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

                             SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934


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                PIONEER DIVERSIFIED HIGH INCOME TRUSTFUND, INC. (HNW)
                     PIONEER FLOATING RATE TRUSTFUND, INC. (PHD)
                      PIONEER HIGH INCOME TRUSTFUND, INC. (PHT)
                 PIONEER MUNICIPAL HIGH INCOME TRUSTFUND, INC. (MHI)
            PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUSTFUND, INC. (MAV)
            PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)

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                PIONEER DIVERSIFIED HIGH INCOME TRUSTFUND, INC. (HNW)
                     PIONEER FLOATING RATE TRUSTFUND, INC. (PHD)
                      PIONEER HIGH INCOME TRUSTFUND, INC. (PHT)
                 PIONEER MUNICIPAL HIGH INCOME TRUSTFUND, INC. (MHI)
            PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUSTFUND, INC. (MAV)
          PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)

                                60 State Street
                          Boston, Massachusetts 02109
                                 1-800-622-32651-833-459-3559

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS
                        SCHEDULED FOR SEPTEMBER 21, 2017

This is the formal agenda for your fund's annual meeting of shareholders. It
tells you the matters upon which you will be asked to vote and the time and
place of the meeting, in case you want to attend in person.15, 2022

To the shareholdersstockholders of Pioneer Diversified High Income Trust,Fund, Inc., Pioneer
Floating Rate Trust,Fund, Inc., Pioneer High Income Trust,Fund, Inc., Pioneer Municipal
High Income TrustFund, Inc., Pioneer Municipal High Income Advantage Fund, Inc. and
Pioneer Municipal High Income Advantage Trust:Opportunities Fund, Inc.:

The annual meeting of shareholdersstockholders (the "annual meeting") of each of the above
registered investment
management companies (each, a "fund" and, collectively, the "funds")
willis scheduled to be held at the offices of Morgan, Lewis & Bockius LLP, One
Federal Street, Boston, Massachusetts 02110, on Thursday, September 21, 201715, 2022 at
2:00 p.m. Eastern time, to consider the following:

1. To elect three TrusteesDirectors of your fund, as named in the attached proxy
statement: (i) with respect to each of Pioneer Municipal High Income TrustFund, Inc.
and Pioneer Municipal High Income Advantage Trust,Fund, Inc., two by the holders of
shares of Common Stock and Preferred SharesStock voting together as a single class,
and one by the holders of shares of Preferred Stock voting as a separate class,
and (ii) with respect to each of Pioneer Diversified High Income Trust,Fund, Inc.,
Pioneer Floating Rate Trust andFund, Inc., Pioneer High Income Trust,Fund, Inc. and Pioneer
Municipal High Income Opportunities Fund, Inc., by the holders of shares of
Common Shares.Stock. Each elected TrusteeDirector will serve for a three-year termuntil the third annual meeting
following his or her election and until ahis or her successor is elected.duly elected
and qualifies.

2. To consider any other business that may properly come before the annual
meeting or any postponements or adjournments thereof.

The Board of Directors (the "Board") of each fund knows of no business other
than that mentioned in this Notice of annual meeting of stockholders that will
be presented for consideration at the annual meeting. If any other matters are
properly presented at the annual meeting, it is the intention of the persons
named as proxies by the Board to vote on such matters in accordance with their
discretion.

Each fund will hold a separate meeting. ShareholdersStockholders of each fund will vote
separately.

YOUR TRUSTEESDIRECTORS RECOMMEND THAT YOU VOTE IN FAVOR OF ALL PROPOSALS.

Shareholders of record as ofThe Board has fixed the close of business on July 12, 2017 are7, 2022 as the record date
for the determination of the stockholders entitled to notice of and to vote at
the annual meeting and any adjournmentpostponements or postponementadjournments thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING
TO BE HELD ON SEPTEMBER 21, 2017:15, 2022: This Notice and the attached Proxy Statement
are available on the internetInternet at www.proxyonline.com/docs/pioneerclosedendfunds.www.eproxyaccess.com/amundi2022.

                  By Order of each Board of Trustees,Directors,

                  Christopher J. Kelley, Chief Legal Officer and Secretary

Boston, Massachusetts
August 7, 2017

                               -----------------1, 2022

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE AND RETURNIN ORDER TO
FACILITATE TIMELY RECEIPT OF YOUR PROXY VOTE, WE RESPECTFULLY URGE YOU TO
SUBMIT VOTING INSTRUCTIONS BY TELEPHONE OR OVER THE INTERNET AS PROMPTLY AS
POSSIBLE. ALTERNATIVELY, YOU MAY SUBMIT VOTING INSTRUCTIONS BY SIGNING, DATING
AND RETURNING THE ENCLOSED PROXY.



                           This page for your notes.PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE. VOTING NOW WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND
THE ANNUAL MEETING.

                                                                   33065-00-0822


                               PROXY STATEMENT OF
                PIONEER DIVERSIFIED HIGH INCOME TRUSTFUND, INC. (HNW)
                     PIONEER FLOATING RATE TRUSTFUND, INC. (PHD)
                      PIONEER HIGH INCOME TRUSTFUND, INC. (PHT)
                 PIONEER MUNICIPAL HIGH INCOME TRUSTFUND, INC. (MHI)
            PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUSTFUND, INC. (MAV)
          PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)

                                60 State Street
                          Boston, Massachusetts 02109
                                 1-800-622-32651-833-459-3559

                         ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

This proxy statement contains the information you should know before voting on
the proposal summarized below.

Each fund will furnish without charge a copy of its most recent annual report
and any more recent semi-annual report to any shareholderstockholder upon request.
ShareholdersStockholders who want to obtain a copy of a fund's reports should direct all
written requests to the attention of the fund, at the address listed above, or
should call the fund at 1-800-710-0935.

                                  INTRODUCTION

This proxy statement is being used by the Board of TrusteesDirectors (the "Board") of
each fund to solicit proxies to be voted at the annual meeting of shareholdersstockholders
(the "annual meeting") of each fund referenced above. Participating in the
meeting are holders of common shares of beneficial interestcommon stock, $0.001 par value per share (the
"Common Shares"Stock") of each fund referenced above and the holders of preferred shares of
beneficial interestpreferred stock, $0.001 par value per share (the "Preferred Shares"Stock") of Pioneer
Municipal High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage
Trust.Fund, Inc. Each meeting willis scheduled to be held at the offices of Morgan, Lewis
& Bockius LLP, One Federal Street, Boston, Massachusetts 02110, at 2:00 p.m.,
Eastern time,Time, on Thursday, September 21, 2017,15, 2022, and at any postponements or
adjournments or postponements of a
meetingthereof to a later date, for the purposes as set forth in the
accompanying notice of annual meeting of shareholders.stockholders. You may call the funds
at 1-800-710-0935 for information on how to obtain directions to be able to
attend the meeting and vote in person.

This proxy statement and the enclosed proxy card are being mailed to
shareholdersstockholders of each fund on or about August 7, 2017.1, 2022. The annual report for
each fund for its most recently completed fiscal year previously was mailed to
shareholders.stockholders.

                                       3


                            WHO IS ELIGIBLE TO VOTE

ShareholdersStockholders of record of each fund as of the close of business on July 12,
20177, 2022
(the "record date") are entitled to vote on all of the fund's business at the
annual shareholder meeting and any adjournmentspostponements or postponementsadjournments thereof. Each whole share
shall be entitled to one vote and each fractional share shall be entitled to a
proportionate fractional vote. Even if you plan to attend the Meeting, please
sign, date and return the enclosed proxy card, or provide voting instructions
by telephone or over the Internet. If you vote by telephone or over the
Internet, you will be asked to enter a unique code that has been assigned to
you, which is printed on your proxy card. This code is designed to confirm your
identity, provide access into the voting site and confirm that your
instructions are properly recorded. Shares represented by properly executed
proxies, unless revoked before orprior to exercise at the

                                      3

 meeting, will be voted
according to the shareholder'sstockholder's instructions. If you sign a proxy card but do
not fill in a vote,provide instructions, your shares will be voted FOR each of the nominees
for TrusteeDirector in Proposal 1. If any other business properly comes before the
annual shareholder meeting, your shares will be voted at the discretion of the persons
named as proxies.

ShareholdersStockholders of each fund will only vote on proposals relating to their fund.

                                       4


                                   PROPOSAL 1

                         ELECTION OF BOARD OF TRUSTEESDIRECTORS

Introduction

ShareholdersStockholders of each fund are being asked to consider the election of Mr. Friedman, Ms. GrahamJohn E.
Baumgardner, Jr., Lisa M. Jones and Mr. TaubesLorraine H. Monchak to the Board of Trustees of each
fund.

Mr. Baumgardner, Ms. Jones and Ms. Monchak stand for election as their terms
expire in 2022. Each nomineeof Mr. Baumgardner, Ms. Jones and Ms. Monchak currently
serves as a TrusteeDirector of each fund and has served in that capacity continuously
since originally elected or appointed. Mr. Friedman, Ms. GrahamBaumgardner has served as a Director
of Pioneer Diversified High Income Fund, Inc., Pioneer Floating Rate Fund,
Inc., Pioneer High Income Fund, Inc., Pioneer Municipal High Income Fund, Inc.
and Mr. Taubes stand for election as their terms
expire in 2017. Each nomineePioneer Municipal High Income Advantage Fund, Inc. since 2019 and was most
recently elected by shareholdersstockholders of such funds in 2014.2019. Ms. Jones has served as
a Director of Pioneer Diversified High Income Fund, Inc., Pioneer Floating Rate
Fund, Inc., Pioneer High Income Fund, Inc., Pioneer Municipal High Income Fund,
Inc. and Pioneer Municipal High Income Advantage Fund, Inc. since 2014 and was
most recently elected by stockholders of such funds in 2019. Ms. Monchak has
served as a Director of Pioneer Diversified High Income Fund, Inc., Pioneer
Floating Rate Fund, Inc., Pioneer High Income Fund, Inc., Pioneer Municipal
High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc.
since 2015 and was most recently elected by stockholders of such funds in 2019.
Each of Mr. Baumgardner, Ms. Jones and Ms. Monchak has served as a Director of
Pioneer Municipal High Income Opportunities Fund, Inc. since 2021, having been
elected by the initial stockholder of the fund in 2021.

If elected, each of Mr. Friedman,Baumgardner, Ms. GrahamJones and Mr. TaubesMs. Monchak shall hold
office for a three-year termuntil the third annual meeting following his or her election and until
his or her successor is elected and qualified.

Each nominee has consented to being named in this proxy statement and indicated
his or her willingness to serve if elected. In the unanticipated event that any
nominee should be unable to serve, the persons named as proxies may vote for
such other person as shall be designated by the fund's Board of Trustees.Board. The persons named
on the accompanying proxy card intend to vote at the meeting (unless otherwise
directed) for the election of Mr. Friedman,Baumgardner, Ms. GrahamJones and Mr. TaubesMs. Monchak as
TrusteesDirectors of each fund.

TrusteeDirector Class Designations and Terms of Office

Each fund's Agreement and Declaration of Trustbylaws ("Bylaws") provides that a majority of the Trustees shall fixBoard may
establish, increase or decrease the number of TrusteesDirectors of the fund, andprovided
that therethe number thereof shall never be at least one and noless than the minimum number required by
the Maryland General Corporation Law (the "MGCL") nor more than fifteen
Trustees.Directors. Each fund currently has nine
Trustees.

The Agreement and Declaration of Trust for each fund provides that the Board of
Trustees shall consist of Trustees divided into three classes, each class to
consist, as nearly as may be possible, of one-third of the total number of
trustees constituting the entire Board of Trustees.ten Directors.

                                       5


Pursuant to each fund's Agreement and Declaration of Trust,charter, each fund's Board of Trustees is divided into three
staggered term classes --- Class I, Class II and Class III. The TrusteesDirectors of only
one class are elected at each annual meeting so that the regular term of only
one class of TrusteesDirectors will expire annually and any particular TrusteeDirector stands
for election only once in each three-year period.

For each fund, eachEach class of TrusteesDirectors will stand for election at the conclusion of its
respective three-year term. Such classification may prevent replacement of a
majority of the TrusteesDirectors for up to a two-year period. Holders of the Preferred
SharesStock of each fund that has Preferred SharesStock outstanding are entitled to elect
two trusteesDirectors of that fund.

5



TrusteeDirector Class Designations and Terms of Office

Currently, the designations and terms of office of each class of TrusteesDirectors of
each fund are as follows:


Pioneer Diversified High Income Trust

   Class I Trustees -     Mr. Friedman, Ms. Graham and Mr. Taubes. Terms expire at the upcoming 2017 annual meeting.
                          Each Trustee is nominated for election at the meeting.

   Class II Trustees -    Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2018.

   Class III Trustees -   Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire in 2019.

Pioneer Floating Rate Trust, Pioneer Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust

   Class I Trustees -     Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire in 2019.

   Class II Trustees -    Mr. Friedman, Ms. Graham and Mr. Taubes. Terms expire at the upcoming 2017 annual meeting.
                          Each Trustee is nominated for election at the meeting.

   Class III Trustees -   Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2018.

Pioneer High Income Trust

   Class I Trustees -     Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2018.

   Class II Trustees -    Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire in 2019.

   Class III Trustees -   Mr. Friedman, Ms. Graham and Mr. Taubes. Terms expire at the upcoming 2017 annual meeting.
                          Each Trustee is nominated for electionPioneer Diversified High Income Fund, Inc.

 Class I Directors -- Diane Durnin, Benjamin M. Friedman and Kenneth J.
                      Taubes -- Terms expire in 2023.

 Class II Directors -- Craig C. MacKay, Thomas J. Perna, Marguerite M. Piret and
                       Fred J. Ricciardi -- Terms expire in 2024.

