497
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ils030519pro497.txt
DEFINITIVE FILING
File Number: 333-225814
Filed Pursuant to Rule 497(c)
of the Securities Act of 1933
PIONEER ILS INTERVAL FUND
(200,100,000 shares)
Prospectus
March 1, 2019
Pioneer ILS Interval Fund is a non-diversified, closed-end management
investment company.
INVESTMENT OBJECTIVE. The fund's investment objective is total return. There
can be no assurance that the fund will achieve its investment objective.
PRINCIPAL INVESTMENT STRATEGIES. The fund invests primarily in insurance-linked
securities ("ILS"). ILS may include event-linked bonds (also known as
insurance-linked bonds or catastrophe bonds), quota share instruments (also
known as "reinsurance sidecars"), collateralized reinsurance investments,
industry loss warranties, event-linked swaps, securities of companies in the
insurance or reinsurance industries, and other insurance- and
reinsurance-related securities.
Because ILS are typically rated below investment grade or unrated, a
substantial portion of the fund's assets ordinarily will consist of below
investment grade (high yield) debt securities. Investment in securities of
below investment grade quality, commonly referred to as "junk bonds," involves
substantial risk of loss.
INVESTMENT ADVISER. Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer" or
the "Adviser") is the fund's investment adviser. 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. As of December 31, 2018, Amundi had more than $1.6 trillion
in assets under management worldwide. As of December 31, 2018, Amundi Pioneer
(and its U.S. affiliates) had over $80 billion in assets under management.
INTERVAL FUND. The fund is operated as an interval fund. Pursuant to the fund's
interval fund structure, the fund will conduct quarterly repurchase offers of
no less than 5% and no more than 25% of the fund's outstanding shares at net
asset value ("NAV"). Typically, the fund will seek to conduct such quarterly
repurchase offers for 10% of the fund's outstanding shares at NAV. Even though
the fund will make quarterly repurchase offers, investors should consider the
fund's shares illiquid. Repurchase offers in excess of 5% are made solely at
the discretion of the fund's Board of Trustees and investors should not rely on
any expectation of repurchase offers in excess of 5%. It is also possible that
a repurchase offer may be oversubscribed, with the result that shareholders may
only be able to have a portion of their shares repurchased.
The fund's shares are sold at a price equal to their NAV per share and are not
subject to any sales charge as of the date of this registration statement. See
"Summary of fund expenses" and "Purchase of shares."
THE FUND'S SHARES ARE NOT LISTED AND THE FUND DOES NOT CURRENTLY INTEND TO LIST
ITS SHARES FOR TRADING ON ANY NATIONAL SECURITIES EXCHANGE. THERE IS NOT
EXPECTED TO BE ANY SECONDARY MARKET FOR THE FUND'S SHARES. THE SHARES ARE,
THEREFORE, NOT READILY MARKETABLE. EVEN IF SUCH A MARKET WERE TO DEVELOP,
SHARES OF CLOSED-END FUNDS FREQUENTLY TRADE AT PRICES LOWER THAN THEIR NET
ASSET VALUE. EVEN THOUGH THE FUND WILL MAKE PERIODIC REPURCHASE OFFERS TO
REPURCHASE A PORTION OF ITS SHARES TO PROVIDE SOME LIQUIDITY TO SHAREHOLDERS,
YOU SHOULD CONSIDER THE SHARES TO BE AN ILLIQUID INVESTMENT. AN INVESTMENT IN
THE FUND IS SUITABLE ONLY FOR LONG-TERM INVESTORS WHO CAN BEAR THE RISKS
ASSOCIATED WITH THE LIMITED LIQUIDITY OF THE SHARES.
YOU SHOULD CAREFULLY CONSIDER THE FUND'S RISKS AND INVESTMENT OBJECTIVE, AS AN
INVESTMENT IN THE FUND MAY NOT BE APPROPRIATE FOR ALL INVESTORS AND IS NOT
DESIGNED TO BE A COMPLETE INVESTMENT PROGRAM. AN INVESTMENT IN THE FUND
INVOLVES A HIGH DEGREE OF RISK. THE INSURANCE-LINKED SECURITIES IN WHICH THE
FUND INVESTS ARE CONSIDERED "HIGH YIELD SECURITIES" OR "JUNK BONDS." IT IS
POSSIBLE THAT INVESTING IN THE FUND MAY RESULT IN A LOSS OF SOME OR ALL OF THE
AMOUNT INVESTED. BEFORE MAKING AN INVESTMENT/ALLOCATION DECISION, YOU SHOULD
(I) CONSIDER THE SUITABILITY OF THIS INVESTMENT WITH RESPECT
[GRAPHIC APPEARS HERE]
TO YOUR INVESTMENT OBJECTIVES AND INDIVIDUAL SITUATION AND (II) CONSIDER
FACTORS SUCH AS YOUR NET WORTH, INCOME, AGE, AND RISK TOLERANCE. YOU SHOULD NOT
INVEST IF YOU HAVE A SHORT-TERM INVESTING HORIZON AND/OR CANNOT BEAR THE LOSS
OF SOME OR ALL OF YOUR INVESTMENT.
BEFORE BUYING SHARES OF THE FUND, YOU SHOULD READ THE DISCUSSION OF THE
MATERIAL RISKS OF INVESTING IN THE FUND UNDER "RISK FACTORS" BEGINNING ON PAGE
25. CERTAIN OF THESE RISKS ARE SUMMARIZED IN "PROSPECTUS SUMMARY - RISK
CONSIDERATIONS" BEGINNING ON PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE FUND'S SHARES DO NOT REPRESENT A DEPOSIT OR OBLIGATION OF, AND ARE NOT
GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION AND
ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.
Please read this Prospectus carefully before investing and keep it for future
reference. It contains important information that a prospective investor ought
to know before investing in the fund. A Statement of Additional Information
("SAI"), dated March 1, 2019, containing additional information about the fund
has been filed with the SEC and is incorporated by reference in its entirety
into this Prospectus. A Table of Contents for the SAI is set forth on page 59
of this Prospectus. A copy of the SAI can be obtained without charge by writing
to the fund at Pioneer Funds, 60 State Street, Boston, MA 02109, by calling
1-844-391-3034, or from the SEC's website at http://www.sec.gov. Copies of the
fund's Annual Report and Semi-Annual Report may be obtained upon request by
writing to the fund, by calling 1-844-391-3034, or by visiting the fund's
website at www.amundipioneer.com.
You should rely only on the information contained this Prospectus and the
fund's Statement of Additional Information. The fund has not authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. The fund
is not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should not assume that the information
contained in this Prospectus is accurate as of any date other than the date on
the front of this Prospectus. The fund's business, financial condition, results
of operations and prospects may have changed since the date of this Prospectus.
Subsequent to the date of this Prospectus, the fund will amend this Prospectus
if, during the period this Prospectus is required to be delivered, any material
information herein becomes materially inaccurate.
Beginning in April 2021, as permitted by regulations adopted by the Securities
and Exchange Commission, paper copies of the fund's shareholder reports will
no longer be sent by mail, unless you specifically request paper copies of the
reports from the fund or from your financial intermediary, such as a
broker-dealer, bank or insurance company. Instead, the reports will be made
available on the fund's website, and you will be notified by mail each time a
report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will
not be affected by this change and you need not take any action. You may elect
to receive shareholder reports and other communications electronically by
contacting your financial intermediary or, if you invest directly with the
fund, by calling 1-800-225-6292.
You may elect to receive all future reports in paper free of charge. If you
invest directly with the fund, you can inform the fund that you wish to
continue receiving paper copies of your shareholder reports by calling
1-800-225-6292. If you invest through a financial intermediary, you can
contact your financial intermediary to request that you continue to receive
paper copies of your shareholder reports. Your election to receive reports in
paper will apply to all funds held in your account if you invest through your
financial intermediary or all funds held with the Pioneer funds complex if you
invest directly.
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TABLE OF CONTENTS
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Prospectus summary............................................................. 1
Summary of fund expenses....................................................... 13
Financial highlights........................................................... 14
The fund....................................................................... 15
Use of proceeds................................................................ 15
Investment objective and principal investment strategies....................... 16
Risk factors................................................................... 25
Management of the fund......................................................... 38
Dividends and distributions.................................................... 40
Purchase of shares............................................................. 42
Periodic repurchase offers..................................................... 43
Federal income tax matters..................................................... 46
Net asset value................................................................ 56
Certain provisions of the agreement and declaration of trust and by-laws....... 58
Table of contents for the statement of additional information.................. 60
Privacy notice................................................................. 61
Prospectus summary
THIS IS ONLY A SUMMARY. THIS SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION
THAT YOU SHOULD CONSIDER BEFORE INVESTING IN THE FUND'S SHARES, ESPECIALLY THE
INFORMATION SET FORTH UNDER THE HEADING "RISK FACTORS." YOU SHOULD REVIEW THE
MORE DETAILED INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE STATEMENT OF
ADDITIONAL INFORMATION. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL
HAVE THE MEANING ATTRIBUTED TO SUCH TERM IN THE STATEMENT OF ADDITIONAL
INFORMATION.
THE FUND Pioneer ILS Interval Fund is a non-diversified, closed-end management
investment company. The fund is an interval fund that will offer to make
quarterly repurchases of shares at net asset value ("NAV").
Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer" or the "Adviser") is
the fund's investment adviser.
THE OFFERING Shares of beneficial interest in the fund are offered on a continuous basis at
NAV per share. The fund generally expects to accept orders to purchase shares
on a quarterly basis. However, the fund's ability to accept orders to purchase
shares may be limited, including during periods when, in the judgment of
Amundi Pioneer, appropriate investments for the fund are not available. Shares
are generally available for purchase by registered investment advisers acting in
a fiduciary capacity on behalf of their clients and by or through other qualified
intermediaries and programs sponsored by such qualified financial
intermediaries. Shares are also available to certain direct investors, which may
be individuals, trusts, foundations and other institutional investors. Initial
investments in the fund by or through a registered investment adviser or other
qualified financial intermediary are subject to a $1,000,000 minimum per
registered investment adviser or intermediary. Initial investments in the fund by
direct investors are subject to a $1,000,000 minimum. Registered investment
advisers and other financial intermediaries may impose different or additional
minimum investment and eligibility requirements from those of the fund.
Please contact your registered investment adviser or financial intermediary for
more information. Amundi Pioneer or the fund's Distributor, Amundi Pioneer
Distributor, Inc. (the "Distributor"), may waive these minimum investment
requirements. The fund and the Distributor reserve the right to reject a
purchase order for any reason.
The shares are not listed on any securities exchange and the fund does not
expect there to be any secondary market for the fund's shares. Shareholders
will not have the right to redeem their shares. However, as described below, in
order to provide some liquidity to shareholders, the fund will conduct periodic
repurchase offers for a portion of its outstanding shares.
INTERVAL FUND; As an interval fund, the fund will make periodic offers to repurchase a portion
PERIODIC of its outstanding shares at NAV per share. The fund has adopted a
REPURCHASE OFFERS fundamental policy, which cannot be changed without shareholder approval, to
make repurchase offers every three months. Quarterly repurchase offers occur
in the months of January, April, July and October.
Subject to applicable law and the approval of the Board of Trustees, the fund
will seek to conduct such quarterly repurchase offers typically for 10% of the
fund's outstanding shares at NAV. In connection with any given repurchase
offer, it is possible that the fund may offer to repurchase only the minimum
amount of 5% of its outstanding shares. There is no guarantee that you will be
able to sell shares in an amount or at the time that you desire. The procedures
1
that will apply to the fund's repurchase offers are described in "Periodic
Repurchase Offers" below. Proceeds from the repurchase of shares will be
paid in cash (in U.S. dollars).
INVESTMENT INVESTMENT OBJECTIVE
OBJECTIVE AND The fund's investment objective is total return. There can be no assurance that
PRINCIPAL INVESTMENT the fund will achieve its investment objective.
STRATEGIES
PRINCIPAL INVESTMENT STRATEGIES
The fund invests primarily in insurance-linked securities ("ILS"). ILS may
include event-linked bonds (also known as insurance-linked bonds or
catastrophe bonds), quota share instruments (also known as "reinsurance
sidecars"), collateralized reinsurance investments, industry loss warranties,
event-linked swaps, securities of companies in the insurance or reinsurance
industries, and other insurance- and reinsurance-related securities.
Because ILS are typically rated below investment grade or unrated, a
substantial portion of the fund's assets ordinarily will consist of below
investment grade (high yield) debt securities. Investment in securities of below
investment grade quality, commonly referred to as "junk bonds," involves
substantial risk of loss. Securities in which the fund may invest may also be
subordinated or "junior" to more senior securities of the issuer.
Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer" or the "Adviser") is
the fund's investment adviser. In selecting ILS for investment, Amundi Pioneer
considers their relative return potential in view of their expected relative risk,
using quantitative and qualitative analysis. Amundi Pioneer's analysis may
consider various factors, such as expected loss, probability of occurrence or
loss, trigger term (measurement of loss event specific to an instrument) or
other terms of an instrument, sponsor quality, deal structure, alignment of
interests between the fund and the sponsoring insurance company, and model
accuracy. Amundi Pioneer's analysis guides Amundi Pioneer in determining the
desired allocation of reinsurance-related securities by issuer, peril and
geographic exposure. Amundi Pioneer also may consider the financial condition
and risks associated with the sponsoring insurance company. Amundi Pioneer
may rely on information and analysis obtained from brokers, dealers and
ratings organizations, among other sources.
Amundi Pioneer may sell a portfolio security when it believes the security no
longer will contribute to meeting the fund's investment objective. Amundi
Pioneer makes that determination based on the same criteria it uses to select
portfolio securities.
PORTFOLIO INVESTMENTS
Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in ILS. Derivative instruments that
provide exposure to such ILS or have similar economic characteristics may be
used to satisfy the fund's 80% policy. ILS include event-linked bonds (also
known as insurance-linked bonds or catastrophe bonds), structured
reinsurance investments such as quota share instruments (a form of
proportional reinsurance whereby an investor participates in the premiums and
losses of a reinsurer's portfolio of catastrophe-oriented policies, sometimes
referred to as "reinsurance sidecars") and collateralized reinsurance
2
Prospectus summary
investments, industry loss warranties, event-linked swaps, securities of
companies in the insurance or reinsurance industries, and other insurance- and
reinsurance-related securities.
Reinsurance-related securities are typically below investment grade, or unrated,
and may be referred to as "junk bonds."
The fund has no limit as to the maturity of the securities in which it invests.
Event-linked bonds typically have maturities between three and five years, while
quota shares, collateralized reinsurance investments and industry loss
warranties typically have maturities that generally do not exceed two years.
The fund will provide written notice to shareholders at least 60 days prior to
any change to the requirement that it invest at least 80% of its assets in ILS.
The fund may invest in ILS issued by non-U.S. issuers.
The fund may, but is not required to, use derivatives, such as currency forward
contracts and bond and interest rate futures. The fund may use derivatives for
a variety of purposes, including: in an attempt to hedge against adverse
changes in the market price of securities, interest rates or currency exchange
rates; as a substitute for purchasing or selling securities; to seek event-linked
exposure; to attempt to increase the fund's return as a non-hedging strategy
that may be considered speculative; to manage portfolio characteristics; and
as a cash flow management technique. The fund may choose not to make use
of derivatives for a variety of reasons, and any use may be limited by
applicable law and regulations. The fund also may hold cash or other
short-term investments.
To the extent consistent with the repurchase liquidity requirement of an interval
fund, the fund may invest without limit in illiquid securities.
RISK CONSIDERATIONS The following is a summary of the principal risks of investing in the fund. You
should read the fuller discussion in this Prospectus under "Risk Factors" on
page 25.
GENERAL. The fund is a non-diversified, closed-end management investment
company designed primarily as a long-term investment and not as a trading
tool. The fund is not a complete investment program and should be considered
only as an addition to an investor's existing portfolio of investments. Because
the fund invests predominantly in ILS of U.S. and non-U.S. issuers, which are
high yield debt securities, an investment in the fund's shares is speculative in
that it involves a high degree of risk. Due to uncertainty inherent in all
investments, there can be no assurance that the fund will achieve its
investment objective. ILS in which the fund invests may only have limited
liquidity, or may be illiquid. In addition, even though the fund will make periodic
offers to repurchase a portion of its outstanding shares to provide some
liquidity to shareholders, shareholders should consider the fund to be an
illiquid investment.
RISKS OF INVESTING IN EVENT-LINKED BONDS. The fund could lose a portion or
all of the principal it has invested in an "event-linked" bond or other ILS, and
the right to additional interest payments with respect to the security, upon the
occurrence of one or more trigger events, as defined within the terms of the
ILS. Trigger events may include natural or other perils of a specific size or
magnitude that occur in a designated geographic region during a specified time
3
period, and/or that involve losses or other metrics that exceed a specific
amount. Natural perils include disasters such as hurricanes, earthquakes,
windstorms, fires, floods and other weather-related occurrences, as well as
mortality or longevity events. Non-natural perils include disasters resulting from
human-related activity such as commercial and industrial accidents or
business interruptions. There is no way to accurately predict whether a trigger
event will occur and, accordingly, event-linked bonds and other ILS carry
significant risks. In addition to the specified trigger events, event-linked bonds
and other ILS may expose the fund to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations and
adverse tax consequences.
RISKS OF INVESTING IN STRUCTURED REINSURANCE INVESTMENTS. The fund may
invest in special purpose vehicles ("SPVs") or similar instruments structured to
comprise a portion of a reinsurer's catastrophe-oriented business, known as
quota share instruments (sometimes referred to as reinsurance sidecars), or
to provide reinsurance relating to specific risks to insurance or reinsurance
companies through a collateralized instrument, known as collateralized
reinsurance. Quota shares instruments and other structured reinsurance
investments generally will be considered illiquid securities by the fund.
Structured reinsurance investments are typically more customizable but less
liquid investments than event-linked bonds. Like event-linked bonds, an
investor in structured reinsurance investments participates in the premiums
and losses associated with underlying reinsurance contracts.
Structured reinsurance investments are subject to the same risks as
event-linked bonds. In addition, because quota share instruments represent an
interest in a basket of underlying reinsurance contracts, the fund has limited
transparency into the individual underlying contracts and therefore must rely
upon the risk assessment and sound underwriting practices of the insurer
and/or reinsurer. Structured reinsurance investments may be difficult to value.
ILS MARKET AND REINVESTMENT RISK. The size of the ILS market may change
over time, which may limit the availability of ILS for investment by the fund. The
original issuance of ILS in general, including ILS with desired instrument or risk
characteristics, may fluctuate depending on the capital and capacity needs of
reinsurers as well as the demand for ILS by institutional investors. The
availability of ILS in the secondary market also may be limited by supply and
demand dynamics and prevailing economic conditions. To the extent ILS held
by the fund mature, or the fund must sell securities in connection with share
repurchases, the fund may be required to hold more cash or short-term
instruments than it normally would until attractive ILS becomes available.
Holding excess cash and/or reinvestment in securities that are lower yielding
or less desirable than securities sold may negatively affect performance.
MARKET RISK. The market prices of securities held by the fund may go up or
down, sometimes rapidly or unpredictably, due to general market conditions,
such as real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. In the past decade, financial markets
throughout the world have experienced increased volatility, depressed
valuations, decreased liquidity and heightened uncertainty. Governmental and
non-governmental issuers have defaulted on, or been forced to restructure,
4
Prospectus summary
their debts. These conditions may continue, recur, worsen or spread. Events
that have contributed to these market conditions include, but are not limited
to, major cybersecurity events; geopolitical events (including wars and terror
attacks); measures to address budget deficits; downgrading of sovereign debt;
changes in oil and commodity prices; changes in currency exchange rates; and
public sentiment. U.S. and non-U.S. governments and central banks have
provided significant support to financial markets, including by keeping interest
rates at historically low levels. The U.S. Federal Reserve is reducing its market
support activities and has begun raising interest rates. Certain foreign
governments and central banks have implemented or may implement so-called
negative interest rates (e.g., charging depositors who keep their cash at a
bank) to spur economic growth. Further Federal Reserve or other U.S. or
non-U.S. governmental or central bank actions, including interest rate
increases or contrary actions by different governments, could negatively affect
financial markets generally, increase market volatility and reduce the value and
liquidity of securities in which the fund invests. Policy and legislative changes
in the U.S. and in other countries and other events affecting global markets,
such as the United Kingdom's expected exit from the European Union (or
Brexit), are affecting many aspects of financial regulation, and may in some
instances contribute to decreased liquidity and increased volatility in the
financial markets. The impact of these changes on the markets, and the
practical implications for market participants, may not be fully known for some
time. Economies and financial markets throughout the world are increasingly
interconnected. Economic, financial or political events, trading and tariff
arrangements, terrorism, natural disasters and other circumstances in one
country or region could have profound impacts on global economies or
markets. As a result, whether or not the fund invests in securities of issuers
located in or with significant exposure to the countries directly affected, the
value and liquidity of the fund's investments may be negatively affected. The
fund may experience a substantial or complete loss on any individual security
or derivative position.
HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or are
already in default, tend to be less liquid and are more difficult to value than
higher grade securities. Junk bonds tend to be volatile and more susceptible to
adverse events and negative sentiments. These risks are more pronounced for
securities that are already in default.
INTEREST RATE RISK. Interest rates may go up, causing the value of the fund's
investments to decline (this risk generally will be greater for securities with
longer maturities or durations). For example, if interest rates increase by 1%,
the value of a fund's portfolio with a portfolio duration of ten years would be
expected to decrease by 10%, all other things being equal. Interest rates in the
U.S. have been historically low and have begun to rise, and the fund faces a
heightened risk that interest rates may continue to rise. A general rise in
interest rates could adversely affect the price and liquidity of fixed income
securities and could also result in increased redemptions from the fund. The
maturity of a security may be significantly longer than its effective duration. A
security's maturity may be more relevant than its effective duration in
5
determining the security's sensitivity to other factors affecting the issuer or
markets generally, such as changes in credit quality or in the yield premium
that the market may establish for certain types of securities.
Rising interest rates can lead to increased default rates, as issuers of floating
rate securities find themselves faced with higher payments. Unlike fixed rate
securities, floating rate securities generally will not increase in value if interest
rates decline. Changes in interest rates also will affect the amount of interest
income the fund earns on its floating rate investments.
CREDIT RISK. If an issuer or guarantor of a security held by the fund or a
counterparty to a financial contract with the fund defaults on its obligation to
pay principal and/or interest, has its credit rating downgraded or is perceived
to be less creditworthy, or the credit quality or value of any underlying assets
declines, the value of your investment will decline. In addition, the fund may
incur expenses to protect the fund's interest in securities experiencing these
events. A security may change in price for a variety of reasons. For example,
floating rate securities may have final maturities of ten or more years, but their
effective durations will tend to be very short. If there is an adverse credit
event, or a perceived change in the issuer's creditworthiness, these securities
could experience a far greater negative price movement than would be
predicted by the change in the security's yield in relation to their effective
duration. The fund evaluates the credit quality of issuers and counterparties
prior to investing in securities. Credit risk is broadly gauged by the credit
ratings of the securities in which the fund invests. However, ratings are only
the opinions of the companies issuing them and are not guarantees as to
quality. Securities rated in the lowest category of investment grade (Baa/BBB)
may possess certain speculative characteristics.
PREPAYMENT OR CALL RISK. Many issuers have a right to prepay their securities.
If interest rates fall, an issuer may exercise this right. If this happens, the fund
would be forced to reinvest prepayment proceeds at a time when yields or
securities available in the market are lower than the yield on the prepaid
security. The fund may also lose any premium it paid on the security.
RISK OF ILLIQUID INVESTMENTS. Certain securities and derivatives held by the
fund may be impossible or difficult to purchase, sell or unwind. Illiquid
securities and derivatives also may be difficult to value. Liquidity risk may be
magnified in a rising interest rate environment. If the fund is forced to sell an
illiquid asset or unwind a derivatives position, the fund may be forced to sell at
a loss.
RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the fund
invests significantly in one region or country. These risks may include different
financial reporting practices and regulatory standards, less liquid trading
markets, extreme price volatility, currency risks, changes in economic, political,
regulatory and social conditions, terrorism, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation restrictions.
Lack of information and less market regulation also may affect the value of
these securities. Withholding and other non-U.S. taxes may decrease the
6
Prospectus summary
fund's return. Non-U.S. issuers may be located in parts of the world that have
historically been prone to natural disasters. Investing in depositary receipts is
subject to many of the same risks as investing directly in non-U.S. issuers.
Depositary receipts may involve higher expenses and may trade at a discount
(or premium) to the underlying security. A number of countries in the European
Union (EU) have experienced, and may continue to experience, severe
economic and financial difficulties. In addition, voters in the United Kingdom
have approved withdrawal from the EU. Other countries may seek to withdraw
from the EU and/or abandon the euro, the common currency of the EU.
DERIVATIVES RISK. Using swaps, futures, forwards and other derivatives
exposes the fund to special risks and costs and may result in losses to the
fund, even when used for hedging purposes. Using derivatives can increase
losses and reduce opportunities for gain when market prices, interest rates or
currencies, or the derivative instruments themselves, behave in a way not
anticipated by the fund, especially in abnormal market conditions. Using
derivatives can have a leveraging effect (which may increase investment
losses) and increase the fund's volatility, which is the degree to which the
fund's share price may fluctuate within a short time period. Certain derivatives
have the potential for unlimited loss, regardless of the size of the fund's initial
investment. If changes in a derivative's value do not correspond to changes in
the value of the fund's other investments or do not correlate well with the
underlying assets, rate or index, the fund may not fully benefit from, or could
lose money on, or could experience unusually high expenses as a result of, the
derivative position. The other parties to certain derivative transactions present
the same types of credit risk as issuers of fixed income securities. Derivatives
also tend to involve greater liquidity risk and they may be difficult to value. The
fund may be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivatives will not have liquidity beyond the counterparty to
the instrument. Use of derivatives or similar instruments may have different
tax consequences for the fund than an investment in the underlying security,
and those differences may affect the amount, timing and character of income
distributed to shareholders. The fund's use of derivatives may also increase
the amount of taxes payable by shareholders. Risks associated with the use of
derivatives are magnified to the extent that an increased portion of the fund's
assets are committed to derivatives in general or are invested in just one or a
few types of derivatives.The U.S. government and foreign governments are in
the process of adopting and implementing regulations governing derivative
markets, including mandatory clearing of certain derivatives, margin and
reporting requirements. The ultimate impact of the regulations remains
unclear. Additional regulation of derivatives may make derivatives more costly,
may limit their availability or utility or otherwise adversely affect their
performance, or may disrupt markets. The fund may be exposed to additional
risks as a result of the additional regulations. The extent and impact of the
regulations are not yet fully known and may not be for some time.The fund will
be required to maintain its positions with a clearing organization through one
or more clearing brokers. The clearing organization will require the fund to post
margin and the broker may require the fund to post additional margin to secure
the fund's obligations. The amount of margin required may change from time
to time. In addition, cleared transactions may be more expensive to maintain
7
than over-the-counter transactions and may require the fund to deposit larger
amounts of margin. The fund may not be able to recover margin amounts if the
broker has financial difficulties. Also, the broker may require the fund to
terminate a derivatives position under certain circumstances. This may cause
the fund to lose money. The fund's ability to use certain derivative instruments
currently is limited by Commodity Futures Trading Commission rules.
LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the fund borrows or uses derivatives or other
investments that have embedded leverage. Leverage generally magnifies the
effect of any increase or decrease in the value of the fund's underlying assets
and creates a risk of loss of value on a larger pool of assets than the fund
would otherwise have, potentially resulting in the loss of all assets. Engaging
in such transactions may cause the fund to liquidate positions when it may not
be advantageous to do so to satisfy its obligations or meet segregation
requirements.
TAX AND REGULATED INVESTMENT COMPANY QUALIFICATION RISK. As described in
more detail below, in order to qualify for the favorable tax treatment generally
available to regulated investment companies, at least 90% of the fund's gross
income each taxable year must consist of qualifying income, the fund must
meet certain asset diversification tests at the end of each fiscal quarter, and
the fund must meet certain distribution requirements for each taxable year.
The tax treatment of certain ILS is not entirely clear. Certain of the fund's
investments (including, potentially, certain ILS) may generate income that is
not qualifying income. The fund might generate more non-qualifying income
than anticipated, might not be able to generate qualifying income in a
particular taxable year at levels sufficient to meet the qualifying income test,
or might not be able to determine the percentage of qualifying income it has
derived for a taxable year until after year-end. The fund may determine not to
make an investment that it otherwise would have made, or may dispose of an
investment it otherwise would have retained (potentially resulting in the
recognition of taxable gain or loss, and potentially under disadvantageous
circumstances), in an effort to meet the qualifying income test.
Certain investments made by the fund (including certain ILS) may be treated
as equity in passive foreign investment companies ("PFICs") for federal income
tax purposes. In general, a PFIC is a foreign corporation (i) that receives at
least 75% of its annual gross income from passive sources (such as interest,
dividends, certain rents and royalties, or capital gains) or (ii) where at least
50% of its assets (computed based on average fair market value) either
produce or are held for the production of passive income. If the fund acquires
any equity interest in a PFIC, the fund could be subject to U.S. federal income
tax and additional interest charges on "excess distributions" received from the
PFIC or on gain from the sale of stock in the PFIC, even if all income or gain
actually received by the fund is timely distributed to its shareholders. The fund
would not be able to pass through to its shareholders any credit or deduction
for such a tax. A "qualified electing fund" election or a "mark to market"
election may be available that would ameliorate these adverse tax
consequences, but such elections could require the fund to recognize taxable
income or gain (which would be subject to the distribution requirements
applicable to regulated investment companies, as described above) without the
8
Prospectus summary
concurrent receipt of cash. In order to satisfy the distribution requirements and
avoid a tax on the fund, the fund may be required to liquidate portfolio
securities that it might otherwise have continued to hold (potentially resulting
in the recognition of taxable gain or loss, and potentially under
disadvantageous circumstances), or the fund may be required to borrow cash.
Under proposed Treasury regulations, certain income derived by the fund for a
taxable year from a PFIC with respect to which the fund has made a qualified
electing fund election would generally constitute qualifying income only to the
extent the PFIC makes distributions in respect of that income to the fund for
that taxable year. Gains from the sale of stock of PFICs may also be treated as
ordinary income. In order for the fund to make a qualified electing fund election
with respect to a PFIC, the PFIC would have to agree to provide certain tax
information to the fund on an annual basis, which it might not agree to do. The
fund may limit and/or manage its holdings in PFICs to limit its tax liability or
maximize its after-tax return from these investments.
If a sufficient portion of the interests in a foreign issuer (including certain ILS
issuers) is held or deemed held by the fund, independently or together with
certain other U.S. persons, that issuer may be treated as a "controlled foreign
corporation" (a "CFC") with respect to the fund, in which case the fund will be
required to take into account each year, as ordinary income, its share of
certain portions of that issuer's income, whether or not such amounts are
distributed. The fund may have to dispose of its portfolio securities (potentially
resulting in the recognition of taxable gain or loss, and potentially under
disadvantageous circumstances) to generate cash, or may have to borrow the
cash, to meet its distribution requirements and avoid fund-level taxes. Under
proposed Treasury regulations, certain income derived by the fund from a CFC
for a taxable year would generally constitute qualifying income only to the
extent the CFC makes distributions in respect of that income to the fund for
that taxable year. In addition, some fund gains on the disposition of interests
in such an issuer may be treated as ordinary income. The fund may limit
and/or manage its holdings in issuers that could be treated as CFCs in order
to limit its tax liability or maximize its after-tax return from these investments.
If the fund were to fail to qualify for treatment as a regulated investment
company, it would generally be taxed in the same manner as an ordinary
corporation, and distributions to its shareholders generally would not be
deductible by the fund in computing its taxable income. Under certain
circumstances, the fund may be able to cure a failure to meet the qualifying
income test or the diversification test if such failure was due to reasonable
cause and not willful neglect, but in order to do so the fund may incur a
significant penalty tax that would reduce (and potentially could eliminate) the
fund's returns.
VALUATION RISK. The sales price the fund could receive for any particular
portfolio investment may differ from the fund's last valuation of the
investment, particularly for illiquid securities and securities that trade in thin or
volatile markets or that are valued using a fair value methodology. Investors
who purchase or redeem fund shares on days when the fund is holding
fair-valued securities may receive fewer or more shares or lower or higher
redemption proceeds than they would have received if the fund had not
9
fair-valued the securities or had used a different valuation methodology. The
fund's ability to value its investments may also be impacted by technological
issues and/or errors by pricing services or other third party service providers.
CONCENTRATION RISK. A fund that invests a significant percentage of its assets
in a single industry may be particularly susceptible to adverse economic,
regulatory or other events affecting that industry and may be more risky than a
fund that does not concentrate in an industry. For example, industries in the
financial segment, such as banks, insurance companies, broker-dealers and
real estate investment trusts (REITs), may be sensitive to changes in interest
rates and general economic activity and are generally subject to extensive
government regulation.
NON-DIVERSIFICATION RISK. The fund is not diversified, which means that it can
invest a higher percentage of its assets in the securities of any one or more
issuers than a diversified fund. Being non-diversified may magnify the fund's
losses from adverse events affecting a particular issuer.
CYBERSECURITY RISK. Cybersecurity failures or breaches by the fund's adviser,
transfer agent, distributor, custodian, fund accounting agent and other service
providers may disrupt fund operations, interfere with the fund's ability to
calculate its NAV, prevent fund shareholders from purchasing and redeeming
shares or receiving distributions, cause loss of or unauthorized access to
private shareholder information, and result in financial losses, regulatory fines,
penalties, reputational damage, or additional compliance costs.
EXPENSE RISK. Your actual costs of investing in the fund may be higher than
the expenses shown in "Annual Fund Operating Expenses" for a variety of
reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and the
fund's expense ratio is more likely to increase when markets are volatile.
PORTFOLIO SELECTION RISK. The Adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.
REPURCHASE OFFERS RISK. The risk that the fund's repurchases of shares may
hurt investment performance by forcing the fund to maintain a higher
percentage of its assets in liquid investments or to liquidate certain
investments when it is not desirable to do so. Repurchases may be
oversubscribed, preventing shareholders from selling some or all of their
shares back to the fund
ANTI-TAKEOVER PROVISIONS. The fund's Agreement and Declaration of Trust and
by-laws include provisions that could limit the ability of other entities or
persons to acquire control of the fund or convert the fund to open-end status.
INVESTMENT ADVISER Amundi Pioneer Asset Management, Inc. is the fund's investment adviser. The
Adviser is responsible on a day-to-day basis for investment of the fund's
portfolio in accordance with its investment objective and principal investment
strategies. The Adviser's main office is at 60 State Street, Boston,
Massachusetts 02109.
10
Prospectus summary
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. As of
December 31, 2018, Amundi had more than $1.6 trillion in assets under
management worldwide. As of December 31, 2018, Amundi Pioneer (and its
U.S. affiliates) had over $80 billion in assets under management.
The firm's U.S. mutual fund investment history includes creating in 1928 one
of the first mutual funds.
Amundi Pioneer has received an order from the Securities and Exchange
Commission that permits Amundi Pioneer, subject to the approval of the fund's
Board of Trustees, to hire and terminate a subadviser that is not affiliated with
Amundi Pioneer (an "unaffiliated subadviser") or to materially modify an
existing subadvisory contract with an unaffiliated subadviser for the fund
without shareholder approval. Amundi Pioneer retains the ultimate
responsibility to oversee and recommend the hiring, termination and
replacement of any unaffiliated subadviser.
The fund pays the Adviser a fee for its investment advisory services equal on
an annual basis to 1.75% of the fund's average daily net assets. The fee is
accrued daily and payable monthly. See "Management of the Fund."
The fund does not currently charge a repurchase fee, and it does not currently
expect to impose a repurchase fee. However, the fund may charge a
repurchase fee of up to 2.0%, which the fund would retain to help offset
non-de minimis estimated costs related to the repurchase (such as bid to ask
spreads) incurred by the fund, directly or indirectly, as a result of repurchasing
shares, thus allocating estimated transaction costs to the shareholder whose
shares are being repurchased. The fund may introduce, or modify the amount
of, a repurchase fee at any time. The fund may also waive or reduce the
repurchase fee if the Adviser determines that the repurchase is offset by a
corresponding purchase or if for other reasons the fund will not incur
transaction costs or will incur reduced transaction costs.
ADMINISTRATOR, Amundi Pioneer Asset Management, Inc. serves as the fund's administrator.
CUSTODIAN, FUND Brown Brothers Harriman & Co. serves as the fund's custodian and fund
ACCOUNTING AGENT, accounting agent. DST Systems, Inc. serves as the fund's transfer agent and
TRANSFER AGENT AND dividend disbursing agent.
DIVIDEND DISBURSING
AGENT
UNLISTED CLOSED-END The fund's shares have very limited liquidity. The fund's shares will not be
FUND STRUCTURE listed on a stock exchange, and the fund does not anticipate that a secondary
market will develop for its shares. The fund will offer to repurchase a limited
amount of shares quarterly, which is discussed in more detail below.
DISTRIBUTIONS The fund intends to distribute to shareholders all or a portion of its net
investment income annually and realized net capital gains, if any, at least
annually. After the first year of operations, the fund may pay dividends twice
annually. Unless shareholders specify otherwise, dividends will be reinvested
in shares of the fund.
TAX CONSIDERATIONS You will normally have to pay federal income taxes, and any state or local
taxes, on the dividends and other distributions you receive from the fund. For
U.S. federal income tax purposes, distributions from the fund's net capital
11
gains (the excess, if any, of its net long-term capital gains over its net
short-term capital losses) are considered long-term capital gains and are
generally taxable to noncorporate shareholders at a rate of up to 20%.
Distributions from the fund's net short-term capital gains are generally taxable
as ordinary income. Other dividends are generally taxable as ordinary income
or, in general, if paid from the fund's "qualified dividend income" and if certain
conditions, including holding period requirements, are met by the fund and the
shareholder, as qualified dividend income taxable to individual and certain
other noncorporate shareholders at U.S. federal income tax rates of up to 20%.
"Qualified dividend income" generally is income derived from dividends paid by
U.S. corporations or certain foreign corporations that are either incorporated in
a U.S. possession or eligible for tax benefits under certain U.S. income tax
treaties. In addition, dividends that the fund receives in respect of stock of
certain foreign corporations may be qualified dividend income if that stock is
readily tradable on an established U.S. securities market. A portion of
dividends received from the fund (but none of the fund's capital gain
distributions) may qualify for the dividends-received deduction for corporations.
The fund will report to shareholders annually the U.S. federal income tax
status of all fund distributions.
If the fund declares a dividend in October, November or December, payable to
shareholders of record in such a month, and pays it in January of the following
year, you will be taxed on the dividend as if you received it in the year in which
it was declared.
You should consult a tax adviser about state, local and foreign taxes on your
distributions from the fund.
See "Dividends and Distributions" and "Federal Income Tax Matters."
12
Summary of fund expenses
The following table describes the fees and expenses you may pay if you buy and
hold shares of
the fund.
SHAREHOLDER TRANSACTION EXPENSES
Maximum Repurchase Fee/1/ 2.00%
---------------------------------- ----
Sales Load None
---------------------------------- ----
AS A PERCENTAGE
OF NET ASSETS
ATTRIBUTABLE TO
ANNUAL FUND OPERATING EXPENSES THE SHARES
-------------------------------------- ----------------
Management Fee 1.75%
-------------------------------------- ----
Other Expenses 0.20%
-------------------------------------- ----
Total Annual Fund Operating Expenses 1.95%
-------------------------------------- ----
EXAMPLE
The following examples illustrate the expenses that you would pay on an
investment in the fund's shares, assuming (1) the fund's total annual operating
expenses attributable to shares remain the same and (2) a 5% annual return*:
WITHOUT A REPURCHASE WITH A REPURCHASE
AT THE END OF THE PERIOD AT THE END OF THE PERIOD/1/
--------------------------------------------- ---------------------------------------------
NUMBER OF YEARS YOU OWN YOUR SHARES
--------------------------------------------------------------------------------------------
1 3 5 10 1 3 5 10
---------- ---------- ----------- ----------- ---------- ---------- ----------- -----------
Total expenses incurred
on a $1,000 investment $ 20 $ 61 $ 105 $ 227 $ 41 $ 83 $ 129 $ 255
---------------------------- ------- ------- -------- -------- ------- ------- -------- --------
Total expenses incurred
on a $1,000,000 investment $19,797 $61,222 $105,212 $227,478 $40,705 $83,424 $128,789 $254,877
---------------------------- ------- ------- -------- -------- ------- ------- -------- --------
The foregoing fee table and examples are intended to assist investors in
understanding the costs and expenses that an investor in the fund will bear
directly or indirectly.
* THE EXAMPLES SHOULD NOT BE CONSIDERED REPRESENTATIONS OF FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE ASSUMED FOR PURPOSES OF THE
EXAMPLES. The Examples assume that the other expenses set forth in the fee
table are accurate and that all dividends and distributions are reinvested at
net asset value. Moreover, the fund's actual rate of return may be greater or
less than the hypothetical 5% return shown in the example.
(1) The fund does not currently charge a repurchase fee. However, the fund
may in the future charge a repurchase fee of up to 2.00%, which the fund
would retain to help offset non-de minimis estimated costs related to the
repurchase.
13
Financial highlights
The financial highlights table helps you understand the fund's financial
performance since the fund's inception.
Certain information reflects financial results for a single fund share. The
total returns in the table represent the rate that you would have earned or
lost on an investment in shares of the fund (assuming reinvestment of all
dividends and distributions).
The information below for the fiscal years ended October 31, 2018 and October
31, 2017 has been audited by Ernst & Young LLP, independent registered public
accounting firm, whose report is included in the fund's annual report along
with the fund's financial statements. The information below for the periods
ended on October 31, 2015 through October 31, 2016 was audited by another
independent registered public accounting firm. The fund's annual report is
incorporated by reference in the statement of additional information and is
available upon request.
YEAR YEAR
ENDED ENDED
10/31/18 10/31/17
------------ -----------------
Net asset value, beginning of period $ 9.59 $ 11.09
-------- --------
Increase (decrease) from investment operations:
Net investment income (loss) (a) $ 0.31 $ 0.25
Net realized and unrealized gain (loss) on investments 0.17 (0.74)
-------- --------
Net increase (decrease) from investment operations $ 0.48 $ (0.49)
Distributions to shareowners from:
Net investment income $ (0.14) $ (1.01)(b)
Net increase (decrease) in net asset value $ 0.34 $ (1.50)
-------- --------
Net asset value, end of period $ 9.93 $ 9.59
-------- --------
Total return (c) 5.04% (4.95)%
Ratio of net expenses to average net assets 1.95% 2.00%
Ratio of net investment income (loss) to average net assets 3.19% 2.38%
Portfolio turnover rate 42% 34%
Net assets, end of period (in thousands) $991,447 $359,114
Ratios with no waiver of fees and assumption of expense by the Adviser and no
reduction for fees paid indirectly
Total expenses to average net assets 1.95% 2.00%
Net investment income (loss) to average net assets 3.19% 2.38%
YEAR
ENDED 12/22/14
10/31/16* TO 10/31/15*
------------ ------------------
Net asset value, beginning of period $ 10.59 $ 10.00
-------- ----------
Increase (decrease) from investment operations:
Net investment income (loss) (a) $ 0.63 $ (0.12)
Net realized and unrealized gain (loss) on investments 0.51 0.71
-------- ----------
Net increase (decrease) from investment operations $ 1.14 $ 0.59
Distributions to shareowners from:
Net investment income $ (0.64) $ -
Net increase (decrease) in net asset value $ 0.50 $ 0.59
-------- ----------
Net asset value, end of period $ 11.09 $ 10.59
-------- ----------
Total return (c) 11.23% 5.90%(d)
Ratio of net expenses to average net assets 2.10% 2.10%(e)
Ratio of net investment income (loss) to average net assets 5.93% (1.30)%(e)
Portfolio turnover rate 29% 1%
Net assets, end of period (in thousands) $161,667 $ 75,400
Ratios with no waiver of fees and assumption of expense by the Adviser and no
reduction for fees paid indirectly
Total expenses to average net assets 2.17% 2.60%(e)
Net investment income (loss) to average net assets 5.86% (1.80)%(e)
* The Fund was audited by an independent registered public accounting firm
other than Ernst & Young LLP.
(a) The per-share data presented above is based on the average shares
outstanding for the periods presented.
(b) The amount of distributions made to shareowners during the year was
in excess of the net investment income earned by the Fund during the
year.
(c) Assumes initial investment at net asset value at the beginning of
each period, reinvestment of all distributions and the complete
redemption of the investment at net asset value at the end of each
period.
(d) Not annualized.
(e) Annualized.
14
The fund
Pioneer ILS Interval Fund is a non-diversified, closed-end management
investment company that is operated as an interval fund. The fund was organized
under the laws of the State of Delaware on July 15, 2014, and has registered
under the 1940 Act. The fund's principal office is located at 60 State Street,
Boston, Massachusetts 02109, and its telephone number is (617) 742-7825.
Use of proceeds
The fund will invest the proceeds of the offering of shares in accordance with
the fund's investment objective and principal investment strategies as stated
below. It is presently anticipated that the fund will be able to fully invest
all of the proceeds according to its investment objective and policies within
approximately three months after the receipt of proceeds, depending on the
amount and timing of proceeds available to the fund as well as the availability
of securities consistent with the fund's investment objective and strategies.
Pending investment, all or a portion of the proceeds may be invested in U.S.
government securities or high grade, short-term money market instruments. See
"Investment Objective and Principal Investment Strategies."
15
Investment objective and principal investment strategies
INVESTMENT OBJECTIVE
The fund's investment objective is total return. There can be no assurance that
the fund will achieve its investment objective.
The fund's investment objective may be changed without shareholder approval.
The fund will provide notice prior to implementing any change to its investment
objective.
PRINCIPAL INVESTMENT STRATEGIES
The fund invests primarily in insurance-linked securities ("ILS"). ILS include
event-linked bonds (also known as insurance-linked bonds or catastrophe bonds),
quota share instruments (also known as "reinsurance sidecars"), collateralized
reinsurance investments, industry loss warranties, event-linked swaps,
securities of companies in the insurance or reinsurance industries, and other
insurance- and reinsurance-related securities.
Because ILS are typically rated below investment grade or unrated, a
substantial portion of the fund's assets ordinarily will consist of below
investment grade (high yield) debt securities. Investment in securities of
below investment grade quality, commonly referred to as "junk bonds," involves
substantial risk of loss. Securities in which the fund may invest may also be
subordinated or "junior" to more senior securities of the issuer.
In selecting ILS for investment, Amundi Pioneer uses quantitative and
qualitative analysis. Amundi Pioneer utilizes quantitative analysis in an
effort to model portfolio risk and attribution. This modeling process is
supported by use of a risk analytic system that is used by the insurance
industry. The risk analytic system contains a database of historical and
hypothetical catastrophic events and property structures that assists Amundi
Pioneer in its efforts to model peril exposures at both the security and
portfolio level. Among the factors considered in this process are expected loss
and the probabilities of loss and maximum loss. Amundi Pioneer's qualitative
analysis may consider various factors, such as trigger term (measurement of
loss event specific to an instrument) or other terms of an instrument, sponsor
quality, deal structure, alignment of interest between the fund and the
sponsoring insurance company, and model accuracy. Amundi Pioneer's analysis
guides Amundi Pioneer in determining the desired allocation of
reinsurance-related securities by issuer, peril and geographic exposure. The
fund seeks to participate broadly in the spectrum of natural catastrophe risks
within the global reinsurance market, while seeking to reduce exposure to
reinsurers where there is not an alignment of interest. However, there are no
limits on the fund's potential investment in a particular issue, peril or
geographic exposure. Amundi Pioneer may rely on information and analysis
obtained from brokers, dealers and ratings organizations, among other sources.
