsibilities of the Board of Trustees

The Board is responsible for overseeing the Fund's management and operations.
The Chairman of the Board is an Independent Trustee. Independent Trustees
constitute at least 75% of the Board.

During the most recent fiscal year, the Board held 6 meetings. All of the
current Trustees and committee members of the Fund then serving attended at
least 75% of the meetings of the Board and applicable committees, if any, held
during the Fund's fiscal year. The Fund does not have a policy on Trustee
attendance at the annual meeting of shareholders. One Trustee attended the
Fund's 2019 annual meeting of shareholders.

The Trustees were selected or nominated to join the Board based upon the
following as to each Board member: such person's character and integrity; such
person's judgment, analytical ability, intelligence, and common sense; such
person's experience and previous profit and not-for-profit board membership;
such person's demonstrated willingness to take an independent and questioning
stance toward management; such person's willingness and ability to commit the
time necessary to perform the duties of a Trustee; as to each Independent
Trustee, his or her status as not being an "interested person" as defined under
the 1940 Act; and, as to Ms. Jones and Mr. Taubes, their association with
Amundi Pioneer. Each Trustee also serves on the Boards of Trustees of other
exchange-listed closed-end funds, closed-end interval funds, and open-end
funds, all part of the Pioneer Funds complex, and has substantial experience
protecting fund shareholders' interests. As part of their service on the
closed-end funds' boards, the Trustees regularly evaluate issues unique to
closed-end

-22-

funds, including the discount at which closed-end funds' shares may trade
relative to their net asset value per share. Each of the Independent Trustees
also was selected to join the Board based on the criteria and principles set
forth in the Charter of the Fund's Governance and Nominating Committee. In
addition to individual attributes, the value of diversity is considered. In
evaluating a Trustee's prospective service on the Board, the Trustee's
experience in, and ongoing contributions toward, overseeing the Fund's business
as a Trustee also are considered.

In addition, the following specific experience, qualifications, attributes,
and/or skills apply as to each Trustee: Mr. Baumgardner, legal, investment
management, business and public company experience as an attorney practicing
investment management, corporate, and securities law and experience as a board
member of other organizations; Ms. Durnin, investment management and investment
company experience as an executive officer of an investment adviser;
Mr. Friedman, academic leadership, economic and finance experience, and
investment company board experience; Ms. Monchak, investment, financial and
business experience, including as the chief investment officer of a pension
fund; Mr. Perna, accounting, financial, and business experience as an executive
officer and experience as a board member of other organizations; Ms. Piret,
accounting, financial and entrepreneurial experience as an executive, valuation
experience and investment company board experience; Mr. Ricciardi, financial,
business and investment company experience as an executive officer of a
financial and investment company services organization, and experience as a
board member of offshore investment companies and other organizations;
Ms. Jones, investment management experience as an executive and leadership
roles with Amundi Pioneer and its affiliates; and Mr. Taubes, portfolio
management experience and leadership roles with Amundi Pioneer. However, in its
periodic assessment of the effectiveness of the Board, the Board considers the
complementary skills and experience of individual Trustees primarily in the
broader context of the Board's overall composition so that the Board, as a
body, possesses the appropriate (and appropriately diverse) skills and
experience to oversee the business of the Fund.

The Fund's Agreement and Declaration of Trust provides that the appointment,
designation (including in any proxy statement, registration statement, or other
document) of a Trustee as an expert on any topic or in any area, or as having
experience, attributes or skills in any area, or any other appointment,
designation or identification, shall not impose on that person any standard of
care or liability that is greater than that imposed on that person as a Trustee
in the absence of the appointment, designation or identification, and no
Trustee who has special attributes, skills, experience or expertise, or is
appointed, designated, or identified as aforesaid, shall be held to a higher
standard of care by virtue thereof.

Board Committees

The Board has five standing committees: the Independent Trustees Committee, the
Audit Committee, the Governance and Nominating Committee, the Policy
Administration Committee and the Valuation Committee. Each committee is chaired
by an Independent Trustee and all members of each committee are Independent
Trustees.

The Chairs of the committees work with the Chairman of the Board and fund
management in setting the agendas for Board meetings. The Chairs of the
committees set the agendas for committee meetings with input from fund
management. As noted below, through the committees, the Independent Trustees
consider and address important matters involving the Fund, including those
presenting conflicts or potential conflicts of interest for management. The
Independent Trustees also regularly meet without the presence of management and
are advised by independent legal counsel. The Board believes that the committee
structure, and delegation to the committees of specified oversight
responsibilities, help the Board more effectively to provide governance and
oversight of the Fund's affairs. Mr. Perna, Chairman of the Board, is a member
of each committee except the Audit Committee and the Valuation Committee, of
each of which he is a non-voting, ex-officio member.

During the most recent fiscal year for the Fund, the Audit, Governance and
Nominating, Independent Trustees, Policy Administration and Valuation
Committees of the Fund held 7, 7, 6, 4, and 5 meetings, respectively.

Independent Trustees Committee: John E. Baumgardner, Jr., Diane P. Durnin,
Benjamin M. Friedman, Lorraine H. Monchak, Thomas J. Perna (Chair), Marguerite
A. Piret, and Fred J. Ricciardi.

The Independent Trustees Committee is comprised of all of the Independent
Trustees. The Independent Trustees Committee serves as the forum for
consideration of a number of issues required to be considered separately by the
Independent Trustees under the 1940 Act, including the assessment and review of
the Fund's advisory agreement and other related party contracts. The
Independent Trustees Committee also considers issues that the Independent
Trustees believe it is advisable for them to consider separately from the
Interested Trustees.

-23-

Audit Committee: Diane P. Durnin, Benjamin M. Friedman, Lorraine H.
Monchak, and Fred J. Ricciardi (Chair).

The Fund's Audit Committee is comprised of only Independent Trustees who are
"independent" as defined in the NYSE listing standards relating to closed-end
funds. The Board has adopted a charter for the Audit Committee. In accordance
with its charter, the purposes of the Audit Committee are to:

. Assist the Board's oversight and monitoring of: (i) the integrity of the
Fund's financial statements; (ii) the Fund's compliance with legal and
regulatory requirements; (iii) the independent registered public
accounting firm's qualifications, performance and independence; and
(iv) the performance of the Fund's internal audit function; and

. Prepare the disclosure required by Item 407(d)(3)(i) of Regulation S-K
to be included in the Fund's annual proxy statement and other filings.

The Audit Committee charter is available on Amundi Pioneer's website:
amundipioneer.com/us. You also can obtain a copy by sending a written request
to your fund at the address listed on this Proxy Statement.

The Board has determined that the Fund has at least one audit committee
financial expert serving on its Audit Committee. Mr. Ricciardi, an Independent
Trustee, serves on each Audit Committee and has been determined to be an audit
committee financial expert.

Audit Committee Report

The Audit Committee reports that it has (1) reviewed and discussed the Fund's
audited financial statements with management; (2) discussed with the
independent registered public accounting firm the matters required to be
discussed by the applicable requirements of the Public Company Accounting
Oversight Board and the SEC; and (3) received written disclosures and the
letter from the independent registered public accounting firm required by
applicable requirements of the Public Company Accounting Oversight Board
regarding the independent registered public accounting firm's communications
with the Audit Committee concerning independence, and discussed with the
independent registered public accounting firm that firm's independence. Based
upon the review and discussions referred to above, the Audit Committee
recommended to the Board that the audited financial statements be included in
the Annual Report for Pioneer Floating Rate Trust for the fiscal year ended
November 30, 2019.