 Class III Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire
                        in 2022 at the annual meeting. 
Each of these Directors has been nominated for election at the annual meeting. Pioneer Floating Rate Fund, Inc. Class I Directors -- Mr. BockBaumgardner, Ms. Jones and Ms. Monchak. Terms expire in 2022 at the annual meeting. Each of these Directors has been nominated for election at the annual meeting. Class II Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire in 2023. Class III Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi -- Terms expire in 2024. Pioneer Municipal High Income Fund, Inc. Class I Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire in 2022 at the annual meeting. Each of these Directors has been nominated for election at the annual meeting. Class II Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire in 2023. Class III Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi -- Terms expire in 2024. 6 Pioneer Municipal High Income Advantage Fund, Inc. Class I Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire in 2022 at the annual meeting. Each of these Directors has been nominated for election at the annual meeting. Class II Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire in 2023. Class III Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi -- Terms expire in 2024. Pioneer Municipal High Income Opportunities Fund, Inc. Class I Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire in 2022 at the annual meeting. Each of these Directors has been nominated for election at the annual meeting. Class II Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire in 2023. Class III Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi -- Terms expire in 2024. Pioneer High Income Fund, Inc. Class I Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi -- Terms expire in 2024. Class II Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire in 2022 at the annual meeting. Each of these Directors has been nominated for election at the annual meeting. Class III Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire in 2023. Mr. Baumgardner and Ms. Piret are designated as the TrusteesDirectors to be elected by the holders of the Preferred SharesStock of each fund that has issued Preferred Shares.Stock. As noted above, neither Mr. Bock's nor Ms. Piret'sBaumgardner's term expires at the upcoming 20172022 annual meeting. Consequently, holders of Preferred SharesStock of Pioneer Municipal High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage TrustFund, Inc. are not being asked to vote as a separate class at the upcoming 20172022 annual meeting. 6meeting to elect Mr. Baumgardner. With respect to Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. the holders of Common Stock and the holders of Preferred Stock are being asked to vote together as a single class at the 2022 annual meeting to elect Ms. Jones and Ms. Monchak. With respect to Pioneer Diversified High Income Fund, Inc., Pioneer Floating Rate Fund, Inc., Pioneer High Income Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc. the holders of Common Stock are being asked to vote at the 2022 annual meeting to elect Mr. Baumgardner, Ms. Jones and Ms. Monchak. 7 Information Regarding Nominees and TrusteesDirectors The following table sets forth for each nominee and Trustee,Director, his or her position(s) with each fund, age, address, principal occupation during at least the past five years and any other board memberships held during at least the past five years. TrusteesDirectors who are interested persons of a fund within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"), are referred to as Interested Trustees. TrusteesDirectors. Directors who are not interested persons of a fund are referred to as Independent Trustees.Directors. Each of the TrusteesDirectors serves as a TrusteeDirector of each of the 4649 U.S. registered investment portfoliosfunds for which Amundi Pioneer Asset Management US, Inc. ("Amundi Pioneer"US") serves as investment adviser (the "Pioneer Funds"). The address for all TrusteesDirectors and all officers of each fund is 60 State Street, Boston, Massachusetts 02109. 7
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- --------------------------- Independent Trustees and Nominees: Thomas J. Perna (66) Pioneer Diversified High Private investor (2004 - Director, Broadridge Chairman of the Board and Income Trust: Class II 2008 and 2013 - present); Financial Solutions, Inc. Trustee Trustee since 2007. Term Chairman (2008 - 2013) and (investor communications expires in 2018. Chief Executive Officer and securities processing (2008 - 2012), Quadriserv, provider for financial Pioneer Floating Rate Inc. (technology products services industry) (2009 - Trust: Class III Trustee for securities lending present); Director, since 2006. Term expires in industry); and Senior Quadriserv, Inc. (2005 - 2018. Executive Vice President, 2013); and Commissioner, Pioneer High Income Trust: The Bank of New York New Jersey State Civil Class I Trustee since 2006. (financial and securities Service Commission (2011 - Term expires in 2018. services) (1986 - 2004) 2015) Pioneer Municipal High Income Trust: Class III Trustee since 2006. Term expires in 2018. Pioneer Municipal High Income Advantage Trust: Class III Trustee since 2006. Term expires in 2018.
8
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- ---------------------------- ---------------------------Director --------------------------------------------------------------------------------------------------------- Independent TrusteesDirectors and Nominees: David R. Bock (73)--------------------------------------------------------------------------------------------------------- Thomas J. Pioneer Diversified Private investor (2004 -- 2008 Director, Broadridge Perna (71) High Managing Partner, FederalIncome Fund, and 2013 -- present); Chairman Financial Solutions, Inc. Chairman of the Inc.: Class II Director of New York Trustee Income Trust: Class III City Capital Advisors Mortgage Trust (publicly- Trustee(2008 -- 2013) and Chief (investor Board and since 2007. Term (corporate advisory traded mortgage REIT) (2004 expires Executive Officer (2008 -- 2012), communications and Director in 2019. services company) (1997 - - 2009, 2012 - present); 2004 and 2008 - present); Director of The Swiss2024. Quadriserv, Inc. (technology securities processing products for securities lending provider for financial Pioneer Floating Rate Interim Chiefindustry); and Senior Executive Helvetiaservices industry) (2009 Fund, Inc. Trust:: Class III Vice President, The Bank of New -- present); Director, Director since 2006. Term York (financial and securities Quadriserv, Inc. (2005 -- expires in 2024. services) (1986 -- 2004) 2013); and Commissioner, New Pioneer High Income Jersey State Civil Service Fund, Inc.: Class I Trustee Officer, Oxford Analytica, (closed-end fund) (2010 -Commission (2011 -- Director since 2005.2006. Term 2015) expires in 2024. Pioneer Municipal High Income Fund, Inc.: Class III Director since 2006. Term expires in Inc. (privately held present); Director of 2019. research and consulting Oxford Analytica, Inc. company) (2010); Executive (2008 - present); and2024. Pioneer Municipal High Income Trust: Vice President and ChiefAdvantage Fund, Inc.: Class III Director of Enterprise Class II Trustee since Financial Officer, I-trax, Community Investment, Inc. 2005.2006. Term expires in 2019. Inc. (publicly traded (privately-held affordable health care services housing finance company)2024. Pioneer Municipal High company) (2004 - 2007); and (1985 - 2010) Income Trust:Opportunities Fund, Inc.: Class I Executive Vice President TrusteeIII Director since 2005. Term and Chief Financial expires in 2019. Elected by Officer, Pedestal Inc. Preferred Shares only. (internet-based mortgage trading company) (2000 - Pioneer Municipal High 2002); Private Consultant Income Advantage Trust: (1995 - 1997); Managing Class I Trustee since 2005. Director, Lehman Brothers2021. Term expires in 2019. (1992 - 1995); Executive, Elected by Preferred Shares The World Bank (1979 - 1992) only.2024. ---------------------------------------------------------------------------------------------------------
9
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director ------------------------------------------------------------------------------------------------- Independent TrusteesDirectors and Nominees: Benjamin M. Friedman (72)------------------------------------------------------------------------------------------------ John E. Pioneer Diversified Of Counsel (2019 -- present), Chairman, The Lakeville Baumgardner, High William Joseph Maier Trustee, Mellon Trustee Income Trust:Fund, Partner (1983-2018), Sullivan & Journal Company, LLC, Jr. (71)* Inc.: Class I Professor of Political Institutional Funds TrusteeIII Director Cromwell LLP (law firm). (privately-held Director since 2008.2019. Term Economy, Harvard University Investment Trust and Mellonexpires community newspaper Nominee expires in 2017. (1972 - present) Institutional Funds Master Portfolio (oversaw 172022. group) (2015-present) Pioneer Floating Rate portfolios in fund complex) Trust:Fund, Inc.: Class II Trustee (1989 - 2008)I Director since 2008.2019. Term expires in 2017.2022. Pioneer High Income Trust:Fund, Inc.: Class III TrusteeII Director since 2008.2019. Term expires in 2017.2022. Pioneer Municipal High Income Trust:Fund, Inc.: Class II TrusteeI Director since 2008.2019. Term expires in 2017.2022. Elected by Preferred Stock only. Pioneer Municipal High Income Advantage Trust:Fund, Inc.: Class II TrusteeI Director since 2008.2019. Term expires in 2017.2022. Elected by Preferred Stock only. Pioneer Municipal High Income Opportunities Fund, Inc.: Class I Director since 2021. Term expires in 2022. -------------------------------------------------------------------------------------------------
10
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- --------------------------- Director ----------------------------------------------------------------------------------------------- Independent TrusteesDirectors and Nominees: Margaret B.W. Graham (70)----------------------------------------------------------------------------------------------- Diane Durnin Pioneer Diversified Managing Director - Head of None (65) High FoundingIncome Fund, Product Strategy and Director Vice- None Income Trust:Inc.: Class I President and Corporate Trustee Nominee TrusteeDirector Development, BNY Mellon since 2007.2020. Term Secretary, The Winthrop expires Investment Management in 2017. Group, Inc. (consulting2023. (investment management firm) (1982 - present)(2012-2018); Vice Chairman -- Pioneer Floating Rate Desautels Faculty of Trust:The Dreyfus Corporation (2005 Fund, Inc.: Class II Trustee Management, McGill-- 2018): Executive Vice Director since 2003.2020. Term President Head of Product, BNY expires in University (1999 - 2017. present)2023. Mellon Investment Management (2007-2012); and Manager of Research Operations andExecutive Director- Pioneer High Income Trust: Organizational Learning,Product Strategy, Mellon Asset Fund, Inc.: Class III TrusteeManagement (2005-2007); Director since Xerox PARC, Xerox's advance 2002.2020. Term Executive Vice President Head of expires in 2023. Products, Marketing and Client Service, Dreyfus Corporation Pioneer Municipal (investment management firm) High Income Fund, (2000-2005); Senior Vice Inc.: Class II Director President Strategic Product and since 2020. Term expires Business Development, Dreyfus in 2017. research center (1990-1994) Pioneer Municipal High Income Trust: Class II Trustee since 2003. Term expires in 2017.2023. Corporation (1994-2000) Pioneer Municipal High Income Advantage Trust:Fund, Inc.: Class II TrusteeDirector since 2003.2020. Term expires in 2017.2023. Pioneer Municipal High Income Opportunities Fund, Inc.: Class II Director since 2021. Term expires in 2023. -----------------------------------------------------------------------------------------------
11
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director --------------------------------------------------------------------------------------------------- Independent TrusteesDirectors and Nominees: Lorraine H. Monchak (61)--------------------------------------------------------------------------------------------------- Benjamin M. Pioneer Diversified William Joseph Maier Professor Trustee, Mellon Friedman (77) High ChiefIncome Fund, of Political Economy, Harvard Institutional Funds Director Inc.: Class I Director University (1972 -- present) Investment Officer, None Trustee Income Trust: Class III 1199 SEIUTrust and since 2008. Term expires Mellon Institutional Funds (healthcare Trustee since 2015. Term workers union pension expires in 2019. funds) (2001 - present); Vice President -2023. Master Portfolio (oversaw 17 portfolios in fund Pioneer Floating Rate International Investments Trust:complex) (1989 - 2008) Fund, Inc.: Class I Trustee Group, AmericanII Director since 2015.2008. Term expires in International Group, Inc. 2019. (insurance company) (1993 - 2001); Vice President2023. Pioneer High Income Trust: Corporate Finance andFund, Inc.: Class II TrusteeIII Director since Treasury Group, Citibank, 2015.2008. Term expires in 2019. N.A.(1980 - 1986 and 1990 - 1993); Vice President -2023. Pioneer Municipal High Asset/Liability Management Income Trust:Fund, Inc.: Class I Group, Federal Farm Funding TrusteeII Director since 2015.2008. Term Corporation (government- expires in 2019. sponsored issuer of debt securities) (1988 - 1990);2023. Pioneer Municipal High Mortgage Strategies Group, Income Advantage Trust: Shearson Lehman Hutton,Fund, Inc.: Class I TrusteeII Director since 2015. Inc. (investment bank)2008. Term expires in 2019. (1987 - 1988); Mortgage Strategies Group, Drexel Burnham Lambert, Ltd. (investment bank) (1986 - 1987)2023. Pioneer Municipal High Income Opportunities Fund, Inc.: Class II Director since 2021. Term expires in 2023. ---------------------------------------------------------------------------------------------------
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Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director --------------------------------------------------------------------------------------------------- Independent TrusteesDirectors and Nominees: Marguerite A. Piret (69)------------------------------------------------------------------------------------------------------ Craig C. Pioneer Diversified High President and ChiefPartner, England & Company, Director, of New America Trustee Income Trust: Class II Executive Officer, NewburyEquitable MacKay (59) High Income Fund, LLC (advisory firm) (2012 -- Holdings, Inc. Trustee since 2007. Term Piret Company (investment (closed-end investment expires in 2018. banking firm) (1981 - company) (2004 -(financial Director Inc.: Class II Director present); Group Head -- services holding since 2021. Term expires Leveraged Finance Distribution, company) (2022 -- in 2024. Oppenheimer & Company present) and; Board Member Board(investment bank) (2006 -- of Carver Bancorp, Inc. Pioneer Floating Rate Governors, Investment Trust:2012); Group Head -- Private (holding company) and Fund, Inc.: Class III TrusteeFinance & High Yield Capital Carver Federal Savings Director since 2021. Term Markets Origination, SunTrust Bank, NA (2017 -- expires in 2024. Robinson Humphrey present); Advisory (investment bank) (2003 -- Council Member, Pioneer High Income 2006); and Founder and Chief MasterShares ETF (2016 Fund, Inc.: Class I Executive Officer, HNY -- 2017); Advisory Council Director since 2021. Term Associates, LLC (investment Member, The Deal expires in 2024. bank) (1996 -- 2003) (financial market information publisher) Pioneer Municipal (2015 -- 2016); Board Co- High Income Fund, Chairman and Chief Inc.: Class III Director Executive Officer, Danis since 2021. Term expires Transportation Company Institutein 2024. (privately-owned commercial carrier) Pioneer Municipal (2000 --- 2003); Board High Income Member and Chief Advantage Fund, Inc.: Financial Officer, Class III Director since 2003.Customer Access 2021. Term expires in 2006) 2018.Resources (privately- 2024. owned teleservices company) (1998 -- 2000); Pioneer Municipal Board Member, High Income Trust:Federation of Protestant Opportunities Fund, Welfare Agencies (human Inc.: Class I TrusteeIII Director services agency) (1993 -- since 2002.2021. Term expires present); and Board in 2018. Pioneer Municipal High Income Trust: Class III Trustee since 2003. Term expires in 2018. Elected by Preferred Shares only. Pioneer Municipal High Income Advantage Trust: Class III Trustee since 2003. Term expires in 2018. Elected by Preferred Shares only.2024. Treasurer, Harlem Dowling Westside Center (foster care agency) (1999 -- 2018) ------------------------------------------------------------------------------------------------------
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Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director ---------------------------------------------------------------------------------------------- Independent TrusteesDirectors and Nominees: Fred J. Ricciardi (70)---------------------------------------------------------------------------------------------- Lorraine H. Pioneer Diversified Chief Investment Officer, 1199 None Monchak (66) High Consultant (investment None Trustee Income Trust:Fund, SEIU Funds (healthcare workers Director Inc.: Class II company services) (2012 - TrusteeIII Director union pension funds) (2001 -- Nominee since 2014.2015. Term expires present); Executive Vice expiresPresident -- in 2018. President, BNY Mellon (financial and investment2022. International Investments Group, American International Pioneer Floating Rate company services) (1969 - Trust:Group, Inc. (insurance Fund, Inc.: Class III Trustee 2012)I company) (1993 -- 2001); Vice Director BNY since 2014.2015. Term President Corporate Finance and expires in 2022. Treasury Group, Citibank, N.A.(1980 -- 1986 and 1990 -- Pioneer High Income 1993); Vice President -- Fund, Inc.: Class II Asset/Liability Management Director since 2015. Term Group, Federal Farm Funding expires in 2022. Corporation (government- sponsored issuer of debt Pioneer Municipal securities) (1988 -- 1990); High Income Fund, Mortgage Strategies Group, Inc.: Class I Director Shearson Lehman Hutton, Inc. since 2015. Term expires (investment bank) (1987 -- in 2022. 1988); Mortgage Strategies Group, Drexel Burnham Pioneer Municipal Lambert, Ltd. (investment bank) High Income (1986 -- 1987) Advantage Fund, Inc.: Class I Director since 2015. Term expires in International Financing 2018. Corp. (financial services) (2002 - 2012); Director, Pioneer High Income Trust: Mellon Overseas Investment Class I Trustee since 2014. Corp. (financial services) Term expires in 2018. (2009 - 2012)2022. Pioneer Municipal High Income Trust:Opportunities Fund, Inc.: Class III TrusteeI Director since 2014.2021. Term expires in 2018. Pioneer Municipal High Income Advantage Trust: Class III Trustee since 2014. Term expires in 2018.2022. ----------------------------------------------------------------------------------------------
