Amendment No. 1 to Form 8-A
Pioneer Floating Rate Fund, Inc., a Maryland corporation (the “Registrant”), hereby amends and adopts the Form
8-A filed by Pioneer Floating Rate Trust, a Delaware statutory trust (the “Predecessor Registrant”), as filed on November 12, 2004, by:
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a.
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Changing the name of the Registrant from “Pioneer Floating Rate Trust” to “Pioneer Floating Rate
Fund, Inc.;” and
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b.
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Replacing in its entirety Item 1 with the following Item 1:
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Item 1.
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Description of Registrant’s Securities to be Registered
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The shares (the “Shares”) to be registered hereunder are common shares of beneficial interest, $0.001 par value per Share, of the Registrant.
In connection with a reorganization transaction on April 21, 2021 between the Predecessor Registrant and the Registrant (the “Reorganization”)
the Predecessor Registrant has merged with and into the Registrant, the Predecessor Registrant has ceased to exist and the Registrant has become the surviving entity. Upon effectiveness of such merger, (i) the Registrant became the successor in
interest to the Predecessor Registrant, (ii) each outstanding share of common stock of the Predecessor Registrant automatically converted into one share of common stock of the Registrant, and (iii) the shareholders of the Predecessor
Registrant became stockholders of the Registrant. The rights of stockholders of the Registrant are governed by the Maryland General Corporation Law and the Articles of Incorporation and Bylaws of the Registrant. The governing documents of the
Predecessor Registrant and the Registrant, and the rights of shareholders thereunder, are substantially similar except that, in connection with the Reorganization, the Board of Directors of the Registrant has unanimously adopted bylaws to cause the
Registrant to be subject to the Maryland Control Share Acquisition Act (the “MCSAA”). Delaware law, and the Predecessor Registrant’s governing documents, do not contain a comparable provision.
The MCSAA protects the interests of all stockholders of a Maryland corporation by providing that any holder of “control shares” acquired in a
“control share acquisition” may not exercise voting rights with respect to the “control shares,” except to the extent approved by a vote of two-thirds of all the votes entitled to be cast
on the matter, excluding votes otherwise entitled to be cast by the “acquiring person” (i.e., the holder or group of holders acting in concert that acquires, or proposes to acquire, “control shares”) and any officer or
employee-director of such Maryland corporation. Generally, “control shares” are shares that, when aggregated with shares already owned by an acquiring person or as to which an acquiring person is able to exercise or direct the exercise of
voting power, would entitle the acquiring person to exercise one-tenth or more but less than one-third, one-third or more but
less than a majority, or a majority or more of the total voting power of shares entitled to vote in the election of directors. Voting rights generally must be approved each time an acquiring person crosses one of the relevant voting power
thresholds. Thus, application of the MCSAA does not eliminate voting rights for shares of common stock of the Registrant acquired in a “control share acquisition,” but rather, entrusts the fund’s other
“non-interested” stockholders with determining whether to approve the authorization of the voting rights for the acquiring person. The application of the MSCAA to the Registrant is subject to any
limitations under the Investment Company Act of 1940.
The Reorganization had no direct economic effect on the investments of the Predecessor
Registrant’s shareholders. The service providers to the Predecessor Registrant continue to provide the same services to the Registrant. The investment adviser, administrator, custodian, transfer agent, and auditor of the Predecessor Registrant
perform the same services for the Registrant and are governed by the same arrangements. The individuals serving as Trustees and officers of the Predecessor Registrant serve as Directors and officers of the Registrant, and the Registrant retains the
same independent registered public accounting firm as the Predecessor Registrant. The portfolio characteristics, investment objectives, policies and risks of the Registrant are the same as those of the Predecessor Registrant. Finally, the
Registrant’s capital structure is substantially the same as the capital structure of the Predecessor Registrant.