The members of the Fund's Audit Committee are:

Diane P. Durnin
Benjamin M. Friedman
Lorraine H. Monchak
Fred J. Ricciardi (Chair)

Governance and Nominating Committee: John E. Baumgardner, Jr. (Chair), Thomas
J. Perna, and Fred J. Ricciardi.

All members of the Governance and Nominating Committee are independent under
the NYSE listing standards relating to closed-end funds, and are not
"interested persons," as defined in the 1940 Act, of the Fund. The Board of the
Fund has adopted a written charter for the Governance and Nominating Committee,
which is available on Amundi Pioneer's website: amundipioneer.com/us. You also
can obtain a copy by sending a written request to the Fund at the address
listed in this Proxy Statement.

The Governance and Nominating Committee considers governance matters affecting
the Board and the Fund. Among other responsibilities, the Governance and
Nominating Committee reviews the performance of the Independent Trustees as a
whole, and reviews and recommends to the Independent Trustees Committee any
appropriate changes concerning, among other things, the size and composition of
the Board, the Board's committee structure and the Independent Trustees'
compensation. The Governance and Nominating Committee also makes
recommendations to the Independent Trustees Committee or the Board on matters
delegated to it.

-24-

In addition, the Governance and Nominating Committee screens potential
candidates for Independent Trustees. Among other responsibilities, the
Governance and Nominating Committee reviews periodically the criteria for
Independent Trustees and the spectrum of desirable experience and expertise for
Independent Trustees as a whole, and reviews periodically the qualifications
and requisite skills of persons currently serving as Independent Trustees and
being considered for re-nomination. The Governance and Nominating Committee
also reviews the qualifications of any person nominated to serve on the Board
by a shareholder or recommended by any Trustee, management or another person
and makes a recommendation as to the qualifications of such nominated or
recommended person to the Independent Trustees and the Board, and reviews
periodically the Committee's procedure, if any, regarding candidates submitted
by shareholders. The Trustees who are not Independent Trustees and the officers
of the Fund are nominated and selected by the Board.

The Governance and Nominating Committee does not have specific, minimum
qualifications for nominees, nor has it established specific qualities or
skills that it regards as necessary for one or more of the Independent Trustees
to possess (other than qualities or skills that may be required by applicable
law or regulation). However, in evaluating a person as a potential nominee to
serve as an Independent Trustee, the Governance and Nominating Committee will
consider the following general criteria and principles, among any others that
it may deem relevant: (i) the nominee's reputation for integrity, honesty and
adherence to high ethical standards; (ii) the nominee's business acumen and
ability to exercise sound judgment in matters that relate to the objectives of
the Fund and whether the person is willing and able to contribute positively to
the decision-making process of the Fund; (iii) the nominee's commitment and
ability to devote the necessary time and energy to be an effective Independent
Trustee, to understand the Fund and the responsibilities of a Trustee of an
investment company; (iv) the nominee's ability to understand the sometimes
conflicting interests of the various constituencies of the Fund and to act in
the interests of all shareholders; (v) the absence of a conflict of interest
that would impair his or her ability to represent the interests of all
shareholders and to fulfill the responsibilities of a Trustee; and (vi) the
value of diversity on the Board. The Governance and Nominating Committee also
will consider whether the nominee has the experience or skills that the
Governance and Nominating Committee believes would maintain or enhance the
effectiveness of the Independent Trustees' oversight of the Fund's affairs,
based on the then current composition and skills of the Independent Trustees
and experience or skills that may be appropriate in light of changing business
conditions and regulatory or other developments. The Governance and Nominating
Committee does not necessarily place the same emphasis on each criterion.

The Governance and Nominating Committee does not have a formal procedure for
the implementation, or for assessing the effectiveness, of its policy with
regard to the consideration of the value of diversity on the Board in reviewing
potential nominees for Independent Trustee. However, as noted above, in its
periodic assessment of the effectiveness of the Board, the Board considers the
complementary skills and experience of individual Trustees in the context of
the Board's overall composition so that the Board, as a body, possesses the
appropriate (and appropriately diverse) skills and experience to oversee the
business of the Fund. In addition, the Governance and Nomination Committee
Charter provides that nominees shall not be discriminated against on the basis
of race, religion, national origin, sex, sexual orientation, disability, or any
other basis proscribed by law.

In the event that a vacancy arises or a change in Board membership is
determined to be advisable, the Governance and Nominating Committee will, in
addition to any shareholder recommendations, evaluate candidates identified by
other means, including candidates proposed by Independent Trustees or
management. While it has not done so in the past, the Governance and Nominating
Committee may retain a consultant to assist the Committee in a search for a
qualified candidate.

In evaluating a nominee recommended by a shareholder, the Governance and
Nominating Committee, in addition to the criteria discussed above, may consider
the objectives of the shareholder in submitting that nomination and whether
such objectives are consistent with the interests of all shareholders.

With respect to the re-nomination of an existing Independent Trustee, the
Governance and Nominating Committee and the Independent Trustees Committee use
the criteria and the principles set forth above, as revised from time to time,
to guide the selection process.

Shareholders may communicate with the members of the Board as a group or
individually. Any such communication should be sent to the Board or an
individual Trustee c/o the Secretary of the Fund at the address on the notice
of this meeting. The Secretary may determine not to forward any communication
to members of the Board that does not relate to the business of the Fund.

-25-

Valuation Committee: Diane P. Durnin, Benjamin M. Friedman, Lorraine
H. Monchak, and Marguerite A. Piret (Chair).

The Valuation Committee, among other things, determines with Amundi Pioneer the
value of securities under certain circumstances and considers other matters
with respect to the valuation of securities, in each case in accordance with
the Fund's valuation procedures.

Policy Administration Committee: Thomas J. Perna (Chair), John E. Baumgardner,
Jr., and Marguerite A. Piret.

The Policy Administration Committee, among other things, oversees and monitors
the Fund's compliance with legal and regulatory requirements that are not
directly related to financial reporting, internal financial controls,
independent audits or the performance of the Fund's internal audit function.
The Policy Administration Committee also oversees the adoption and
implementation of certain of the Fund's policies and procedures.

Oversight of Risk Management

Consistent with its responsibility for oversight of the Fund in the interests
of shareholders, the Board has established a framework for the oversight of
various risks relating to the Fund, including the oversight of the
identification of risks and the management of certain identified risks. The
Board has delegated certain aspects of its risk oversight responsibilities to
the committees, but relies primarily on Amundi Pioneer and its affiliates for
the identification and management or mitigation of risks relating to their
management activities on behalf of the Fund, as well as to oversee and advise
the Board on the risks that may arise relating to the activities of other fund
service providers.

The Fund faces a number of risks, such as investment risk, counterparty risk,
valuation risk, enterprise risk, reputational risk, cybersecurity risk, risk of
operational failure or lack of business continuity, and legal, compliance and
regulatory risk. The goal of risk management is to identify and address risks,
i.e., events or circumstances that could have material adverse effects on the
business, operations, shareholder services, investment performance or
reputation of the Fund.