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Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director ---------------------------------------------------------------------------------------------------- Interested TrusteesIndependent Directors and Nominee*: Lisa M. Jones (55)*Nominees: ----------------------------------------------------------------------------------------------------- Marguerite A. Pioneer Diversified Chief Financial Officer, American Director of New America Piret (74) High Chair,Income Fund, Ag Energy, Inc. (controlled High Income Fund, Inc. Director CEOInc.: Class II Director environment and None Trustee,agriculture (closed-end investment since 2007. Term expires company) (2016 -- present); company) (2004 -- in 2024. President and Income Trust: Class III President of Amundi Pioneer Chief Executive present); and Member, Officer, Trustee since 2014. Term Asset Management USA,Metric Financial Inc. expires in 2019. (since September 2014); Chair, Director and CEOBoard of Governors, Pioneer Floating Rate Amundi(formerly known as Newbury Investment Company Fund, Inc.: Class III Piret Company) (investment Institute (2000 -- 2006) Director since 2003. Term banking firm) (1981 -- 2019) expires in 2024. Pioneer Asset Trust:High Income Fund, Inc.: Class I Trustee Management, Inc. (sinceDirector since 2014.2002. Term expires in September 2014); Chair, 2019. Director and CEO of Amundi2024. Pioneer Distributor, Inc. PioneerMunicipal High Income Trust: (since September 2014);Fund, Inc.: Class II TrusteeIII Director since Chair, Director, CEO and 2014.2003. Term expires in 2019. President of Amundi Pioneer Institutional Asset2024. Elected by Preferred Stock only. Pioneer Municipal High Management,Income Advantage Fund, Inc. (since Income Trust:: Class I September 2014); Managing TrusteeIII Director since 2014.2003. Term Director, Morgan Stanley expires in 2019. Investment Management (2010 - 2013); Director of2024. Elected by Preferred Stock only. Pioneer Municipal High Institutional Business, CEO Income Advantage Trust: of International, EatonOpportunities Fund, Inc.: Class I TrusteeIII Director since 2014. Vance Management (2005 -2021. Term expires in 2019. 2010)2024. -----------------------------------------------------------------------------------------------------
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Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director ------------------------------------------------------------------------------------------------ Independent Directors and Nominees: ------------------------------------------------------------------------------------------------ Fred J. Pioneer Diversified Private investor (2020 -- None Ricciardi (75) High Income Fund, present); Consultant (investment Director Inc.: Class II Director company services) (2012 -- since 2014. Term expires 2020); Executive Vice President, in 2024. BNY Mellon (financial and investment company services) Pioneer Floating Rate (1969 -- 2012); Director, BNY Fund, Inc.: Class III International Financing Corp. Director since 2014. Term (financial services) (2002 -- expires in 2024. 2012); Director, Mellon Overseas Investment Corp. Pioneer High Income (financial services) (2009 -- Fund, Inc.: Class I 2012); Director, Financial Director since 2014. Term Models (technology) (2005- expires in 2024. 2007); Director, BNY Hamilton Funds, Ireland (offshore Pioneer Municipal investment companies) (2004- High Income Fund, 2007); Chairman/Director, Inc.: Class III Director AIB/BNY Securities Services, since 2014. Term expires Ltd., Ireland (financial services) in 2024. (1999-2006); Chairman, BNY Alternative Investment Services, Pioneer Municipal Inc. (financial services) (2005- High Income 2007) Advantage Fund, Inc.: Class III Director since 2014. Term expires in 2024. Pioneer Municipal High Income Opportunities Fund, Inc.: Class III Director since 2021. Term expires in 2024. -------------------------------------------------------------------------------------------------
16
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Director ----------------------------------------------------------------------------------------------- Interested Directors and Nominee: ----------------------------------------------------------------------------------------------- Lisa M. Jones Pioneer Diversified Director, CEO and President of None (60)** High Income Fund, Amundi US, Inc. (investment Director, Inc.: Class III Director management firm) (since President and since 2014. Term expires September 2014); Director, CEO Chief Executive in 2022. and President of Amundi Asset Officer Management US, Inc. (since Nominee Pioneer Floating Rate September 2014); Director, CEO Fund, Inc.: Class I and President of Amundi Director since 2014. Term Distributor US, Inc. (since expires in 2022. September 2014); Director, CEO and President of Amundi Asset Pioneer High Income Management US, Inc. (since Fund, Inc.: Class II September 2014); Chair, Amundi Director since 2014. Term US, Inc., Amundi Distributor US, expires in 2022. Inc. and Amundi Asset Management US, Inc. Pioneer Municipal (September 2014 -- 2018); High Income Fund, Managing Director, Morgan Inc.: Class I Director Stanley Investment since 2014. Term expires Management (investment in 2022. management firm) (2010 -- 2013); Director of Institutional Pioneer Municipal Business, CEO of International, High Income Eaton Vance Management Advantage Fund, Inc.: (investment management firm) Class I Director since (2005 -- 2010); Director of 2014. Term expires in Amundi Holdings US, Inc. (since 2022. 2017) Pioneer Municipal High Income Opportunities Fund, Inc.: Class I Director since 2021. Term expires in 2022. -----------------------------------------------------------------------------------------------
17
Name, Age and Position Held Term of Office and Other Directorships with the Fund Length of Service Principal Occupation Held by Director ---------------------------------------------------------------------------------------------- Interested TrusteesDirectors and Nominee*:Nominee: ---------------------------------------------------------------------------------------------- Kenneth J. Taubes (59)* Pioneer Diversified High Director and Executive Vice None TrusteeTaubes (64)** High Income Trust: Class IFund, President (since 2008) and TrusteeChief Director Inc.: Class I Director Investment Officer, U.S. (since since 2014. Term expires 2010) of Amundi US, Inc. in 2023. (investment management firm); Director and Executive Vice Pioneer Floating Rate President and Chief Investment Fund, Inc.: Class II Officer, U.S. of Amundi US Director since 2014. Term (since 2008); Executive Vice expires in 2023. President and Chief Investment Officer, NomineeU.S. of Amundi Asset Pioneer High Income Management US, Inc. (since Fund, Inc.: Class III 2009); Portfolio Manager of Director since 2014. Term Amundi US (since 1999); expires in 2017. U.S. (since 2010)2023. Director of Amundi Holdings US, Inc. (since 2017) Pioneer Asset Management Pioneer Floating Rate USA,Municipal High Income Fund, Inc.; Executive Vice Trust:: Class II Trustee President and ChiefDirector since 2014. Term expires in Investment Officer, U.S. of 2017. Amundi Pioneer (since 2008); Executive Vice Pioneer High Income Trust: President of Amundi Pioneer Class III Trustee since Institutional Asset 2014. Term expires in 2017. Management, Inc. (since 2009); Portfolio Manager of2023. Pioneer Municipal High Amundi Pioneer (since 1999) Income Trust:Advantage Fund, Inc.: Class II TrusteeDirector since 2014. Term expires in 2017.2023. Pioneer Municipal High Income Advantage Trust:Opportunities Fund, Inc.: Class II TrusteeDirector since 2014.2021. Term expires in 2017.2023. -----------------------------------------------------------------------------------------------
* Mr. Baumgardner is Of Counsel to Sullivan & Cromwell LLP, which acts as independent outside legal counsel to the Independent Directors of each Pioneer Fund. ** Ms. Jones and Mr. Taubes are Interested TrusteesDirectors because they are an officer or director of each fund's investment adviser and certain of its affiliates. 18 Responsibilities of the Board of TrusteesDirectors The Board of Trustees is responsible for overseeing each fund's management and operations. The Chairman of the Board is an Independent Trustee.Director. Independent TrusteesDirectors constitute at least 75% of the Board. During each fund'sthe most recent fiscal year of each of Pioneer Diversified High Income Fund, Inc., Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc., the Board of Trustees held 7 meetings. During the most recent fiscal year of each of Pioneer Floating Rate Fund, Inc. and Pioneer High Income Fund, Inc., the Board held 8 meetings. During the most recent fiscal year of Pioneer Municipal High Income Opportunities Fund, Inc., the Board held 4 meetings. All of the current TrusteesDirectors and committee members of each fund then serving attended at least 75% of the meetings of the Board of Trustees and applicable committees, if any, held during that fund's most recent fiscal year. The funds do not have a policy on TrusteeDirector attendance at the annual meeting of shareholders.meeting. For each fund, one TrusteeDirector attended the 20162021 annual meeting of shareholders. 16 stockholders. The TrusteesDirectors were selected or nominated to join the Board based upon the following as to each Board member: such person's character and integrity; such person's judgment, analytical ability, intelligence, and common sense; such person's experience and previous profit and not-for-profit board membership; such person's demonstrated willingness to take an independent and questioning stance toward management; such person's willingness and ability to commit the time necessary to perform the duties of a Trustee;Director; as to each Independent Trustee,Director, his or her status as not being an "interested person" as defined under the 1940 Act; and, as to Ms. Jones and Mr. Taubes, their association with Amundi Pioneer.US. Each Director also serves on the Boards of Directors of other exchange-listed closed-end funds, closed-end interval funds, and open-end funds, all part of the Pioneer Funds complex, and has substantial experience protecting fund stockholders' interests. As part of their service on the boards of Pioneer closed-end funds', the nominees regularly evaluate issues unique to closed-end funds, including the discount at which closed-end funds' shares may trade relative to their net asset value per share. Each of the Independent TrusteesDirectors also was selected to join the Board based on the criteria and principles set forth in the charter of each fund's Governance and Nominating Committee, Charter.as then in effect. In addition to individual attributes, the value of diversity is considered. In evaluating a Trustee'san incumbent Director's prospective service on the Board, the Trustee'sDirector's experience in, and ongoing contributions toward, overseeing the fund's business as a TrusteeDirector also are considered. In addition, the following specific experience,experiences, qualifications, attributes and/or skills apply as to each Trustee:Director: Mr. Bock, accounting, financial,Baumgardner, legal, investment management, business and public company experience as a chief financial officeran attorney practicing investment management, corporate and an executive officersecurities law and experience as a board member of other organizations; Ms. Durnin, investment management and investment company experience as an executive officer of an investment adviser; Mr. Friedman, academic leadership, economic and finance experience and investment company board experience; Ms. Graham, academic leadership,Mr. MacKay, investment, financial and business experience as a partner in business, financean investment banking firm and management consulting;experience as a board member 19 of other organizations; Ms. Monchak, investment, financial and business experience, including as the chief investment officer of a pension fund.fund; Mr. Perna, accounting, financial, and business experience as an executive officer and experience as a board member of other organizations; Ms. Piret, accounting, financial and entrepreneurial experience as an executive, valuation experience and investment company board experience; Mr. Ricciardi, financial, business and investment company experience as an executive officer of a financial and investment company services organization, and experience as a board member of offshore investment companies and other organizations; Ms. Jones, investment management experience as an executive and leadership roles with Amundi PioneerUS and its affiliates,affiliates; and Mr. Taubes, portfolio management experience and leadership roles with Amundi Pioneer.US. However, in its periodic assessment of the effectiveness of the Board, the Board considers the complementary skills and experience of individual TrusteesDirectors primarily in the broader context of the Board's overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the funds. Each fund's Agreement and Declaration of Trust provides thatfund. Under the MGCL, the appointment, designation (including in any proxy or registration statement or other document) of a TrusteeDirector as an expert on any topic or in any area, or as having experience, attributes or skills in any area, or any other appointment, designation or identification, shalldoes not impose on that person any standard of care or liability that is greater than that imposed on that person as a TrusteeDirector in the absence of the appointment, designation or identification, and no TrusteeDirector who has special attributes, skills, experience or expertise, or is appointed, designated, or identified as aforesaid, shall beis held to a higher standard of care by virtue thereof. 17 Board Committees The Board of Trustees has five standing committees: the Independent TrusteesDirectors Committee, the Audit Committee, the Governance and Nominating Committee, the Policy Administration Committee and the Valuation Committee. Each committee is chaired by an Independent TrusteeDirector (the "Chairs") and all members of each committee are Independent Trustees.Directors. The Chairs of the committees work with the Chairman of the Board and fund management in setting the agendas for Board meetings. The Chairs of the committees set the agendas for committee meetings with input from fund management. As noted below, through the committees, the Independent TrusteesDirectors consider and address important matters involving the funds, including those presenting conflicts or potential conflicts of interest for management. The Independent TrusteesDirectors also regularly meet without the presence of management and are advised by independent legal counsel. The Board believes that the committee structure, and delegation to the committees of specified oversight responsibilities, help the Board more effectively to provide governance and oversight of the funds' affairs. Mr. Perna, Chairman of the Board, is a member of each committee except the Audit Committee and the Valuation Committee, of each of which he is a non-voting, ex-officio member. 20 During the most recent fiscal year for each fund, the Audit, Governance and Nominating, Independent Trustees,Directors, Policy Administration and Valuation Committees of each fund held the following meetings:
4/30/2022 11/30/2021 3/31/2022 4/30/2022 3/31/2022 4/30/22 --------------------------------------------------------------------------------------------------- Pioneer Pioneer Pioneer Pioneer Pioneer Pioneer Municipal Municipal Diversified Floating High Municipal High Income High Income High Income Rate Income High Income Advantage Trust Trust Trust Trust Trust ----------- -------- ------- ----------- -----------Opportunities Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc. --------------------------------------------------------------------------------------------------- Audit Committee 7 6 6 7 7 7 76 6 Governance and Nominating Committee 3 2 3 34 8 4 4 4 3 Independent TrusteesDirectors Committee 11 7 11 11 117 8 7 8 5 Policy Administration Committee 4 5 4 4 4 4 3 Valuation Committee 5 5 5 5 54 4 4 4 4 3
Independent TrusteesDirectors Committee: David R. Bock,John E. Baumgardner, Jr., Diane Durnin, Benjamin M. Friedman, Margaret B.W. Graham,Craig C. MacKay, Lorraine H. Monchak, Thomas J. Perna (Chair), Marguerite A. Piret and Fred J. Ricciardi. The Independent TrusteesDirectors Committee is comprised of all of the Independent Trustees.Directors. The Independent TrusteesDirectors Committee serves as the forum for consideration of a number of issues required to be considered separately by the Independent TrusteesDirectors under the 1940 Act, including the assessment and review of each fund's advisory agreement and other related party contracts. The Independent TrusteesDirectors Committee also considers issues that the Independent TrusteesDirectors believe it is advisable for them to consider separately from the Interested Trustees. 18 Directors. Audit Committee: David R. Bock (Chair), Benjamin M. Friedman, Craig C. MacKay, Lorraine H. Monchak and Marguerite A. Piret.Fred J. Ricciardi (Chair). Each fund's Audit Committee is comprised of only Independent TrusteesDirectors who are "independent" as defined in the applicable New York Stock Exchange ("NYSE") and NYSE MKTAmerican (Pioneer Diversified High Income Fund, Inc.) listing standards relating to closed-end funds. The Board of Trustees of each fund has adopted a charter for the Audit Committee. In accordance with its charter, the purposes of the Audit Committee are to: .o Assist the Board of Trustees'Board's oversight and monitoring of: (i) the integrity of the fund's financial statements; (ii) the fund's compliance with legal and regulatory requirements;(iii) the independent registered public accounting firm's qualifications, performance and independence; and (iv) the performance of the fund's internal audit function; and .o Prepare the disclosure required by Item 407(d)(3)(i) of Regulation S-K to be included in the fund's annual proxy statement and other filings. 21 The Audit Committee charter is available on Amundi Pioneer'sUS's website: www.us.pioneerinvestments.com.amundi.com/US. You also can obtain a copy by sending a written request to your fund at the address listed on this proxy statement. The information contained on Amundi US's website is not part of, or incorporated by reference in, this proxy statement. Each fund's Board of Trustees has determined that the fund has at least one audit committee financial expert serving on its Audit Committee. Mr. Bock,Ricciardi, an Independent Trustee,Director, serves on each Audit Committee and has been determined to be an audit committee financial expert. Audit Committee Report The Audit Committee reports that it has (1) reviewed and discussed each fund's audited financial statements with management; (2) discussed with the independent registered public accounting firm the matters required to be discussed with the independent auditors by the Statementapplicable requirements of Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200 T;and the SEC; and (3) received written disclosures and an independencethe letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1, as adopted byapplicable requirements of the Public Company Accounting Oversight Board in Rule 3600 T,regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm that firm's independence. Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of TrusteesDirectors that the audited financial statements be included in the Annual Report for Pioneer Floating Rate TrustFund, Inc. for the fiscal year ended November 30, 2016,2021, the Annual Reports for Pioneer High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage TrustFund, Inc. for the fiscal year ended March 31, 20172022 and in the Annual Reports for Pioneer Diversified High Income TrustFund, Inc., Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income TrustOpportunities Fund, Inc. for the fiscal year ended April 30, 2017. 19 2022. The members of each fund's Audit Committee are: David R. Bock (Chair) Benjamin M. Friedman Craig C. MacKay Lorraine H. Monchak Marguerite A. PiretFred J. Ricciardi (Chair) Governance and Nominating Committee: Margaret B.W. GrahamJohn E. Baumgardner, Jr. (Chair), Diane Durnin, and Thomas J. Perna and Fred J. Ricciardi.Perna. All members of the Governance and Nominating Committee are independent under the applicable NYSE and NYSE MKTAmerican listing standards relating to closed-end funds, and are not "interested persons," as defined in the 1940 Act, of each fund. The Board of each fund has adopted a written charter for the Governance and Nominating Committee, which is available on Amundi Pioneer'sUS's website: http://us.pioneerinvestments.com.amundi.com/US. You also can obtain a copy by sending a written request to your fund at the address listed on this proxy statement. The Governance and Nominating Committee considers governance matters affecting the Board and each fund. Among other responsibilities, the Governance and Nominating Committee reviews the performance of the Independent TrusteesDirectors as a whole, and reviews 22 and recommends to the Independent TrusteesDirectors Committee any appropriate changes concerning, among other things, the size and composition of the Board, the Board's committee structure and the Independent Trustees'Directors' compensation. The Governance and Nominating Committee also makes recommendations to the Independent TrusteesDirectors Committee or the Board on matters delegated to it. In addition, the Governance and Nominating Committee screens potential candidates for Independent Trustees.Directors. Among other responsibilities, the Governance and Nominating Committee reviews periodically the criteria for Independent TrusteesDirectors and the spectrum of desirable experience, expertise and expertisecharacteristics for Independent TrusteesDirectors as a whole, and reviews periodically the qualifications and requisite skills of persons currently serving as Independent TrusteesDirectors and being considered for re-nomination. The Governance and Nominating Committee also reviews the qualifications of any person nominated to serve on the Board by a shareholderstockholder or recommended by any Trustee,Director, management or another person and makes a recommendation as to the qualifications of such nominated or recommended person to the Independent TrusteesDirectors and the Board, and reviews periodically the Committee's procedure, if any, regarding candidates submitted by shareholders.stockholders. The TrusteesGovernance and Nominating Committee also strives to achieve diversity of the Board with respect to attributes such as race, ethnicity, gender, cultural background and professional experience when reviewing candidates for any Board vacancies. The Directors who are not Independent TrusteesDirectors and the officers of each fund are nominated and selected by the Board. The Governance and Nominating Committee does not have specific, minimum qualifications for nominees, nor has it established specific qualities or skills that it regards as necessary for one or more of the Independent TrusteesDirectors to possess (other than qualities or skills that may be required by applicable law or regulation). However, in evaluating a person as a potential nominee to serve as an Independent Trustee,Director, the Governance and Nominating Committee will consider the following general criteria and principles, among any others that it may deem relevant: (i) the nominee's reputation for integrity, honesty and adherence 20 to high ethical standards; (ii) the nominee's business acumen and ability to exercise sound judgment in matters that relate to the current and long-term objectives of the fund and whether the person is willing and able to contribute positively to the decision-making process of the fund; (iii) the nominee's commitment and ability to devote the necessary time and energy to be an effective Independent Trustee,Director, to understand the fund and the responsibilities of a trusteedirector of an investment company; (iv) the nominee's ability to understand the sometimes conflicting interests of the various constituencies offund and the fundmanagement company, and to act in the interests of all shareholders;stockholders; (v) whether the absence ofnominee has, or appears to have, a conflict of interest that would impair his or her ability to represent the interests of all shareholdersstockholders and to fulfill the responsibilities of a trustee;director; and (vi) the value of diversitythat nominees shall not be discriminated against on the Board.basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The Governance and Nominating Committee also will consider whether the nominee has the experience or skills that the Governance and Nominating Committee believes would maintain or enhance the effectiveness of the Independent Trustees'Directors' oversight of each fund's affairs, based on the 23 then current composition and skills of the Independent TrusteesDirectors and experience or skills that may be appropriate in light of changing business conditions and regulatory or other developments. The Governance and Nominating Committee does not necessarily place the same emphasis on each criterion. The Governance and Nominating Committee does not have a formal procedure for the implementation, or for assessing the effectiveness, of its policy with regard to the consideration of the value of diversity on the Board in reviewing potential nominees for Independent Trustee.Director. However, as noted above, in its periodic assessment of the effectiveness of the Board, the Board considers the complementary skills and experience of individual TrusteesDirectors in the context of the Board's overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the funds. In addition, as noted above, the Governance and Nomination Committee Chartercharter provides that nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. As long as an existing Independent TrusteeDirector continues, in the opinion of the other Independent Trustees,Directors, to satisfy these criteria and continues to make positive contributions to the Board, each fund anticipates that Independent TrusteesDirectors of the fund would favor the re-nomination of an existing TrusteeDirector rather than a new candidate. Consequently, while the Governance and Nominating Committee will evaluate the qualifications of nominees recommended by shareholdersstockholders to serve as Trustee,Director, the Independent TrusteesDirectors might act upon the Governance and Nominating Committee's evaluation only if there is a vacancy on the Board. In the event that a vacancy arises or a change in Board membership is determined to be advisable, the Governance and Nominating Committee will, in addition to any shareholderstockholder recommendations, evaluate candidates identified by other means, including candidates proposed by Independent TrusteesDirectors or management. While it has not done so in the past, the Governance and Nominating Committee may retain a consultant to assist the Committee in a search for a qualified candidate. 21 Any shareholder recommendation must be submitted in compliance with all of the pertinent provisions of Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Agreement and Declaration of Trust and By laws of the fund to be considered by theThe Governance and Nominating Committee.Committee will consider recommendations for board membership by stockholders. In evaluating a nominee recommended by a shareholder,stockholder, the Governance and Nominating Committee, in addition to the criteria discussed above, may consider the objectives of the shareholderstockholder in submitting that nomination and whether such objectives are consistent with the interests of all shareholders.stockholders. If the Board determines to include a shareholder'sstockholder's candidate among the slate of Board nominees, the candidate's name will be placed on the fund's proxy card. If the Governance and Nominating Committee, the Independent Trustees or the Board determines not to include such candidate among the Board's designated nominees and the shareholder has satisfied the requirements of Rule 14a-8 under the Exchange Act, the shareholder's candidate will be treated as a nominee of the shareholder who originally nominated the candidate. The Governance and Nominating Committee initiated the recommendation of each of the non-interested nominees to serve as an Independent Trustee.Director. With respect to the re-nomination of an existing Independent Trustee,Director, the Governance and Nominating Committee and the Independent TrusteesDirectors Committee use the criteria and the principles set forth above, as revised from time to time, to guide the selection process. Shareholders24 Stockholders may communicate with the members of the Board as a group or individually. Any such communication should be sent to the Board or an individual TrusteeDirector c/o the Secretary of the fund at the address on the notice of this meeting. The Secretary may determine not to forward any communication to members of the Board that does not relate to the business of a fund. Valuation Committee: David R. Bock, Benjamin M. Friedman, Craig C. MacKay, Lorraine H. Monchak, and Marguerite A. Piret (Chair)., and Fred J. Ricciardi. The Valuation Committee, among other things, determines with Amundi Pioneerreviews the value of securities under certain circumstancesreports and considers other matters with respectinformation provided to the Committee by Amundi US, as the valuation designee of securities,the funds, and assists the Board in the oversight of Amundi US as the valuation designee of the funds, in each case in accordance with each fund's valuation procedures. Policy Administration Committee: Margaret B.W. Graham (Chair), Thomas J. Perna (Chair), John E. Baumgardner, Jr., Diane Durnin and Fred J. Ricciardi.Marguerite A. Piret. The Policy Administration Committee, among other things, oversees and monitors each fund's compliance with legal and regulatory requirements that are not directly related to financial reporting, internal financial controls, independent audits or the performance of the fund's internal audit function. The Policy Administration Committee also oversees the adoption and implementation of certain of the funds' policies and procedures. 22 Oversight of Risk Management Consistent with its responsibility for oversight of each fund in the interests of shareholders,stockholders, the Board of Trustees oversees risk management of each fund's investment management and business operations. In performing thishas established a framework for the oversight function, the Board considersof various risks and risk management practices relating to the funds.funds, including the oversight of the identification of risks and the management of certain identified risks. The Board has delegated certain aspects of its risk oversight responsibilities to the committees.committees, but relies primarily on Amundi US and its affiliates for the identification and management or mitigation of risks relating to their management activities on behalf of the funds, as well as to oversee and advise the Board on the risks that may arise relating to the activities of other fund service providers. Each fund faces a number of risks, such as investment risk, counterparty risk, valuation risk, enterprise risk, reputational risk, cybersecurity risk, risk of operational failure or lack of business continuity, and legal, compliance and regulatory risk. The goal of risk management is to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholderstockholder services, investment performance or reputation of a fund. Most of the funds' investment management and business operations are carried out by or through Amundi Pioneer,US, its affiliates, and other service providers (such as the custodian and fund accounting agent and the transfer agent), each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ from each fund's and each other's in the 25 setting of priorities, the resources available or the effectiveness of relevant controls. Operational or other failures, including cybersecurity failures, at any one or more of the funds' service providers could have a material adverse effect on a fund and its stockholders. Under the overall supervision of the Board or the applicable committee of the Board, each fund, or Amundi PioneerUS and the affiliates of Amundi PioneerUS, or other service providers to each fund employ a variety of processes, procedures and controls in an effort to identify, address and mitigate risks. Different processes, procedures and controls are employed with respect to different types of risks. Various personnel, including the funds' and Amundi Pioneer'sUS's chief compliance officer and Amundi Pioneer'sUS's chief risk officer and director of internal audit, as well as various personnel of Amundi Pioneer,US and theof other service providers, make periodic reports to the applicable committee or to the Board with respect to various aspects of risk management, and the applicable committee of the Board review Financial Intermediary Controls and Compliance Assessment ("FICCA") reports if available.management. The reports received by the TrusteesDirectors related to risks typically are summaries of relevant information. The Trustees recognizeBoard recognizes that not all risks that may affect a fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve each fund's goals, that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness, and that some risks are simply beyond the control of the funds or Amundi PioneerUS and its affiliates or other service providers. Because most of the funds' operations are carried out by various service providers, the Board's oversight of the risk management processes of those service providers, including processes to address cybersecurity and other operational failures, is inherently limited. As a result of the foregoing and other factors, each fund's ability to manage risk is subject to substantial limitations. In addition, itIt is important to note that each fund is designed for investors that are prepared to accept investment risk, including the possibility that as yet unforeseen risks may emerge in the future. 23 The following table indicates the value of shares that each TrusteeDirector or nominee beneficially owned in each fund and Pioneer Funds in the aggregate as of May 31, 2017.2022. Beneficial ownership is determined in accordance with Securities and Exchange Commission ("SEC") rules.SEC Rule 13d-3(d)(1). The share value of any closed-end Pioneer fund is based on its closing market price on May 31, 2017.2022. The share value of any open-end Pioneer fund is based on the net asset value of the class of shares on May 31, 2017.2022. The dollar ranges in this table are in accordance with SEC requirements.
Aggregate Dollar Range of Equity Securities in All Pioneer Funds Dollar Range of Overseen or to be Equity Securities Overseen by Name of Trustee or Nominee in each Fund Trustee or Nominee -------------------------- ----------------- ------------------ INTERESTED TRUSTEE or NOMINEE $0 /1/ $0 /2/ Lisa M. Jones $0 /3/ Over $100,000 $0 /4/ $0 /5/ $0 /1/ $0 /2/ Kenneth J. Taubes $0 /3/ Over $100,000 $0 /4/ $0 /5/
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Aggregate Dollar Range of Equity Securities in All Pioneer Funds Dollar Range of Overseen or to be Equity Securities Overseen by Name of TrusteeDirectors or NomineeNominees in each Fund TrusteeDirectors or Nominee -------------------------- ----------------------- ------------------Nominees ------------------------------------------------------------------------- INDEPENDENT TRUSTEEINTERESTED DIRECTORS or NOMINEENOMINEES ------------------------------------------------------------------------- $0 /1/(1) $0 /2/ David R. Bock(2) $0 /3/(3) Lisa M. Jones $0 (4) Over $100,000 $0 /4/(5) $0 /5/(6) ------------------------------------------------------------------------- $0 /1/(1) $0 /2/(2) $0 (3) Kenneth J. Taubes $0 (4) Over $100,000 $0 (5) $0 (6) ------------------------------------------------------------------------- INDEPENDENT DIRECTORS or NOMINEES ------------------------------------------------------------------------- $0 (1) $0 (2) $0 (3) John E. Baumgardner, Jr. $0 (4) Over $100,000 $0 (5) $0 (6) ------------------------------------------------------------------------- $0 (1) $0 (2) $0 (3) Diane Durnin $0 (4) Over $100,000 $0 (5) $0 (6) ------------------------------------------------------------------------- $0 (1) $0 (2) $0 (3) Benjamin M. Friedman $0 /3/(4) Over $100,000 $0 /4/(5) $0 /5/ $10,001 to $50,000 /1/ $1 to $10,000 /2/ Margaret B.W. Graham $1 to $10,000 /3/ Over $100,000 $0 /4/ $0 /5/ $0 /1/ $0 /2/ Lorraine H. Monchak $0 /3/ Over $100,000 $0 /4/ $0 /5/ $0 /1/ $0 /2/ Thomas J. Perna $0 /3/ Over $100,000 $0 /4/ $0 /5/ $0 /1/ $0 /2/ Marguerite A. Piret $0 /3/ Over $100,000 $0 /4/ $0 /5/(6) -------------------------------------------------------------------------
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Aggregate Dollar Range of Equity Securities in All Pioneer Funds Dollar Range of Overseen or to be Equity Securities Overseen by Name of TrusteeDirectors or NomineeNominees in each Fund TrusteeDirectors or Nominee -------------------------- ----------------- ------------------Nominees ----------------------------------------------------------------------------- INDEPENDENT TRUSTEEINTERESTED DIRECTORS or NOMINEENOMINEES ----------------------------------------------------------------------------- $0 /1/(1) $0 /2/(2) Craig C. MacKay $0 (3) $50,000 - $100,000 $0 (4) $0 (5) $0 (6) ----------------------------------------------------------------------------- $0 (1) $0 (2) $0 (3) Lorraine H. Monchak $0 (4) Over $100,000 $0 (5) $0 (6) ----------------------------------------------------------------------------- $0 (1) $0 (2) $0 (3) Thomas J. Perna $0 (4) Over $100,000 $0 (5) $10,001 - $50,000 (6) ----------------------------------------------------------------------------- $0 (1) $0 (2) $0 (3) Marguerite A. Piret $0 (4) Over $100,000 $0 (5) $0 (6) ----------------------------------------------------------------------------- $0 (1) $0 (2) $0 (3) Fred J. Ricciardi $0 /3/(4) Over $100,000 $0 /4/(5) $0 /5/(6) -----------------------------------------------------------------------------