In selecting investments other than ILS, Pioneer also considers both broad
economic and issuer specific factors. Pioneer selects individual securities
based upon the terms of the securities, liquidity and rating, sector and
exposure to particular issuers and sectors. Pioneer also employs fundamental
research to assess an issuer's credit quality, taking into account financial
condition and profitability, future capital needs, potential for change in
rating, industry outlook, the competitive environment and management ability.
In making these portfolio decisions, Pioneer relies on the knowledge,
experience and judgment of its staff and the staff of its affiliates who have
access to a wide variety of research.
Amundi Pioneer may sell a portfolio security when it believes the security no
longer will contribute to meeting the fund's investment objective. Amundi
Pioneer makes that determination based on the same criteria it uses to select
portfolio securities.
PORTFOLIO INVESTMENTS
Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in insurance-linked securities
("ILS"). Derivative instruments that provide exposure to such ILS or have
similar economic characteristics may be used to satisfy the fund's 80% policy.
ILS include event-linked bonds (also known as insurance-linked bonds or
catastrophe bonds), structured reinsurance investments
16
Investment objective and principal investment strategies
such as quota share instruments (a form of proportional reinsurance in which an
investor participates in the premiums and losses of a reinsurer's portfolio of
catastrophe-oriented policies, sometimes referred to as "reinsurance sidecars")
and collateralized reinsurance investments, industry loss warranties,
event-linked swaps, securities of companies in the insurance or reinsurance
industries, and other insurance- and reinsurance-related securities.
Reinsurance-related securities are typically below investment grade, or
unrated, and may be referred to as "junk bonds."
The fund has no limit as to the maturity of the securities in which it invests.
Event-linked bonds typically have maturities between three and five years,
while quota shares, collateralized reinsurance investments and industry loss
warranties typically have maturities that generally do not exceed two years.
The fund will provide written notice to shareholders at least 60 days prior to
any change to the requirement that it invest at least 80% of its assets in ILS.
In addition to ILS, the fund may invest in in a broad range of issuers and
segments of the debt securities market. Debt securities may include instruments
and obligations of U.S. and non-U.S. corporate and other non-governmental
entities, those of U.S. and non-U.S. governmental entities (including
government agencies and instrumentalities), floating rate loans and other
floating rate securities, subordinated debt securities, certificates of
deposit, money market securities, funds that invest primarily in debt
securities, and cash, cash equivalents and other short term holdings.
The fund's investments may have fixed or variable principal payments and all
types of interest rate and dividend payment and reset terms, including fixed
rate, adjustable rate, floating rate, contingent, deferred, payment in kind and
auction rate features. The fund's investments may include instruments that
allow for balloon payments or negative amortization payments.
The fund may invest in ILS issued by non-U.S. issuers.
The fund may, but is not required to, use derivatives, such as currency forward
contracts and bond and interest rate futures. The fund may use derivatives for
a variety of purposes, including: in an attempt to hedge against adverse
changes in the market price of securities, interest rates or currency exchange
rates; as a substitute for purchasing or selling securities; to seek
event-linked exposure; to attempt to increase the fund's return as a
non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The fund may choose not to make use of derivatives
for a variety of reasons, and any use may be limited by applicable law and
regulations. The fund also may hold cash or other short-term investments.
To the extent consistent with the repurchase liquidity requirement of an
interval fund, the fund may invest without limit in illiquid securities.
The fund's investment strategies and policies may be changed from time to time
without shareholder approval, unless specifically stated otherwise in this
prospectus or in the statement of additional information.
INSURANCE-LINKED SECURITIES
EVENT-LINKED BONDS
The fund may invest in "event-linked" bonds, which sometimes are referred to as
"insurance-linked" or "catastrophe" bonds. Event-linked bonds are floating rate
debt obligations for which the return of principal and the payment of interest
are contingent on the non-occurrence of a pre-defined "trigger" event, such as
a hurricane or an earthquake of a specific magnitude. The trigger event's
magnitude may be based on losses to a company or industry, industry indexes or
readings of scientific instruments, or may be based on specified actual losses.
If a trigger event, as defined within the terms of an event-linked bond occurs,
the fund may lose
17
a portion or all of its accrued interest and/or principal invested in such
event-linked bond. The fund is entitled to receive principal and interest
payments so long as no trigger event occurs of the description and magnitude
specified by the instrument.
Event-linked bonds may be issued by government agencies, insurance companies,
reinsurers, special purpose corporations or other U.S. or non-U.S. entities.
Event-linked bonds are typically rated below investment grade or may be
unrated. The rating for an event-linked bond primarily reflects the rating
agency's calculated probability that a pre-defined trigger event will occur,
which will cause a loss of principal. This rating may also assess the credit
risk of the bond's collateral pool, if any, and the reliability of the model
used to calculate the probability of a trigger event.
The fund's investments in event-linked bonds may have trigger events related to
a broad range of insurance risks, which can be broken down into three major
categories: natural risks, weather risks and non-natural events. Investments in
event-linked bonds with trigger events related to natural risks will represent
the largest portion of the fund's event-linked bond investments. The events
covered are natural catastrophes, such as hurricanes, other windstorms,
earthquakes and fires. Investments in event-linked bonds linked to weather
risks provide insurance to companies, or insurers of companies, whose sales
depend on the weather and provide a hedge on the impact of weather-related
risks. For example, a weather event-linked bond could provide coverage based on
the average temperature in a region over a given period. Investments in
event-linked bonds linked to non-natural risks could cover a much broader array
of insurable risks, such as aerospace and shipping catastrophes.
The fund may invest in other types of event-linked bonds where the trigger
event may be based on company-wide losses ("indemnity triggers"), index-based
losses ("index triggers") or a combination of triggers ("hybrid triggers").
INDEMNITY TRIGGERS. Indemnity triggers are based on losses of the insurance
company or other entity issuing the event-linked bond. The trigger event would
be considered to have occurred if a company's losses on catastrophic insurance
claims exceeded a certain aggregate amount of insured claims. If the company's
losses were less than the pre-determined aggregate amount, then the trigger
event would not be considered to have occurred and the fund would be entitled
to recover its principal plus accrued but unpaid interest. Indemnity triggers
require investors and rating agencies to understand the risks of the insurance
and reinsurance policies underwritten by the company, which may be difficult to
obtain and ascertain, particularly in the case of complex commercial insurance
and reinsurance policies. In addition, event-linked bond investors are
dependent upon the company's ability to settle catastrophe claims in a manner
that would not be disadvantageous to investors' interests.
INDEX TRIGGERS. Index triggers follow one of three broad approaches:
parametric, industry-loss and modeled-loss, or a combination thereof, which is
discussed below as "hybrid triggers." Index triggers are based on pre-defined
formulas, which eliminate the risks relating to a company's insurance
claims-handling practices and potential information barriers. However, index
triggers are generally riskier than indemnity triggers, since investors in
event-linked bonds that have index triggers are dependent upon the accuracy of
the models and reporting services used to calculate the formulas.
- PARAMETRIC. Parametric index triggers are based upon the occurrence of a
catastrophic event with certain defined physical parameters (e.g., wind speed
and location of a hurricane or magnitude and location of an earthquake).
- INDUSTRY-LOSS. Industry loss index triggers are based upon the estimated loss
for the insurance industry as a whole from a particular catastrophe. Estimates
are derived from a reporting service, such as Property Claim Services.
- MODELED-LOSS. Modeled-loss index triggers are based upon a
catastrophe-modeling firm's database estimate of an industry loss, or a
company's losses compared to a modeling firm's industry estimate of losses.
18
Investment objective and principal investment strategies
HYBRID TRIGGERS. Hybrid triggers involve more than one trigger type in a single
transaction or tranche of an event-linked bond. For example, a hybrid trigger
could involve the occurrence of both a U.S. hurricane and a Japanese earthquake
with a different kind of index trigger for each. Another example of a hybrid
trigger involves different trigger types occurring in a particular sequence.
For example, after the occurrence of a qualifying U.S. earthquake, a
modeled-loss index is used to establish a company's overall market share, and
then applied to the industry loss index associated with the qualifying event to
determine any principal reduction. Hybrid triggers may be more complicated and
difficult to understand for investors, and involve the applicable risks
associated with the types of triggers described above.
STRUCTURED REINSURANCE INVESTMENTS
ILS may include special purpose vehicles ("SPVs") or similar instruments
structured to comprise a portion of a reinsurer's catastrophe-oriented
business, known as quota share instruments (sometimes referred to as
reinsurance sidecars), or to provide reinsurance relating to specific risks to
insurance or reinsurance companies through a collateralized instrument, known
as collateralized reinsurance. Quota share instruments and other structured
reinsurance investments generally will be considered illiquid securities by the
fund. The fund may invest substantially in illiquid securities.
Structured reinsurance investments developed along with event-linked bonds as a
mechanism to facilitate risk-transfer from insurance markets to capital markets
investors. These instruments are typically more customizable but less liquid
investments than event-linked bonds. Like event-linked bonds, an investor in
structured reinsurance investments participates in the premiums and losses
associated with underlying reinsurance contracts. Where the instruments are
based on the performance of underlying reinsurance contracts, the fund has
limited transparency into the underlying insurance policies and therefore must
rely upon the risk assessment and sound underwriting practices of the insurer
and/or reinsurer. The instruments typically mature in one year.
The fund may invest indirectly in reinsurance contracts, by holding notes or
preferred shares issued by a SPV or similar instrument whose performance is
tied to an underlying reinsurance transaction, including quota share
instruments. Quota share instruments are a form of proportional reinsurance in
which an investor participates in the premiums and losses of a reinsurer's
portfolio of catastrophe-oriented policies, according to a pre-defined
percentage. For example, under a 10% quota share agreement, the SPV would be
entitled to 10% of all premiums associated with a defined portfolio and be
responsible for 10% of all related claims. The fund, as a holder of a quota
share issued by an SPV would be entitled to its pro rata share of premiums
received by the SPV and would be responsible for its pro rata share of the
claims, up to the total amount invested.
Collateralized reinsurance investments, are privately structured securities or
derivatives utilized to gain exposure to the reinsurance market. Collateralized
reinsurance entails an SPV entering into a reinsurance arrangement that is then
collateralized by invested capital and premiums related to the insurance
coverage. The collateral is designed to cover in full the potential claims that
could arise from the underlying reinsurance contract.
Structured reinsurance investments may include industry loss warranties
("ILWs"). ILWs are insurance-linked securities used to finance peak,
non-recurrent insurance risks, such as hurricanes, tropical storms and
earthquakes. ILWs feature an industry loss index trigger, and, in some cases, a
dual trigger design that includes a protection buyer indemnity trigger. A
traditional ILW takes the form of a bilateral reinsurance contract, but there
are also index products that take the form of derivatives, collateralized
structures or exchange traded instruments. The common feature among these forms
is that the payout trigger is based on an industry loss index or a parametric
index. County-weighted industry loss warranties are variations of ILWs that
provide reinsurance protection at a county level rather than state-wide or
industry-wide losses.
The reinsurance market is highly cyclical, with coverage being written at the
beginning of the year and midyear for coverage for the following 12 months. The
pricing of reinsurance is also highly cyclical as premiums for reinsurance
coverage are driven, in large part, by insurers' recent loss experience.
19
LIQUIDITY AND RESTRICTED SECURITIES
A significant percentage of the ILS in which the fund invests are legally
restricted as to resale pursuant to Section 4(2) of the Securities Act of 1933,
as amended (the "1933 Act"), and securities eligible for resale pursuant to
Rule 144A thereunder. Certain Section 4(2) and Rule 144A securities may be
determined to be liquid securities and most or all of the event-linked bonds in
which the fund invests will be considered liquid securities. Even if determined
to be liquid, holdings of Rule 144A securities may increase the level of fund
illiquidity if eligible buyers become uninterested in purchasing them. Other
ILS, including quota share instruments, generally will be considered illiquid
securities by the fund. The fund may invest substantially in illiquid
securities.
CREDIT MANAGEMENT
The fund may invest in securities and other obligations of any credit quality,
including those that are rated below investment grade (debt securities rated
below investment grade are commonly referred to as "junk bonds") or are unrated
but determined by the Adviser to be of equivalent credit quality, and those
that are in default or in bankruptcy. Because ILS typically are rated below
investment grade or are unrated, a substantial portion of the fund's assets
ordinarily will consist of below investment grade securities. An investor can
still lose significant amounts when investing in investment grade securities.
The fund does not have a policy of maintaining a specific average credit
quality of its portfolio. The Adviser monitors the credit quality and price of
the securities and other instruments held by the fund.
Although the Adviser considers ratings when making investment decisions, it
performs its own credit and investment analysis and does not rely primarily on
ratings assigned by rating services. In evaluating the attractiveness of a
particular obligation, whether rated or unrated, the Adviser generally gives
equal weight to the obligation's yield and the issuer's creditworthiness and
will normally take into consideration, among other things, the issuer's
financial resources and operating history, its sensitivity to economic
conditions and trends, the availability of its management, its debt maturity
schedules and borrowing requirements, and relative values based on anticipated
cash flow, interest and asset coverage and earnings prospects.
BELOW INVESTMENT GRADE SECURITIES
The fund may invest in debt securities rated below investment grade or, if
unrated, of equivalent quality as determined by the Adviser. Because ILS
typically are rated below investment grade or are unrated, a substantial
portion of the fund's assets ordinarily will consist of below investment grade
securities. A debt security is below investment grade if it is rated Ba/BB or
lower or the equivalent rating by at least one nationally recognized
statistical rating organization or determined to be of equivalent credit
quality by the Adviser. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. Below
investment grade debt securities involve greater risk of loss, are subject to
greater price volatility and are less liquid, especially during periods of
economic uncertainty or change, than higher quality debt securities. Below
investment grade securities also may be more difficult to value. With respect
to event-linked bonds, the rating reflects the probability that a pre-defined
trigger event will occur, rather than the bond's credit rating. The rating also
assesses the model used to calculate the probability of the trigger event.
If a security receives different ratings from nationally recognized statistical
rating organizations, the fund will use the rating chosen by the portfolio
manager as most representative of the security's credit quality. The ratings of
nationally recognized statistical rating organizations represent their opinions
as to the quality of the securities that they undertake to rate and may not
accurately describe the risks of the securities. A rating organization may have
a conflict of interest with respect to a security for which it assigns a
quality rating. In addition, there may be a delay between a change in the
credit quality of a security or other asset and a change in the quality rating
assigned to the security or other asset by a rating organization. If a rating
organization changes the quality rating assigned to one or more of the fund's
portfolio securities, the Adviser will consider if any action is appropriate in
light of the fund's investment objective and policies. An investor can still
lose significant amounts when investing in investment grade securities.
20
Investment objective and principal investment strategies
FLOATING RATE INVESTMENTS
Floating rate investments are securities and other instruments with interest
rates that adjust or "float" periodically based on a specified interest rate or
other reference and include floating rate loans, repurchase agreements, money
market securities and shares of money market and short-term bond funds. For
purposes of the fund's investment policies, the fund considers as floating rate
instruments adjustable rate securities, fixed rate securities with durations of
less than or equal to one year, funds that invest primarily in floating rate
instruments, and fixed rate securities with respect to which the fund has
entered into derivative instruments to effectively convert the fixed rate
interest payments into floating rate interest payments.
FLOATING RATE LOANS
Floating rate loans are provided by banks and other financial institutions to
large corporate customers. These loans are rated below investment grade, but
typically are secured with specific collateral and have a senior position in
the capital structure of the borrower. These loans typically have rates of
interest that are reset periodically by reference to a base lending rate, such
as the London Interbank Offered Rate (LIBOR), plus a premium.
SECOND LIEN LOANS AND OTHER SUBORDINATED DEBT OBLIGATIONS
The fund may invest in loans and other debt securities that have the same
characteristics as senior floating rate loans except that such loans are second
in lien property rather than first. Such "second lien" loans and securities,
like senior floating rate loans, typically have adjustable or floating rate
interest payments. The risks associated with "second lien" loans are higher
than the risk of loans with first priority over the collateral. In the event of
default on a "second lien" loan, the first priority lien holder has first claim
to the underlying collateral of the loan. It is possible that no collateral
value would remain for the second priority lien holder and therefore result in
a loss of investment to the fund.
U.S. GOVERNMENT SECURITIES
The fund may invest in U.S. government securities. U.S. government securities
include obligations: directly issued by or supported by the full faith and
credit of the U.S. government, like Treasury bills, notes and bonds and
Government National Mortgage Association (GNMA) certificates; supported by the
right of the issuer to borrow from the U.S. Treasury, like those of the Federal
Home Loan Banks (FHLBs); supported by the discretionary authority of the U.S.
government to purchase the agency's securities like those of the Federal
National Mortgage Association (FNMA); or supported only by the credit of the
issuer itself, like the Tennessee Valley Authority. U.S. government securities
include issues by non-governmental entities (like financial institutions) that
carry direct guarantees from U.S. government agencies as part of government
initiatives in response to the market crisis or otherwise.
Although the U.S. government guarantees principal and interest payments on
securities issued by the U.S. government and some of its agencies, such as
securities issued by GNMA, this guarantee does not apply to losses resulting
from declines in the market value of these securities. Some of the U.S.
government securities that the fund may hold are not guaranteed or backed by
the full faith and credit of the U.S. government, such as those issued by FNMA
and FHLMC.
NON-U.S. INVESTMENTS
The fund may invest without limit in securities of non-U.S. issuers, including
securities of emerging market issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The fund considers emerging market
issuers to include issuers organized under the laws of an emerging market
country, issuers
21
with a principal office in an emerging market country, issuers that derive at
least 50% of their gross revenues or profits from goods or services produced in
emerging markets or sales made in emerging markets, and emerging market
governmental issuers.
DERIVATIVES
The fund may purchase and sell derivative instruments such as exchange-listed
and over-the-counter put and call options on securities, financial futures,
equity, fixed income and interest rate indices, and other financial
instruments, purchase and sell financial futures contracts and options thereon,
enter into various interest rate transactions such as swaps, caps, floors or
collars and enter into various currency transactions such as currency forward
contracts, currency futures contracts, currency swaps or options on currency or
currency futures or credit transactions and credit default swaps. The fund also
may purchase derivative instruments that combine features of these instruments.
The fund may use derivatives for a variety of purposes, including: in an
attempt to hedge against adverse changes in the market price of securities,
interest rates or currency exchange rates; as a substitute for purchasing or
selling securities; to seek event-linked exposure; to attempt to increase the
fund's return as a non-hedging strategy that may be considered speculative; to
manage portfolio characteristics, and as a cash flow management technique. The
fund may choose not to make use of derivatives for a variety of reasons, and
any use may be limited by applicable law and regulations. The fund also may
hold cash or other short-term investments.
STRUCTURED SECURITIES. The fund may invest in structured securities. The value
of the principal and/or interest on such securities is determined by reference
to changes in the value of specific currencies, interest rates, commodities,
indices or other financial indicators ("Reference") or the relative change in
two or more References. The interest rate or the principal amount payable upon
maturity or redemption may be increased or decreased depending upon changes in
the Reference. The terms of the structured securities may provide in certain
circumstances that no principal is due at maturity and, therefore, may result
in a loss of the fund's investment. Changes in the interest rate or principal
payable at maturity may be a multiple of the changes in the value of the
Reference. Consequently, structured securities may entail a greater degree of
market risk than other types of fixed income securities.
CREDIT-LINKED NOTES. The fund may invest in credit-linked notes ("CLNs"). A CLN
is a derivative instrument. It is a synthetic obligation between two or more
parties where the payment of principal and/or interest is based on the
performance of some obligation (a reference obligation). In addition to credit
risk of the reference obligations and interest rate risk, the buyer/seller of
the CLN is subject to counterparty risk.
CREDIT DEFAULT SWAPS. The fund may enter into credit default swaps, which are a
type of derivative transaction. In a credit default swap, the credit default
protection buyer makes periodic payments, known as premiums, to the credit
default protection seller. In return, the credit default protection seller will
make a payment to the credit default protection buyer upon the occurrence of a
specified credit event. A credit default swap can refer to a single issuer or
asset, a basket of issuers or assets, or an index of assets, each known as the
"reference obligation."
A credit default swap is designed as a means to purchase (or sell) a hedge
against the risk of default on the reference obligation. If a credit event
occurs, the seller generally must pay the buyer the par value (i.e., full
notional value) of the swap in exchange for an equal face amount of deliverable
obligations of the reference obligation, or the seller may be required to
deliver the related net cash amount, if the swap is cash settled.
The fund may be either the buyer or seller in a credit default swap. If the
fund is a buyer and no credit event occurs, the fund may recover nothing if the
swap is held through its termination date. However, if a credit event occurs,
the fund generally may elect to receive the full notional value of the swap in
exchange for an equal face amount of the reference obligation, the value of
which may have significantly decreased. As a seller, the fund generally would
receive an upfront payment or a fixed rate of income throughout the term of
22
Investment objective and principal investment strategies
the swap provided that there is no credit event. As the seller, the fund would
effectively add leverage to its portfolio because, in addition to its total net
assets, the fund would be subject to investment exposure on the notional amount
of the swap.
EVENT-LINKED SWAPS. The fund may obtain event-linked exposure by investing in
event-linked swaps, which are similar to credit default swaps but typically are
contingent, or formulaically related to defined trigger events. Trigger events
include hurricanes, earthquakes and weather-related phenomena, including
statistics relating to such events. If a trigger event occurs, the fund may
lose the swap's notional amount. As derivative instruments, event-linked swaps
are subject to risks in addition to the risks of investing in event-linked
bonds, including counterparty risk and leverage risk.
INVERSE FLOATING RATE OBLIGATIONS. The fund may invest in inverse floating rate
obligations. The interest rate on inverse floating rate obligations will
generally decrease as short-term interest rates increase, and increase as
short-term rates decrease. Due to their leveraged structure, the sensitivity of
the market value of an inverse floating rate obligation to changes in interest
rates is generally greater than a comparable long-term bond issued by the same
issuer and with similar credit quality, redemption and maturity provisions.
Inverse floating rate obligations may be volatile and involve leverage risk.
OTHER INVESTMENT COMPANIES
The fund may invest in the securities of other investment companies, including
exchange-traded funds and money market funds, to the extent that such
investments are consistent with the fund's investment objective and policies
and permissible under the 1940 Act. The fund may also invest without limit in
money market funds. The fund, as a holder of the securities of other investment
companies, will bear its pro rata portion of the other investment companies'
expenses, including advisory fees. These expenses will be in addition to the
direct expenses incurred by the fund.
EXCHANGE-TRADED FUNDS. Subject to the fund's limitations on investment in other
investment companies, the fund may invest in exchange-traded funds ("ETFs").
ETFs, such as SPDRs, PowerShares QQQ(TM) (QQQQs), iShares and various country
index funds, are funds whose shares are traded on a national exchange. ETFs may
be based on underlying equity or fixed income securities. SPDRs, for example,
seek to provide investment results that generally correspond to the performance
of the component common stocks of the S&P(Reg. TM) 500 Index. ETFs do not sell
individual shares directly to investors and only issue their shares in large
blocks known as "creation units." The investor purchasing a creation unit may
sell the individual shares on a secondary market. Therefore, the liquidity of
ETFs depends on the adequacy of the secondary market. There can be no assurance
that an ETF's investment objective will be achieved. ETFs based on an index may
not replicate and maintain exactly the composition and relative weightings of
securities in the index. ETFs are subject to the risks of investing in the
underlying securities. The fund, as a holder of the securities of the ETF, will
bear its pro rata portion of the ETF's expenses, including advisory fees. These
expenses are in addition to the direct expenses of the fund's own operations.