Most of the Fund's investment management and business operations are carried
out by or through Amundi Pioneer, its affiliates, and other service providers
(such as the custodian and fund accounting agent and the transfer agent), each
of which has an independent interest in risk management but whose policies and
the methods by which one or more risk management functions are carried out may
differ from the Fund's and each other's in the setting of priorities, the
resources available or the effectiveness of relevant controls. Operational or
other failures, including cybersecurity failures, at any one or more of the
Fund's service providers could have a material adverse effect on the Fund and
its shareholders.

Under the overall supervision of the Board or the applicable committee of the
Board, the Fund, or Amundi Pioneer and the affiliates of Amundi Pioneer, or
other service providers to the Fund employ a variety of processes, procedures
and controls in an effort to identify, address and mitigate risks. Different
processes, procedures and controls are employed with respect to different types
of risks. Various personnel, including the Fund's and Amundi Pioneer's chief
compliance officer and Amundi Pioneer's chief risk officer and director of
internal audit, as well as various personnel of Amundi Pioneer and of other
service providers, make periodic reports to the applicable committee or to the
Board with respect to various aspects of risk management. The reports received
by the Trustees related to risks typically are summaries of relevant
information.

The Trustees recognize that not all risks that may affect the Fund can be
identified, that it may not be practical or cost-effective to eliminate or
mitigate certain risks, that it may be necessary to bear certain risks (such as
investment-related risks) to achieve the Fund's goals, that the processes,
procedures and controls employed to address certain risks may be limited in
their effectiveness, and that some risks are simply beyond the control of the
Fund or Amundi Pioneer and its affiliates or other service providers. Because
most of the Fund's operations are carried out by various service providers, the
Board's oversight of the risk management processes of those service providers,
including processes to address cybersecurity and other operational failures, is
inherently limited. As a result of the foregoing and other factors, the Fund's
ability to manage risk is subject to substantial limitations.

It is important to note that the Fund is designed for investors that are
prepared to accept investment risk, including the possibility that as yet
unforeseen risks may emerge in the future.

-26-

The following table indicates the value of shares that each Trustee or nominee
beneficially owned in the Fund and Pioneer Funds in the aggregate as of July
[.], 2020. Beneficial ownership is determined in accordance with SEC rules. The
share value of the Fund is based on its closing market price on July [.], 2020.
The share value of any open-end Pioneer fund is based on the net asset value of
the class of shares on July [.], 2020. The dollar ranges in this table are in
accordance with SEC requirements.

Aggregate Dollar Range
of Equity Securities in
All Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by Trustee
Name of Trustee or Nominee in the Fund or Nominee
-------------------------- ----------------- -----------------------

INTERESTED TRUSTEES OR NOMINEE
Lisa M. Jones......................... $0 Over $100,000
Kenneth J. Taubes..................... $0 Over $100,000
INDEPENDENT TRUSTEES OR NOMINEES
John E. Baumgardner, Jr............... $0 Over $100,000
Diane P. Durnin....................... $0 Over $100,000
Benjamin M. Friedman.................. $0 Over $100,000
Lorraine H. Monchak................... $0 Over $100,000
Thomas J. Perna....................... $0 Over $100,000
Marguerite A. Piret................... $0 Over $100,000
Fred J. Ricciardi..................... $0 Over $100,000

As of July [.] 2020, the most recent practicable date prior to the filing of
this Proxy Statement, the Trustees, the Board's nominees for election as
Trustees (which are all incumbent Trustees), and the executive officers of the
Fund owned beneficially in the aggregate less than 1% of the outstanding Common
Shares of the Fund.

During the Fund's most recently completed fiscal year, none of the Independent
Trustees or any of the Board's nominees for election as an Independent Trustee
engaged in the purchase or sale of securities of Amundi Pioneer, Amundi, Amundi
USA, Inc., or any other entity in a control relationship to Amundi Pioneer or
Amundi Pioneer Distributor, Inc.

Material Relationships of the Independent Trustees

Mr. Baumgardner, an Independent Trustee, is Of Counsel to the law firm of
Sullivan & Cromwell LLP, which acts as independent counsel to the Independent
Trustees of all of the Pioneer Funds. The aggregate compensation paid to
Sullivan & Cromwell LLP by the Pioneer Funds was approximately
$631,977 and $390,749 in each of 2019 and 2018.

Executive Officers of the Fund

In addition to Ms. Jones, who serves as the President and Chief Executive
Officer of the Fund, the following table provides information with respect to
the other executive officers of the Fund. Each executive officer is elected by
the Board and serves until his or her successor is chosen and qualified or
until his or her resignation or removal by the Board. Each of the executive
officers of the Fund are employees of Amundi Pioneer and none of the executive
officer are employees of the Fund. The business address of all executive
officers of the Fund is 60 State Street, Boston, Massachusetts 02109.

-27-

Name, age, and position with the Fund Principal occupation(s)
------------------------------------- -----------------------------------------------------------

Christopher J. Kelley (55) Vice President and Associate General Counsel of Amundi
Secretary and Chief Legal Officer Pioneer since January 2008 and 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; and Vice President and Senior
Counsel of Amundi Pioneer from July 2002 to December 2007

Carol B. Hannigan (59) Fund Governance Director of Amundi Pioneer since December
Assistant Secretary 2006 and Assistant Secretary of all the Pioneer Funds since
June 2010; Manager-Fund Governance of Amundi Pioneer from
December 2003 to November 2006; and Senior Paralegal of
Amundi Pioneer from January 2000 to November 2003

Thomas Reyes (57) Assistant General Counsel of Amundi Pioneer since April
Assistant Secretary 2019 and Assistant Secretary of all the Pioneer Funds since
June 2010; Senior Counsel of Amundi Pioneer from May 2013
to April 2019; Counsel of Amundi Pioneer from June 2007 to
May 2013; and Vice President and Counsel at State Street
Bank from October 2004 to June 2007

Mark E. Bradley (60) Vice President - Fund Treasury of Amundi Pioneer; and
Treasurer Treasurer of all of the Pioneer Funds since March 2008;
Deputy Treasurer of Amundi Pioneer from March 2004 to
February 2008; and Assistant Treasurer of all of the
Pioneer Funds from March 2004 to February 2008

Luis I. Presutti (55) Director - Fund Treasury of Amundi Pioneer; and Assistant
Assistant Treasurer Treasurer of all of the Pioneer Funds

Gary Sullivan (62) Senior Manager - Fund Treasury of Amundi Pioneer; and
Assistant Treasurer Assistant Treasurer of all of the Pioneer Funds

Antonio Furtado (38) Fund Oversight Manager - Fund Treasury of Amundi Pioneer;
Assistant Treasurer and Assistant Treasurer of all of the Pioneer Funds

John Malone (49) Managing Director, Chief Compliance Officer of Amundi
Chief Compliance Officer Pioneer Asset Management; Amundi Pioneer Asset Management
USA, Inc.; Amundi Pioneer Institutional Asset Management,
Inc.; and the Pioneer Funds since September 2018; Chief
Compliance Officer of Amundi Pioneer Distributor, Inc.
since January 2014

Kelly K. O'Donnell (49) Vice President, AML/OFAC Compliance- Amundi Pioneer Asset
Anti-Money Laundering Officer Management USA, Inc; Anti-Money Laundering Officer of all
the Pioneer Funds since 2006

Compensation of Trustees and Executive Officers

The following table sets forth certain information with respect to the
compensation of each Trustee of the Fund for the fiscal year ended November 30,
2019. The amounts paid to the Trustees differ due to (i) membership on or
chairing certain committees of the Board and other responsibilities assigned to
specific Trustees, and (ii) attendance at meetings. The Fund does not pay any
salary or other compensation to its executive officers, none of whom are
employees of the Fund. The Fund's executive officers, who are also officers or
employees of Amundi Pioneer or its affiliates, are compensated by Amundi
Pioneer or its affiliates.