/1/(1) Shares held in Pioneer High Income Trust /2/Fund, Inc. (2) Shares held in Pioneer Municipal High Income Trust /3/Fund, Inc. (3) Shares held in Pioneer Municipal High Income Advantage Trust /4/ Shares held in Pioneer Floating Rate Trust /5/Fund, Inc. (4) Shares held in Pioneer Diversified High Income TrustFund, Inc. (5) Shares held in Pioneer Floating Rate Fund, Inc. (6) Shares held in Pioneer Municipal High Income Opportunities Fund, Inc. 28 As of December 31, 2016,2021, the Trustees,Directors, any nominee for election as a TrusteeDirector and the executive officers of each fund owned beneficially in the aggregate less than 1% of the outstanding shares of each fund. For each of the funds, during the most recent fiscal year, none of the TrusteesIndependent Directors or any nominee for election as a Trusteean Independent Director engaged in the purchase or sale of securities of Amundi Pioneer,US, Amundi, Amundi USA,US, Inc. or any other entity in a control relationship to Amundi PioneerUS or Amundi Pioneer Distributor US, Inc. Compliance with Section 16(a) Reporting Requirements Section 16(a)Material Relationships of the Exchange Act requires each fund's executive officers, Trustees and persons who own more than ten percent of a fund's shares ("10% Shareholders")Independent Directors Mr. Baumgardner, an Independent Director, is Of Counsel to file reports of ownership and changes in ownership withSullivan & Cromwell LLP, which acts as independent counsel to the SEC. Executive officers, Trustees and 10% Shareholders are required by SEC regulations to furnish the fund with copiesIndependent Directors of all Section 16(a) forms they file. Section 30(h) of the 1940 Act extendsPioneer Funds. The aggregate compensation paid to Sullivan & Cromwell LLP by the reporting requirements under Section 16(a) of the Exchange Act to certain officers of the fund's investment adviser. Based solely on a review of the copies of these reports furnished toPioneer Funds was approximately $752,913 and $626,073 in each of the funds2020 and representations that no other reports were required to be filed, each fund believes that during the past fiscal year the filing requirements applicable to such persons were met. 26 2021. Executive officers In addition to Ms. Jones, who serves as the President and Chief Executive Officer of each fund, the following table provides information with respect to the other executive officers of the funds. Each executive officer is elected by the Board of Trustees and serves until his or her successor is chosenelected and qualified or until his or her resignation or removal by the Board. Each of the executive officers of the funds is an employee of Amundi US and none of the executive officers are employees of the funds. The business address of all officers of the funds is 60 State Street, Boston, Massachusetts 02109. Name, age and position with each fund Principal occupation(s) ------------------------------------- ------------------------------------- Christopher J. Kelley Vice President and Associate General (52) Counsel of Amundi Pioneer since Secretary and Chief Legal Officer January 2008 and Secretary and Chief Legal Officer of all of the Pioneer Funds since June 2010; Assistant Secretary of all of the Pioneer Funds from September 2003 to May 2010; and Vice President and Senior Counsel of Amundi Pioneer from July 2002 to December 2007 Carol B. Hannigan Fund Governance Director of Amundi (56) Pioneer since December 2006 and Assistant Secretary Assistant Secretary of all the Pioneer Funds since June 2010; Manager- Fund Governance of Amundi Pioneer from December 2003 to November 2006; and Senior Paralegal of Amundi Pioneer from January 2000 to November 2003 Thomas Reyes Senior Counsel of Amundi Pioneer (54) since May 2013 and Assistant Assistant Secretary Secretary of all the Pioneer Funds since June 2010; Counsel of Amundi Pioneer from June 2007 to May 2013; and Vice President and Counsel at State Street Bank from October 2004 to June 2007 Mark E. Bradley Vice President - Fund Treasury of (57) Amundi Pioneer; and Treasurer of all Treasurer of the Pioneer Funds since March 2008; Deputy Treasurer of Amundi Pioneer from March 2004 to February 2008; and Assistant Treasurer of all of the Pioneer Funds from March 2004 to February 2008 Luis I. Presutti Director - Fund Treasury of Amundi (52) Pioneer; and Assistant Treasurer of Assistant Treasurer all of the Pioneer Funds Gary Sullivan Fund Accounting Manager - Fund (59) Treasury of Amundi Pioneer; and Assistant Treasurer Assistant Treasurer of all of the Pioneer Funds 27
Name, age and position with each fund Principal occupation(s) ---------------------------------------------------------------------------------------- Christopher J. Kelley Vice President and Associate General Counsel of (57) Amundi US since January 2008; Secretary and Secretary and Chief Legal Officer Chief Legal Officer of all of the Pioneer Funds since June 2010; Assistant Secretary of all of the Pioneer Funds from September 2003 to May 2010; Vice President and Senior Counsel of Amundi US from July 2002 to December 2007 ---------------------------------------------------------------------------------------- Thomas Reyes Assistant General Counsel of Amundi US since (59) May 2013 and Assistant Secretary of all the Assistant Secretary Pioneer Funds since June 2010; Counsel of Amundi US from June 2007 to May 2013 ---------------------------------------------------------------------------------------- Anthony J. Koenig, Jr. Managing Director, Chief Operations Officer and (58) Fund Treasurer of Amundi US since May 2021; Treasurer and Chief Financial and Treasurer of all of the Pioneer Funds since May Accounting Officer 2021; Assistant Treasurer of all of the Pioneer Funds from January 2021 to May 2021; and Chief of Staff, US Investment Management of Amundi US from May 2008 to January 2021 ----------------------------------------------------------------------------------------
29 Name, age and position with each fund Principal occupation(s) ------------------------------------- ------------------------------------- David F. Johnson Fund Administration Manager - Fund (37) Treasury of Amundi Pioneer since Assistant Treasurer November 2008; Assistant Treasurer of all of the Pioneer Funds since January 2009; and Client Service Manager - Institutional Investor Services at State Street Bank from March 2003 to March 2007 Jean M. Bradley Chief Compliance Officer of Amundi (64) Pioneer and of all the Pioneer Funds Chief Compliance Officer since March 2010; Chief Compliance Officer of Amundi Pioneer Institutional Asset Management, Inc. since January 2012; Chief Compliance Officer of Vanderbilt Capital Advisors, LLC since July 2012; Director of Adviser and Portfolio Compliance at Amundi Pioneer since October 2005; and Senior Compliance Officer for Columbia Management Advisers, Inc. from October 2003 to October 2005 Kelly K. O'Donnell Vice President - Head of Investor (46) Services Group of Amundi Pioneer and Anti-Money Laundering Officer Anti-Money Laundering Officer of all the Pioneer Funds since 2006
Name, age and position with each fund Principal occupation(s) --------------------------------------------------------------------------------------- Luis I. Presutti Director -- Fund Treasury of Amundi US since (57) 1999; and Assistant Treasurer of all of the Assistant Treasurer Pioneer Funds since 1999 --------------------------------------------------------------------------------------- Gary Sullivan Senior Manager -- Fund Treasury of Amundi US (64) since 2012; and Assistant Treasurer of all of the Assistant Treasurer Pioneer Funds since 2002 --------------------------------------------------------------------------------------- Antonio Furtado Fund Oversight Manager -- Fund Treasury of (40) Amundi US since 2020; Assistant Treasurer of all Assistant Treasurer of the Pioneer Funds since 2020; and Senior Fund Treasury Analyst from 2012 - 2020 --------------------------------------------------------------------------------------- Michael Melnick Vice President - Deputy Fund Treasurer of (51) Amundi US since May 2021; Assistant Treasurer Assistant Treasurer of all of the Pioneer Funds since July 2021; Director of Regulatory Reporting of Amundi US from 2001 -- 2021; and Director of Tax of Amundi US from 2000 - 2001 --------------------------------------------------------------------------------------- John Malone Managing Director, Chief Compliance Officer of (51) Amundi US Asset Management; Amundi Asset Chief Compliance Officer Management US, Inc.; and the Pioneer Funds since September 2018; Chief Compliance Officer of Amundi Distributor US, Inc. since January 2014 --------------------------------------------------------------------------------------- Brandon Austin Director, Financial Security -- Amundi Asset (50) Management; Anti-Money Laundering Officer of Anti-Money Laundering Officer all the Pioneer Funds since March 2022 Director of Financial Security of Amundi US since July 2021; Vice President, Head of BSA, AML and OFAC, Deputy Compliance Manager, Cr[]dit Agricole Indosuez Wealth Management (investment management firm) (2013 -- 2021) ---------------------------------------------------------------------------------------
30 Compensation of TrusteesDirectors and executive officers The following table sets forth certain information with respect to the compensation of each TrusteeDirector of Pioneer High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage TrustFund, Inc. for the fiscal year ended March 31, 2017.2022. The amounts paid to the TrusteesDirectors by each fund differ due to (i) membership on or chairing certain committees of the Board of Trustees and other responsibilities assigned to specific Trustees,Directors, and (ii) attendance at meetings. Each fund does not pay any salary or other compensation to its officers.executive officers, none of whom are employees of the funds. The funds' executive officers, who are also officers or employees of Amundi US or its affiliates, are compensated by Amundi US or its affiliates. Pioneer High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust:Fund, Inc.:
Pension or Retirement Total Benefits Compensation Aggregate Accrued as from the Fund Compensation Part of and Other Name of TrusteeDirector from each Fund Fund Expenses Pioneer Funds/1/ --------------- -------------- ------------- ---------------Funds(1) ---------------------------------------------------------------------------- Interested Trustees:Directors: ---------------------------------------------------------------------------- Lisa M. Jones $0.00* $0.00 $0.00 $0.00** ---------------------------------------------------------------------------- Kenneth J. Taubes $0.00* $0.00 $0.00 $0.00** ---------------------------------------------------------------------------- Independent Directors: ---------------------------------------------------------------------------- John E. Baumgardner, Jr. $1,806.55* $0.00 $291,525.00 $2,157.63** ---------------------------------------------------------------------------- Diane Durnin $1,796.73* $0.00 $288,628.00 $2,143.82** ---------------------------------------------------------------------------- Craig C. MacKay $1,788.14* $0.00 $286,150.00 $2,131.60** ---------------------------------------------------------------------------- Benjamin M. Friedman $1,909.04* $0.00 $322,819.00 $2,305.10** ---------------------------------------------------------------------------- Lorraine H. Monchak $1,927.55* $0.00 $328,422.00 $2,331.62** ---------------------------------------------------------------------------- Thomas J. TaubesPerna $2,150.23* $0.00 $396,025.00 $2,651.35** ---------------------------------------------------------------------------- Marguerite A. Piret $1,840.52* $0.00 $301,922.00 $2,206.46** ---------------------------------------------------------------------------- Fred J. Ricciardi $1,869.87* $0.00 $310,922.00 $2,248.88** ----------------------------------------------------------------------------
(1) As of the fiscal year ended March 31, 2022, there were 49 U.S. registered funds in the Pioneer Funds. * Aggregate compensation from Pioneer High Income Fund, Inc. ** Aggregate compensation from Pioneer Municipal High Income Advantage Fund, Inc. 31 The following table sets forth certain information with respect to the compensation of each Director of Pioneer Diversified High Income Fund, Inc., Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc. for the fiscal year ended April 30, 2022. The amounts paid to the Directors differ due to (i) membership on or chairing certain committees of the boards of Directors and other responsibilities assigned to specific Directors, and (ii) attendance at meetings. Each fund does not pay any salary or other compensation to its executive officers, none of whom are employees of the funds. The funds' executive officers, who are also officers or employees of Amundi US or its affiliates, are compensated by Amundi US or its affiliates. Pioneer Diversified High Income Fund, Inc., Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc.:
Pension or Retirement Total Benefits Compensation Aggregate Accrued as from the Fund Compensation Part of and Other Name of Director from each Fund Fund Expenses Pioneer Funds(1) ----------------------------------------------------------------------------- Interested Directors: ----------------------------------------------------------------------------- Lisa M. Jones $0.00* $0.00 $0.00 $0.00** $0.00*** ----------------------------------------------------------------------------- Kenneth J. Taubes $0.00* $0.00 $0.00 $0.00** $0.00*** ----------------------------------------------------------------------------- Independent Directors: ----------------------------------------------------------------------------- John E. Baumgardner, Jr. $1,000.00* $0.00 $0.00*$291,525.00 $2,009.85** $1,174.23*** ----------------------------------------------------------------------------- Diane Durnin $1,000.00* $0.00 $288,628.00 $1,997.84** $1,171.54*** ----------------------------------------------------------------------------- Benjamin M. Friedman $1,000.00* $0.00 $322,819.00 $2,138.58** $1,234.90*** ----------------------------------------------------------------------------- Craig C. MacKay $1,000.00* $0.00 $286,150.00 $1,987.24** $1,171.54*** ----------------------------------------------------------------------------- Lorraine H. Monchak $1,000.00* $0.00 $328,422.00 $2,161.71** $1,243.69*** -----------------------------------------------------------------------------
2832
Pension or Retirement Total Benefits Compensation Aggregate Accrued as from the Fund Compensation Part of and Other Name of TrusteeDirector from each Fund Fund Expenses Pioneer Funds/1/ --------------- -------------- ------------- ---------------Funds(1) -------------------------------------------------------------------------- Independent Trustees: David R. Bock $2,190.21* $0.00 $268,063.00 $2,349.34** Benjamin M. Friedman $2,210.09* $0.00 $271,625.00 $2,368.20** Margaret B.W. Graham $2,051.53* $0.00 $242,000.00 $2,186.75** Lorraine H. Monchak $2,056.39* $0.00 $242,938.00 $2,192.99**Directors: -------------------------------------------------------------------------- Thomas J. Perna $2,475.87*$1,000.00* $0.00 $321,188.00 $2,669.57*$396,025.00 $2,440.60** $1,361.53*** -------------------------------------------------------------------------- Marguerite A. Piret $2,158.86*$1,000.00* $0.00 $262,063.00 $2,309.79*$301,922.00 $2,052.49** $1,195.18*** -------------------------------------------------------------------------- Fred J. Ricciardi $1,957.27*$1,000.00* $0.00 $224,375.00 $2,078.96*$310,922.00 $2,089.53** $1,213.45*** --------------------------------------------------------------------------
/1/(1) As of the fiscal year ended March 31, 2017,April 30, 2022, there were 4649 U.S. registered investment portfoliosfunds in the Pioneer Funds. * Aggregate compensation from Pioneer Diversified High Income Trust.Fund, Inc. ** Aggregate compensation from Pioneer Municipal High Income Advantage Trust. 29 Fund, Inc. *** Aggregate compensation from Pioneer Municipal High Income Opportunities Fund, Inc. The following table sets forth certain information with respect to the compensation of each TrusteeDirector of Pioneer Diversified High Income Trust and Pioneer Municipal High Income TrustFloating Rate Fund, Inc. for the fiscal year ended AprilNovember 30, 2017.2021. The amounts paid to the TrusteesDirectors differ due to (i) membership on or chairing certain committees of the boards of TrusteesDirectors and other responsibilities assigned to specific Trustees,Directors, and (ii) attendance at meetings. The fund does not pay any salary or other compensation to its officers. Pioneer Diversified High Income Trust and Pioneer Municipal High Income Trust:executive officers, none of whom are employees of the fund. The fund's executive officers, who are also officers or employees of Amundi US or its affiliates, are compensated by Amundi US or its affiliates.
Pioneer Floating Rate Fund, Inc.: Pension or Retirement Total Benefits Compensation Aggregate Accrued as from the Fund Compensation Part of and Other Name of Director from each Fund Fund Expenses Pioneer Funds(1) ------------------------------------------------------------------------ Interested Directors: ------------------------------------------------------------------------ Lisa M. Jones $0.00 $0.00 $0.00 ------------------------------------------------------------------------ Kenneth J. Taubes $0.00 $0.00 $0.00 ------------------------------------------------------------------------
33
Pension or Retirement Total Benefits Compensation Aggregate Accrued as from the Fund Compensation Part of and Other Name of TrusteeDirector from each Fund Fund Expenses Pioneer Funds/1/ --------------- -------------- ------------- ---------------Funds(1) ---------------------------------------------------------------------------- Interested Trustees: Lisa M. Jones $ 0.00*Independent Directors: ---------------------------------------------------------------------------- John E. Baumgardner, Jr. $1,148.23 $0.00 $ 0.00 $ 0.00** Kenneth J. Taubes $ 0.00*$303,000.00 ---------------------------------------------------------------------------- Diane Durnin $1,138.27 $0.00 $ 0.00 $ 0.00** Independent Trustees: David R. Bock $1,000.00* $0.00 $268,063.00 $2,049.36**$297,251.00 ---------------------------------------------------------------------------- Benjamin M. Friedman $1,000.00*$1,158.06 $0.00 $271,625.00 $2,063.70** Margaret B.W. Graham $1,000.00*$325,000.00 ---------------------------------------------------------------------------- Craig C. MacKay(2) $583.33 $0.00 $242,000.00 $1,922.44**$166,646.00 ---------------------------------------------------------------------------- Lorraine H. Monchak $1,000.00*$1,161.29 $0.00 $242,938.00 $1,927.37**$330,751.00 ---------------------------------------------------------------------------- Thomas J. Perna $1,000.00*$1,204.38 $0.00 $321,188.00 $2,298.05**$404,500.00 ---------------------------------------------------------------------------- Marguerite A. Piret $1,000.00*$1,148.09 $0.00 $262,063.00 $2,018.26**$304,251.00 ---------------------------------------------------------------------------- Fred J. Ricciardi $1,000.00*$1,158.20 $0.00 $224,375.00 $1,838.55**$316,251.00 ----------------------------------------------------------------------------
/1/ As of the fiscal year ended April 30, 2017, there were 46 U.S. registered investment portfolios in the Pioneer Funds. * Aggregate compensation from Pioneer Diversified High Income Trust. ** Aggregate compensation from Pioneer Municipal High Income Trust. 30 The following table sets forth certain information with respect to the compensation of each Trustee of Pioneer Floating Rate Trust for the fiscal year ended November 30, 2016. The amounts paid to the Trustees differ due to (i) membership on or chairing certain committees of the boards of Trustees and other responsibilities assigned to specific Trustees, and (ii) attendance at meetings. The fund does not pay any salary or other compensation to its officers. Pioneer Floating Rate Trust:
Pension or Retirement Total Benefits Compensation Aggregate Accrued as from the Fund Compensation Part of and Other Name of Trustee from Fund Fund Expenses Pioneer Funds/1/ --------------- ------------ ------------- --------------- Interested Trustees: Lisa M. Jones $ 0.00 $0.00 $ 0.00 Kenneth J. Taubes $ 0.00 $0.00 $ 0.00 Independent Trustees: David R. Bock $2,319.82 $0.00 $251,750.00 Benjamin M. Friedman $2,314.96 $0.00 $251,000.00 Margaret B.W. Graham $2,136.35 $0.00 $223,500.00 Lorraine H. Monchak $2,129.81 $0.00 $222,479.00 Thomas J. Perna $2,611.59 $0.00 $296,750.00 Marguerite A. Piret $2,254.99 $0.00 $241,750.00 Fred J. Ricciardi $2,016.42 $0.00 $205,000.00
/1/(1) As of the fiscal year ended November 30, 2016,2021, there were 4649 U.S. registered investment portfoliosfunds in the Pioneer Funds. (2) Appointed as a Director on March 22, 2021. Investment adviser and administrator Amundi PioneerUS (the "Adviser"), whose executive offices are located at 60 State Street, Boston, Massachusetts 02109, serves as investment adviser and administrator to each fund. Prior to January 1, 2021, Amundi US was known as Amundi Pioneer Asset Management, Inc. Amundi US is an indirect, wholly owned subsidiary of Amundi and Amundi's wholly owned subsidiary, Amundi USA,Holdings US, Inc. Amundi, one of the world's largest asset managers, is headquartered in Paris, France. As of June 30, 2017,March 31, 2022, Amundi had more than $1.5$2.2 trillion in assets under management worldwide. As of June 30, 2017,March 31, 2022, Amundi PioneerUS (and its U.S. affiliates) had over $74$101 billion in assets under management. 31 On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset management companies located throughout the world, including each fund's investment adviser. Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of UniCredit S.p.A. ("UniCredit"). Prior to July 3, 2017, each fund's investment adviser was named Pioneer Investment Management, Inc. Planned redemptions of auction preferred shares On July 13, 2017, the Adviser announced that each of Pioneer Municipal High Income Advantage Trust and Pioneer Municipal High Income Trust intends to redeem all of their outstanding auction preferred shares (APS) at the liquidation preference per share (sometimes referred to as "at par") of each series of APS, together with accrued and unpaid dividends, if any, as of the redemption date. Each fund's Board of Trustees has approved a refinancing plan expected to result in the redemption of all of each fund's outstanding APS. The redemption of each fund's APS is subject to the successful negotiation of the new financing, the satisfaction of certain notice and regulatory requirements, and the closing conditions of the new financing. Specific information related to the redemption process and timeframes will be released by the funds separately. The Adviser expects the redemptions to be completed by the end of 2017. After the refinancing is completed, each fund will continue to employ financial leverage for investment purposes. The Adviser does not expect the refinancing to reduce either fund's leverage outstanding. Required vote In accordance with the Agreement and Declaration of TrustBylaws for each of Pioneer Diversified High Income Trust,Fund, Inc., Pioneer Floating Rate Trust andFund, Inc., Pioneer High Income Trust,Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc., the affirmative vote of a pluralitymajority of all of the votes of the Common SharesStock of the fund present in person or by proxyentitled to be cast at thea meeting of stockholders duly called and at which a quorum existsis present is required to elect each nominee for Trustee. .Director. - Mr. Friedman,Baumgardner, Ms. GrahamJones and Mr. TaubesMs. Monchak are the current nominees for election as Class I TrusteesIII Directors of Pioneer Diversified High Income Trust,Fund, Inc.; 34 Class II TrusteesI Directors of Pioneer Floating Rate TrustFund, Inc. and Pioneer Municipal High Income Opportunities Fund; and Class III TrusteesII Directors of Pioneer High Income Trust. The three nominees receiving the greatest number of votes for Class I Trustee of Pioneer Diversified High Income Trust, Class II Trustee of Pioneer Floating Rate Trust and Class III Trustee of Pioneer High Income Trust will be elected to the Board of Trustees of such fund.Fund, Inc. In accordance with the Agreement and Declaration of TrustBylaws for each of Pioneer Municipal High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust,Fund, Inc., the holders of Common SharesStock and Preferred SharesStock of eachthe fund will vote on the respective nominees designated to be elected by such class of shares. . Mr. Friedman,The affirmative vote of a majority of all of the votes of the Common Stock and Preferred Stock of the fund entitled to be cast at a meeting of stockholders duly called and at which a quorum is present, voting together as a single class, is required to elect each nominee for Director designated to be elected by the Common Stock and Preferred Stock of the fund. - Ms. GrahamJones and Mr. TaubesMs. Monchak are the current nominees for election by the Common Stock and Preferred Stock of the fund, voting together as a single class, as Class II TrusteesI Directors of Pioneer Municipal High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust.Fund, Inc. The three nominees receivingaffirmative vote of a majority of all of the greatest number 32 of votes of the CommonPreferred Stock of the fund entitled to be cast at a meeting of stockholders duly called and at which a quorum is present is required to elect each nominee for Director designated to be elected by the Preferred Shares, votingStock of the fund. - Mr. Baumgardner is the current nominee for election by the Preferred Stock only as a single class, for Class II Trustee of eachI Director of Pioneer Municipal High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust will be elected to the Board of Trustees of such fund.Fund, Inc. Recommendation For the reasons set forth above, the TrusteesDirectors of your fund unanimously recommend that shareholdersstockholders vote FOR each of Mr. Friedman,Baumgardner, Ms. GrahamJones and Mr. Taubes.Ms. Monchak. 35 AUDITOR INFORMATION Prior to July 3, 2017,Each fund's Board, with the Adviser was an indirect, wholly owned subsidiary of UniCredit. On that date, UniCredit completed the sale of its Pioneer Investments business, which included the Adviser, to Amundi (the "Transaction"). As a resultapproval and recommendation of the Transaction,Audit Committee, has selected Ernst & Young LLP to serve as the Adviser became an indirect, wholly-owned subsidiary of Amundi. Amundi is controlled by Credit Agricole S.A. Amundi is headquartered in Paris, France, and, as of June 30, 2017, Amundi had more than $1.5 trillion in assets under management worldwide. Deloitte & Touche LLP, each fund's previous independent registered public accounting firm informed the Audit Committee and the Board that it would no longer be independent with respect to the funds upon the completion of the Transaction as a result of certain services being provided to Amundi and Credit Agricole, and, accordingly, that it intended to resign as each fund's independent registered public accounting firm upon the completion of the Transaction. Deloitte & Touche LLP's resignation was effective on July 3, 2017, when the Transaction was completed. During the periods as to which Deloitte & Touche LLP has served as each fund's independent registered public accounting firm, including each fund's two most recent fiscal years preceding the fiscal year ended June 30, 2017, Deloitte & Touche LLP's reports on each fund's financial statements have not contained an adverse opinion or disclaimer of opinion and have not been qualified or modified as to uncertainty, audit scope or accounting principles. Further, there have been no disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche LLP to make reference to the subject matter of the disagreement in connection with its report on the financial statements. In addition, there have been no reportable events of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934. Effective immediately following the completion of the Transaction on July 3, 2017, the Board, acting upon the recommendation of the Audit Committee, with respect to each Fund, engaged a new independent registered public accounting firm, Ernst & Young LLP ("EY"), for the fund's current fiscal year ending November 30, 2017 (for Pioneer Floating Rate Trust), March 31, 2018 (for Pioneer High Income Trust and Pioneer Municipal High Income Advantage Trust) or April 30, 2018 (for Pioneer Diversified High Income Trust and Pioneer Municipal High Income Trust), as applicable. 33 Prior to its engagement, EY had advised each fund's Audit Committee that EY had identified the following matters, in each case relating to services rendered by other member firms of Ernst & Young Global Limited, all of which are located outside the United States, to UniCredit and certain of its subsidiaries during the period commencing July 1, 2016, that it determined to be inconsistent with the auditor independence rules set forth by the SEC: (a) project management support services to UniCredit in the Czech Republic, Germany, Italy, Serbia and Slovenia in relation to twenty-two projects, that were determined to be inconsistent with Rule 2-01(c)(4)(vi) of Regulation S-X (management functions); (b) two engagements for UniCredit in Italy where fees were contingent/success based and that were determined to be inconsistent with Rule 2-01(c)(5) of Regulation S-X (contingent fees); (c) four engagements where legal and expert services were provided to UniCredit in the Czech Republic and Germany, and twenty engagements where the legal advisory services were provided to UniCredit in Austria, Czech Republic, Italy and Poland, that were determined to be inconsistent with Rule 2-01(c)(4)(ix) and (x) of Regulation S-X (legal and expert services); and (d) two engagements for UniCredit in Italy involving assistance in the sale of certain assets, that were determined to be inconsistent with Rule 2-01(c)(4)(viii) of Regulation S-X (broker-dealer, investment advisor or investment banking services). None of the foregoing services involved a fund, any of the other funds in the Pioneer Family of Funds or any other Pioneer entity sold by UniCredit in the Transaction. EY advised the Audit Committee that it had considered the matters described above and had concluded that such matters would not impair EY's ability to exercise objective and impartial judgment in connection with the audits of the financial statements of each fund under the SEC and Public Company Accounting Oversight Board independence rules, and that a reasonable investor with knowledge of all relevant facts and circumstances would reach the same conclusion. Management and the Audit Committee considered these matters and discussed the matters with EY and, based upon EY's description of the matters and statements made by EY, Management and the Audit Committee believe that EY will be capable of exercising objective and impartial judgment in connection with the audits of the financial statements of each fund, and Management further believes that a reasonable investor with knowledge of all relevant facts and circumstances would reach the same conclusion.year. Audit fees The following are aggregate fees billed for professional services rendered by DeloitteErnst & ToucheYoung LLP for the two most recently completed fiscal years for its audit of each fund's annual financial statements and fees related to services that are normally provided by DeloitteErnst & ToucheYoung LLP in connection with statutory and regulatory filings for the two most recent fiscal years. All of these services were pre-approved by the Audit Committee of each fund pursuant to Regulation S-X. 34
For the fiscal year For the fiscal year ended 3/31/20172022 ended 3/31/2016 ------------------- -------------------2021 ---------------------------------------------------------------------------- Pioneer High Income Trust $49,954.00 $47,063.00Fund, Inc. $39,270.00 $39,270.00 ---------------------------------------------------------------------------- Pioneer Municipal High Income Advantage Trust $48,714.00 $45,823.00Fund, Inc. $42,330.00 $42,330.00 ---------------------------------------------------------------------------- For the fiscal year For the fiscal year ended 4/30/20172022 ended 4/30/2016 ------------------- -------------------2021 ---------------------------------------------------------------------------- Pioneer Diversified High Income Trust $53,954.00 $51,063.00Fund, Inc. $39,270.00 $39,270.00 ---------------------------------------------------------------------------- Pioneer Municipal High Income Trust $51,534.00 $48,643.00Fund, Inc. $42,330.00 $42,330.00 ---------------------------------------------------------------------------- Pioneer Municipal High Income Opportunities Fund, Inc.* $52,000.00 $0 ---------------------------------------------------------------------------- For the fiscal year For the fiscal year ended 11/30/20162021 ended 11/30/2015 ------------------- -------------------2020 ---------------------------------------------------------------------------- Pioneer Floating Rate Trust $76,738.00 $76,700.00Fund, Inc. $61,600.00 $61,600.00 ----------------------------------------------------------------------------
* Pioneer Municipal High Income Opportunities Fund, Inc. commenced operations on August 6, 2021. Audit-related fees The following are aggregate audit-related fees billed for assurance and related services by DeloitteErnst & ToucheYoung LLP to each fund that are related to agreed upon procedures related to the ratings of each fund's Preferred SharesStock (if any) for the two most recent fiscal years. All of these services were approvedpre-approved by the Audit Committee of each fund pursuant to Regulation S-X. 36
For the fiscal year For the fiscal year ended 3/31/20172022 ended 3/31/2016 ------------------- -------------------2021 --------------------------------------------------------------------------- Pioneer High Income Trust $231.00 $ 203.00Fund, Inc. $0.00 $0.00 --------------------------------------------------------------------------- Pioneer Municipal High Income Advantage Trust $231.00 $5,204.00Fund, Inc. $0.00 $0.00 --------------------------------------------------------------------------- For the fiscal year For the fiscal year ended 4/30/20172022 ended 4/30/2016 ------------------- -------------------2021 --------------------------------------------------------------------------- Pioneer Diversified High Income Trust $232.00 $ 204.00Fund, Inc. $0.00 $0.00 --------------------------------------------------------------------------- Pioneer Municipal High Income Trust $232.00 $5,204.00Fund, Inc. $0.00 $0.00 --------------------------------------------------------------------------- Pioneer Municipal High Income Opportunities Fund, Inc.* $0.00 $0.00 --------------------------------------------------------------------------- For the fiscal year For the fiscal year ended 11/30/20162021 ended 11/30/2015 ------------------- -------------------2020 --------------------------------------------------------------------------- Pioneer Floating Rate Trust $231.00 $ 203.00Fund, Inc. $0.00 $0.00 ---------------------------------------------------------------------------
* Pioneer Municipal High Income Opportunities Fund, Inc. commenced operations on August 6, 2021. Tax fees The following are aggregate fees billed for professional services, primarily for tax returns, rendered by DeloitteErnst & ToucheYoung LLP for tax compliance, tax advice and tax planning to each fund for the two most recent fiscal years. All of these services were pre-approved by the Audit Committee of each fund pursuant to Regulation S-X. 35
For the fiscal year For the fiscal year ended 3/31/2022 ended 3/31/2021 ------------------------------------------------------------------------ Pioneer High Income Fund, Inc. $9,400.00 $9,934.00 ------------------------------------------------------------------------ Pioneer Municipal High Income Advantage Fund, Inc. $9,400.00 $9,934.00 ------------------------------------------------------------------------ For the fiscal year For the fiscal year ended 4/30/2022 ended 4/30/2021 ------------------------------------------------------------------------ Pioneer Diversified High Income Fund, Inc. $9,500.00 $10,317.00 ------------------------------------------------------------------------ Pioneer Municipal High Income Fund, Inc. $9,400.00 $9,934.00 ------------------------------------------------------------------------ Pioneer Municipal High Income Opportunities Fund, Inc.* $11,350.00 $0.00 ------------------------------------------------------------------------
37
For the fiscal year For the fiscal year ended 3/31/201711/30/2021 ended 3/31/2016 ------------------- -------------------11/30/2020 -------------------------------------------------------------------------- Pioneer High Income Trust $9,904.00 $9,876.00 Pioneer Municipal High Income Advantage Trust $9,904.00 $9,876.00 For the fiscal year For the fiscal year ended 4/30/2017 ended 4/30/2016 ------------------- ------------------- Pioneer Diversified High Income Trust $9,904.00 $9,876.00 Pioneer Municipal High Income Trust $9,904.00 $9,876.00 For the fiscal year For the fiscal year ended 11/30/2016 ended 11/30/2015 ------------------- ------------------- Pioneer Floating Rate Trust $9,904.00 $9,876.00Fund, Inc. $10,317.00 $10,317.00 --------------------------------------------------------------------------