MONEY MARKET INSTRUMENTS. The fund may invest in money market instruments or a
money market fund that invests in money market instruments. Money market
instruments include short-term U.S. government securities, U.S.
dollar-denominated, high quality commercial paper (unsecured promissory notes
issued by corporations to finance their short-term credit needs), certificates
of deposit, bankers' acceptances and repurchase agreements relating to any of
the foregoing.
REVERSE REPURCHASE AGREEMENTS AND BORROWING
The fund may enter into reverse repurchase agreements pursuant to which the
fund transfers securities to a counterparty in return for cash, and the fund
agrees to repurchase the securities at a later date and generally for a higher
price. Reverse repurchase agreements are treated as borrowings by the fund, are
a form of leverage and may make the value of an investment in the fund more
volatile and increase the risks of investing in the fund. The fund also may
borrow money from banks or other lenders, including to finance repurchase
23
requests. Entering into reverse repurchase agreements and other borrowing
transactions may cause the fund to liquidate positions when it may not be
advantageous to do so in order to satisfy its obligations or meet segregation
requirements.
REPURCHASE AGREEMENTS
The fund may enter into repurchase agreements with broker-dealers, member banks
of the Federal Reserve System and other financial institutions. Repurchase
agreements are arrangements under which the fund purchases securities and the
seller agrees to repurchase the securities within a specific time and at a
specific price. The repurchase price is generally higher than the fund's
purchase price, with the difference being income to the fund. A repurchase
agreement may be considered a loan by the fund collateralized by securities.
The Adviser reviews and monitors the creditworthiness of any institution which
enters into a repurchase agreement with the fund. All repurchase agreements
entered into by the fund shall be fully collateralized with U.S. Treasury
and/or agency obligations at all times during the period of the agreement in
that the value of the collateral shall be at least equal to an amount of the
loan, including interest thereon. Collateral is held by the fund's custodian in
a segregated safekeeping account for the benefit of the fund. Repurchase
agreements afford the fund an opportunity to earn income on temporarily
available cash. In the event of commencement of bankruptcy or insolvency
proceedings with respect to the seller of the security before repurchase of the
security under a repurchase agreement, the fund may encounter delay and incur
costs before being able to sell the security. Such a delay may involve loss of
interest or a decline in price of the security. If the court characterizes the
transaction as a loan and the fund has not perfected a security interest in the
collateral, the fund may be required to return the collateral to the seller's
estate and be treated as an unsecured creditor of the seller. As an unsecured
creditor, the fund would be at risk of losing some or all of the principal and
interest involved in the transaction.
CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the fund invests substantially all of its assets to meet its
investment objective. The fund may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the fund may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. To the extent that the fund has any uninvested cash, the fund would also
be subject to risk with respect to the depository institution holding the cash.
During such periods, it may be more difficult for the fund to achieve its
investment objective. The fund may adopt a defensive strategy when the Adviser
believes securities in which the fund normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions.
SHORT-TERM TRADING
The fund usually does not trade for short-term profits. The fund will sell an
investment, however, even if it has only been held for a short time, if it no
longer meets the fund's investment criteria. If the fund does a lot of trading,
it may incur additional operating expenses, which would reduce performance, and
could cause shareowners to incur a higher level of taxable income or capital
gains.
24
Risk factors
RISK IS INHERENT IN ALL INVESTING. INVESTING IN ANY INVESTMENT COMPANY SECURITY
INVOLVES RISK, INCLUDING THE RISK THAT YOU MAY RECEIVE LITTLE OR NO RETURN ON
YOUR INVESTMENT. THEREFORE, BEFORE PURCHASING SHARES, YOU SHOULD CONSIDER
CAREFULLY THE FOLLOWING RISKS THAT YOU ASSUME WHEN YOU INVEST IN THE FUND.
GENERAL. The fund is a non-diversified, closed-end management investment
company designed primarily as a long-term investment and not as a trading tool.
The fund is not a complete investment program and should be considered only as
an addition to an investor's existing portfolio of investments. Because the
fund invests predominantly in ILS of U.S. and non-U.S. issuers, floating rate
loans, and high yield debt securities, an investment in the fund's shares is
speculative in that it involves a high degree of risk. Due to uncertainty
inherent in all investments, there can be no assurance that the fund will
achieve its investment objective. ILS in which the fund invests may only have
limited liquidity, or may be illiquid. In addition, even though the fund will
make periodic offers to repurchase a portion of its outstanding shares to
provide some liquidity to shareholders, shareholders should consider the fund
to be an illiquid investment.
RISKS OF INVESTING IN EVENT-LINKED BONDS. The fund could lose a portion or all
of the principal it has invested in an "event-linked" bond or other ILS, and
the right to additional interest payments with respect to the security, upon
the occurrence of one or more trigger events, as defined within the terms of
the ILS. Trigger events may include natural or other perils of a specific size
or magnitude that occur in a designated geographic region during a specified
time period, and/or that involve losses or other metrics that exceed a specific
amount. Natural perils include disasters such as hurricanes, earthquakes,
windstorms, fires, floods and other weather-related occurrences, as well as
mortality or longevity events. Non-natural perils include disasters resulting
from human-related activity such as commercial and industrial accidents or
business interruptions. There is no way to accurately predict whether a trigger
event will occur and, accordingly, event-linked bonds and other ILS carry
significant risks. In addition to the specified trigger events, event-linked
bonds and other ILS may expose the fund to other risks, including but not
limited to issuer (credit) default, adverse regulatory or jurisdictional
interpretations and adverse tax consequences. In addition to the specified
trigger events, event-linked bonds and other ILS may expose the fund to other
risks, including but not limited to issuer (credit) default, adverse regulatory
or jurisdictional interpretations and adverse tax consequences. Event-linked
bonds are also subject to the risk that the model used to calculate the
probability of a trigger event was not accurate and underestimated the
likelihood of a trigger event. ILS may provide for extensions of maturity in
order to process and audit loss claims in those cases when a trigger event has,
or possibly has, occurred. Upon the occurrence or possible occurrence of a
trigger event, and until the completion of the processing and auditing of
applicable loss claims, the fund's investment in an event-linked bond may be
priced using fair value methods. Lack of a liquid market may impose the risk of
higher transaction costs and the possibility that the fund may be forced to
liquidate positions when it would not be advantageous to do so.
RISKS OF INVESTING IN STRUCTURED REINSURANCE INVESTMENTS. The fund may invest
in special purpose vehicles ("SPVs") or similar instruments structured to
comprise a portion of a reinsurer's catastrophe-oriented business, known as
quota share instruments (sometimes referred to as reinsurance sidecars), or to
provide reinsurance relating to specific risks to insurance or reinsurance
companies through a collateralized instrument, known as collateralized
reinsurance. Quota shares instruments and other structured reinsurance
investments generally will be considered illiquid securities by the fund.
Structured reinsurance investments are typically more customizable but less
liquid investments than event-linked bonds. Like event-linked bonds, an
investor in structured reinsurance investments participates in the premiums and
losses associated with underlying reinsurance contracts.
Structured reinsurance investments are subject to the same risks as
event-linked bonds. In addition, because quota share instruments represent an
interest in a basket of underlying reinsurance contracts, the fund has limited
transparency into the individual underlying contracts and therefore must rely
upon the risk assessment and sound underwriting practices of the insurer and/or
reinsurer. Accordingly, it may be more difficult for the
25
Adviser to fully evaluate the underlying risk profile of the fund's investment
in quota share instruments and therefore place the fund's assets at greater
risk of loss than if the Adviser had more complete information. Structured
reinsurance investments may be difficult to value.
Since ILS issuers typically are structured so as to be bankruptcy remote SPVs
or similar structures, it is unlikely that the fund could lose its investment
if the applicable trigger event never occurs. However, there can be no
assurance that ILS in which the fund may invest in the future will be
structured in a similar manner or that a court would uphold the intended
bankruptcy remote characterization of the structure. If ILS issued in the
future is structured in a different manner, it may be possible that the fund
would lose its entire investment in an event-linked bond even though the
applicable trigger event never occurs.
ILS MARKET AND REINVESTMENT RISK. The size of the ILS market may change over
time, which may limit the availability of ILS for investment by the fund. The
original issuance of ILS in general, including ILS with desired instrument or
risk characteristics, may fluctuate depending on the capital and capacity needs
of reinsurers as well as the demand for ILS by institutional investors. The
availability of ILS in the secondary market also may be limited by supply and
demand dynamics and prevailing economic conditions. To the extent ILS held by
the fund mature, or the fund must sell securities in connection with share
repurchases, the fund may be required to hold more cash or short-term
investments than it normally would until attractive ILS becomes available.
Holding excess cash and/or reinvestment in securities that are lower yielding
or less desirable than securities sold may negatively affect performance.
There are relatively few market participants that market reinsurance
arrangements, create SPVs and similar structures, and otherwise facilitate the
participation in the reinsurance industry by funds and other capital market
investors. Withdrawal from the industry by key market participants may affect
negatively the liquidity of the ILS market or the operation or value of ILS
structures that rely on these market participants.
MARKET RISK. The market prices of securities held by the fund may go up or
down, sometimes rapidly or unpredictably, due to general market conditions,
such as real or perceived adverse economic, political, or regulatory
conditions, inflation, changes in interest or currency rates, lack of liquidity
in the bond markets or adverse investor sentiment. In the past decade,
financial markets throughout the world have experienced increased volatility,
depressed valuations, decreased liquidity and heightened uncertainty.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts. These conditions may continue, recur, worsen or
spread. Events that have contributed to these market conditions include, but
are not limited to, major cybersecurity events; geopolitical events (including
wars and terror attacks); measures to address budget deficits; downgrading of
sovereign debt; changes in oil and commodity prices; changes in currency
exchange rates; and public sentiment. U.S. and non-U.S. governments and central
banks have provided significant support to financial markets, including by
keeping interest rates at historically low levels. The U.S. Federal Reserve is
reducing its market support activities and has begun raising interest rates.
Certain foreign governments and central banks have implemented or may implement
so-called negative interest rates (e.g., charging depositors who keep their
cash at a bank) to spur economic growth. Further Federal Reserve or other U.S.
or non-U.S. governmental or central bank actions, including interest rate
increases or contrary actions by different governments, could negatively affect
financial markets generally, increase market volatility and reduce the value
and liquidity of securities in which the fund invests. Policy and legislative
changes in the U.S. and in other countries and other events affecting global
markets, such as the United Kingdom's expected exit from the European Union (or
Brexit), are affecting many aspects of financial regulation, and may in some
instances contribute to decreased liquidity and increased volatility in the
financial markets. The impact of these changes on the markets, and the
practical implications for market participants, may not be fully known for some
time. Economies and financial markets throughout the world are increasingly
interconnected. Economic, financial or political events, trading and tariff
arrangements, terrorism, natural disasters and other circumstances in one
country or region could have profound impacts on global economies or markets.
As a
26
Risk factors
result, whether or not the fund invests in securities of issuers located in or
with significant exposure to the countries directly affected, the value and
liquidity of the fund's investments may be negatively affected. The fund may
experience a substantial or complete loss on any individual security or
derivative position.
HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These securities have a
higher risk of issuer default because, among other reasons, issuers of junk
bonds often have more debt in relation to total capitalization than issuers of
investment grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default. Changes in economic
conditions or developments regarding the individual issuer are more likely to
cause price volatility and weaken the capacity of such securities to make
principal and interest payments than is the case for higher grade debt
securities. The value of lower-quality debt securities often changes in
response to company, political, or economic developments and can decline
significantly over short as well as long periods of time or during periods of
general or regional economic difficulty. Junk bonds may also be less liquid
than higher-rated securities, which means that the fund may have difficulty
selling them at times, and it may have to apply a greater degree of judgment in
establishing a price for purposes of valuing fund shares. Junk bonds generally
are issued by less creditworthy issuers. Issuers of junk bonds may have a
larger amount of outstanding debt relative to their assets than issuers of
investment grade bonds. In the event of an issuer's bankruptcy, claims of other
creditors may have priority over the claims of junk bond holders, leaving few
or no assets available to repay junk bond holders. The fund may incur expenses
to the extent necessary to seek recovery upon default or to negotiate new terms
with a defaulting issuer. Junk bonds frequently have redemption features that
permit an issuer to repurchase the security from the fund before it matures. If
the issuer redeems junk bonds, the fund may have to invest the proceeds in
bonds with lower yields and may lose income.
INTEREST RATE RISK. The market prices of securities may fluctuate significantly
when interest rates change. When interest rates rise, the value of fixed income
securities and therefore the value of your investment in the fund generally
falls. Interest rates have been historically low, and have begun to rise, and
so the fund faces a heightened risk that interest rates may continue to rise. A
general rise in interest rates could adversely affect the price and liquidity
of fixed income securities and could also result in increased redemptions from
the fund. A change in interest rates will not have the same impact on all fixed
income securities. Generally, the longer the maturity or duration of a fixed
income security, the greater the impact of a rise in interest rates on the
security's value. For example, if interest rates increase by 1%, the value of a
fund's portfolio with a portfolio duration of ten years would be expected to
decrease by 10%, all other things being equal. Calculations of duration and
maturity may be based on estimates and may not reliably predict a security's
price sensitivity to changes in interest rates. Moreover, securities can change
in value in response to other factors affecting the issuer or markets
generally, such as credit risk. In addition, different interest rate measures
(such as short- and long-term interest rates and U.S. and foreign interest
rates), or interest rates on different types of securities or securities of
different issuers, may not necessarily change in the same amount or in the same
direction. When interest rates go down, the income received by the fund, and
the fund's yield, may decline. Also, when interest rates decline, investments
made by the fund may pay a lower interest rate, which would reduce the income
received and distributed by the fund.
Certain fixed income securities pay interest at variable or floating rates.
Variable rate securities tend to reset at specified intervals, while floating
rate securities may reset whenever there is a change in a specified index rate.
In most cases, these reset provisions reduce the impact of changes in market
interest rates on the value of the security. However, some securities do not
track the underlying index directly, but reset based on formulas that may
produce a leveraging effect; others may also provide for interest payments that
vary inversely with market rates. The market prices of these securities may
fluctuate significantly when interest rates change. Yield generated by the fund
may decline due to a decrease in market interest rates.
27
The values of securities with floating interest rates generally are less
sensitive to interest rate changes but may decline in value if their interest
rates do not rise as much, or as quickly, as prevailing interest rates. In
addition, rising interest rates can also lead to increased default rates, as
issuers of floating rate securities find themselves faced with higher payments.
Further, in the case of some instruments, if the underlying reference interest
rate does not move by at least a prescribed increment, no adjustment will occur
in the floating rate instrument's interest rate. This means that, when
prevailing interest rates increase, a corresponding increase in the
instrument's interest rate may not result and the instrument may decline in
value. Unlike fixed rate securities, floating rate securities generally will
not increase in value if interest rates decline. Changes in interest rates also
will affect the amount of interest income the fund earns on its floating rate
investments. Unlike fixed rate securities, when prevailing interest rates
decrease, the interest rate payable on floating rate investments will decrease.
The interest rates of some floating rate obligations adjust only periodically.
Between the times that interest rates on floating rate obligations adjust, the
interest rate on those obligations may not correlate to prevailing rates. That
will affect the value of the loans and may cause the net asset values of the
fund's shares to fluctuate.
CREDIT RISK. If an obligor (such as the issuer itself or a party offering
credit enhancement) for a security held by the fund fails to pay, otherwise
defaults, is perceived to be less creditworthy, becomes insolvent or files for
bankruptcy, a security's credit rating is downgraded or the credit quality or
value of an underlying asset declines, the value of your investment could
decline. If the fund enters into financial contracts (such as certain
derivatives, repurchase agreements, reverse repurchase agreements, and
when-issued, delayed delivery and forward commitment transactions), the fund
will be subject to the credit risk presented by the counterparty. In addition,
the fund may incur expenses in an effort to protect the fund's interests or to
enforce its rights. A security may change in price for a variety of reasons.
For example, floating rate securities may have final maturities of ten or more
years, but their effective durations will tend to be very short. If there is an
adverse credit event, or a perceived change in the issuer's creditworthiness,
these securities could experience a far greater negative price movement than
would be predicted by the change in the security's yield in relation to their
effective duration. The fund evaluates the credit quality of issuers and
counterparties prior to investing in securities. Credit risk is broadly gauged
by the credit ratings of the securities in which the fund invests. However,
ratings are only the opinions of the companies issuing them and are not
guarantees as to quality. Securities rated in the lowest category of investment
grade (Baa/BBB) may possess certain speculative characteristics.
PREPAYMENT OR CALL RISK. Many fixed income securities give the issuer the
option to prepay or call the security prior to its maturity date. Issuers often
exercise this right when interest rates fall. Accordingly, if the fund holds a
fixed income security that can be prepaid or called prior to its maturity date,
it will not benefit fully from the increase in value that other fixed income
securities generally experience when interest rates fall. Upon prepayment of
the security, the fund also would be forced to reinvest the proceeds at then
current yields, which would be lower than the yield of the security that was
prepaid or called. In addition, if the fund purchases a fixed income security
at a premium (at a price that exceeds its stated par or principal value), the
fund may lose the amount of the premium paid in the event of prepayment.
RISK OF ILLIQUID INVESTMENTS. Certain securities or derivatives held by the
fund may be impossible or difficult to purchase or dispose of at a fair price
at the times when the fund believes it is desirable to do so. The market price
of illiquid securities generally is more volatile than that of more liquid
securities, which may adversely affect the price that the fund pays for or
recovers upon the sale of illiquid securities. Illiquid securities are also
more difficult to value and the Adviser's judgment may play a greater role in
the valuation process. Investment of the fund's assets in illiquid securities
may restrict the fund's ability to take advantage of market opportunities. The
risks associated with illiquid securities may be particularly acute in
situations in which the fund's operations require cash and could result in the
fund borrowing to meet its short-term needs or incurring losses on the sale of
illiquid securities. Markets may become illiquid when, for instance, there are
few, if any,
28
Risk factors
interested buyers and sellers or when dealers are unwilling to make a market
for certain securities or when dealer market-making capacity is otherwise
reduced, and this is more likely to occur as a result of the reduction of
market support activity by the Federal Reserve.
RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments and difficult
to value. Market quotations for these securities may be volatile and/or subject
to large spreads between bid and ask prices. No active trading market may exist
for many floating rate loans, and many loans are subject to restrictions on
resale. Any secondary market may be subject to irregular trading activity and
extended trade settlement periods. An economic downturn generally leads to a
higher non-payment rate, and a loan may lose significant value before a default
occurs.
When the fund invests in a loan participation, the fund does not have a direct
claim against the borrower and must rely upon an intermediate participant to
enforce any rights against the borrower. As a result, the fund is subject to
the risk that an intermediate participant between the fund and the borrower
will fail to meet its obligations to the fund, in addition to the risk that the
issuer of the loan will default on its obligations. Also the fund may be
regarded as the creditor of the agent lender (rather than the borrower),
subjecting the fund to the creditworthiness of the lender as well as the
borrower.
There is less readily available, reliable information about most senior loans
than is the case for many other types of securities. Although the features of
senior loans, including being secured by collateral and having priority over
other obligations of the issuer, reduce some of the risks of investment in
below investment grade securities, the loans are subject to significant risk.
The Adviser believes, based on its experience, that senior floating rate loans
generally have more favorable loss recovery rates than most other types of
below investment grade obligations. However, there can be no assurance that the
fund's actual loss recovery experience will be consistent with the Adviser's
prior experience or that the senior loans in which the fund invests will
achieve any specific loss recovery rate.
Loans may take longer than seven days to settle, potentially leading to the
sale proceeds of loans not being available to meet redemptions for a
substantial period of time after the sale of the loans. To the extent that sale
proceeds of loans are not available, the fund may sell securities that have
shorter settlement periods or may access other sources of liquidity to meet
redemption requests.
Second lien loans generally are subject to similar risks as those associated
with senior loans. Because second lien loans are subordinated or unsecured and
thus lower in priority on payment to senior loans, they are subject to the
additional risk that the cash flow of the borrower and property securing the
loan or debt, if any, may be insufficient to meet scheduled payments after
giving effect to the senior secured obligations of the borrower. This risk is
generally higher for subordinated unsecured loans or debt, which are not backed
by a security interest in any specific collateral. Second lien loans generally
have greater price volatility than senior loans and may be less liquid.
Certain floating rate loans and other corporate debt securities involve
refinancings, recapitalizations, mergers and acquisitions, and other financings
for general corporate purposes. Other loans are incurred in restructuring or
"work-out" scenarios, including debtor-in-possession facilities in bankruptcy.
Loans in restructuring or similar scenarios may be especially vulnerable to the
inherent uncertainties in restructuring processes. In addition, the highly
leveraged capital structure of the borrowers in any of these transactions,
whether acquisition financing or restructuring, may make the loans especially
vulnerable to adverse economic or market conditions and the risk of default.
Loans may not be considered "securities," and purchasers, such as the fund,
therefore may not be entitled to rely on the anti-fraud protections afforded by
federal securities laws.
COLLATERAL RISK. The value of collateral, if any, securing a floating rate loan
can decline, and may be insufficient to meet the issuer's obligations or may be
difficult to liquidate. In addition, the fund's access to collateral may be
limited by bankruptcy or other insolvency laws. These laws may be less
developed and more cumbersome
29
with respect to the fund's non-U.S. floating rate investments. Floating rate
loans may not be fully collateralized or may be uncollateralized.
Uncollateralized loans involve a greater risk of loss. In the event of a
default, the fund may have difficulty collecting on any collateral and would
not have the ability to collect on any collateral for an uncollateralized loan.
In addition, the lender's security interest or their enforcement of their
security interest under the loan agreement may be found by a court to be
invalid or the collateral may be used to pay other outstanding obligations of
the borrower. Further, the fund's access to collateral, if any, may be limited
by bankruptcy law. To the extent that a loan is collateralized by stock of the
borrower or its affiliates, this stock may lose all or substantially all of its
value in the event of bankruptcy of the borrower. Loans that are obligations of
a holding company are subject to the risk that, in a bankruptcy of a subsidiary
operating company, creditors of the subsidiary may recover from the
subsidiary's assets before the lenders to the holding company would receive any
amount on account of the holding company's interest in the subsidiary.
RISK OF DISADVANTAGED ACCESS TO CONFIDENTIAL INFORMATION. The issuer of a
floating rate loan may offer to provide material, non-public information about
the issuer to investors, such as the fund. Normally, the Adviser will seek to
avoid receiving this type of information about the issuer of a loan either held
by, or considered for investment by, the fund. The Adviser's decision not to
receive the information may place it at a disadvantage, relative to other loan
investors, in assessing a loan or the loan's issuer. For example, in instances
where holders of floating rate loans are asked to grant amendments, waivers or
consents, the Adviser's inability to assess the impact of these actions may
adversely affect the value of the portfolio. For this and other reasons, it is
possible that the Adviser's decision not to receive material, non-public
information under normal circumstances could adversely affect the fund's
investment performance.
RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on subordinated securities than more
senior securities.
U.S. TREASURY OBLIGATIONS RISK. The market value of direct obligations of the
U.S. Treasury may vary due to changes in interest rates. In addition, changes
to the financial condition or credit rating of the U.S. government may cause
the value of the fund's investments in obligations issued by the U.S. Treasury
to decline.