Aggregate Pension or Retirement Total Compensation
Compensation Benefits Accrued as from the Fund and
Name of Trustee from Fund Part of Fund Expenses Other Pioneer Funds/1/
--------------- ------------ --------------------- ---------------------

Interested Trustees:
Lisa M. Jones........................... $ 0.00 $0.00 $ 0.00
Kenneth J. Taubes....................... $ 0.00 $0.00 $ 0.00
Independent Trustees:
John E. Baumgardner, Jr./2/............. $ 163.48 $0.00 $ 20,604.00
David R. Bock........................... $2,219.19 $0.00 $282,562.00
Diane P. Durnin/3/...................... $ 0.00 $0.00 $ 61,108.00
Benjamin M. Friedman.................... $2,205.63 $0.00 $288,500.00
Margaret B.W. Graham.................... $2,063.92 $0.00 $215,604.00
Lorraine H. Monchak..................... $2,160.50 $0.00 $279,250.00
Thomas J. Perna......................... $2,581.95 $0.00 $365,500.00
Marguerite A. Piret..................... $2,124.30 $0.00 $271,750.00
Fred J. Ricciardi....................... $2,047.53 $0.00 $256,250.00

/1/ As of the fiscal year ended November 30, 2019, there were 45 U.S.
registered funds in the Pioneer Funds.
/2/ Appointed as a Trustee on September 18, 2019.
/3/ Appointed as a Trustee on January 1, 2020.

-28-

Required Shareholder Vote

The election of a Trustee requires the affirmative vote of a plurality of votes
cast by the shareholders at the Annual Meeting at which a quorum is present in
person or by proxy. This means that the three Trustee nominees receiving the
greatest number of shares voted "FOR" their election will be elected to the
Board. Proxies may not be voted for more than three Trustee nominees.
Shareholders may not cumulate votes for Trustee nominees. The last proxy card
submitted by a shareholder will be counted. For purposes of Proposal 1, a
decision to withhold your vote (or a direction to your broker-dealer to do so)
will be counted towards quorum, but will have no effect on the outcome of the
Trustee election because only votes "FOR" are considered in a plurality voting
requirement. A shareholder cannot abstain in the election of Trustees.

Board Recommendation

For the reasons set forth above, the Board unanimously recommend that
shareholders vote on the WHITE proxy card "FOR ALL" its Trustee nominees.

-29-

PROPOSAL 2
SABA CAPITAL'S PROPOSAL TO TERMINATE THE FUND'S INVESTMENT ADVISORY AGREEMENT

General

As indicated above, on May 4, 2020, Saba Capital submitted the Saba Capital
Shareholder Notice to the Fund disclosing that it intends to bring before the
Annual Meeting the Saba Proposal to Terminate the Investment Advisory Agreement.

Amundi Pioneer, whose executive offices are located at 60 State Street, Boston,
Massachusetts 02109, has served as both investment adviser and administrator to
the Fund since 2004. Amundi Pioneer is an indirect, wholly-owned subsidiary of
Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc. Amundi, one of
the world's largest asset managers, is headquartered in Paris, France. Amundi
is majority owned by Credit Agricole S.A. As of March 31, 2020, Amundi had more
than $1.6 trillion in assets under management worldwide. As of March 31, 2020,
Amundi Pioneer (and its U.S. affiliates) had over $80 billion in assets under
management.

While Saba Capital is seeking shareholder approval at the Annual Meeting to
terminate the Investment Advisory Agreement, Saba Capital has not proposed a
successor investment adviser. As discussed below, if the Saba Proposal to
Terminate the Investment Advisory Agreement was to be approved at the Annual
Meeting, the appointment of a successor investment advisor pursuant to a new
investment advisory agreement, the occurrence of which is uncertain and may not
occur, would require another shareholder vote at a subsequent annual or special
meeting of the Fund's shareholders.

The text of the Saba Proposal to Terminate the Investment Advisory Agreement,
for which the Fund accepts no responsibility, is included below as submitted by
Saba Capital to the Fund on May 4, 2020.

"RESOLVED, that the Advisory Agreement between Pioneer Floating Rate Trust (the
"Fund") and Pioneer Investment Management, Inc. (the "Manager"), dated
December 22, 2004 (the "Advisory Agreement"), and all other advisory and
management agreements between the Fund and the Manager shall be terminated by
the Fund, pursuant to the right of shareholders as embodied in Section 15(a)(3)
of the Investment Company Act of 1940 (the "1940 Act") and as required to be
included in such agreements, such termination to be effective no more than
sixty (60) days following the date hereof."

The Board has carefully reviewed and considered, with the assistance of its
advisers, the Saba Proposal to Terminate the Investment Advisory Agreement and
its potentially harmful implications and, for the reasons discussed below, the
Board has unanimously concluded that such proposal is not in the best interests
of the Fund and its shareholders.

Reasons for the Fund's Shareholders to Vote Against the Saba Proposal to
Terminate the Investment Advisory Agreement

Among other reasons for Fund shareholders to vote against the Saba Proposal to
Terminate the Investment Advisory Agreement are the following:

. Amundi Pioneer's strong performance record in executing the Fund's
investment objective of generating a high level of current income while
preserving capital as a secondary objective to the extent consistent
with the investment objective of high current income, as measured over
various periods of time against peer funds and its benchmark index, the
S&P/LSTA Leveraged Loan Total Return Index.

-30-

. In that regard, the Board reviewed and considered the Fund's
investment performance over numerous time periods compared to both
the Fund's benchmark index, the S&P/LSTA Leveraged Loan Total Return
Index, and its peer group.1 Specifically, through the most recent
calendar quarter ended June 30, 2020, the Fund's market return has
outperformed (i) its peers year-to-date and for the rolling 1, 3, and
5-year periods, and (ii) the S&P/LSTA Leveraged Loan Index for the
rolling 5-year period.

. The Board also reviewed and considered the discount at which the
Fund's shares have traded on the NYSE compared to its net asset
value. Specifically, the Board noted that the Fund's discount to NAV
has generally been in line with its peer group.

. The potentially significant harm that the Fund would suffer if the
Investment Advisory Agreement was terminated.

. Termination of the Investment Advisory Agreement could cause the Fund
to lose access to its portfolio management personnel.

. Termination of the Investment Advisory Agreement could adversely
impact the attractiveness of the Fund to prospective investors.

. Termination of the Investment Advisory Agreement could cause the Fund
to lose the confidence of its shareholders (particularly those who
made a choice to invest in a fund managed by Amundi Pioneer) who then
liquidate their shares placing downward pressure on the Fund's
trading price, thus actually widening the gap between the Fund's per
share trading price and NAV.