* Pioneer Municipal High Income Opportunities Fund, Inc. commenced operations on August 6, 2021. All other fees There were no fees billed for other services rendered by DeloitteErnst & ToucheYoung LLP to the funds. Affiliates' Fees for Non-Audit Services Required to be Pre-Approved Each fund's Audit Committee is required to pre-approve services to affiliates as defined by SEC rules to the extent that the services relate directly to the operations or financial reporting of the fund. Affiliates include the fund's investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the fund (hereinafter referred to as "affiliates" of the fund). For the fiscal years ended March 31, 20172022 and 2016,2021, for Pioneer High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust,Fund, Inc., there were no services provided to an affiliate that required the fund's Audit Committee pre-approval. For the fiscal years ended April 30, 20172022 and 2016,2021, for Pioneer Diversified High Income TrustFund, Inc., Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Trust,Opportunities Fund, Inc., there were no services provided to an affiliate that required the fund's Audit Committee pre-approval. For the fiscal years ended November 30, 20162021 and 2015,2020, for Pioneer Floating Rate Trust,Fund, Inc., there were no services provided to an affiliate that required the fund's Audit Committee pre-approval. General Audit Committee Approval Policy .o For all projects, each of the officers of the funds and the funds' independent registered public accounting firm will make an assessment to determine that any proposed projects will not impair independence. .o Potential services will be classified into the four non-restricted service categories and the "Approval of Audit, Audit-Related, Tax and Other Services" Policy will be applied. Any services outside the specific pre-approved service subcategories set forth above must specifically be approved by the Audit Committee. 36 .o At least quarterly, the Audit Committee shall review a report summarizing the services by service category, including fees, provided by the independent registered public accounting firm as set forth in the above policy. The charter of each Audit Committee requires that the Audit Committee shall approve (a) all audit and non-audit services to be provided to each fund and (b) all non-audit services to be provided by the fund's independent public accounting firm to Amundi PioneerUS and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the fund ("Covered Service Providers") if the engagement 38 relates directly to the operations and financial reporting of the fund. The Audit Committee may delegate, to the extent permitted by law, pre-approval responsibilities to one or more members of the Audit Committee who shall report to the full Audit Committee. NoThe Audit Committee may not approve non-audit services that the Audit Committee believes may impair the independence of the independent registered public accounting firm. Permissible non-audit services include any professional services (including tax services) that are not prohibited services as described below provided to the fund by the independent registered public accounting firm, other than those provided to a fund in connection with an audit or a review of the financial statements of the fund. Permissible non-audit services may not include (a) bookkeeping or other services related to the accounting records or financial statements of the fund; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources; (g) broker or dealer, investment adviser or investment banking services; (h) legal services and expert services unrelated to the audit; and (i) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible. Pre-approval by the Audit Committee of any permissible non-audit services is not required so long as: (a) the aggregate amount of all such permissible non-audit services provided to a fund, Amundi PioneerUS and any Covered Service Provider constitutes not more than 5% of the total amount of revenues paid to the independent registered public accounting firm during the fiscal year in which the permissible non-audit services are provided to (i) the fund, (ii) Amundi PioneerUS and (iii) any Covered Service Provider during the fiscal year in which services are provided that would not have to be approved by the Audit Committee; (b) the permissible non-audit services were not recognized by the fund at the time of the engagement to be non-audit services; and (c) such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee (or its delegate(s)) prior to completion of the audit. 37 Aggregate Non-Audit Fees The aggregate non-audit fees billed by DeloitteErnst & ToucheYoung LLP for services rendered to each fund and its affiliates, as previously defined, were as follows.
For the fiscal year For the fiscal year ended 3/31/20172022 ended 3/31/2016 ------------------- -------------------2021 ------------------------------------------------------------------------- Pioneer High Income TrustFund, Inc. $0.00 $0.00 ------------------------------------------------------------------------- Pioneer Municipal High Income Advantage TrustFund, Inc. $0.00 $0.00 -------------------------------------------------------------------------
39
For the fiscal year For the fiscal year ended 4/30/20172022 ended 4/30/2016 ------------------- -------------------2021 -------------------------------------------------------------------------- Pioneer Diversified High Income TrustFund, Inc. $0.00 $0.00 -------------------------------------------------------------------------- Pioneer Municipal High Income TrustFund, Inc. $0.00 $0.00 -------------------------------------------------------------------------- Pioneer Municipal High Income Opportunities Fund, Inc.* $0.00 $0.00 -------------------------------------------------------------------------- For the fiscal year For the fiscal year ended 11/30/20162021 ended 11/30/2015 ------------------- -------------------2020 -------------------------------------------------------------------------- Pioneer Floating Rate TrustFund, Inc. $0.00 $0.00 $0.00--------------------------------------------------------------------------
* Pioneer Municipal High Income Opportunities Fund, Inc. commenced operations on August 6, 2021. The Audit Committee of the Board of each fund has considered whether the provision of services, other than audit services, by DeloitteErnst & ToucheYoung LLP to each fund and its affiliates is compatible with maintaining DeloitteErnst & ToucheYoung LLP's independence in performing audit services. Representatives of DeloitteErnst & ToucheYoung LLP will be available at the shareholderstockholder meeting, (either in person or via telephone), will have the opportunity to make a statement should they desire to do so, and will be available to answer questions. 3840 INFORMATION CONCERNING THE MEETINGS Outstanding shares and quorum As of the record date, July 12, 2017,7, 2022, the following shares of Common Stock and Preferred Shares of beneficial interestStock were outstanding for each fund:
Common SharesStock Preferred Shares ------------- ----------------Stock ------------------------------------------------------------------------- Pioneer Diversified High Income Trust 8,332,790Fund, Inc. 8,334,759.000 None Pioneer Floating Rate Trust 24,738,174Fund, Inc. 12,374,933.000 None Pioneer High Income Trust 29,231,771Fund, Inc. 35,149,449.000 None Pioneer Municipal High Income Advantage Trust 23,889,020Fund, Inc. 23,914,439.000 1800 Series A 3,0002021 VMTP Variable Rate MuniFund Term Preferred Shares Series B 3,0002021 Pioneer Municipal High Income Trust 22,771,349Fund, Inc. 22,771,349.000 1450 Series A 2,0002021 VMTP Preferred -- Variable Rate MuniFund Term Preferred Shares Series B 2,0402021 Pioneer Municipal High Income Opportunities Fund, Inc. 16,885,273.000 None
Only shareholdersstockholders of record as of the close of business on the record date are entitled to notice of and to vote at the meeting. The holdersWith respect to matters to be voted on by the Common Stock and Preferred Stock of one-third ofa fund voting together as a single class, the outstanding shares of each fund entitled to votepresence in person or by proxy counted together,of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting (without regard to class) on such matters shall constitute a quorum for the transaction of business withon such matters. With respect to matters to be voted on by the Preferred Stock of a fund voting as a separate class, the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting by holders of stock of such fund.class on such matters shall constitute a quorum for the transaction of business on such matters. 41 Ownership of shares of the funds To the knowledge of each fund, as of the record date, the following persons owned of record or beneficially 5% or more of a class of the outstanding shares of each class of a fund: Pioneer Diversified High Income Fund, Inc. To the best of the fund's knowledge, as of July 7, 2022, Cede & Co., a nominee for participants in the Depository Trust Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record 8,333,699.000 shares, equal to approximately 99.99% of the fund's outstanding Common Stock, including the shares shown below:
Record HolderName and Address of Beneficial Owner Share Class Number of Shares % of Class ------------- ----------- ---------------- --------------------------------------------------------------------------------- Cede & Co (Fast Account) P.O. Box 20 Bowling Green Station New York, NY 10004First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Common 8,330,697 99.97% Pioneer Floating Rate Trust Record Holder1,622,385 19.47%(1) -----------------------------------------------------------------------
(1) Based on Schedule 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on January 21, 2022. Pioneer Floating Rate Fund, Inc. To the best of the fund's knowledge, as of July 7, 2022, Cede & Co., a nominee for participants in the Depository Trust Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record 12,372,708.000 shares, equal to approximately 99.99% of the fund's outstanding Common Stock, including the shares shown below:
Name and Address of Beneficial Owner Share Class Number of Shares % of Class ------------- ----------- ---------------- ---------- Cede & Co (Fast Account) P.O. Box 20 Bowling Green Station New York, NY 10004----------------------------------------------------------------------- First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Common 24,736,218 99.99% Pioneer High Income Trust Record Holder1,877,849 15.17%(1) ----------------------------------------------------------------------
(1) Based on Schedule 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on July 6, 2022. Pioneer High Income Fund, Inc. To the best of the fund's knowledge, as of July 7, 2022, Cede & Co., a nominee for participants in the Depository Trust Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record 29,289,771.000 shares, equal to approximately 99.90% of the fund's outstanding Common Stock, including the shares shown below: 42
Name and Address of Beneficial Owner Share Class Number of Shares % of Class ------------- ----------- ---------------- ---------- Cede & Co (Fast Account) P.O. Box 20 Bowling Green Station New York, NY 10004---------------------------------------------------------------------------- First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Common 29,166,822 99.78%4,749,514 16.19%(1) ----------------------------------------------------------------------------
39 (1) Based on Schedule 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on January 14, 2022. Pioneer Municipal High Income Advantage Fund, Inc. To the best of the fund's knowledge, as of July 7, 2022, Cede & Co., a nominee for participants in the Depository Trust Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record 23,899,504.000 shares, equal to approximately 99.97% of the fund's outstanding Common Stock, including the shares shown below:
Record HolderName and Address of Beneficial Owner Share Class Number of Shares % of Class ------------- ----------- ---------------- -------------------------------------------------------------------------------------- Cede & Co (Fast Account) P.O. Box 20 Bowling Green Station New York, NY 10004First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Common 23,878,569 99.91% Cross Point Capital, LLC 6230 Fairview Road Suite 210 Charlotte, NC 28244 Series A 3,000 100.00% Cross Point Capital, LLC 6230 Fairview Road Suite 210 Charlotte, NC 28244 Series B 3,000 100.00%3,015,591 12.61%(1) ----------------------------------------------------------------------------
(1) Based on Schedule 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on January 20, 2022. To the best of the fund's knowledge, as of July 7, 2022, Wells Fargo & Company, 420 Montgomery Street, San Francisco, CA 94104 and Wells Fargo Municipal Capital Strategies, LLC, 30 Hudson Yards, New York, New York 10001, held of record 1,800 shares, equal to 100% of the fund's outstanding Series 2021 VMTP Preferred -- Variable Rate MuniFund Term Preferred Shares Series 2021. Pioneer Municipal High Income Fund, Inc. To the best of the fund's knowledge, as of July 7, 2022, Cede & Co., a nominee for participants in the Depository Trust Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record 22,759,308.000 shares, equal to approximately 99.97% of the fund's outstanding Common Stock, including the shares shown below: 43
Record HolderName and Address of Beneficial Owner Share Class Number of Shares % of Class ------------- ----------- ---------------- ----------------------------------------------------------------------------------- Cede & Co (Fast Account) P.O. Box 20 Bowling Green Station New York, NY 10004First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Common 22,758,898 99.95% Cross Point Capital, LLC 6230 Fairview Road Suite 210 Charlotte, NC 28244 Series A 2,000 100.00% Cross Point Capital, LLC 6230 Fairview Road Suite 210 Charlotte, NC 28244 Series B 2,040 100.00%3,262,785 14.33%(1) -------------------------------------------------------------------------
Shareholder(1) Based on Schedule 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on January 18, 2022. To the best of the fund's knowledge, as of July 7, 2022, Wells Fargo & Company, 420 Montgomery Street, San Francisco, CA 94104 and Wells Fargo Municipal Capital Strategies, LLC, 30 Hudson Yards, New York, New York 10001, held of record 1,450 shares, equal to 100% of the fund's outstanding Series 2021 VMTP Preferred -- Variable Rate MuniFund Term Preferred Shares Series 2021. Pioneer Municipal High Income Opportunities Fund, Inc. To the best of the fund's knowledge, as of July 7, 2022, Cede & Co., a nominee for participants in the Depository Trust Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record 16,877,689.000 shares, equal to approximately 99.97% of the fund's outstanding Common Stock. Stockholder proposals Under Rule 14a-8 of the Exchange Act (relating to shareholderstockholder proposals), any shareholderstockholder proposal that may properly be included in your fund's proxy statement for the 20182023 annual meeting, must be received by the Secretary of the fund at the fund's principal offices at 60 State Street, Boston, Massachusetts 02109 at least 120 calendar days prior to the anniversary of the date of mailing of the fund's proxy statement for the 20172022 annual meeting, or on or before April 9, 2018.3, 2023. A proposal or nomination that is not to be included in a fund's proxy statement may be made at the 20182023 annual meeting for such fund only if it is received by the Secretary of the fund at the fund's principal offices at 60 State Street, Boston, Massachusetts 02109 not more than 120150 days and at least 90120 days (i.e., April 3, 2023) before the anniversary date of the mailing of the fund's proxy materials for the 20172022 annual meeting provided, however, that in the event that the date of the mailing of the notice for the 20182023 annual meeting for a fund is advanced or delayed by more than thirty (30) days from the 40 anniversary date of the mailing of the notice for the 20172022 annual meeting, notice by a shareholderstockholder to be timely must be so delivered not earlier than the close of business on the 120th150th day prior to the date of mailing of the notice for the 20182023 annual meeting and not later than the close of business on the later of the 90th120th day prior to the date of mailing of the notice for the 20182023 annual meeting, as originally convened, or the 10th day following the day on which public announcement of the date of mailing of the notice for the 20182023 meeting is first made by the fund. The funds' By-lawsBylaws require that certain information must be provided by the shareholderstockholder to the fund when notice of a nominee for election as a TrusteeDirector or proposal is submitted to the fund. 44 The submission by a shareholderstockholder of a proposal for inclusion in a proxy statement does not guarantee that it will be included. Each of Pioneer Diversified High Income Trust,Fund, Inc., Pioneer Floating Rate Trust,Fund, Inc., Pioneer High Income Trust,Fund, Inc., Pioneer Municipal High Income TrustFund, Inc., Pioneer Municipal High Income Advantage Fund, Inc. and Pioneer Municipal High Income Advantage TrustOpportunities Fund, Inc. currently expect to hold the next annual shareholders'stockholders' meeting on or about September 19, 2018,14, 2023, which date is subject to change. ShareholderStockholder proposals are subject to certain regulations under the federal securities laws. Proxies, quorum and voting at the meeting Any shareholderStockholders who has given hisexecute proxies or her proxy to someoneprovide voting instructions by telephone or the Internet generally hashave the power to revoke that proxythem at any time prior to its exercisebefore a vote is taken on a proposal by executing a superseding proxy or by submitting a notice of revocation to the Secretary of the fund. In addition, although mere attendance at the meeting will not revoke a proxy, a shareholderstockholder present at the meeting may withdraw his or her proxy and vote in person.at the meeting. All properly executed and unrevoked proxies received in time for the meeting will be voted in accordance with the instructions contained in the proxies. If no instruction is given, the persons named as proxies will vote the shares represented thereby in favor of Proposal 1, as described above, and will usevote in their best judgmentdiscretion in connection with the transaction of such other business as may properly come before the meeting or any adjournmentpostponements or postponementadjournments thereof. Only shareholdersstockholders of record as of the close of business on the record date are entitled to notice of and to vote at the meeting. For each of Pioneer Diversified High Income Trust,Fund, Inc., Pioneer Floating Rate Trust andFund, Inc., Pioneer High Income Trust: one-third ofFund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc.: the outstanding shares of the fund entitled to vote, presentpresence in person or represented by proxy constitutesof stockholders entitled to cast a majority of the votes entitled to be cast at the meeting by holders of stock of such fund shall constitute a quorum for the transaction of business at the meeting. For each of Pioneer Municipal High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust: one-third ofFund, Inc.: with respect to matters to be voted on by the outstanding Common Stock and Preferred SharesStock of a fund voting together as a single class, the fund entitled to vote, presentpresence in person or represented by proxy counted together, constitutesof stockholders entitled to cast a majority of the votes entitled to be cast at the meeting (without regard to class) on such matters shall constitute a quorum for the transaction of business on such matters; with respect to matters to be voted on by the Preferred Stock of a fund voting as a separate class, the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting.meeting by holders of stock of such class on such matters shall constitute a quorum for the transaction of business on such matters. Abstentions and "broker non-votes" will be treated as present for purposes of determining a quorum. "Broker non-votes" occur when a broker or nominee holding shares in "street name" indicatesdoes not vote on a proposal because the proxy card that itbroker or nominee does not have discretionary authority to vote on a proposalvoting power for that particular item and has not received instructions from the beneficial owner. 