U.S. GOVERNMENT AGENCY OBLIGATIONS RISK. The fund invests in obligations issued
by agencies and instrumentalities of the U.S. government. Government-sponsored
entities such as FNMA, FHLMC and the FHLBs, although chartered or sponsored by
Congress, are not funded by congressional appropriations and the debt and
mortgage-backed securities issued by them are neither guaranteed nor issued by
the U.S. government. The maximum potential liability of the issuers of some
U.S. government obligations may greatly exceed their current resources,
including any legal right to support from the U.S. government. Such debt and
mortgage-backed securities are subject to the risk of default on the payment of
interest and/or principal, similar to debt of private issuers. Although the
U.S. government has provided financial support to FNMA and FHLMC in the past,
there can be no assurance that it will support these or other
government-sponsored entities in the future.
RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the fund
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
less rigorous disclosure or accounting standards or regulatory practices
30
Risk factors
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
changing market, the Adviser may not be able to sell the fund's securities at
times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
fund's investments, or its ability to convert non-U.S. currencies to U.S.
dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
the securities markets
oIt may be difficult for the fund to pursue claims or enforce judgments against
a foreign bank, depository or issuer of a security, or any of their agents, in
the courts of a foreign country
oWithholding and other non-U.S. taxes may decrease the fund's return. The value
of the fund's foreign investments also may be affected by U.S. tax
considerations and restrictions in receiving investment proceeds from a
foreign country
oSome markets in which the fund may invest are located in parts of the world
that have historically been prone to natural disasters that could result in a
significant adverse impact on the economies of those countries and investments
made in those countries
oIt is often more expensive for the fund to buy, sell and hold securities in
certain foreign markets than in the United States
oA governmental entity may delay, or refuse or be unable to pay, interest or
principal on its sovereign debt due to cash flow problems, insufficient
foreign currency reserves, political considerations, the relative size of the
governmental entity's debt position in relation to the economy or the failure
to put in place economic reforms
oInvesting in depositary receipts is subject to many of the same risks as
investing directly in non-U.S. issuers. Depositary receipts may involve higher
expenses and may trade at a discount (or premium) to the underlying security.
In addition, depositary receipts may not pass through voting and other
shareholder rights, and may be less liquid than the underlying securities
listed on an exchange
oA number of countries in the European Union (EU) have experienced, and may
continue to experience, severe economic and financial difficulties. Additional
EU member countries may also fall subject to such difficulties. A number of
countries in Europe have suffered terror attacks, and additional attacks may
occur in the future. In addition, voters in the United Kingdom have approved
withdrawal from the EU. Other countries may seek to withdraw from the EU
and/or abandon the euro, the common currency of the EU. These events could
negatively affect the value and liquidity of the fund's investments,
particularly in euro-denominated securities and derivative contracts,
securities of issuers located in the EU or with significant exposure to EU
issuers or countries
Additional risks of investing in emerging markets include:
oThe extent of economic development, political stability, market depth,
infrastructure, capitalization and regulatory oversight can be less than in
more developed markets
oEmerging market countries may experience rising interest rates, or, more
significantly, rapid inflation or hyperinflation
oThe fund could experience a loss from settlement and custody practices in some
emerging markets
oThe possibility that a counterparty may not complete a currency or securities
transaction
oLow trading volumes may result in a lack of liquidity and in extreme price
volatility
31
oSanctions or other government actions against a foreign nation could
negatively impact the fund's investments in securities that have exposure to
that nation
oChina and other developing market Asia-Pacific countries may be subject to
considerable degrees of economic, political and social instability
DERIVATIVES RISK. Using futures, options and other derivatives exposes the fund
to special risks and costs and may result in losses to the fund, even when used
for hedging purposes. Using derivatives can increase losses and reduce
opportunities for gain when market prices, interest rates or currencies, or the
derivative instruments themselves, behave in a way not anticipated by the fund,
especially in abnormal market conditions. Using derivatives can have a
leveraging effect (which may increase investment losses) and increase the
fund's volatility, which is the degree to which the fund's share price may
fluctuate within a short time period. Certain derivatives have the potential
for unlimited loss, regardless of the size of the fund's initial investment. If
changes in a derivative's value do not correspond to changes in the value of
the fund's other investments or do not correlate well with the underlying
assets, rate or index, the fund may not fully benefit from, or could lose money
on, or could experience unusually high expenses as a result of, the derivative
position. The other parties to certain derivative transactions present the same
types of credit risk as issuers of fixed income securities. Derivatives also
tend to involve greater liquidity risk and they may be difficult to value. The
fund may be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivatives will not have liquidity beyond the counterparty to
the instrument. Use of derivatives or similar instruments may have different
tax consequences for the fund than an investment in the underlying security,
and those differences may affect the amount, timing and character of income
distributed to shareholders. The fund's use of derivatives may also increase
the amount of taxes payable by shareholders. Risks associated with the use of
derivatives are magnified to the extent that a an increased portion of the
fund's assets are committed to derivatives in general or are invested in just
one or a few types of derivatives.
The U.S. government and foreign governments are in the process of adopting and
implementing regulations governing derivative markets, including mandatory
clearing of certain derivatives, margin and reporting requirements. The
ultimate impact of the regulations remains unclear. Additional regulation of
derivatives may make derivatives more costly, may limit their availability or
utility or otherwise adversely affect their performance, or may disrupt
markets. The fund may be exposed to additional risks as a result of the
additional regulations. The extent and impact of the regulations are not yet
fully known and may not be for some time. In addition, the SEC has proposed a
new rule that would change the regulation of the use of derivatives by
registered investment companies, such as the fund. If the proposed rule takes
effect, it could limit the ability of the fund to invest in derivatives.
There are several risks associated with the use of futures contracts and
futures options. A purchase or sale of a futures contract may result in losses
in excess of the amount invested in the futures contract. While the fund may
enter into futures contracts and options on futures contracts for hedging
purposes, the use of futures contracts and options on futures contracts might
result in a poorer overall performance for the fund than if it had not engaged
in any such transactions. There may be an imperfect correlation between the
fund's portfolio holdings and futures contracts or options on futures contracts
entered into by the fund, which may prevent the fund from achieving the
intended hedge or expose the fund to risk of loss. The degree of imperfection
of correlation depends on circumstances such as variations in market demand for
futures, futures options and the related securities, including technical
influences in futures and futures options trading, and differences between the
securities markets and the securities underlying the standard contracts
available for trading. Further, the fund's use of futures contracts and options
on futures contracts to reduce risk involves costs and will be subject to the
Adviser's ability to predict correctly changes in interest rate relationships
or other factors.
Under an interest rate swap agreement, the payment obligations, if any, of the
fund and the counterparty are netted against each other, resulting in a net
payment due either from the fund or the counterparty. Depending on whether the
fund would be entitled to receive payments from the counterparty on a swap or
cap, which in
32
Risk factors
turn would depend on the general state of short-term interest rates at that
point in time, a default by a counterparty could negatively impact the fund's
overall performance. In addition, at the time an interest rate swap or cap
transaction reaches its scheduled termination date, there is a risk that the
fund would not be able to obtain a replacement transaction or that the terms of
the replacement would not be as favorable as on the expiring transaction. If
this occurs, it could have a negative impact on the fund's performance.
The use of interest rate swaps and caps is a highly specialized activity that
involves investment techniques and risks different from those associated with
ordinary portfolio security transactions. Depending on the state of interest
rates in general, the fund's use of interest rate swaps or caps could enhance
or harm the fund's overall performance. To the extent there is a decline in
interest rates, the value of the interest rate swap or cap could decline, and
could result in a decline in the fund's net asset value. In addition, if
short-term interest rates are lower than the fund's fixed rate of payment on
the interest rate swap, the swap will reduce the fund's net earnings. If, on
the other hand, short-term interest rates are higher than the fixed rate of
payment on the interest rate swap, the swap will enhance the fund's net
earnings. Buying interest rate caps could enhance the fund's performance by
providing a maximum leverage expense. Buying interest rate caps could also
decrease the fund's net earnings in the event that the premium paid by the fund
to the counterparty exceeds the additional amount the fund would have been
required to pay had it not entered into the cap agreement.
Interest rate swaps and caps do not involve the delivery of securities or other
underlying assets or principal. Accordingly, the risk of loss with respect to
interest rate swaps is limited to the net amount of interest payments that the
fund is contractually obligated to make and any termination payments
potentially owed by the fund. If the counterparty defaults, the fund would not
be able to use the anticipated net receipts under the swap or cap to offset
interest payments on borrowings. Depending on whether the fund would be
entitled to receive payments from the counterparty on the swap or cap, which in
turn would depend on the general state of short-term interest rates at that
point in time, such a default could negatively impact the fund's performance.
The fund will be required to maintain its positions with a clearing
organization through one or more clearing brokers. The clearing organization
will require the fund to post margin and the broker may require the fund to
post additional margin to secure the fund's obligations. The amount of margin
required may change from time to time. In addition, cleared transactions may be
more expensive to maintain than over-the-counter transactions and may require
the fund to deposit larger amounts of margin. The fund may not be able to
recover margin amounts if the broker has financial difficulties. Also, the
broker may require the fund to terminate a derivatives position under certain
circumstances. This may cause the fund to lose money. The fund's ability to use
certain derivative instruments currently is limited by Commodity Futures
Trading Commission rules.
CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve heightened risks and may result in losses to the fund.
Credit default swaps may in some cases be illiquid and difficult to value, and
they increase credit risk since the fund has exposure to both the issuer of the
referenced obligation and the counterparty to the credit default swap. If the
fund buys a credit default swap, it will be subject to the risk that the credit
default swap may expire worthless, as the credit default swap would only
generate income in the event of a default on the underlying debt security or
other specified event. As a buyer, the fund would also be subject to credit
risk relating to the seller's payment of its obligations in the event of a
default (or similar event). If the fund sells a credit default swap, it will be
exposed to the credit risk of the issuer of the obligation to which the credit
default swap relates. As a seller, the fund would also be subject to leverage
risk, because it would be liable for the full notional amount of the swap in
the event of default (or similar event). Swaps may be difficult to unwind or
terminate. Certain index-based credit default swaps are structured in tranches,
whereby junior tranches assume greater default risk than senior tranches. The
absence of a central exchange or market for swap transactions may lead, in some
instances, to difficulties in trading and valuation, especially in the event of
market disruptions. New regulations require many kinds of swaps to be executed
through a centralized exchange or regulated facility and be cleared through a
regulated clearinghouse. Although this clearing mechanism is generally expected
to reduce counterparty credit risk, it may disrupt or limit the swap market and
may not result in swaps being easier to trade or value. As swaps become more
33
standardized, the fund may not be able to enter into swaps that meet its
investment needs. The fund also may not be able to find a clearinghouse willing
to accept the swaps for clearing. In a cleared swap, a central clearing
organization will be the counterparty to the transaction. The fund will assume
the risk that the clearinghouse may be unable to perform its obligations. The
new regulations may make using swaps more costly, may limit their availability
or may otherwise adversely affect their value or performance.
RISKS OF INVERSE FLOATING RATE OBLIGATIONS. The interest rate on inverse
floating rate obligations will generally decrease as short-term interest rates
increase, and increase as short-term rates decrease. Due to their leveraged
structure, the sensitivity of the market value of an inverse floating rate
obligation to changes in interest rates is generally greater than a comparable
long-term bond issued by the same issuer and with similar credit quality,
redemption and maturity provisions. Inverse floating rate obligations may be
volatile and involve leverage risk.
LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the fund borrows or uses derivatives or other
investments that have embedded leverage. Leverage generally magnifies the
effect of any increase or decrease in the value of the fund's underlying assets
or creates investment risk with respect to a larger pool of assets than the
fund would otherwise have, potentially resulting in the loss of all assets.
Engaging in such transactions may cause the fund to liquidate positions when it
may not be advantageous to do so to satisfy its obligations or meet segregation
requirements.
MORTGAGE DOLLAR ROLL TRANSACTIONS RISK. The benefits to the fund from mortgage
dollar roll transactions depend upon the Adviser's ability to forecast mortgage
prepayment patterns on different mortgage pools. The fund may lose money if,
during the period between the time it agrees to the forward purchase of the
mortgage securities and the settlement date, these securities decline in value
due to market conditions or prepayments on the underlying mortgages.
RISKS OF ZERO COUPON BONDS AND PAYMENT IN KIND SECURITIES. Zero coupon bonds
(which do not pay interest until maturity) and payment in kind securities
(which pay interest in the form of additional securities) may be more
speculative and may fluctuate more in value than securities which pay income
periodically and in cash. These securities are more likely to respond to
changes in interest rates than other securities that have similar maturities
and credit quality. These securities are more sensitive to the credit quality
of the underlying issuer. Payment in kind securities may be difficult to value
because their continuing accruals require judgments about the collectability of
the deferred payments and the value of any collateral. Unlike bonds that pay
interest throughout the period to maturity, the fund generally will realize no
cash until maturity and, if the issuer defaults, the fund may obtain no return
at all on its investment. In addition, although the fund receives no periodic
cash payments on such securities, the fund is deemed for tax purposes to
receive income from such securities, which applicable tax rules require the
fund to distribute to shareholders. Such distributions may be taxable when
distributed to shareholders and, in addition, could reduce the fund's reserve
position and require the fund to sell securities and incur a gain or loss at a
time it may not otherwise want in order to provide the cash necessary for these
distributions.
TAX AND REGULATED INVESTMENT COMPANY QUALIFICATION RISK. As described in more
detail below, in order to qualify for the favorable tax treatment generally
available to regulated investment companies, at least 90% of the fund's gross
income each taxable year must consist of qualifying income, the fund must meet
certain asset diversification tests at the end of each fiscal quarter, and the
fund must meet certain distribution requirements for each taxable year.
The tax treatment of certain ILS is not entirely clear. Certain of the fund's
investments (including, potentially, certain ILS) may generate income that is
not qualifying income. The fund might generate more non-qualifying income than
anticipated, might not be able to generate qualifying income in a particular
taxable year at levels sufficient to meet the qualifying income test, or might
not be able to determine the percentage of qualifying income it has derived for
a taxable year until after year-end. The fund may determine not to make an
investment
34
Risk factors
that it otherwise would have made, or may dispose of an investment it otherwise
would have retained (potentially resulting in the recognition of taxable gain
or loss, and potentially under disadvantageous circumstances), in an effort to
meet the qualifying income test.
Certain investments made by the fund (including certain ILS) may be treated as
equity in passive foreign investment companies ("PFICs") for federal income tax
purposes. In general, a PFIC is a foreign corporation (i) that receives at
least 75% of its annual gross income from passive sources (such as interest,
dividends, certain rents and royalties, or capital gains) or (ii) where at
least 50% of its assets (computed based on average fair market value) either
produce or are held for the production of passive income. If the fund acquires
any equity interest in a PFIC, the fund could be subject to U.S. federal income
tax and additional interest charges on "excess distributions" received from the
PFIC or on gain from the sale of stock in the PFIC, even if all income or gain
actually received by the fund is timely distributed to its shareholders. The
fund would not be able to pass through to its shareholders any credit or
deduction for such a tax. A "qualified electing fund" election or a "mark to
market" election may be available that would ameliorate these adverse tax
consequences, but such elections could require the fund to recognize taxable
income or gain (which would be subject to the distribution requirements
applicable to regulated investment companies, as described above) without the
concurrent receipt of cash. In order to satisfy the distribution requirements
and avoid a tax on the fund, the fund may be required to liquidate portfolio
securities that it might otherwise have continued to hold (potentially
resulting in the recognition of taxable gain or loss, and potentially under
disadvantageous circumstances), or the fund may be required to borrow cash.
Under proposed Treasury regulations, certain income derived by the fund for a
taxable year from a PFIC with respect to which the fund has made a qualified
electing fund election would generally constitute qualifying income only to the
extent the PFIC makes distributions in respect of that income to the fund for
that taxable year. Gains from the sale of stock of PFICs may also be treated as
ordinary income. In order for the fund to make a qualified electing fund
election with respect to a PFIC, the PFIC would have to agree to provide
certain tax information to the fund on an annual basis, which it might not
agree to do. The fund may limit and/or manage its holdings in PFICs to limit
its tax liability or maximize its after-tax return from these investments.
If a sufficient portion of the interests in a foreign issuer (including certain
ILS issuers) is held or deemed held by the fund, independently or together with
certain other U.S. persons, that issuer may be treated as a "CFC" with respect
to the fund, in which case the fund will be required to take into account each
year, as ordinary income, its share of certain portions of that issuer's
income, whether or not such amounts are distributed. The fund may have to
dispose of its portfolio securities (potentially resulting in the recognition
of taxable gain or loss, and potentially under disadvantageous circumstances)
to generate cash, or may have to borrow the cash, to meet its distribution
requirements and avoid fund-level taxes. Under proposed Treasury regulations,
certain income derived by the fund from a CFC for a taxable year would
generally constitute qualifying income only to the extent the CFC makes
distributions in respect of that income to the fund for that taxable year. In
addition, some fund gains on the disposition of interests in such an issuer may
be treated as ordinary income. The fund may limit and/or manage its holdings in
issuers that could be treated as controlled foreign corporations in order to
limit its tax liability or maximize its after-tax return from these
investments.
If the fund were to fail to qualify for treatment as a regulated investment
company, it would generally be taxed in the same manner as an ordinary
corporation, and distributions to its shareholders generally would not be
deductible by the fund in computing its taxable income. Under certain
circumstances, the fund may be able to cure a failure to meet the qualifying
income test or the diversification test if such failure was due to reasonable
cause and not willful neglect, but in order to do so the fund may incur a
significant penalty tax that would reduce (and potentially could eliminate) the
fund's returns.
VALUATION RISK. The sales price the fund could receive for any particular
portfolio investment may differ from the fund's valuation of the investment,
particularly for securities that trade in thin or volatile markets. If markets
make it difficult to value some investments, the fund may value these
investments using more subjective methods, such as fair value methodologies.
Investors who purchase or redeem fund shares on days when
35
the fund is holding fair-valued securities may receive fewer or more shares or
lower or higher sale proceeds than they would have received if the fund had not
fair-valued the securities or had used a different valuation methodology. The
value of foreign securities, certain fixed income securities and currencies, as
applicable, may be materially affected by events after the close of the market
on which they are valued, but before the fund determines its net asset value.
The fund's ability to value its investments may also be impacted by
technological issues and/or errors by pricing services or other third party
service providers.
CONCENTRATION RISK. A fund that invests a significant percentage of its assets
in a single industry may be particularly susceptible to adverse economic,
regulatory or other events affecting that industry and may be more risky than a
fund that does not concentrate in an industry.
Industries in the financial segment, such as insurance companies, may be
sensitive to changes in interest rates and general economic activity and are
generally subject to extensive government regulation.
NON-DIVERSIFICATION RISK. The fund is not diversified, which means that it can
invest a higher percentage of its assets in the securities of any one or more
issuers than a diversified fund. Being non-diversified may magnify the fund's
losses from adverse events affecting a particular issuer.
CYBERSECURITY RISK. Cybersecurity failures or breaches by the fund's adviser,
transfer agent, distributor, custodian, fund accounting agent and other service
providers may disrupt fund operations, interfere with the fund's ability to
calculate its NAV, prevent fund shareholders from purchasing and redeeming
shares or receiving distributions, cause loss of or unauthorized access to
private shareholder information, and result in financial losses, regulatory
fines, penalties, reputational damage, or additional compliance costs.
Substantial costs may be incurred in order to prevent any cyber incidents in
the future. The fund and its shareholders could be negatively impacted as a
result.
EXPENSE RISK. Your actual costs of investing in the fund may be higher than the
expenses shown in "Annual Fund Operating Expenses" for a variety of reasons.
For example, expense ratios may be higher than those shown if overall net
assets decrease. Net assets are more likely to decrease and fund expense ratios
are more likely to increase when markets are volatile.
PORTFOLIO SELECTION RISK. The Adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.
REPURCHASE OFFERS RISK. The fund is an "interval fund" and, in order to provide
some liquidity to shareholders, will make periodic offers to repurchase between
5% and 25% of its outstanding shares at NAV, pursuant to Rule 23c-3 under the
1940 Act. The fund believes that these repurchase offers are generally
beneficial to the fund's shareholders, and repurchases generally will be funded
from available cash or sales of portfolio securities. However, repurchase
offers and the need to fund repurchase obligations may affect the ability of
the fund to be fully invested or force the fund to maintain a higher percentage
of its assets in liquid investments, which may harm the fund's investment
performance. Moreover, reduction in the size of the fund through repurchases
may result in untimely sales of portfolio securities (with associated imputed
transaction costs, which may be significant), and may limit the ability of the
fund to participate in new investment opportunities or to achieve its
investment objective. The fund does not anticipate employing investment
leverage, but if it were to do so in the future, repurchases of shares may
compound the adverse effects of leverage in a declining market. In addition, if
the fund borrows money to finance repurchases, interest on that borrowing will
negatively affect shareholders who do not request that their shares be
repurchased by increasing fund expenses and reducing any net investment income.
If a repurchase offer is oversubscribed and the fund determines not to
repurchase additional shares beyond the repurchase offer amount, or if
shareholder repurchase requests are in an amount of shares greater than that
which the fund is entitled to repurchase, the fund will repurchase shares on a
pro rata basis, and shareholders will have to wait until the next repurchase
offer to make another repurchase request. As a result, shareholders may be
unable to liquidate all or a given percentage of their investment in
36
Risk factors
the fund at NAV during a particular repurchase offer. Some shareholders, in
anticipation of proration, may submit more shares for repurchase than they wish
to have repurchased in a particular quarter, thereby increasing the likelihood
that proration will occur. A shareholder may be subject to market and other
risks, and the NAV of shares submitted for repurchase in a repurchase offer may
decline to the extent there is any delay between the repurchase request
deadline and the date on which the NAV for such shares is determined. In
addition, the repurchase of shares by the fund may be a taxable event to
shareholders.
ANTI-TAKEOVER PROVISIONS. The fund's Agreement and Declaration of Trust and
by-laws include provisions that could limit the ability of other entities or
persons to acquire control of the fund or convert the fund to open-end status.
37
Management of the fund
TRUSTEES AND OFFICERS
The fund's Board of Trustees provides broad supervision over the affairs of the
fund. The officers of the fund are responsible for the fund's operations. The
Trustees and officers of the fund, together with their principal occupations
and other affiliations during the past five years, are listed in the Statement
of Additional Information. Each of the Trustees serves as a Trustee of other
U.S. registered investment portfolios for which the Adviser serves as
investment adviser.
INVESTMENT ADVISER
The fund has contracted with the Adviser to act as its investment adviser with
respect to all investments of the fund. The Adviser 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. As of December 31, 2018, Amundi had more than $1.6 trillion in
assets under management worldwide. As of December 31, 2018, Amundi Pioneer (and
its U.S. affiliates) had over $80 billion in assets under management. Certain
Trustees or officers of the fund are also directors and/or officers of certain
of Amundi's subsidiaries, including the Adviser. The address of the Adviser is
60 State Street, Boston, Massachusetts 02109.
The Adviser is responsible for managing the fund's overall investment program,
supervising the fund's overall compliance program and providing for the general
management of the business affairs of the fund.
ADVISORY AGREEMENT
Under the terms of the advisory agreement (the "Advisory Agreement"), the fund
will pay to the Adviser monthly, as compensation for the services rendered and
expenses paid by it, a fee equal on an annual basis to 1.75% of the fund's
average daily net assets. This fee is accrued daily and paid monthly.
A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the fund's annual report to shareholders
for the period ended October 31, 2018.
ADMINISTRATION AGREEMENT
The fund has entered in an administration agreement with the Adviser, pursuant
to which the Adviser will provide certain administrative and accounting
services to the fund. Amundi Pioneer is reimbursed for its cost of providing
such services. The cost of providing these services is based on direct costs
and costs of overhead, subject to review by the Board of Trustees.