. Termination of the Investment Advisory Agreement could make it more
difficult to source attractive investments consistent with the Fund's
investment objective, as the Fund would no longer have Amundi
Pioneer's access to the "Street" based on the overall scale and
resources of Amundi Pioneer and Amundi.

. That termination of the Investment Advisory Agreement would create a
period of substantial uncertainty for the Fund.

. Approval of the Saba Proposal to Terminate the Investment Advisory
Agreement would trigger the 60 day advance notice provision for
termination of the Fund's investment advisory agreement with Amundi
Pioneer. The SEC's rules allow for the Fund, subject to Board
approval and without shareholder approval, to enter into an "interim
contract" with an investment adviser for up to 150 days following the
termination of the Fund's agreement with an investment adviser,
including Amundi Pioneer, at a rate not greater than under the
recently terminated agreement.

. During this period, the Board would consider options available to the
Fund. One option would be for the Board to evaluate other investment
advisers to submit for shareholder approval.

. The Board may also consider internalizing the portfolio management
function by hiring qualified personnel to oversee the day to day
management of the Fund's portfolio. While a relatively small number
of U.S. closed-end funds have been internally managed for years, and
implementation of this alternative would not require a shareholder
vote, it is an atypical model of closed-end fund management.

. During the period that the Fund is without a shareholder approved
investment adviser, the market uncertainty associated with the Fund's
portfolio management could adversely affect the performance of the
Fund.

. That termination of the Investment Advisory Agreement would be an event
of default under the Fund's credit agreement, which is how the Fund
employs leverage.
--------
/1/ Peer group: TLI, FCT, DSU, EFF, FRA, BGT, PPR, EFT, EFR, EVF, AFT, VVR,
JFR, JRO, NSL, FSLF, JQC, VTA, BGB, BGX, JSD, BSL, HFRO.

-31-

. If such event of default is not waived, the lender would be able to
terminate the Fund's credit agreement and immediately declare all
loans thereunder then outstanding to be due and payable, together
with accrued and unpaid interest thereon.

. As potential consequences of such an event of default, the Fund could
(i) lose the benefit of leverage resulting in a lower current yield,
(ii) incur transaction costs associated with the substantial sale of
portfolio holdings made necessary by paying back all outstanding
loans, and (iii) be forced to sell such portfolio holdings on "fire
sale" terms. The loan market would likely become aware of the Fund's
abrupt deleveraging, which would likely impact the Fund's ability to
acquire loans at favorable prices. If yields were to decline as a
result of the loss of leverage, the Fund's trading price would likely
decline, and the gap between the Fund's per share trading price and
its NAV would likely widen.

. If the Saba Proposal to Terminate the Investment Advisory Agreement
was to be approved at the Annual Meeting, the appointment of a
successor investment adviser pursuant to a new investment advisory
agreement (the occurrence of which is uncertain and may not occur)
would require the approval of (i) the Board (including a majority of
the Independent Trustees), and (ii) a majority of the Fund's
outstanding voting securities (as defined in Section 2(a)(42) of the
1940 Act).

. That obtaining shareholder approval of a new investment advisory
agreement may be challenging and would require the Fund to incur
substantial cost in connection with calling and hosting a special
shareholders' meeting, printing, filing and mailing proxy materials
and solicitation of shareholder votes.

. The uncertain quality of the successor investment adviser and the
interruption caused by the transition would present substantial risk
to the Fund in terms of disrupting its investment activities and
leaving it without adequate expertise, which, in turn, could detract,
for a sustained period, from the Fund's appeal to investors, thus
leading to a gap between the Fund's per share trading price and its
NAV.

. The successor investment adviser would need to have deep expertise in
managing an investment portfolio comprised of various types of bank
loans and high-yield debt, as well as expertise in managing the
complexities of an SEC-registered, NYSE-listed closed-end fund. The
successor investment adviser would also need to have expertise in
managing leverage, which is an intrinsic part of the Fund's strategy,
enabling the Fund to provide high levels of income.

. That Saba Capital has proposed the termination of the Investment
Advisory Agreement without proposing, at the same time, a replacement
investment adviser such that termination of the Investment Advisory
Agreement could leave the Fund "orphaned" without an investment adviser
or access to its portfolio management personnel.

. The Board believes that Saba Capital's proposal to terminate the
Investment Advisory Agreement without proposing, at the same time, a
replacement investment adviser, is highly irresponsible and
demonstrates a blatant disregard for the potential consequences of
such a termination.

. Saba Capital concedes in the Saba Proposal to Terminate the
Investment Advisory Agreement the risk that the Fund's failure to
identify a new investment adviser and/or approve a new investment
advisory agreement could potentially result in the Fund becoming
internally managed.

. That, like most closed-end funds, the Fund has no employees of its
own and that the Fund's portfolio managers are employees of Amundi
Pioneer.

-32-

. That, if the Investment Advisory Agreement was terminated, the Fund
would have no day-to-day management for potentially an extended
period of time.

. That, if the Investment Advisory Agreement was to be terminated and
was left "orphaned" without an investment adviser, the Board would
need to conduct a time consuming and expensive search for individual
portfolio managers who would be willing to work outside an advisory
firm and then negotiate individual employment contracts with them and
put in place the infrastructure needed to pay and manage employees.

. Seven of the nine Trustees are Independent Trustees. The Independent
Trustees have no interest in perpetuating an investment adviser that
is not suitable for the Fund. They have always acted and will
continue to act in the best interests of the Fund and its
shareholders.

. The results of the Board's most recent annual review of the Fund's
relationship with Amundi Pioneer to determine whether to renew the
Investment Advisory Agreement where the Board, including the
Independent Trustees, at a meeting held on September 17, 2019,
unanimously concluded that the Investment Advisory Agreement should
be renewed for another year.

. While the Board is currently in the process of performing its annual
review of the Fund's relationship with Amundi Pioneer, to date,
nothing has come to the attention of the Board that would warrant not
renewing the Investment Advisory Agreement.

. That the Fund relies significantly on Amundi Pioneer to provide not only
investment advisory services, but also critical administrative services.

. Amundi Pioneer provides the Fund with administrative services that
are critical for its operation including, but not limited to,
accounting, regulatory and legal compliance, shareholder servicing,
and support and oversight of the Fund's other service providers, such
as its custodian and transfer agent.

. Termination of the Investment Advisory Agreement would also likely
lead to the loss of the necessary administrative functions that
Amundi Pioneer and its personnel provide to the Fund.

. If Amundi Pioneer was no longer providing administrative services,
the Fund would need to determine how certain functions that are
critical to its operations would be provided, including, but not
limited to: (i) oversight of daily accounting and valuation;
(ii) preparing disclosure documents and other regulatory filings,
such as periodic shareholder reports; (iii) preparing periodic
filings with the SEC, the NYSE, and other regulators; (iv) organizing
Board and committee meetings and preparing the materials for such
Board and committee meetings; and (v) providing regulatory and legal
compliance support.

