DEFC14A: Saba Capital Urges Pioneer Floating Rate Fund Shareholders to Vote Against Proposed Victory Capital Advisory Agreement

Saba Capital is soliciting proxies from Pioneer Floating Rate Fund shareholders to vote against the proposed new investment advisory agreement with Victory Capital Management, advocating for shareholders to have the option to exit the fund at net asset value (NAV).

Summary

• Saba Capital Management is seeking shareholder support to vote against the proposed new investment advisory agreement between Pioneer Floating Rate Fund and Victory Capital Management.
• Amundi, the parent company of the Fund's current advisor, has agreed to combine with Victory Capital, necessitating shareholder approval of the new agreement.
• Saba opposes the agreement because it believes shareholders should have the option to exit the Fund at NAV, which the Fund currently does not offer.
• The special meeting of shareholders is scheduled for March 26, 2025.
• Saba is asking shareholders to vote AGAINST the proposal on the GOLD proxy card.
• As of February 4, 2025, Saba beneficially owns 1,000 shares of the Fund, out of 12,374,933 shares outstanding.
• Approval of the new advisory agreement requires the affirmative vote of a majority of the outstanding voting securities of the Fund.

Sentiment

Score: 6

Explanation: The document presents a contested proxy solicitation, indicating disagreement between Saba Capital and the Fund's management. The sentiment is neutral, focusing on the facts of the situation and Saba's position.

Positives

• Saba is advocating for shareholder rights, specifically the option to exit the Fund at NAV.

Negatives

• The Fund currently does not provide shareholders with the option to exit at NAV.

Risks

• If the new investment advisory agreement is approved, shareholders may not have the opportunity to exit the Fund at NAV.
• There is a risk that other matters may be brought before the Special Meeting that are not currently known.

Future Outlook

The outcome of the shareholder vote on the new investment advisory agreement will determine the future management and potential exit options for shareholders of the Pioneer Floating Rate Fund.

Management Comments

• Saba believes shareholders of the Fund should be given the opportunity to exit the Fund at NAV.
• Saba urges all shareholders who want the option to exit the Fund at NAV to express this desire by voting to oppose the New Investment Advisory Agreement.

Industry Context

This proxy fight reflects a broader trend of activist investors seeking to influence the management and direction of closed-end funds to unlock shareholder value.

Comparison to Industry Standards

• Activist investors like Saba Capital often target closed-end funds trading at a discount to their NAV, advocating for measures such as tender offers, liquidations, or open-ending to narrow the discount.
• Other examples of activist campaigns in the closed-end fund space include efforts by Bulldog Investors and Karpus Management.

Stakeholder Impact

• Shareholders may be impacted by the outcome of the vote, particularly regarding their ability to exit the Fund at NAV.
• The Fund's investment advisor will be impacted by the vote, as it determines whether Victory Capital will take over management.

Next Steps

• Shareholders need to vote on the GOLD proxy card before the Special Meeting on March 26, 2025.
• Saba will continue to solicit proxies from shareholders.

Key Dates

Keywords

proxy solicitation, Saba Capital, Pioneer Floating Rate Fund, Victory Capital, investment advisory agreement, net asset value, shareholder rights, closed-end fund