Under the terms of the administration agreement with the fund, the Adviser pays
or reimburses the fund for expenses relating to its services for the fund, with
the exception of the following, which are to be paid by the fund: (a) charges
and expenses for fund accounting, pricing and appraisal services and related
overhead, including, to the extent such services are performed by personnel of
the Adviser, or its affiliates, office space and facilities and personnel
compensation, training and benefits; (b) the charges and expenses of auditors;
(c) the charges and expenses of any custodian, transfer agent, plan agent,
dividend disbursing agent and registrar appointed by the fund; (d) issue and
transfer taxes, chargeable to the fund in connection with securities
transactions to which the fund is a party; (e) insurance premiums, interest
charges, any expenses in connection with any preferred shares or other form of
leverage, dues and fees for membership in trade associations and all taxes and
corporate fees payable by the fund to federal, state or other governmental
agencies; (f) fees and expenses involved in registering and maintaining
registrations of the fund and/or its shares; (g) all expenses of shareholders'
and Trustees' meetings and of preparing, printing and distributing
prospectuses, notices, proxy statements and all reports to shareholders and to
governmental agencies; (h) charges and expenses of legal counsel to the fund
and the Trustees; (i) compensation of those Trustees of the fund who are not
affiliated with or interested persons of Pioneer, the fund (other than as
Trustees), Amundi Pioneer Asset Management USA, Inc. or Amundi Pioneer
Distributor, Inc.; (j) the cost of preparing and printing share certificates;
(k) interest on borrowed money; (l) fees payable by the fund under management
agreements and the administration agreement; and (m) extraordinary expenses.
The fund shall also assume and pay any other expense that the
38
Management of the fund
fund, the Adviser or any other agent of the fund may incur not listed above
that is approved by the Board of Trustees (including a majority of the
Independent Trustees) as being an appropriate expense of the fund. In addition,
the fund shall pay all brokers' and underwriting commissions chargeable to the
fund in connection with securities transactions to which the fund is a party.
PORTFOLIO MANAGER
Day-to-day management of the fund's portfolio is the responsibility of Chin
Liu. The portfolio manager is supported by the Adviser's fixed income team.
Members of this team manage other Pioneer funds investing primarily in fixed
income securities. The portfolio manager and the team also may draw upon the
research and investment management expertise of the global research teams,
which provide fundamental and quantitative research and include members from
one or more of Amundi Pioneer's affiliates.
Mr. Liu is a Senior Vice President and Director of Insurance-linked Securities
of Amundi Pioneer. He joined Amundi Pioneer in 2007 and has been an investment
professional since 2005. Prior to joining Amundi Pioneer, Mr. Liu was a
quantitative equity analyst for Numeric Investors and a customer investment
researcher for E*Trade Financial. Mr. Liu has served as a portfolio manager of
the fund since 2014.
The Statement of Additional Information provides additional information about
the portfolio manager's compensation, other accounts managed by the portfolio
manager and the portfolio manager's ownership of securities in the fund.
39
Dividends and distributions
The fund expects to declare and pay dividends of net investment income annually
and realized net capital gains, if any, at least annually. After the first year
of operations, the fund may pay dividends twice annually. Unless shareholders
specify otherwise, dividends will be reinvested in shares of the fund. You may
notify the Transfer Agent in writing to:
ochoose to receive dividends or distributions (or both) in cash; or
ochange the way you currently receive distributions
PLAN OF DISTRIBUTION
Amundi Pioneer Distributor, Inc. (the "Distributor") is the principal
underwriter of shares of the fund. Shares may be purchased only through the
Distributor. The Distributor acts as the distributor of the shares of the fund
on a best efforts basis, subject to various conditions, pursuant to the terms
of a distributor's contract with the fund. The Distributor is not obligated to
sell any specific amount of shares of the fund. The Distributor will also act
as agent for the fund in connection with repurchases of shares.
Shares of the fund will be continuously offered through the Distributor, as the
exclusive distributor of the fund's shares. The fund has authorized one or more
intermediaries (e.g., brokers, investment advisers, etc.) (collectively,
"intermediaries") to receive orders on its behalf. Such intermediaries are
authorized to designate other intermediaries to receive orders on the fund's
behalf. The fund will be deemed to have received an order when an authorized
broker or, if applicable, a broker's authorized designee, receives the order.
The shares will be offered at the NAV per share calculated each regular
business day.
The fund and the Distributor will have the sole right to accept orders to
purchase shares and reserve the right to reject any order in whole or in part.
Amundi Pioneer or the Distributor may waive the fund's minimum investment
requirements (see "Purchase of Shares"). Minimum investment requirements may be
waived for an investment if: (i) the investment plus the amount the investor
already owns in other Pioneer funds is at least $1 million, (ii) the investor
or intermediary represents or Amundi Pioneer determines that it is likely that
the investment will be one of a series of investments in the fund that will
total, in aggregate, at least $1 million, or (iii) Amundi Pioneer has
determined that the waiver of the investment minimum is appropriate in light
of, among other things, the investor's or intermediary's assets/assets under
management and familiarity with the fund's investment strategy.
Additional conditions may apply to investments in the fund made by shareholders
investing through financial intermediaries, programs sponsored by financial
intermediaries and retirement plans. The investment professional or
intermediary may charge you a transaction-based, administrative or other fee
for its services. These conditions and fees are in addition to those imposed by
the fund and its affiliates. You should ask your investment professional or
financial intermediary about its services and any applicable fees. In addition,
when you invest through an account that is not in your name, you generally may
buy and sell shares and complete other transactions only through the account.
Ask your investment professional or financial intermediary for more
information.
No market currently exists for the fund's shares. The fund's shares are not
listed and the fund does not currently intend to list its shares for trading on
any securities exchange, and does not anticipate that a secondary market will
develop for its shares. Neither Pioneer, nor the Distributor, intends to make
a market in the fund's shares.
The Distributor is not obligated to buy any of the shares and does not intend
to make a market in the shares.
PAYMENTS TO FINANCIAL INTERMEDIARIES
Your financial intermediary may receive compensation from Amundi Pioneer and
its affiliates for the sale of fund shares and related services, including
administrative services and transaction processing.
40
Dividends and distributions
Amundi Pioneer and its affiliates may make additional payments to your
financial intermediary. These payments may provide your financial intermediary
with an incentive to favor the Pioneer funds over other mutual funds or assist
the Distributor in its efforts to promote the sale of the fund's shares.
Financial intermediaries include broker-dealers, banks (including bank trust
departments), registered investment advisers, financial planners, retirement
plan administrators and other types of intermediaries.
Amundi Pioneer makes these additional payments (sometimes referred to as
"revenue sharing") to financial intermediaries out of its own assets, which may
include profits derived from services provided to the fund or service fees.
Amundi Pioneer may base these payments on a variety of criteria, including the
amount of sales or assets of the Pioneer funds attributable to the financial
intermediary or as a per transaction fee.
Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Amundi Pioneer determines which firms to
support and the extent of the payments it is willing to make, generally
choosing firms that have a strong capability to effectively distribute shares
of the Pioneer funds and that are willing to cooperate with Pioneer's
promotional efforts. Amundi Pioneer also may compensate financial
intermediaries (in addition to amounts that may be paid by the fund) for
providing certain administrative services and transaction processing services.
Amundi Pioneer may benefit from revenue sharing if the intermediary features
the Pioneer funds in its sales system (such as by placing certain Pioneer funds
on its preferred fund list or giving access on a preferential basis to members
of the financial intermediary's sales force or management). In addition, the
financial intermediary may agree to participate in the Distributor's marketing
efforts (such as by helping to facilitate or provide financial assistance for
conferences, seminars or other programs at which Amundi Pioneer personnel may
make presentations on the Pioneer funds to the intermediary's sales force). To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Amundi Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets. The intermediary may earn a profit on these payments if the amount of
the payment to the intermediary exceeds the intermediary's costs.
Your intermediary may charge you additional fees or commissions other than
those disclosed in this prospectus. Intermediaries may categorize and disclose
these arrangements differently than in the discussion above and in the
statement of additional information. You can ask your financial intermediary
about any payments it receives from Amundi Pioneer or the Pioneer funds, as
well as about fees and/or commissions it charges.
Amundi Pioneer and its affiliates may have other relationships with your
financial intermediary relating to the provision of services to the Pioneer
funds, such as providing omnibus account services or effecting portfolio
transactions for the Pioneer funds. If your intermediary provides these
services, Amundi Pioneer or the Pioneer funds may compensate the intermediary
for these services. In addition, your intermediary may have other relationships
with Amundi Pioneer or its affiliates that are not related to the Pioneer
funds.
41
Purchase of shares
Shares of beneficial interest in the fund are being offered on a continuous
basis at their net asset value per share. During any continuous offering,
shares may be purchased through the fund's Distributor.
Any continuous offering may be discontinued at any time. The fund and the
Distributor will have the sole right to accept orders to purchase shares and
reserve the right to reject any order in whole or in part.
The fund generally expects to accept orders to purchase shares on a quarterly
basis. However, the fund's ability to accept orders to purchase shares may be
limited, including during periods when, in the judgment of Amundi Pioneer,
appropriate investments for the fund are not available.
Shares are generally available for purchase by registered investment advisers
acting in a fiduciary capacity on behalf of their clients and by or through
other qualified intermediaries and programs sponsored by such qualified
financial intermediaries. Shares are also available to certain direct
investors, which may be individuals, trusts, foundations and other
institutional investors. Initial investments in the fund by or through a
registered investment adviser or other qualified financial intermediary are
subject to a $1,000,000 minimum per registered investment adviser or
intermediary. Initial investments in the fund by direct investors are subject
to a $1,000,000 minimum. There is no minimum investment requirement for the
following groups of direct investors: (i) current or former trustees and
officers of the fund; (ii) partners and employees of legal counsel to the fund
(at the time of initial share purchase); and (iii) certain employees of Amundi
Pioneer and its affiliates (at the time of initial share purchase) who are
qualified to invest in the fund. Registered investment advisers and other
financial intermediaries may impose different or additional minimum investment
and eligibility requirements from those of the fund. Please contact the fund's
Distributor or your registered investment adviser or other financial
intermediary for more information. Amundi Pioneer or the Distributor may waive
these minimum investment requirements.
The fund does not offer share certificates. Shares are electronically recorded.
42
Periodic repurchase offers
The fund is a closed-end "interval" fund and, to provide some liquidity and the
ability to receive NAV on a disposition of at least a portion of your shares,
makes periodic offers to repurchase shares. Except as permitted by the fund's
interval structure, no shareholder will have the right to require the fund to
repurchase its shares. No public market for shares exists, and none is expected
to develop in the future. Consequently, shareholders generally will not be able
to liquidate their investment other than as a result of repurchases of their
shares by the fund.
The fund has adopted, pursuant to Rule 23c-3 under the 1940 Act, a fundamental
policy, which cannot be changed without shareholder approval, requiring the
fund to offer to repurchase at least 5% and up to 25% of its shares at NAV on a
regular schedule. Although the policy permits repurchases of between 5% and 25%
of the fund's outstanding shares, for each repurchase offer, the fund expects
to offer to repurchase 10% of its outstanding shares unless the fund's Board of
Trustees has approved a higher or lower amount for that repurchase offer.
The fund is required to make repurchase offers every three months. Quarterly
repurchase offers occur in the months of January, April, July and October. The
date on which the repurchase price for shares is determined will occur no later
than the 14th day after the repurchase request deadline (or the next business
day, if the 14th day is not a business day).
When a repurchase offer commences, the fund sends, at least 21 days before the
repurchase request deadline, written notice to each shareholder setting forth,
among other things:
oThe percentage of outstanding shares that the fund is offering to repurchase
and how the fund will purchase shares on a pro rata basis if the offer is
oversubscribed.
oThe date on which a shareholder's repurchase request is due (the repurchase
deadline).
oThe date that will be used to determine the fund's NAV applicable to the
repurchase offer (the "repurchase date"). See "Net Asset Value" above.
oThe date by which the fund will pay to shareholders the proceeds from their
shares accepted for repurchase.
oThe NAV of the shares as of a date no more than seven days before the date of
the written notice and the means by which shareholders may ascertain the NAV.
oThe procedures by which shareholders may request that their shares be
repurchased and the right of shareholders to withdraw or modify their
repurchase requests before the repurchase request deadline.
oThe circumstances in which the fund may suspend or postpone the repurchase
offer.
This notice may be included in a shareholder report or other fund document. The
repurchase request deadline will be strictly observed. A repurchase request is
received in good order if it is properly completed and signed. If a shareholder
fails to submit a repurchase request in good order by the repurchase request
deadline, the shareholder will be unable to liquidate shares until a subsequent
repurchase offer, and will have to resubmit a request in the next repurchase
offer. Shareholders may withdraw or change a repurchase request with a proper
instruction submitted in good order at any point before the repurchase request
deadline.
DETERMINATION OF REPURCHASE PRICE AND PAYMENT FOR SHARES. The repurchase price
payable in respect of a share is equal to the share's NAV as determined no
later than the 14th day (or the next business day if the 14th day is not a
business day) (the "repurchase pricing date") following the repurchase request
deadline, and payment for all shares repurchased pursuant to these offers is
made not later than seven days after the repurchase pricing date. Under normal
circumstances, the repurchase pricing date falls ten days after the repurchase
request deadline. The fund's NAV per share may change materially between the
date a repurchase offer is mailed and the repurchase request deadline, and it
may also change materially between the repurchase
43
request deadline and repurchase pricing date. The method by which the fund
calculates NAV is discussed above under "Net Asset Value." During the period an
offer to repurchase is open, shareholders may obtain the current NAV by calling
the fund's transfer agent at 1-844-391-3034.
The fund does not currently charge a repurchase fee, and it does not currently
expect to impose a repurchase fee. However, the fund may charge a repurchase
fee of up to 2.0%, which the fund would retain to help offset non-de minimis
estimated costs related to the repurchase (such as bid to ask spreads) incurred
by the fund, directly or indirectly, as a result of repurchasing shares, thus
allocating estimated transaction costs to the shareholder whose shares are
being repurchased. The fund may introduce, or modify the amount of, a
repurchase fee at any time. The fund may also waive or reduce the repurchase
fee if the Adviser determines that the repurchase is offset by a corresponding
purchase of fund shares or if for other reasons the fund will not incur
transaction costs or will incur reduced transaction costs.
SUSPENSION OR POSTPONEMENT OF REPURCHASE OFFERS. The fund may suspend or
postpone a repurchase offer in limited circumstances set forth in Rule 23c-3
under the 1940 Act, as described below, but only with the approval of a
majority of the Trustees, including a majority of Trustees who are not
"interested persons" of the fund, as defined in the 1940 Act.
The fund may suspend or postpone a repurchase offer only: (1) if making or
effecting the repurchase offer would cause the fund to lose its status as a
regulated investment company under the Internal Revenue Code of 1986, as
amended; (2) if making or effecting the repurchase offer would cause the shares
that are subject to the offer that are either listed on a national securities
exchange or quoted in an inter-dealer quotation system of a national securities
association to be neither listed on any national securities exchange nor quoted
on any inter-dealer quotation system of a national securities association; (3)
for any period during which the NYSE or any other market in which the
securities owned by the fund are principally traded is closed, other than
customary weekend and holiday closings, or during which trading in such market
is restricted; (4) for any period during which an emergency exists as a result
of which disposal by the fund of securities owned by it is not reasonably
practicable, or during which it is not reasonably practicable for the fund
fairly to determine the value of its net assets; or (5) for such other periods
as the SEC may by order permit for the protection of shareholders of the fund.
OVERSUBSCRIBED REPURCHASE OFFERS. There is no minimum number of shares that
must be submitted for repurchase before the fund will honor repurchase
requests. However, the fund's Trustees set for each repurchase offer a maximum
percentage of shares that may be repurchased by the fund. In the event a
repurchase offer by the fund is oversubscribed, the fund may repurchase, but is
not required to repurchase, additional shares up to a maximum amount of 2% of
the outstanding shares of the fund. If the fund determines not to repurchase
additional shares beyond the repurchase offer amount, or if shareholders submit
for repurchase an amount of shares greater than that which the fund is entitled
to repurchase, the fund will repurchase the shares submitted for repurchase on
a pro rata basis.
If any shares that you wish to have repurchased by the fund are not repurchased
because of proration, you will have to wait until the next repurchase offer and
resubmit your repurchase request, and your repurchase request will not be given
any priority over other shareholders' requests. Thus, there is a risk that the
fund may not purchase all of the shares you wish to have repurchased in a given
repurchase offer or in any subsequent repurchase offer. In anticipation of the
possibility of proration, some shareholders may submit for repurchase more
shares than they wish to have repurchased in a particular quarter, increasing
the likelihood of proration.
THERE IS NO ASSURANCE THAT YOU WILL BE ABLE TO HAVE YOUR SHARES REPURCHASED BY
THE FUND WHEN OR IN THE AMOUNT THAT YOU DESIRE.
CONSEQUENCES OF REPURCHASE OFFERS. From the time the fund distributes or
publishes each repurchase offer notification until the repurchase pricing date
for that offer, the fund must maintain liquid assets at least equal to the
percentage of its shares subject to the repurchase offer. For this purpose,
"liquid assets" means
44
Periodic repurchase offers
assets that may be sold or otherwise disposed of in the ordinary course of
business, at approximately the price at which the fund values them, within the
period between the repurchase request deadline and the repurchase payment date,
or which mature by the repurchase payment date. The fund is also permitted to
borrow up to the maximum extent permitted under the 1940 Act to meet repurchase
requests.
If the fund borrows to finance repurchases, interest on that borrowing will
negatively affect shareholders who do not submit their shares for repurchase by
increasing the fund's expenses and reducing any net investment income. There is
no assurance that the fund will be able sell a significant amount of additional
shares so as to mitigate these effects.
The repurchase of shares by the fund will be a taxable event to shareholders,
potentially even to those shareholders that do not participate in the
repurchase. For a discussion of these tax consequences, see "Federal Income Tax
Matters" below and "Tax Status" in the SAI.
45
Federal income tax matters
The following is a summary discussion of certain U.S. federal income tax
consequences that may be relevant to a shareholder acquiring, holding or
disposing of shares of the fund. This discussion addresses only U.S. federal
income tax consequences to U.S. shareholders who hold their shares as capital
assets and does not address all of the U.S. federal income tax consequences
that may be relevant to particular shareholders in light of their individual
circumstances. This discussion also does not address the tax consequences to
shareholders who are subject to special rules, including, without limitation,
banks and financial institutions, insurance companies, real estate investment
trusts, other regulated investment companies, dealers in securities or foreign
currencies, foreign shareholders, shareholders who hold their shares as or in a
hedge, a constructive sale, or a conversion transaction, S corporations,
shareholders who are subject to the alternative minimum tax, shareholders whose
functional currency is not the U.S. dollar, or governments or their agencies or
instrumentalities. In addition, the discussion does not address any state,
local, or non-U.S. or non-income tax consequences, and it does not address the
effect of any treaty. The discussion reflects applicable tax laws of the United
States as of the date of this Prospectus, which tax laws may be changed or
subject to new interpretations by the courts or the Internal Revenue Service
(the "IRS") retroactively or prospectively. No attempt is made to present a
detailed explanation of all U.S. federal income tax concerns affecting the fund
and its shareholders. Investors are urged to consult their own tax advisers to
determine the specific tax consequences to them of acquiring, holding and
disposing of shares in the fund, including the applicable federal, state, local
and foreign tax consequences to them and the effect of possible changes in tax
laws.
The fund has elected to be treated, and has qualified and intends to continue
to qualify each year, as a "regulated investment company" under Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"), so that it will not
pay U.S. federal income tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company under
Subchapter M of the Code, the fund must, among other things, (i) derive at
least 90% of its gross income for each taxable year from dividends, interest,
payments with respect to certain securities loans, gains from the sale or other
disposition of stock, securities or foreign currencies, or other income
(including gains from options, futures and forward contracts) derived with
respect to its business of investing in such stock, securities or currencies,
and net income derived from an interest in a qualified publicly traded
partnership (as defined in Section 851(h) of the Code) (the "90% income test")
and (ii) diversify its holdings so that, at the end of each quarter of each
taxable year (subject to certain exceptions and special rules): (a) at least
50% of the value of the fund's total assets is represented by (1) cash and cash
items, U.S. government securities, securities of other regulated investment
companies, and (2) other securities, with such other securities limited, in
respect of any one issuer, to an amount not greater than 5% of the value of the
fund's total assets and to not more than 10% of the outstanding voting
securities of such issuer and (b) not more than 25% of the value of the fund's
total assets is invested in (1) the securities (other than U.S. government
securities and securities of other regulated investment companies) of any one
issuer, (2) the securities (other than securities of other regulated investment
companies) of two or more issuers that the fund controls and that are engaged
in the same, similar, or related trades or businesses, or (3) the securities of
one or more qualified publicly traded partnerships.
For purposes of the 90% income test, the character of income earned by any
entities in which the fund may invest that are not treated as corporations for
U.S. federal income tax purposes (e.g., partnerships other than certain
publicly traded partnerships or trusts that have not elected to be classified
as corporations under the "check-the-box" regulations) will generally pass
through to the fund. Consequently, in order to qualify as a regulated
investment company, the fund may be required to limit its equity investments in
such entities that earn fee income, rental income, insurance income or other
non-qualifying income.
If the fund qualifies as a regulated investment company and properly
distributes to its shareholders each taxable year an amount equal to or
exceeding the sum of (i) 90% of its "investment company taxable income" as that
term is defined in the Code (which includes, among other things, dividends,
taxable interest, and the excess of any net short-term capital gains over net
long-term capital losses, as reduced by certain deductible expenses) without
regard to the deduction for dividends paid and (ii) 90% of the excess of its
gross tax-exempt
46
Federal income tax matters
interest income, if any, over certain disallowed deductions, the fund generally
will not be subject to U.S. federal income tax on any income of the fund,
including "net capital gain" (the excess of net long-term capital gain over net
short-term capital loss), distributed to shareholders. However, if the fund
meets such distribution requirements, but chooses to retain some portion of its
taxable income or gains, it generally will be subject to U.S. federal income
tax at regular corporate rates on the amount retained. The fund may designate
certain amounts retained as undistributed net capital gain in a notice to its
shareholders, who (i) will be required to include in income for U.S. federal
income tax purposes, as long-term capital gain, their proportionate shares of
the undistributed amount so designated, (ii) will be entitled to credit their
proportionate shares of the income tax paid by the fund on that undistributed
amount against their federal income tax liabilities and to claim refunds to the
extent such credits exceed their liabilities and (iii) will be entitled to
increase their tax basis, for federal income tax purposes, in their shares by
an amount equal to the excess of the amount of undistributed net capital gain
included in their respective income over their respective income tax credits.
The fund intends to distribute at least annually all or substantially all of
its investment company taxable income (computed without regard to the
dividends-paid deduction), net tax-exempt interest income, and net capital
gain.
The tax treatment of certain ILS is not entirely clear. Certain of the fund's
investments (including, potentially, certain ILS) may generate income that is
not qualifying income for purposes of the 90% income test. The fund might
generate more non-qualifying income than anticipated, might not be able to
generate qualifying income in a particular taxable year at levels sufficient to
meet the 90% income test, or might not be able to determine the percentage of
qualifying income it has derived for a taxable year until after year-end. The
fund may determine not to make an investment that it otherwise would have made,
or may dispose of an investment it otherwise would have retained (potentially
resulting in the recognition of taxable gain or loss, and potentially under
disadvantageous circumstances), in an effort to meet the 90% income test.
If, for any taxable year, the fund does not qualify as a regulated investment
company or does not satisfy the 90% distribution requirement, it will be
treated as a U.S. corporation subject to U.S. federal income tax, thereby
subjecting any income earned by the fund to tax at the corporate level and to a
further tax at the shareholder level when such income is distributed. Under
certain circumstances, the fund may be able to cure a failure to qualify as a
regulated investment company, but in order to do so, the fund may incur
significant fund-level taxes and may be forced to dispose of certain assets.