. The nature, extent, and quality of the services that have been provided
by Amundi Pioneer to the Fund, taking into account (i) the investment
objective and strategy of the Fund, (ii) Amundi Pioneer's investment
approach for the Fund and its research process, (iii) the resources of
Amundi Pioneer, (iv) the personnel of Amundi Pioneer who provide
investment management services to the Fund, (v) the non-investment
resources and personnel of Amundi Pioneer that are involved in Amundi
Pioneer's services to the Fund, including Amundi Pioneer's compliance,
risk management, and legal resources and personnel, and (vi) the
substantial attention and high priority given by Amundi Pioneer's senior
management to the Fund.

. The Board's belief that the Fund currently receives high quality
services from Amundi Pioneer.

-33-

. The Board's belief that the nature, extent, and quality of the
services that have been provided by Amundi Pioneer to the Fund have
been consistent with the terms of the Investment Advisory Agreement.

. That, to date, other than what is contained in the self-serving
supporting statement for the Saba Proposal to Terminate the
Investment Advisory Agreement Proposal's, the Board is not aware of
any issues or concerns relating to the nature, extent, and quality of
the services that have been provided by Amundi Pioneer to the Fund or
Amundi Pioneer's ability to continue to provide such services to the
Fund.

. The reputation and financial resources of Amundi Pioneer and its parent,
Amundi.

. That Amundi Pioneer is the principal U.S. asset management business
of Amundi, which is one of the largest asset managers globally.

. That Amundi's worldwide asset management business manages over $1.6
trillion in assets (including the Pioneer Funds).

. That Amundi's global footprint in 37 countries provides Amundi
Pioneer and the Fund with access to investment opportunities across a
broad array of geographies.

. That Amundi Pioneer has access to additional research and portfolio
management capabilities as a result of being part of Amundi.

. That Amundi's enhanced global presence may contribute to an increase
in the resources available to Amundi Pioneer.

. Amundi Pioneer's strong culture of promoting ethical conduct, legal and
regulatory compliance and fiduciary responsibility, including the "tone
at the top," as well as Amundi Pioneer's record of dealing fairly and
equitably with the Fund, including, but not limited to, making the Fund
whole for an investment loss that resulted from an error caused by a
prior sub-adviser.

Required Shareholder Vote

The approval of the Saba Proposal to Terminate the Investment Advisory
Agreement requires the affirmative vote of a majority of the outstanding voting
securities of the Fund, which is defined in Section 2(a)(42) of the 1940 Act as
the lesser of: (i) 67% or more of the shares of the Fund present at the Annual
Meeting, if more than 50% of the outstanding shares are represented at the
Annual Meeting; or (ii) more than 50% of the outstanding shares of the Fund
entitled to vote at the Annual Meeting. Shares of the Fund represented by
proxies that reflect abstentions and the withholding of authority to vote will
be counted towards a quorum, but will have the same effect as a vote against
the Saba Proposal to Terminate the Investment Advisory Agreement.

Board Recommendation

For the reasons set forth above, the Board unanimously recommend that
shareholders vote on the WHITE proxy card "AGAINST" the Saba Proposal to
Terminate the Investment Advisory Agreement.

-34-

FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board, with the approval and recommendation of the Audit Committee, has
selected Ernst & Young LLP to serve as the independent registered public
accounting firm for the Fund's current fiscal year.

Audit Fees

The following are aggregate fees billed for professional services rendered by
Ernst & Young LLP for the two most recently completed fiscal years for its
audit of the Fund's annual financial statements and fees related to services
that are normally provided by Ernst & Young LLP in connection with statutory
and regulatory filings for the two most recent fiscal years. All of these
services were pre-approved by the Audit Committee of the Fund pursuant to
Regulation S-X.

For the fiscal year For the fiscal year
ended 11/30/2019 ended 11/30/2018
------------------------ ------------------------

$55,000.00 $55,000.00

Audit-related Fees

The following are aggregate audit-related fees billed by Ernst & Young LLP to
the Fund for the two most recent fiscal years. All of these services were
pre-approved by the Audit Committee of the Fund pursuant to Regulation S-X.

For the fiscal year For the fiscal year
ended 11/30/2019 ended 11/30/2018
------------------------ ------------------------
$0.00 $0.00

Tax Fees

The following are aggregate fees billed for professional services, primarily
for tax returns, rendered by Ernst & Young LLP for tax compliance, tax advice
and tax planning to the Fund for the two most recent fiscal years. All of these
services were pre-approved by the Audit Committee of the Fund pursuant to
Regulation S-X.

For the fiscal year For the fiscal year
ended 11/30/2019 ended 11/30/2018
------------------------ ------------------------
$10,115.00 $10,115.00

All Other Fees

There were no fees billed for other services rendered by Ernst & Young LLP to
the Fund.

Affiliates' Fees for Non-Audit Services Required to be Pre-Approved

The Fund's Audit Committee is required to pre-approve services to affiliates as
defined by SEC rules to the extent that the services relate directly to the
operations or financial reporting of the Fund. Affiliates include the Fund's
investment adviser and any entity controlling, controlled by, or under common
control with Amundi Pioneer that provides ongoing services to the Fund
(hereinafter referred to as "affiliates" of the Fund). For the fiscal years
ended November 30, 2019 and 2018, for the Fund, there were no services provided
to an affiliate that required the Fund's Audit Committee pre-approval.

General Audit Committee Approval Policy

.. For all projects, each of the officers of the Fund and the Fund's
independent registered public accounting firm will make an assessment to
determine that any proposed projects will not impair independence.

.. Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy will be applied. Any services outside the specific
pre-approved service subcategories set forth above must specifically be
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
independent registered public accounting firm as set forth in the above
policy.

The charter of the Audit Committee requires that the Audit Committee shall
approve (a) all audit and non-audit services to be provided to the Fund and
(b) all non-audit services to be provided by the Fund's independent

-35-

public accounting firm to Amundi Pioneer and any entity controlling, controlled
by or under common control with the investment adviser that provides ongoing
services to the Fund ("Covered Service Providers") if the engagement relates
directly to the operations and financial reporting of the Fund. The Audit
Committee may delegate, to the extent permitted by law, pre-approval
responsibilities to one or more members of the Audit Committee who shall report
to the full Audit Committee.

The Audit Committee may not approve non-audit services that the Audit Committee
believes may impair the independence of the independent registered public
accounting firm. Permissible non-audit services include any professional
services (including tax services) that are not prohibited services as described
below provided to the Fund by the independent registered public accounting
firm, other than those provided to the Fund in connection with an audit or a
review of the financial statements of the Fund. Permissible non-audit services
may not include (a) bookkeeping or other services related to the accounting
records or financial statements of the Fund; (b) financial information systems
design and implementation; (c) appraisal or valuation services, fairness
opinions or contribution-in-kind reports; (d) actuarial services; (e) internal
audit outsourcing services; (f) management functions or human resources;
(g) broker or dealer, investment adviser or investment banking services;
(h) legal services and expert services unrelated to the audit; and (i) any
other service the Public Company Accounting Oversight Board determines, by
regulation, is impermissible.

Pre-approval by the Audit Committee of any permissible non-audit services is
not required so long as: (a) the aggregate amount of all such permissible
non-audit services provided to the Fund, Amundi Pioneer and any Covered Service
Provider constitutes not more than 5% of the total amount of revenues paid to
the independent registered public accounting firm during the fiscal year in
which the permissible non-audit services are provided to (i) the Fund,
(ii) Amundi Pioneer and (iii) any Covered Service Provider during the fiscal
year in which services are provided that would not have to be approved by the
Audit Committee; (b) the permissible non-audit services were not recognized by
the Fund at the time of the engagement to be non-audit services; and (c) such
services are promptly brought to the attention of the Audit Committee and
approved by the Audit Committee (or its delegate(s)) prior to completion of the
audit.

Aggregate Non-Audit Fees

The aggregate non-audit fees billed by Ernst & Young LLP for services rendered
to the Fund and its affiliates, as previously defined, were as follows.

For the fiscal year For the fiscal year
ended 11/30/2019 ended 11/30/2018
------------------------ ------------------------
$0.00 $0.00

The Audit Committee of the Board of the Fund has considered whether the
provision of services, other than audit services, by Ernst & Young LLP to the
Fund and its affiliates is compatible with maintaining Ernst & Young LLP's
independence in performing audit services.

Representatives of Ernst & Young LLP will be available at the shareholder
meeting, will have the opportunity to make a statement should they desire to do
so, and will be available to answer questions.

-36-

OWNERSHIP OF SHARES OF THE FUND

To the best of the Fund's knowledge, as of the Record Date, June 23, 2020, the
following persons beneficially own more than 5% of the Fund's outstanding
Common Shares:

Name and Address of Beneficial Owner Share Class Number of Shares % of Class
------------------------------------ ------------- ---------------- ----------

Saba Capital Management, L.P.
405 Lexington Avenue, 58th Floor
New York, NY 10174 Common Shares 6,124,520 24.8% (1)
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, IL 60187 Common Shares 3,923,602 15.86% (2)
Relative Value Partners Group, LLC
1033 Skokie Blvd, Suite 470
Northbrook, IL 60062 Common Shares 1,355,537 5.47% (3)

(1) Based on a Form 4 filed by Saba Capital Management, L.P. and Mr. Boaz R.
Weinstein on June 22, 2020.
(2) Based on a Form 13G filed by First Trust Portfolios L.P., First Trust
Advisors L.P. and The Charger Corporation on February 10, 2020.
(3) Based on a Form 13G filed by Relative Value Partners Group, LLC on
February 13, 2020.

OTHER MATTERS

Except as disclosed in this Proxy Statement, the Board knows of no other
matters to be presented for shareholder action at the Annual Meeting. However,
if other matters do properly come before the Annual Meeting or any adjournments
or postponements thereof, the Board intends that the persons named as proxy
holders on the Board's WHITE proxy card will vote upon such matters in their
discretion and in accordance with their best judgment, subject to compliance
with Rule 14a-4(c) of the Exchange Act.

BY ORDER OF THE BOARD OF
TRUSTEES

/s/ Christopher J. Kelley
--------------------------
Christopher J. Kelley
Chief Legal Officer and
Secretary

-37-

IMPORTANT!
PLEASE SIGN, DATE, AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY!

WE URGE YOU NOT TO SIGN ANY PROXY CARD OR
VOTING INSTRUCTION FORM SENT TO YOU BY SABA CAPITAL
OR ANY PERSON OTHER THAN THE FUND

Remember, you can vote your shares by telephone or via the Internet. Please
follow the
easy instructions on the enclosed WHITE proxy card.

If you have any questions or need assistance in voting
your shares, please contact our proxy solicitor:

LOGO
Okapi Partners LLC
1212 Avenue of the Americas, 24/th/ Floor
New York, New York 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (877) 566-1922
Email: info@okapipartners.com

APPENDIX A

SUPPLEMENTAL INFORMATION CONCERNING PARTICIPANTS

Set forth below (or cross-referenced to the section of the Proxy Statement
where the information can be found) are (i) the name, present principal
occupation, and business address of each of the Nominees, each of whom is a
Trustee, (ii) the name, present principal occupation, and business address of
each of the Trustees, and (iii) the name, present principal occupation, and
business address of certain individuals who, under SEC rules, are considered to
be "participants" in the Fund's solicitation of proxies from its shareholders
in connection with the Annual Meeting (collectively, the "Participants").

Trustees and Nominees

Each of the Board's nominees are currently Trustees of the Fund. The names and
principal occupations of the Trustees are included in the Proxy Statement under
the section titled "Proposal No. 1 Election of Trustees--Information Regarding
Nominees and Trustees." The business address for each of the Fund's Trustees
is: c/o Pioneer Floating Rate Trust, 60 State Street, Boston, MA 02109.

Other Participants

The names and principal occupations of the other individuals who may be
considered "Participants" if any such persons solicit proxies are set forth
below. The business address for each such person is: c/o Pioneer Floating Rate
Trust, 60 State Street, Boston, MA 02109..

Name Principal Occupation
---- -----------------------------------------------------------

Lisa M. Jones Director, CEO and President at Amundi Pioneer Asset
President and Chief Management USA, Inc. (since September 2014); Director, CEO
Executive Officer and President at Amundi Pioneer Asset Management, Inc.
of the Fund (since September 2014); Director, CEO and President at
Amundi Pioneer Distributor, Inc. (since September 2014);
Director, CEO and President at Amundi Pioneer Institutional
Asset Management, Inc. (since September 2014); Director of
Amundi USA, Inc. (since 2017)

Kenneth J. Taubes Director and Executive Vice President (since 2008) and
Trustee and Chief Investment Officer, U.S. (since 2010) at Amundi
Nominee of the Pioneer Asset Management USA, Inc.; Director and Executive
Fund Vice President and Chief Investment Officer, U.S. at Amundi
Pioneer (since 2008); Executive Vice President and Chief
Investment Officer, U.S. at Amundi Pioneer Institutional
Asset Management, Inc. (since 2009); Portfolio Manager at
Amundi Pioneer (since 1999); Director of Amundi USA, Inc.
(since 2017)

Christine Todd Senior Managing Director and Head of Fixed Income, U.S.
(since 2019) at Amundi Pioneer Asset Management USA, Inc.

Jonathan D. Senior Vice President and Portfolio Manager (since 2006) at
Sharkey Amundi Pioneer Asset Management USA, Inc.
Fund Portfolio
Manager

Information Regarding Ownership of Company Securities by Participants

As of July 17, 2020, none of the Participants beneficially own any debt or
equity security issued by the Fund and none of the Participants own any debt or
equity security issued by the Fund of record that he or she does not also own
beneficially.

Transactions in the Fund's Securities by Participants

Between July 17, 2018 and July 17, 2020, none of the Participants engaged in
any purchases or sales of the Fund's securities.

Miscellaneous Information Regarding Participants

Except as described in the Proxy Statement or this Appendix A, to the Fund's
knowledge: none of the Participants (i) beneficially owns (within the meaning
of Rule 13d-3 under the Exchange Act), directly or indirectly, any shares or
other securities of the Fund or any of the Fund's subsidiaries, (ii) has
purchased or sold any of such securities within the past two years, or
(iii) is, or within the past year was, a party to any contract, arrangement or
understanding with any person with respect to any such securities. Except as
disclosed in this Appendix A or the Proxy Statement, no associates of a
"participant" beneficially owns, directly or indirectly, any of our securities.
Other than as disclosed in this Appendix A or the Proxy Statement, neither the
Fund nor any of the "participants" have a substantial interest, direct or
indirect, by security holdings or otherwise, in any matter to be acted upon at
the Annual Meeting. In addition, neither the Fund nor any of the Participants
has been within the past year party to any contract, arrangement or
understanding with any person with respect to any of our securities, including,
but not limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies. During the past ten years, no
participant has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

Other than as set forth in this Appendix A or this Proxy Statement, none of the
Participants or any of their associates have (i) any arrangements or
understandings with any person with respect to any future employment by the
Fund or the Fund's affiliates or with respect to any future transactions to
which the Fund or any of its affiliates will or may be a party or (ii) a direct
or indirect material interest in any transaction or series of similar
transactions since the beginning of the Fund's last fiscal year or any
currently proposed transactions, to which the Fund or any of its subsidiaries
was or is to be a party in which the amount involved exceeded $120,000.