Under the Code, the fund will be subject to a nondeductible 4% U.S. federal
excise tax on a portion of its undistributed ordinary income and capital gain
net income if it fails to meet certain distribution requirements with respect
to each calendar year and year ending October 31, respectively. The fund
intends to make distributions in a timely manner and accordingly does not
expect to be subject to the excise tax.
The fund expects to declare and pay dividends of net investment income monthly
and net realized capital gains annually. Dividends from income and/or capital
gains may also be paid at such other times as may be necessary for the fund to
avoid U.S. federal income or excise tax.
Unless a shareholder specifies otherwise, all distributions from the fund to
that shareholder will be automatically reinvested in additional shares of the
fund. For U.S. federal income tax purposes, all dividends generally are taxable
whether a shareholder takes them in cash or they are reinvested in additional
shares of the fund.
In general, assuming that the fund has sufficient earnings and profits,
dividends from net investment income and net short-term capital gains are
taxable either as ordinary income or, if certain conditions are met, as
"qualified dividend income," taxable to individual and certain other
noncorporate shareholders at U.S. federal income tax rates of up to 20%.
In general, dividends may be reported by the fund as qualified dividend income
if they are attributable to qualified dividend income received by the fund.
Qualified dividend income generally means dividend income received from the
fund's investments, if any, in common and preferred stock of U.S. companies and
stock of
47
certain qualified foreign corporations, provided that certain holding period
and other requirements are met by both the fund and the shareholders. The fund
is permitted to acquire stock of corporations, and it is therefore possible
that a portion of the fund's distributions may be eligible for treatment as
qualified dividend income.
A foreign corporation is treated as a qualified foreign corporation for this
purpose if it is incorporated in a possession of the United States or it is
eligible for the benefits of certain income tax treaties with the United States
and meets certain additional requirements. Certain foreign corporations that
are not otherwise qualified foreign corporations will be treated as qualified
foreign corporations with respect to dividends paid by them if the stock with
respect to which the dividends are paid is readily tradable on an established
securities market in the United States. PFICs (including certain PFICs issuing
ILS) are not qualified foreign corporations for this purpose. Dividends
received by the fund from REITs generally are not expected to qualify for
treatment as qualified dividend income.
A dividend that is attributable to qualified dividend income of the fund that
is paid by the fund to a shareholder will not be taxable as qualified dividend
income to such shareholder (1) if the dividend is received with respect to any
share of the fund held for fewer than 61 days during the 121-day period
beginning on the date which is 60 days before the date on which such share
became ex-dividend with respect to such dividend, (2) to the extent that the
shareholder is under an obligation (whether pursuant to a short sale or
otherwise) to make related payments with respect to positions in substantially
similar or related property, or (3) if the shareholder elects to have the
dividend treated as investment income for purposes of the limitation on
deductibility of investment interest. The "ex-dividend" date is the date on
which the owner of the share at the commencement of such date is entitled to
receive the next issued dividend payment for such share even if the share is
sold by the owner on that date or thereafter.
Distributions by the fund in excess of the fund's current and accumulated
earnings and profits will be treated as a return of capital to the extent of
(and in reduction of) the shareholder's tax basis in its shares and any such
amount in excess of that basis will be treated as gain from the sale of shares,
as discussed below.
Certain dividends received by the fund from U.S. corporations (generally,
dividends received by the fund in respect of any share of stock (1) with a tax
holding period of at least 46 days during the 91-day period beginning on the
date that is 45 days before the date on which the stock becomes ex-dividend as
to that dividend and (2) that is held in an unleveraged position) and
distributed and appropriately so reported by the fund may be eligible for the
50% dividends-received deduction generally available to corporations under the
Code. Certain preferred stock must have a holding period of at least 91 days
during the 181-day period beginning on the date that is 90 days before the date
on which the stock becomes ex-dividend as to that dividend in order to be
eligible. Capital gain dividends distributed to the fund from other regulated
investment companies are not eligible for the dividends-received deduction. The
fund is permitted to acquire stock of U.S. domestic corporations, and it is
therefore possible that a portion of the fund's distributions may qualify for
this deduction. In order to qualify for the deduction, corporate shareholders
must meet the minimum holding period requirement stated above with respect to
their fund shares, taking into account any holding period reductions from
certain hedging or other transactions or positions that diminish their risk of
loss with respect to their fund shares, and, if they borrow to acquire or
otherwise incur debt attributable to fund shares, they may be denied a portion
of the dividends-received deduction with respect to those shares. Any corporate
shareholder should consult its tax adviser regarding the possibility that its
tax basis in its shares may be reduced, for U.S. federal income tax purposes,
by reason of "extraordinary dividends" received with respect to the shares and,
to the extent such basis would be reduced below zero, current recognition of
income may be required.
Distributions from net capital gains, if any, that are reported as capital gain
dividends by the fund are taxable as long-term capital gains for U.S. federal
income tax purposes without regard to the length of time the shareholder has
held shares of the fund. Capital gain dividends distributed by the fund to
individual and certain other noncorporate shareholders will be taxed as
long-term capital gains, which are generally taxable
48
Federal income tax matters
to noncorporate taxpayers at U.S. federal income tax rates of up to 20%. A
shareholder should also be aware that the benefits of the favorable tax rates
applicable to long-term capital gains and qualified dividend income may be
affected by the application of the alternative minimum tax to individual
shareholders.
The U.S. federal income tax status of all distributions will be reported to
shareholders annually.
A 3.8% Medicare contribution tax generally applies to all or a portion of the
net investment income of a shareholder who is an individual and not a
nonresident alien for federal income tax purposes and who has adjusted gross
income (subject to certain adjustments) that exceeds a threshold amount
($250,000 if married filing jointly or if considered a "surviving spouse" for
federal income tax purposes, $125,000 if married filing separately, and
$200,000 in other cases). This 3.8% tax also applies to all or a portion of the
undistributed net investment income of certain shareholders that are estates
and trusts. For these purposes, interest, dividends and certain capital gains
(among other categories of income) are generally taken into account in
computing a shareholder's net investment income.
Certain tax-exempt educational institutions will be subject to a 1.4% tax on
net investment income. For these purposes, certain dividends and capital gain
distributions, and certain gains from the disposition of fund shares (among
other categories of income), are generally taken into account in computing a
shareholder's net investment income.
Although dividends generally will be treated as distributed when paid, any
dividend declared by the fund in October, November or December and payable to
shareholders of record in such a month that is paid during the following
January will be treated for U.S. federal income tax purposes as received by
shareholders on December 31 of the calendar year in which it was declared. In
addition, certain distributions made after the close of a taxable year of the
fund may be "spilled back" and treated for certain purposes as paid by the fund
during such taxable year. In such case, shareholders generally will be treated
as having received such dividends in the taxable year in which the
distributions were actually made. For purposes of calculating the amount of a
regulated investment company's undistributed income and gain subject to the 4%
excise tax described above, such "spilled back" dividends are treated as paid
by the regulated investment company when they are actually paid.
For U.S. federal income tax purposes, the fund is permitted to carry forward
indefinitely a net capital loss from any taxable year to offset its capital
gains, if any, in years following the year of the loss. To the extent
subsequent capital gains are offset by such losses, they will not result in
U.S. federal income tax liability to the fund and may not be distributed as
capital gains to shareholders. Generally, the fund may not carry forward any
losses other than net capital losses. Under certain circumstances, the fund may
elect to treat certain losses as though they were incurred on the first day of
the taxable year immediately following the taxable year in which they were
actually incurred.
At the time of an investor's purchase of fund shares, a portion of the purchase
price may be attributable to unrealized appreciation in the fund's portfolio or
to undistributed capital gains of the fund. Consequently, subsequent
distributions by the fund with respect to these shares from such appreciation
or gains may be taxable to such investor even if the net asset value of the
investor's shares is, as a result of the distributions, reduced below the
investor's cost for such shares and the distributions economically represent a
return of a portion of the investment.
A repurchase by the fund of its shares from a shareholder generally is expected
to be treated as a sale of the shares by the shareholder. If, however, the
shareholder continues to own shares of the fund after the repurchase (including
shares owned by attribution), some or all of the amounts received by a
shareholder in the repurchase may be recharacterized either as a distribution
of net investment income or as a capital gain dividend rather than as a sale of
the shares. There is also a risk that shareholders who do not participate in
the repurchase may be deemed to have received such a distribution as a result
of their proportionate increase in the ownership of the fund. The fund will use
its judgment in reporting repurchases as sales or deemed
49
distributions, but the IRS may disagree with the fund's reporting. Shareholders
should consult their own tax advisers with reference to their individual
circumstances to determine whether any particular transaction in fund shares
(including a repurchase) is properly treated as a sale for tax purposes, as the
following discussion assumes, and to ascertain the tax treatment of any gains
or losses recognized in such transactions.
In general, if fund shares are sold, the shareholder will recognize gain or
loss equal to the difference between the amount realized on the sale and the
shareholder's adjusted basis in the shares. Such gain or loss generally will be
treated as long-term capital gain or loss if the shares were held for more than
one year and otherwise generally will be treated as short-term capital gain or
loss. Any loss recognized by a shareholder upon the sale or other disposition
of shares with a tax holding period of six months or less will be treated as a
long-term capital loss to the extent of any amounts treated as distributions to
the shareholder of long-term capital gain with respect to such shares
(including any amounts credited to the shareholder as undistributed capital
gains).
The fund may report to the IRS the amount of proceeds that a shareholder
receives from a repurchase of fund shares. The fund may also report the
shareholder's basis in those shares and whether any gain or loss that the
shareholder realizes on the repurchase is short-term or long-term gain or loss.
If a shareholder has a different basis for different shares of the fund in the
same account (e.g., if a shareholder purchased fund shares in the same account
at different times for different prices, including as the result of
reinvestment of dividends), the fund will calculate the basis of the shares
using its default method unless the shareholder has properly elected to use a
different method. The fund's default method for calculating basis will be the
average basis method, under which the basis per share is reported as the
average of the bases of all of the shareholder's fund shares in the account. A
shareholder may elect, on an account-by-account basis, to use a method other
than average basis by following procedures established by the fund. If such an
election is made on or prior to the date of the first repurchase of shares in
the account and on or prior to the date that is one year after the shareholder
receives notice of the fund's default method, the new election will generally
apply as if the average basis method had never been in effect for such account.
If such an election is not made on or prior to such dates, the shares in the
account at the time of the election will generally retain their averaged bases.
Shareholders should consult their tax advisers concerning the tax consequences
of applying the average basis method or electing another method of basis
calculation.
Losses on repurchases of shares may be disallowed under "wash sale" rules in
the event of other investments in the fund (including those made pursuant to
reinvestment of distributions) within a period of 61 days beginning 30 days
before and ending 30 days after a repurchase or other disposition of shares. In
such a case, the disallowed portion of any loss generally would be included in
the U.S. federal tax basis of the shares acquired in the other investments.
Under Treasury regulations, if a shareholder recognizes a loss with respect to
fund shares of $2 million or more for an individual shareholder, or $10 million
or more for a corporate shareholder, in any single taxable year (or certain
greater amounts over a combination of years), the shareholder must file with
the IRS a disclosure statement on IRS Form 8886. Shareholders who own portfolio
securities directly are in many cases excepted from this reporting requirement
but, under current guidance, shareholders of regulated investment companies are
not excepted. A shareholder who fails to make the required disclosure to the
IRS may be subject to substantial penalties. The fact that a loss is reportable
under these regulations does not affect the legal determination of whether or
not the taxpayer's treatment of the loss is proper. Shareholders should consult
with their tax advisers to determine the applicability of these regulations in
light of their individual circumstances.
Shareholders that are exempt from U.S. federal income tax, such as retirement
plans that are qualified under Section 401 of the Code, generally are not
subject to U.S. federal income tax on fund dividends or distributions, or on
repurchases of fund shares unless the fund shares are "debt-financed property"
within the meaning of the Code. However, in the case of fund shares held
through a non-qualified deferred compensation plan, fund dividends and
distributions received by the plan and gains from repurchases of fund shares by
the plan generally
50
Federal income tax matters
are taxable to the employer sponsoring such plan in accordance with the U.S.
federal income tax laws that are generally applicable to shareholders receiving
such dividends or distributions from regulated investment companies such as the
fund.
A plan participant whose retirement plan invests in the fund, whether such plan
is qualified or not, generally is not taxed on fund dividends or distributions
received by the plan or on gains from repurchases of fund shares by the plan
for U.S. federal income tax purposes. However, distributions to plan
participants from a retirement plan account generally are taxable as ordinary
income, and different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions and certain prohibited transactions, is accorded to accounts
maintained as qualified retirement plans. Shareholders should consult their tax
advisers for more information.
Foreign exchange gains and losses realized by the fund in connection with
certain transactions involving foreign currency-denominated debt securities,
certain options and futures contracts relating to foreign currency, foreign
currency forward contracts, foreign currencies, or payables or receivables
denominated in a foreign currency are subject to Section 988 of the Code, which
generally causes such gains and losses to be treated as ordinary income and
losses and may affect the amount, timing and character of distributions to
shareholders. Under Treasury regulations that may be promulgated in the future,
any gains from such transactions that are not directly related to the fund's
principal business of investing in stock or securities (or its options
contracts or futures contracts with respect to stock or securities) may have to
be limited in order to enable the fund to satisfy the 90% income test.
Certain investments made by the fund (including certain ILS) may be treated as
equity in PFICs for federal income tax purposes. In general, a PFIC is a
foreign corporation (i) that receives at least 75% of its annual gross income
from passive sources (such as interest, dividends, certain rents and royalties,
or capital gains) or (ii) where at least 50% of its assets (computed based on
average fair market value) either produce or are held for the production of
passive income. If the fund acquires any equity interest (under Treasury
regulations that may be promulgated in the future, generally including not only
stock but also an option to acquire stock such as is inherent in a convertible
bond) in a PFIC, the fund could be subject to U.S. federal income tax and
additional interest charges on "excess distributions" received from the PFIC or
on gain from the sale of stock in the PFIC, even if all income or gain actually
received by the fund is timely distributed to its shareholders. The fund would
not be able to pass through to its shareholders any credit or deduction for
such a tax. Gains from the sale of stock of PFICs may also be treated as
ordinary income.
A "qualified electing fund" election or a "mark to market" election may be
available that would ameliorate these adverse tax consequences, but such
elections could require the fund to recognize taxable income or gain (which
would be subject to the distribution requirements applicable to regulated
investment companies, as described above) without the concurrent receipt of
cash. In order to satisfy the distribution requirements and avoid a tax on the
fund, the fund may be required to liquidate portfolio securities that it might
otherwise have continued to hold (potentially resulting in taxable gain or loss
to the fund and potentially under disadvantageous circumstances), or the fund
may be required to borrow cash. In order for the fund to make a qualified
electing fund election with respect to a PFIC, the PFIC would have to agree to
provide certain tax information to the fund on an annual basis, which it might
not agree to do. If the fund makes a valid qualified electing fund election
with respect to a PFIC, the fund will include in its income each year its pro
rata share of the PFIC's net capital gains (as long-term capital gain) and
other earnings and profits (as ordinary income), whether or not any amounts are
distributed from the PFIC to the fund. If the qualified electing fund election
is made, actual cash distributions by the PFIC paid out of earnings and profits
already included in taxable income will not be taken into account in
determining the taxable income of the fund. Any gain or loss recognized by the
fund on a disposition of a PFIC for which the fund has made a qualified
electing fund election will generally be treated as a capital gain or loss.
Under proposed Treasury regulations, certain income derived by the fund for a
taxable year from a PFIC with respect to which the fund has made a qualified
electing fund election would generally constitute qualifying income only to the
extent the PFIC makes distributions in respect of that income
51
to the fund for that taxable year. If the fund makes a mark-to-market election
with respect to a PFIC, the fund generally will include as ordinary income each
taxable year the excess, if any, of the fair market value of its stock in the
PFIC at the end of the year over its adjusted tax basis in that stock, and the
fund generally will be allowed to take an ordinary loss in respect of the
excess, if any, of its adjusted tax basis in that stock over the fair market
value of that stock at the end of the year (but only to the extent of the net
amount of income previously included by the fund as a result of the
mark-to-market election). If the fund makes a mark-to-market election with
respect to a PFIC, then any gain recognized by the fund on a disposition of the
PFIC will generally be treated as ordinary income, and any loss so recognized
will be treated as an ordinary loss to the extent of the net amount of income
previously included by the fund as a result of the mark-to-market election. The
fund may limit and/or manage its holdings in PFICs to limit its tax liability
or maximize its after-tax return from these investments.
If a sufficient portion of the interests in a foreign issuer (including certain
ILS issuers) is held or deemed held by the fund, independently or together with
certain other U.S. persons, that issuer may be treated as a "CFC" with respect
to the fund, in which case the fund will be required to take into account each
year, as ordinary income, its share of certain portions of that issuer's
income, whether or not such amounts are distributed. The fund may have to
dispose of its portfolio securities (potentially resulting in the recognition
of taxable gain or loss, and potentially under disadvantageous circumstances)
to generate cash, or may have to borrow the cash, to meet its distribution
requirements and avoid fund-level taxes. Under proposed Treasury regulations,
certain income derived by the fund from a CFC for a taxable year would
generally constitute qualifying income only to the extent the CFC makes
distributions in respect of that income to the fund for that taxable year. In
addition, some fund gains on the disposition of interests in such an issuer may
be treated as ordinary income. The fund may limit and/or manage its holdings in
issuers that could be treated as controlled foreign corporations in order to
limit its tax liability or maximize its after-tax return from these
investments.
A different definition of CFC applies to non-U.S. entities treated as
corporations for tax purposes that earn "related person insurance income"
("RPII"). RPII is, in general, any insurance income attributable to policies of
insurance or reinsurance with respect to which the person (directly or
indirectly) insured or reinsured is an RPII Shareholder (as defined in the
following paragraph) of the non-U.S. entity or a related person (described
below) to such an RPII Shareholder. In general, and subject to certain
limitations, insurance income is income (including premium and investment
income) attributable to the issuing of any insurance or reinsurance contract
that would be taxed under subchapter L of the Code if the income were earned by
a domestic insurance company.
For purposes only of taking into account RPII, and subject to the exceptions
described below, a foreign entity in which the fund invests that is treated as
a corporation will be treated as a CFC under the RPII rules (an "RPII CFC") if
RPII Shareholders (defined below) collectively own, directly or indirectly
through non-U.S. entities or constructively, 25% or more of the total combined
voting power or value of such entity on any day during a taxable year. If an
entity is an RPII CFC for an uninterrupted period of at least 30 calendar days
during any taxable year, then a United States person who owns, directly or
indirectly through non-U.S. entities, an equity interest in such entity on the
last day of any such taxable year must include in its gross income for U.S.
federal income tax purposes its allocable share of RPII of such entity for the
entire taxable year, subject to certain modifications. An RPII Shareholder is a
United States person who owns, directly or indirectly through non-U.S.
entities, any amount (rather than 10% or more) of an RPII CFC's equity (an
"RPII Shareholder"). Generally, for purposes of the RPII rules, a related
person is someone who controls or is controlled by the RPII Shareholder or
someone who is controlled by the same person or persons which control the RPII
shareholder. For these purposes, control is measured by stock ownership of
either more than 50% in value or more than 50% in voting power after applying
certain constructive ownership rules.
The special RPII rules do not apply to a non-U.S. insurance company if (i) the
direct and indirect insureds and persons related to such insureds, whether or
not United States persons, are treated at all times during the taxable year as
owning, directly or indirectly, less than 20% of the voting power and less than
20% of the value of the stock of the non-U.S. insurance company; (ii) the RPII
of the non-U.S. insurance company, determined
52
Federal income tax matters
on a gross basis, is less than 20% of the company's gross insurance income for
such taxable year; (iii) the non-U.S. insurance company elects to be taxed on
its RPII as if it were engaged in a trade or business within the United States
and waives all treaty benefits to which it would otherwise be entitled; or (iv)
the non-U.S. insurance company elects to be treated as a domestic corporation
for U.S. federal income tax purposes. If no exception applies, each United
States person who owns, directly or indirectly through non-U.S. entities,
shares of an RPII CFC on the last day of such entity's taxable year will be
required to include in gross income for U.S. federal income tax purposes its
allocable share of RPII for the entire taxable year, but only to the extent of
its share of the RPII CFC's earnings and profits. The amount includible will be
determined as if all such RPII were distributed proportionately only to such
United States persons at that date. Amounts distributed out of previously taxed
RPII would be excluded from the U.S. shareholder's income.
If the fund invests in certain pay-in-kind securities, zero coupon securities,
deferred interest securities or, in general, any other securities with original
issue discount (or with market discount if the fund elects to include market
discount in income currently), the fund generally must accrue income on such
investments for each taxable year, which generally will be prior to the receipt
of the corresponding cash payments. However, the fund must distribute to its
shareholders, at least annually, all or substantially all of its investment
company taxable income (determined without regard to the deduction for
dividends paid), including such accrued income, to qualify to be treated as a
regulated investment company under the Code and avoid U.S. federal income and
excise taxes. Therefore, the fund may have to dispose of its portfolio
securities, potentially under disadvantageous circumstances, to generate cash,
or may have to borrow the cash, to satisfy distribution requirements. Such a
disposition of securities may potentially result in additional taxable gain or
loss to the fund.
The law with respect to the taxation of non-U.S. entities treated as
corporations for U.S. federal income tax purposes and the individuals and
entities treated as their shareholders changed under legislation enacted in
late 2017. If the fund owned 10% or more of the voting power of a foreign
entity treated as a corporation for U.S. federal income tax purposes for the
last tax year of the foreign entity beginning before January 1, 2018, the fund
may be required to include in its income its share of certain deferred foreign
income of that foreign entity. Under those circumstances, the fund may be able
to make an election for such amounts to be included in income over eight years.
Any income included under this rule may have to be distributed to satisfy the
distribution requirements referred to above even though the fund may receive no
corresponding cash amounts, and even though shareholders derived no economic
benefit from the foreign entity's deferred income.
The fund may invest to a significant extent in, or hold, debt obligations that
are below investment grade or that are unrated, including debt obligations of
issuers not currently paying interest or that are in default. Investments in
debt obligations that are at risk of or are in default present special tax
issues for the fund. Federal income tax rules are not entirely clear about
issues such as when the fund may cease to accrue interest, original issue
discount or market discount, when and to what extent deductions may be taken
for bad debts or worthless securities, how payments received on obligations in
default should be allocated between principal and interest and whether certain
exchanges of debt obligations in a workout context are taxable. These and other
issues will be addressed by the fund, in the event it invests in or holds such
securities, in order to seek to ensure that it distributes sufficient income to
preserve its status as a regulated investment company and does not become
subject to U.S. federal income or excise tax.
Options written or purchased and futures contracts entered into by the fund on
certain securities, indices and foreign currencies, as well as certain forward
foreign currency contracts, may cause the fund to recognize gains or losses
from marking-to-market even though such options may not have lapsed or been
closed out or exercised, or such futures or forward contracts may not have been
performed or closed out. The tax rules applicable to these contracts may affect
the characterization of some capital gains and losses realized by the fund as
long-term or short-term. Certain options, futures and forward contracts
relating to foreign currency may be subject to Section 988 of the Code, as
described above, and accordingly may produce ordinary income or loss.
Additionally, the fund may be required to recognize gain if an option, futures
contract, forward contract,
53
short sale or other transaction that is not subject to the mark-to-market rules
is treated as a "constructive sale" of an "appreciated financial position" held
by the fund under Section 1259 of the Code. Any net mark-to-market gains and/or
gains from constructive sales may also have to be distributed to satisfy the
distribution requirements referred to above even though the fund may receive no
corresponding cash amounts, possibly requiring the disposition of portfolio
securities or borrowing to obtain the necessary cash. Such a disposition of
securities may potentially result in additional taxable gain or loss to the
fund. Losses on certain options, futures or forward contracts and/or offsetting
positions (portfolio securities or other positions with respect to which the
fund's risk of loss is substantially diminished by one or more options, futures
or forward contracts) may also be deferred under the tax straddle rules of the
Code, which may also affect the characterization of capital gains or losses
from straddle positions and certain successor positions as long-term or
short-term. Certain tax elections may be available that would enable the fund
to ameliorate some adverse effects of the tax rules described in this
paragraph. The tax rules applicable to options, futures, forward contracts and
straddles may affect the amount, timing and character of the fund's income and
gains or losses and hence of its distributions to shareholders.