PRELIMINARY PROXY CARD,
SUBJECT TO COMPLETION DATED JULY 17, 2020

PIONEER FLOATING RATE TRUST

SIGN, DATE, AND VOTE ON THE REVERSE SIDE

LOGO

GIVEN THAT AN ACTIVIST INVESTOR IS 1. MAIL your signed and voted proxy
PLANNING A PROXY CONTEST AT THE back in the postage paid envelope
ANNUAL MEETING TO ADVANCE ITS provided.
SELF-INTERESTED AND IRRESPONSIBLE 2. ONLINE at
AGENDA, YOUR VOTE IS IMPORTANT NO WWW.OKAPIVOTE.COM/PHD2020 using
MATTER HOW MANY SHARES YOU OWN. your control number found below.
PLEASE TAKE THE TIME TO READ PIONEER 3. LIVE with a live operator when you
FLOATING RATE TRUST'S PROXY call toll-free (877) 566-1922
STATEMENT. WHETHER OR NOT YOU EXPECT Monday through Friday 9 a.m. to 10
TO ATTEND THE ANNUAL MEETING, AND IN p.m. Eastern time.
ORDER TO FACILITATE TIMELY RECEIPT OF
YOUR PROXY GIVEN THE POTENTIAL IMPACT CONTROL NUMBER [___________]
OF COVID-19, PLEASE SIGN, DATE, AND
RETURN YOUR PROXY TODAY.

PROXY IN CONNECTION WITH
THE ANNUAL MEETING OF SHAREHOLDERS

PIONEER FLOATING RATE TRUST

SCHEDULED TO BE HELD ON [ ], 2020

THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER FLOATING RATE
TRUST. By signing, dating, and returning this proxy card, the undersigned
holder(s) of common shares of beneficial interest appoints Lisa M. Jones,
Christopher J. Kelley, and Thomas Reyes, or any of them, as proxies, each with
the full power to appoint his or her substitute, and hereby authorize them, or
any of them, to represent and to vote, and otherwise act on behalf of the
undersigned with all powers that the undersigned would possess if personally
present thereat, with respect to, all common shares of beneficial interest of
Pioneer Floating Rate Trust, a Delaware statutory trust (the "Fund"), that the
undersigned is entitled to vote at the 2020 Annual Meeting of Shareholders (the
"Annual Meeting") scheduled to be held at the offices of Morgan, Lewis &
Bockius LLP, One Federal Street, Boston, Massachusetts 02110 on [.] [.], 2020
at [.] Eastern Time, and any adjournment, postponement, continuation, or
rescheduling thereof. The undersigned hereby revokes any other proxy heretofore
executed by the undersigned for the Annual Meeting, including any proxy
previously given by telephone or internet, ratifies and confirms all action the
herein named attorneys and proxies, their substitutes, or any of them may
lawfully take by virtue hereof, and acknowledges receipt of the Fund's Notice
of the Annual Meeting and Proxy Statement dated [.], 2020. This proxy will be
valid until the sooner of one year from the date indicated on the reverse side
and the completion of the Annual Meeting (including any adjournment,
postponement, continuation, or rescheduling thereof). If the Fund decides to
hold the Annual Meeting at a different time, in a different location, or
partially or entirely by means of remote communication (i.e., a virtual
meeting), an announcement of any such updates will be provided by means of a
press release, which will be posted on our website: amundipioneer.com/us. We
encourage you to check the website prior to the meeting if you plan to attend.
An announcement of any change will also be filed with the Securities and
Exchange Commission via its EDGAR system.

The proxy holder(s) is (are) authorized to act, in accordance with his or her
(their) discretion, upon all matters incident to the conduct of the Annual
Meeting and upon other matters that properly come before the Annual Meeting,
subject to compliance with Rule 14a-4(c) of the Securities Exchange Act

of 1934, as amended. Subject to the conditions set forth in the Proxy
Statement, if any nominee named on the reverse side declines or is unable to
serve as a Trustee, the persons named as proxies shall have the authority to
vote for any other person who may be nominated at the instruction and
discretion of the Board of Trustees or an authorized committee thereof.

This proxy, when properly executed, will be voted in the manner directed
herein. Unless a contrary direction is given, the shares represented by this
proxy will be voted "FOR" all Trustee nominees listed in Proposal 1 and
"AGAINST" Proposal 2. None of the matters currently intended to be acted upon
pursuant to this proxy are conditioned on the approval of any other matter.

Please refer to the Proxy Statement for a discussion of the Proposals.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED
PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.

Do you have questions? If you have any questions about how to vote your proxy
or about the Meeting in general, please call toll-free (877) 566-1922.
Representatives are available to assist you Monday through Friday 9 a.m. to 10
p.m. Eastern Time.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON [ ], 2020. The Fund's Notice of
Annual Shareholders' Meeting, Proxy Statement and form of Proxy are also
available at WWW.OKAPIVOTE.COM/PHD.

PIONEER FLOATING RATE TRUST

YOUR SIGNATURE IS REQUIRED FOR YOUR
VOTE TO BE COUNTED
Please sign exactly as your name(s) ____________________________________________
appears on the proxy card. Joint owners SIGNATURE (AND TITLE IF APPLICABLE) DATE
should each sign personally. Trustees
and other fiduciaries should indicate ____________________________________________
the capacity in which they sign and SIGNATURE (IF HELD JOINTLY) DATE
where more than one appears, a majority
must sign. If a corporation, the
signature should be that of an
authorized officer who should state his
or her title.

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: .

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR THE FOLLOWING:

WITHHOLD
- FOR ALL ALL FOR ALL EXCEPT

1.Proposal: Election of Three Class II Trustees
1) Diane P. Durnin o o o
2) Benjamin M. Friedman
3) Kenneth J. Taubes

To withhold authority for any individual nominee, mark the "For All Except"
box above and write the name of the nominee(s) from which you wish to
withhold your vote on the line below.

___________________ (withhold) _________________ (withhold)

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THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE FOLLOWING:

FOR AGAINST ABSTAIN

2. Proposal from Saba Capital Master Fund, Ltd.:
If properly presented in accordance with the Fund's Amended and Restated Bylaws, o o o
termination of the Investment Advisory Agreement by and between Pioneer Floating
Rate Trust and Amundi Pioneer Asset Management, Inc.

I plan to attend the Annual Meeting YES [_] NO [_]

You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions.

PLEASE VOTE ALL WHITE PROXY CARDS IF YOU RECEIVED MORE THAN ONE
PROXY CARD DUE TO MULTIPLE INVESTMENTS IN THE TRUST.
REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.