The fund may be subject to withholding and other taxes imposed by foreign
countries, including taxes on interest, dividends and capital gains with
respect to its investments in those countries. Any such taxes would, if
imposed, reduce the yield on or return from those investments. Tax conventions
between certain countries and the U.S. may reduce or eliminate such taxes in
some cases. If more than 50% of the fund's total assets at the close of any
taxable year consist of stock or securities of foreign corporations, the fund
may elect to pass through to its shareholders their pro rata shares of
qualified foreign taxes paid by the fund for that taxable year. If the fund so
elects, shareholders would be required to include such taxes in their gross
incomes (in addition to the dividends and distributions they actually receive),
would treat such taxes as foreign taxes paid by them, and as described below
may be entitled to a tax deduction for such taxes or a tax credit, subject to a
holding period requirement and other limitations under the Code.
Qualified foreign taxes generally include taxes that would be treated as income
taxes under U.S. tax regulations but do not include most other taxes, such as
stamp taxes, securities transaction taxes, and similar taxes. If the fund
qualifies to make, and makes, the election described above, shareholders may
deduct their pro rata portion of qualified foreign taxes paid by the fund for
that taxable year in computing their income subject to U.S. federal income
taxation or, alternatively, claim them as credits, subject to applicable
limitations under the Code, against their U.S. federal income taxes.
Shareholders who do not itemize deductions for U.S. federal income tax purposes
will not, however, be able to deduct their pro rata portion of qualified
foreign taxes paid by the fund, although such shareholders will be required to
include their shares of such taxes in gross income if the fund makes the
election described above. No deduction for such taxes will be permitted to
individuals in computing their alternative minimum tax liability.
If the fund makes this election and a shareholder chooses to take a credit for
the foreign taxes deemed paid by such shareholder, the amount of the credit
that may be claimed in any year may not exceed the same proportion of the U.S.
tax against which such credit is taken that the shareholder's taxable income
from foreign sources (but not in excess of the shareholder's entire taxable
income) bears to his entire taxable income. For this purpose, long-term and
short-term capital gains the fund realizes and distributes to shareholders will
generally not be treated as income from foreign sources in their hands, nor
will distributions of certain foreign currency gains subject to Section 988 of
the Code or of any other income realized by the fund that is deemed, under the
Code, to be U.S.-source income in the hands of the fund. This foreign tax
credit limitation may also be applied separately to certain specific categories
of foreign-source income and the related foreign taxes. As a result of these
rules, which may have different effects depending upon each shareholder's
particular tax situation, certain shareholders may not be able to claim a
credit for the full amount of their proportionate share of the foreign taxes
paid by the fund. Shareholders who are not liable for U.S. federal income
taxes, including tax-exempt shareholders, will ordinarily not benefit from this
election. If the fund does make the election, it will provide required tax
information to shareholders. The fund generally may deduct any foreign
54
Federal income tax matters
taxes that are not passed through to its shareholders in computing its income
available for distribution to shareholders to satisfy applicable tax
distribution requirements. Under certain circumstances, if the fund receives a
refund of foreign taxes paid in respect of a prior year, the value of the
fund's shares could be reduced, or any foreign tax credits or deductions passed
through to shareholders in respect of the fund's foreign taxes for the current
year could be reduced.
The fund is required to withhold (as "backup withholding") a portion of
reportable payments, including dividends, capital gain distributions and the
proceeds of repurchases of fund shares, paid to shareholders who have not
complied with certain IRS regulations. The backup withholding rate is currently
24%. In order to avoid this withholding requirement, shareholders, other than
certain exempt entities, must generally certify that the Social Security Number
or other Taxpayer Identification Number they provide is their correct number
and that they are not currently subject to backup withholding, or that they are
exempt from backup withholding. The fund may nevertheless be required to backup
withhold if it receives notice from the IRS or a broker that the number
provided is incorrect or backup withholding is applicable as a result of
previous underreporting of interest or dividend income.
Investors other than U.S. persons may be subject to different U.S. federal
income tax treatment, including a non-resident alien U.S. withholding tax at
the rate of 30% or any lower applicable treaty rate on amounts treated as
ordinary dividends from the fund (other than certain dividends reported by the
fund as (i) interest-related dividends, to the extent such dividends are
derived from the fund's "qualified net interest income," or (ii) short-term
capital gain dividends, to the extent such dividends are derived from the
fund's "qualified short-term gain") or, in certain circumstances, unless an
effective IRS Form W-8BEN or other authorized withholding certificate is on
file, to backup withholding on certain other payments from the fund. "Qualified
net interest income" is the fund's net income derived from U.S. source interest
and original issue discount, subject to certain exceptions and limitations.
"Qualified short-term gain" generally means the excess of the net short-term
capital gain of the fund for the taxable year over its net long-term capital
loss, if any. Backup withholding will not be applied to payments that have been
subject to the 30% (or lower applicable treaty rate) withholding tax described
in this paragraph.
Unless certain non-U.S. entities that hold fund shares comply with IRS
requirements that will generally require them to report information regarding
U.S. persons investing in, or holding accounts with, such entities, a 30%
withholding tax may apply to fund distributions payable to such entities. A
non-U.S. shareholder may be exempt from the withholding described in this
paragraph under an applicable intergovernmental agreement between the U.S. and
a foreign government, provided that the shareholder and the applicable foreign
government comply with the terms of such agreement.
Shareholders should consult their own tax advisers on these matters and on
state, local, foreign and other applicable tax laws.
If, as anticipated, the fund qualifies as a regulated investment company under
the Code, it will not be required to pay any Massachusetts income, corporate
excise or franchise taxes or any Delaware corporation income tax.
A state income (and possibly local income and/or intangible property) tax
exemption is generally available to the extent the fund's distributions are
derived from interest on (or, in the case of intangible property taxes, to the
extent the value of its assets is attributable to) certain U.S. government
obligations, provided, in some states, that certain thresholds for holdings of
such obligations and/or reporting requirements are satisfied. The fund will not
seek to satisfy any threshold or reporting requirements that may apply in
particular taxing jurisdictions, although the fund may in its sole discretion
provide relevant information to shareholders.
55
Net asset value
The fund calculates a net asset value for its shares every day the New York
Stock Exchange is open as of the scheduled close of regular trading closes
(normally 4:00 p.m. Eastern time). If the New York Stock Exchange closes at
another time, the fund will calculate a net asset value for its shares as of
the scheduled closing time. On days when the New York Stock Exchange is closed
for trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The fund's most recent net
asset value is available on the fund's website, us.amundipioneer.com. For
purposes of determining the net asset value of a common share, the value of the
securities held by the fund plus any cash or other assets (including interest
accrued but not yet received) minus all liabilities (including accrued expenses
and indebtedness) is divided by the total number of shares outstanding at such
time. Expenses, including the fees payable to the Adviser, are accrued daily.
The fund generally values debt securities and certain derivative instruments by
using the prices supplied by independent third party pricing services. A
pricing service may use market prices or quotations from one or more brokers or
other sources, or may use a pricing matrix or other fair value methods or
techniques to provide an estimated value of the security or instrument. A
pricing matrix is a means of valuing a debt security on the basis of current
market prices for other debt securities, historical trading patterns in the
market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.
Senior loans are valued at the mean between the last available bid and asked
prices for one or more brokers or dealers as obtained from an independent third
party pricing service. Senior loans for which no reliable price quotes are
available will be valued by an independent third party pricing service through
the use of a pricing matrix or other fair value methods or techniques. Event
linked bonds are valued at the bid price obtained from an independent third
party pricing service. Other ILS may be valued at the bid price obtained from
an independent third party pricing service, or through a third party using a
pricing matrix, insurance industry valuation models, or other fair value
methods or techniques to provide an estimated value of the instrument.
The fund generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
approved by the Board of Trustees using a variety of techniques and methods.
The fund may use a fair value model developed by an independent pricing service
to value non-U.S. equity securities.
To the extent that the fund invests in shares of other mutual funds that are
not traded on an exchange, such shares are valued at their net asset values as
provided by those funds. The prospectuses for those funds explain the
circumstances under which those funds will use fair value pricing methods and
the effects of using fair value pricing methods.
The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the fund holds securities or
other assets that are denominated in a foreign currency, the fund will normally
use the currency exchange rates as of 3:00 p.m. (Eastern time). Non-U.S.
markets are open for trading on weekends and other days when the fund does not
price its shares. Therefore, the value of the fund's shares may change on days
when you will not be able to purchase or redeem fund shares.
When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Amundi
Pioneer to be unreliable, the value of that security may be determined using
quotations from one or more broker-dealers. When such prices or quotations are
not available, or when they are considered by Amundi Pioneer to be unreliable,
the fund uses fair value methods to value its securities pursuant to procedures
adopted by the Board of Trustees. The fund also may use fair value
56
Net asset value
methods if it is determined that a significant event has occurred between the
time at which a price is determined and the time at which the fund's net asset
value is calculated. Because the fund may invest in securities rated below
investment grade-some of which may be thinly-traded and for which prices may
not be readily available or may be unreliable-the fund may use fair value
methods more frequently than funds that primarily invest in securities that are
more widely traded. Valuing securities using fair value methods may cause the
net asset value of the fund's shares to differ from the net asset value that
would be calculated only using market prices.
The prices used by the fund to value its securities may differ from the amounts
that would be realized if these securities were sold and these differences may
be significant, particularly for securities that trade in relatively thin
markets and/or markets that experience extreme volatility.
Description of shares
The fund is authorized to issue an unlimited number of common shares, without
par value. All shares have equal rights to the payment of dividends and other
distributions and the distribution of assets upon liquidation. Shares, when
issued and outstanding, will be fully paid and non-assessable. Shareholders are
entitled to share pro rata in the net assets of the fund available for
distribution to common shareholders upon liquidation of the fund. Common
shareholders are entitled to one vote for each share held.
As of January 31, 2019, the following number of shares were outstanding:
(1) (2) (3) (4)
---------------- ------------------- ------------------ ----------------
AMOUNT OF
OUTSTANDING
SHARES
AMOUNT HELD BY EXCLUSIVE OF
THE FUND FOR ITS AMOUNT SHOWN
TITLE OF CLASS AMOUNT AUTHORIZED OWN ACCOUNT UNDER (3)
---------------- ------------------- ------------------ ----------------
Common Shares Unlimited 0 105,048,643.526
---------------- ------------------- ------------------ ---------------
As of January 31, 2019, the following person owned more than 25% of the
outstanding shares of the fund. A person may be deemed to control the fund if
such person owns more than 25% of the outstanding shares of the fund.
NUMBER OF
RECORD HOLDER SHARE CLASS SHARES % OF CLASS
---------------------------------- ------------- ---------------- -----------
Charles Schwab & Co Inc Common 48,731,531.283 46.39%
------------- -------------- -----
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco CA 94105-1901
----------------------------------
57
Certain provisions of the agreement and declaration of trust and by-laws
The Declaration of Trust includes provisions that could have the effect of
limiting the ability of other entities or persons to acquire control of the
fund or to change the composition of its Board of Trustees and could have the
effect of depriving shareholders of an opportunity to sell their shares at a
premium over prevailing market prices by discouraging a third party from
seeking to obtain control of the fund.
Although the fund is not required to hold annual meetings of its shareholders,
shareholders holding at least a majority of the outstanding shares entitled to
vote have the right, under certain circumstances, to call a meeting for any
purpose requiring action by the shareholders as provided in the Declaration of
Trust or in the By-Laws.
A Trustee may be removed from office only (i) by action of at least
three-quarters (3/4) of the outstanding shares, or (ii) by the action of at
least three-quarters (3/4) of the remaining Trustees, specifying the date when
such removal shall become effective.
The Declaration of Trust provides for shareholder voting as required by the
1940 Act or other applicable laws but otherwise permits, consistent with
Delaware law, actions by the Trustees without seeking the consent of
shareholders. The Trustees may, without shareholder approval, where approval of
shareholders is not otherwise required under the 1940 Act, merge or consolidate
the fund into other entities, reorganize the fund into another trust or entity
or a series or class of another entity, sell the assets of the fund to another
entity, or terminate the fund.
The fund may be converted to an open-end investment company at any time by a
vote of the outstanding shares. Conversion of the fund to an open-end
investment company would require the favorable vote of the holders of at least
three-quarters (3/4) of the fund's outstanding shares (or a majority of such
shares if the action was previously approved by three-quarters (3/4) of the
Trustees). Such a vote also would satisfy a separate requirement in the 1940
Act that the change be approved by the shareholders. Shareholders of an
open-end investment company may require the company to redeem their shares of
common stock at any time (except in certain circumstances as authorized by or
under the 1940 Act) at their net asset value, or net asset value per share less
such redemption charge, if any, as might be in effect at the time of a
redemption. All such redemptions generally will be made in cash. If the fund is
converted to an open-end investment company, it could be required to liquidate
portfolio securities to meet requests for redemption.
Conversion to an open-end investment company would also require changes in
certain of the fund's investment policies and restrictions, such as those
relating to leverage and the purchase of illiquid securities.
The Declaration of Trust requires the favorable vote of the holders of at least
three-quarters (3/4) of the outstanding shares of the fund to approve, adopt or
authorize certain transactions with 5% or greater holders of a class of shares
and their associates. For purposes of these provisions, a 5% or greater holder
of a class or series of shares (a "Principal Shareholder") refers to any person
who, whether directly or indirectly and whether alone or together with its
affiliates and associates, beneficially owns 5% or more of the outstanding
shares of any class or series of shares of beneficial interest of the fund. The
5% holder transactions subject to these special approval requirements are:
othe merger or consolidation of the fund or any subsidiary of the fund with or
into any Principal Shareholder;
othe issuance of any securities of the fund to any Principal Shareholder for
cash, other than pursuant to any automatic dividend reinvestment plan;
othe sale, lease or exchange of all or any substantial part of the assets of
the fund to any Principal Shareholder, except assets having an aggregate fair
market value of less than $1,000,000, aggregating for the purpose of such
computation all assets sold, leased or exchanged in any series of similar
transactions within a 12-month period; and
58
Certain provisions of the agreement and declaration of trust and by-laws
othe sale, lease or exchange to the fund or any subsidiary of the fund, in
exchange for securities of the fund, of any assets of any Principal
Shareholder, except assets having an aggregate fair market value of less than
$1,000,000, aggregating for purposes of such computation all assets sold,
leased or exchanged in any series of similar transactions within a 12-month
period.
The Declaration of Trust provides a detailed process for the bringing of
derivative or direct actions by shareholders in order to permit legitimate
inquiries and claims while avoiding the time, expense, distraction, and other
harm that can be caused to the fund or its shareholders as a result of spurious
shareholder demands and derivative actions. Prior to bringing a derivative
action, a demand by three unrelated shareholders must first be made on the
fund's trustees. The Declaration of Trust details various information,
certifications, undertakings and acknowledgements that must be included in the
demand. Following receipt of the demand, the trustees have a period of 90 days,
which may be extended by an additional 60 days, to consider the demand. If a
majority of the trustees who are considered independent for the purposes of
considering the demand determine that maintaining the suit would not be in the
best interests of the fund, the trustees are required to reject the demand and
the complaining shareholders may not proceed with the derivative action unless
the shareholders are able to sustain the burden of proof to a court that the
decision of the trustees not to pursue the requested action was not a good
faith exercise of their business judgment on behalf of the fund. The
Declaration of Trust further provides that shareholders owning shares
representing at least 10% of the voting power of the affected fund must join in
bringing the derivative action. If a demand is rejected, the complaining
shareholders will be responsible for the costs and expenses (including
attorneys' fees) incurred by the fund in connection with the consideration of
the demand, if a court determines that the demand was made without reasonable
cause or for an improper purpose. If a derivative action is brought in
violation of the Declaration of Trust, the shareholders bringing the action may
be responsible for the fund's costs, including attorneys' fees, if a court
determines that the action was brought without reasonable cause or for an
improper purpose.
The Declaration of Trust provides that no shareholder may bring a direct action
claiming injury as a shareholder of the Trust, or any series or class thereof,
where the matters alleged (if true) would give rise to a claim by the Trust or
by the Trust on behalf of a series or class, unless the shareholder has
suffered an injury distinct from that suffered by the shareholders of the
Trust, or the series or class, generally. Under the Declaration of Trust, a
shareholder bringing a direct claim must be a shareholder of the series or
class with respect to which the direct action is brought at the time of the
injury complained of, or have acquired the shares afterwards by operation of
law from a person who was a shareholder at that time.
The Declaration of Trust also provides that shareholders have no rights,
privileges, claims or remedies under any contract or agreement entered into by
the Trust with any service provider or other agent or contract with the Trust,
including, without limitation, any third party beneficiary rights, except as
may be expressly provided in any service contract or agreement.
Administrator, custodian, fund accounting agent, transfer agent and dividend
disbursing agent
Amundi Pioneer Asset Management, Inc. serves as the fund's administrator.
The fund's securities and cash are held under a custodian agreement with Brown
Brothers Harriman & Co., which also serves as fund accounting agent. DST
Systems, Inc. is the fund's transfer agent and dividend disbursing agent for
the fund's shares.
59
Table of contents for the statement of additional information
PAGE
Fund history 1
Use of Proceeds 1
Investment policies, risks and restrictions 1
Trustees and officers 36
Investment adviser and other fund service providers 45
Portfolio management 48
Portfolio transactions 51
Purchase of shares; Repurchase of shares 53
Pricing of shares 54
Description of shares 55
Tax status 57
Financial statements 67
Additional Information 68
Annual fee, expense and other information 68
Appendix A-Description of short-term debt, corporate bond and preferred stock ratings 71
Appendix B -Proxy voting policies and procedures 75
60
Privacy notice
MARCH 2018
PLEASE READ THIS IMPORTANT PRIVACY NOTICE - ABOUT THE PRIVACY OF OUR CUSTOMERS'
PERSONAL INFORMATION - FROM AMUNDI PIONEER ASSET MANAGEMENT, INC., AMUNDI
PIONEER DISTRIBUTOR, INC. AND THE PIONEER FUNDS (TOGETHER "AMUNDI PIONEER").
This Privacy Notice outlines our guidelines and practices for how we use and
protect information about individual customers. We will send customers our
Privacy Notice each year.
AMUNDI PIONEER RESPECTS YOUR PRIVACY
Amundi Pioneer considers the privacy of our customers and former customers a
matter of great importance. We respect your privacy and believe that any
personal customer data we have should be treated with the highest regard for
its confidentiality, whether it is financial information or other personal
data.
Amundi Pioneer does not sell information about customers to any third party.
Our company works hard to safeguard your personal information.
EMPLOYEE BEHAVIOR Amundi Pioneer instructs its employees to keep your personal
and financial information confidential and secure when they have access to it
and when they see it as they communicate with you and process transactions on
your or your financial intermediary's instructions. Employees are directed not
to disclose information to unauthorized persons, either during their Amundi
Pioneer employment or afterward.
VENDOR CONTRACTS When Amundi Pioneer hires vendors, such as mail houses or data
processors, to assist in delivering services to clients, we require these
vendors to commit contractually to keep the information they handle
confidential and secure.
YOUR PERSONAL INFORMATION WE COLLECT
WE COLLECT AND RECORD PERSONAL INFORMATION THAT CUSTOMERS PROVIDE:
oon forms and applications
othrough electronic media
othrough information collected from the web browser of your personal computer
or laptop that allows our website to recognize your browser (commonly known
as "cookies")
oby telephone
oin correspondence
WE ALSO COLLECT AND RECORD INFORMATION FROM:
oyour financial advisor
oyour transactions with us and our affiliates
oother firms, such as those from whom you transfer assets
othird parties, such as service providers that may notify us of your change of
address
PERSONAL INFORMATION MAY INCLUDE:
onames
oaddresses
otelephone numbers
oSocial Security numbers
oyour investments in the Pioneer Funds, such as your account balance and
transaction activity
HOW AMUNDI PIONEER USES AND DISCLOSES PERSONAL INFORMATION
AMUNDI PIONEER GATHERS PERSONAL INFORMATION TO HELP US SERVE OUR CUSTOMERS AND
ENHANCE OTHER PRODUCTS AND PROGRAMS. FOR INSTANCE,
owe may share information about your transactions with our affiliates in
connection with providing services to your account;
61
owe may use it to send notices about fund products and services; or
owe may employ a mail house to survey all our customers about our products or
the quality of our communications or services.
ALL FINANCIAL COMPANIES NEED TO SHARE CUSTOMERS' PERSONAL INFORMATION TO RUN
THEIR EVERYDAY BUSINESS. AMUNDI PIONEER SHARES PERSONAL INFORMATION WITH
NONAFFILIATED THIRD PARTY SERVICE PROVIDERS FOR OUR EVERYDAY BUSINESS PURPOSES,
SUCH AS:
oto assist in processing account transactions that you request or authorize; or
oto provide products or services that you request.
Amundi Pioneer does not use or disclose personal information about our
customers except as described in this notice or as permitted by law. For
example, we would disclose this information as needed to law enforcement and
regulatory agencies, in connection with a subpoena or other legal process, as
part of an audit or examination, and to trustees or custodians you have
appointed. Disclosures made at your request include disclosures of personal
information requested by your authorized intermediaries and employers
sponsoring your investment plans.
Amundi Pioneer may share your personal information with other business entities
in connection with the sale, assignment, merger or other transfer of all or a
portion of Amundi Pioneer's business to such business entity. We will require
any such successor business entity to honor the terms of this Privacy Notice.
SECURITY
Amundi Pioneer maintains physical, electronic and administrative safeguards
designed to protect customer information.
WE EMPLOY VARIOUS FORMS OF INTERNET SECURITY, SUCH AS
odata encryption
oSecure Sockets Layer (SSL) protocol
oanti-malware software
ouser names and passwords
Please note, however, that while Amundi Pioneer has endeavored to create a
secure and reliable website for users, the confidentiality of any communication
or material transmitted to/from the Website or via e-mail cannot be guaranteed.
If you access information through our web site, , you should not give your user
name or passwords to anyone for any reason. Choosing to provide this
information to a third party invites problems and puts the confidentiality of
your personal information at risk.
CHANGES TO THIS PRIVACY NOTICE
This Privacy Notice may be revised from time to time as we add new features and
services, as laws change, and as industry privacy and security best practices
evolve. We will notify you if we make changes to the Privacy Notice. The most
current version of the Privacy Notice is available on the Website at
https://us.amundipioneer.com/content/dam/us/retail/pdfs/privacy_polic .pdf. You
can check the date posted at the top to see when the Privacy Notice was last
updated. Small changes or changes that do not significantly affect individual
privacy interests may be made at any time and without prior notice.
CONTACT
If you have any questions about this Privacy Notice or if you have any
questions or concerns about how Amundi Pioneer maintains the privacy of your
customer information, please contact us at 800-225-6292 Monday through Friday,
between the hours of 8:00 am and 7:00 pm Eastern Time.
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Notes
63
Notes
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PIONEER ILS INTERVAL FUND
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PROSPECTUS
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March 1, 2019
You should rely only on the information contained in or incorporated by
reference into this prospectus. The fund has not authorized any other person to
provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it.
All dealers that buy, sell, or trade the fund's shares, whether or not
participating in the offering, may be required to deliver a prospectus when
acting on behalf of the Distributor.
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(Copyright)2019 Amundi Pioneer Distributor, Inc.
Underwriter of Pioneer mutual funds
Member SIPC