41However, because the funds understand that a broker or nominee may 45 Inexercise discretionary voting power with respect to Proposal 1, and there are no other proposals expected to come before the eventmeeting for which a broker or nominee would not have discretionary voting authority, the funds do not anticipate that there will be any "broker non-votes" at the time any sessionmeeting. The meeting with respect to one or more funds may, by action of the chair of the meeting is calledand without any action by stockholders, be adjourned from time to order a quorum is not present in persontime with respect to one or by proxy,more matters to be considered at the persons named as proxies may vote those proxies that have been received to adjourn the shareholder meeting to a later date and time and at a place announced at the meeting, whether or not a quorum is present with respect to such matter, and the meeting may be held as adjourned without further notice. Innotice other than announcement at the eventmeeting and provided that the new meeting date is not more than 120 days from the original record date. At the discretion of the chair, if a quorum is present but sufficient votes in favor of the proposal have not been received, the persons named as proxies may propose one or more adjournments of the shareholder meeting to permit further solicitation of proxies with respect to sucha proposal and the meeting may be held as adjourned without further notice. Any such adjournment will require the affirmative vote of more than one half of the shares of the fund present in person or by proxy on the motion for adjournment at the session of the meeting to be adjourned. The persons named as proxies will vote those proxies which they are entitled to vote in favor of any such proposal, or that abstained, in favor of such an adjournment and will vote those proxies required to be voted against any such proposal against any such adjournment. Unless a proxy is otherwise limited in this regard, any shares present and entitled to voteconsidered at the meeting, that are represented by broker non-votes may, at the discretion of the proxies named therein, be voted in favor of such an adjournment. A shareholdera vote may be taken on one or more of the proposals in the proxy statementproposal prior to such adjournment if sufficient votes for its approval have been received and it is otherwise appropriate.adjournment. Such vote will be considered final regardless of whether the meeting is adjourned to permit additional solicitation with respect to any other proposal. The meeting may be postponed prior to the meeting. If the meeting is postponed, the funds will give notice of the postponed meeting to shareholders.stockholders. On any matter submitted to a vote of shareholdersstockholders each whole share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. As discussed more fully under Proposal 1 above, nominees must be elected by a pluralitymajority of all the votes entitled to be cast in person or by proxy at thea meeting of stockholders duly called and at which a quorum exists. Abstentions and "broker non-votes"is present. Because the required vote for Proposal 1 is based on the number of votes the fund's stockholders are not considered "votes cast" and, therefore, do not constitute aentitled to cast rather than on the number of votes cast, failure to vote "FOR" a proposal. Thus,your shares (including failure to give voting instructions to your broker, bank or other nominee), abstentions and "broker non-votes" will have nothe same effect on theas voting for"AGAINST" the election of Trustees inthe directors. However, because the funds understand that a broker or nominee may exercise discretionary voting power with respect to Proposal 1, because only votes "FOR"and there are considered inno other proposals expected to come before the meeting for which a pluralitybroker or nominee would not have discretionary voting requirement.authority, the funds do not anticipate that there will be any "broker non-votes" at the meeting. Other business While the meeting has been called to transact any business that may properly come before it, the only matters that the Trustees intendBoard intends to present are those matters stated in the attached notice of annual meeting of shareholders.stockholders. However, if any additional matters properly come before the annual stockholder meeting, and on all matters incidental to the conduct of the meeting, it is the intention of the persons named as proxies will vote in the enclosed proxy to vote the proxy in accordance with their judgmentdiscretion on such matters unless instructed to the contrary. Method of solicitation and expenses The cost of preparing, printing and mailing the enclosed proxy statement, accompanying notice of annual meeting of shareholdersstockholders and the accompanying proxy card for each fund will be borne by that fund. In addition to soliciting proxies by mail, Amundi PioneerUS may, 42 at the 46 fund's expense, have one or more of the fund's officers, representatives or compensated third-party agents, including Amundi PioneerUS and Amundi Pioneer Distributor US, Inc., aid in the solicitation of proxies by personal interview or telephone and may request brokerage houses and other custodians, nominees and fiduciaries to forward proxy soliciting material to the beneficial owners of the shares held of record by such persons. Each fund has retained Broadridge Financial Solutions, Inc.Di Costa Partners, LLC to assist in the proxy solicitation. The cost of their services for all solicitations covered by this proxy statement is estimated at approximately $80,000.$68,000. Each fund may also arrange to have votes recorded by telephone, the internet or other electronic means. The voting procedures used in connection with such voting methods are designed to authenticate shareholders'stockholders' identities, to allow shareholdersstockholders to authorize the voting of their shares in accordance with their instructions and to confirm that their instructions have been properly recorded. If these procedures were subject to a successful legal challenge, such votes would not be counted at the shareholder meeting. Each fund is unaware of any such challenge at this time. In the case of telephone voting, shareholdersstockholders would be called at the phone number the sub-transfertransfer agent, American Stock Transfer & Trust Company, has in its records for their accounts, and would be asked for their Social Security number or other identifying information. The shareholdersstockholders would then be given an opportunity to authorize proxies to vote their shares at the meeting in accordance with their instructions. In the case of automated telephone and internet voting, shareholdersstockholders would be required to provide their Social Security number or other identifying information and would receive a confirmation of their instructions. Persons holding shares as nominees will be reimbursed by the fund, upon request, for the reasonable expenses of mailing soliciting materials to the principals of the accounts. August 7, 2017 431, 2022 47 This page for your notes. 4448 This page for your notes. 4549 This page for your notes. 4650 This page for your notes. 51 22246-09-0717This page for your notes. 52 PIONEER DIVERSIFIED HIGH INCOME TRUST PROXYThis page for your notes. 53 This page for your notes. 54 33065-00-0822 LOGO: Amundi ===================== Asset Management PO Box 211230, Eagan, MN 55121-9984 VOTE BY MAIL 1. Read the proxy statement. [ENVELOPE IMAGE] 2. Check the appropriate box(es) on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided. VOTE ONLINE [LAPTOP IMAGE] 1. Read the proxy statement and have the proxy card at hand. 2. Go to www.proxyvotenow.com/amundi 3. Follow the simple instructions. [PHONE IMAGE] VOTE BY PHONE 1. Read the proxy statement and have the proxy card at hand. 2. Call toll-free 855-276-6786 3. Follow the simple instructions. PLEASE DETACH AT PERFORATION BEFORE MAILING. -------------------------------------------------------------------------------- (FUND NAME PRINTS HERE) ANNUAL MEETING OF SHAREHOLDERS TO BE HELDSTOCKHOLDERS SEPTEMBER 21, 201715, 2022 This proxy is solicited on behalf of the Board of TrusteesDirectors of Pioneer Diversified High Income Trust.the above-named Fund ("Fund"). I (we), the undersigned holder(s) of common shares of beneficial interest,common stock of the Fund, having received notice of the meeting and management's proxy statement, therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys (with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of ShareholdersStockholders (the "Meeting") of Pioneer Diversified High Income Trustthe Fund scheduled to be held on September 21, 2017,15, 2022 at 2:00 p.m. (Eastern time)Eastern Time at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, MassachusettsMA 02110 and any adjournedpostponements or postponed session or sessionsadjournments thereof, and to vote and act upon the following matters (as more fully described in the accompanying proxy statement) in respect of all common shares of beneficial interestcommon stock of Pioneer Diversified High Income Trustthe Fund which I (we) will be entitled to vote or act upon, with all the powers I (we) would possess if personally present. This proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the Meeting (including any postponements or adjournments thereof). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES OF COMMON STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. CONTROL NUMBER ___________ AUTHORIZED SIGNATURE(S) THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. ______________________________________________________________ ______________________________________________________________ Signature(s) and Title(s), if applicable Sign in the box above Date ______________________________________________________________ Note: In signing, please write name(s) exactly as they appear on this proxy. When signing as attorney, executor, administrator, or other fiduciary, please give your full title as such. Joint owners should each sign personally. -------------------------------------------- Signature(s) [Title(s) if applicable] Date -------------------------------------------- Signature100138_091522_HNW-MIO-PHD-PHT Important Notice Regarding the Availability of joint owner, if any Date -------------------------------------------------------------------------------- (up triangle) FOLD HERE (up triangle)Proxy Materials for the Annual Meeting of Stockholders to be held on September 15, 2022. The Proxy Statement for this Meeting is available at www.eproxyaccess.com/amundi2022 YOUR VOTE IS VERY IMPORTANT.IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE COMPLETE,CAST YOUR VOTE TODAY! YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. -------------------------- IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED PROXY CARD PROMPTLY THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.ENVELOPE. PLEASE DETACH AT PERFORATION BEFORE MAILING. -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEESDIRECTORS OF PIONEER DIVERSIFIED HIGH INCOME TRUSTTHE FUND AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:PROPOSAL. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED FOR THE PROPOSAL. If any other matters properly come before the Meeting to be voted on, the proxy holders will vote, act and consent on those matters in accordance with the views of management. TO VOTE, MARK BLOCKSBOX(ES) BELOW IN BLUE OR BLACK INK: [_]INK AS FOLLOWS: [X] 1. To elect three Class I trusteesDirectors of Pioneer FOR WITHHOLD FOR ALL Diversified High Income Trust,the Fund, as named in the ALL ALL EXCEPT attached proxy statement, each to serve onuntil the Board of Trusteesthird annual meeting following his or her election and until their successors have beenhis or her successor is duly elected and qualified. The nominees for trustee are: 01. Benjamin M. Friedman 02. Margaret B.W.qualifies:
FOR AGAINST ABSTAIN (01) John E. Baumgardner, Jr. [_] [_] [_] (02) Lisa M. Jones [_] [_] [_] (03) Lorraine H. Monchak [_] [_] [_] Graham 03. Kenneth J. Taubes
2. To withhold authority to vote "FOR"consider any individual nominee, markor other business that may properly come before the "FOR ALL EXCEPT" box and write the nominee's number(s) on the line provided below. --------------------------------------------------- YOUR VOTE IS IMPORTANT.annual meeting or any postponements or adjournments thereof. PLEASE COMPLETE, SIGN, DATE AND RETURN YOURTHIS PROXY TODAYCARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE BY INTERNET OR PHONE. IF YOU CAN FIND THE PROXY STATEMENTVOTE BY INTERNET OR PHONE YOU DO NOT NEED TO RETURN THIS CARD. 100138_091522_HNW-MIO-PHD-PHT LOGO: Amundi ===================== Asset Management PO Box 211230, Eagan, MN 55121-9984 VOTE BY MAIL 1. Read the proxy statement. [ENVELOPE IMAGE] 2. Check the appropriate box(es) on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided. VOTE ONLINE AT: [www.proxyonline.com/docs/pioneerclosedendfunds.] PIONEER FLOATING RATE TRUST PROXY[LAPTOP IMAGE] 1. Read the proxy statement and have the proxy card at hand. 2. Go to www.proxyvotenow.com/amundi 3. Follow the simple instructions. [PHONE IMAGE] VOTE BY PHONE 1. Read the proxy statement and have the proxy card at hand. 2. Call toll-free 855-276-6786 3. Follow the simple instructions. PLEASE DETACH AT PERFORATION BEFORE MAILING. -------------------------------------------------------------------------------- (FUND NAME PRINTS HERE) ANNUAL MEETING OF SHAREHOLDERS TO BE HELDSTOCKHOLDERS SEPTEMBER 21, 201715, 2022 This proxy is solicited on behalf of the Board of TrusteesDirectors of Pioneer Floating Rate Trust.the above-named Fund ("Fund"). I (we), the undersigned holder(s) of common shares of beneficial interest,common and/or preferred stock of the Fund, having received notice of the meeting and management's proxy statement, therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys (with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of ShareholdersStockholders (the "Meeting") of Pioneer Floating Rate Trustthe Fund scheduled to be held on September 21, 2017,15, 2022 at 2:00 p.m. (Eastern time)Eastern Time at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, MassachusettsMA 02110 and any adjournedpostponements or postponed session or sessionsadjournments thereof, and to vote and act upon the following matters (as more fully described in the accompanying proxy statement) in respect of all common shares of beneficial interestcommon and/or preferred stock of Pioneer Floating Rate Trustthe Fund which I (we) will be entitled to vote or act upon, with all the powers I (we) would possess if personally present. This proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the Meeting (including any postponements or adjournments thereof). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES OF COMMON AND/OR PREFERRED STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. CONTROL NUMBER ___________ AUTHORIZED SIGNATURE(S) THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. ______________________________________________________________ ______________________________________________________________ Signature(s) and Title(s), if applicable Sign in the box above Date ______________________________________________________________ Note: In signing, please write name(s) exactly as they appear on this proxy. When signing as attorney, executor, administrator, or other fiduciary, please give your full title as such. Joint owners should each sign personally. -------------------------------------------- Signature(s) [Title(s) if applicable] Date -------------------------------------------- Signature100138_091522_MAV-MHI Important Notice Regarding the Availability of joint owner, if any Date -------------------------------------------------------------------------------- (up triangle) FOLD HERE (up triangle)Proxy Materials for the Annual Meeting of Stockholders to be held on September 15, 2022. The Proxy Statement for this Meeting is available at www.eproxyaccess.com/amundi2022 YOUR VOTE IS VERY IMPORTANT.IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE COMPLETE,CAST YOUR VOTE TODAY! YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. -------------------------- IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED PROXY CARD PROMPTLY THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.ENVELOPE. PLEASE DETACH AT PERFORATION BEFORE MAILING. -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEESDIRECTORS OF PIONEER FLOATING RATE TRUSTTHE FUND AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:PROPOSAL. If no specification is made, this proxy shall be voted FOR the proposal. If any other matters properly come before the Meeting to be voted on, the proxy holders will vote, act and consent on those matters in accordance with the views of management. TO VOTE, MARK BLOCKSBOX(ES) BELOW IN BLUE OR BLACK INK: [_]INK AS FOLLOWS: [X] 1. To elect three Class II trusteesDirectors of Pioneer FOR WITHHOLD FOR ALL Floating Rate Trust,the Fund, as named in the attached ALL ALL EXCEPT proxy statement, each to serve onuntil the Board of Trusteesthird annual meeting following his or her election and until theirhis or her successor has beenis duly elected and qualified. The nominees for trustee are: 01. Benjamin M. Friedman 02. Margaret B.W.qualifies:
FOR AGAINST ABSTAIN (01) John E. Baumgardner, Jr. [_] [_] [_] (to be voted on by shares of Preferred Stock only of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc.) (02) Lisa M. Jones [_] [_] [_] (03) Lorraine H. Monchak [_] [_] [_] Graham 03. Kenneth J. Taubes
2. To withhold authority to vote "FOR"consider any individual nominee, markor other business that may properly come before the "FOR ALL EXCEPT" box and write the nominee's number(s) on the line provided below. --------------------------------------------------- YOUR VOTE IS IMPORTANT.annual meeting or any postponements or adjournments thereof. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT: [www.proxyonline.com/docs/pioneerclosedendfunds.] PIONEER HIGH INCOME TRUST PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 21, 2017 This proxy is solicited on behalf of the Board of Trustees of Pioneer High Income Trust. I (we), the undersigned holder(s) of common shares of beneficial interest, having received notice of the meeting and management's proxy statement therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys (with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer High Income Trust to be held on September 21, 2017, at 2:00 p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, and any adjourned or postponed session or sessions thereof, and to vote and act upon the following matters (as more fully described in the accompanying proxy statement) in respect of all common shares of beneficial interest of Pioneer High Income Trust which I (we) will be entitled to vote or act upon, with all the powers I (we) would possess if personally present. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. Note: In signing, please write name(s) exactly as they appear on this proxy. When signing as attorney, executor, administrator or other fiduciary, please give your full title as such. Joint owners should each sign personally. -------------------------------------------- Signature(s) [Title(s) if applicable] Date -------------------------------------------- Signature of joint owner, if any Date -------------------------------------------------------------------------------- (up triangle) FOLD HERE (up triangle) YOUR VOTE IS VERY IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER HIGH INCOME TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROVIDED. THE BOARD RECOMMENDS THATOR VOTE BY INTERNET OR PHONE. IF YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:BY INTERNET OR PHONE YOU DO NOT NEED TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [_] 1. To elect three Class III trustees of Pioneer High FOR WITHHOLD FOR ALL Income Trust, as named in the attached proxy ALL ALL EXCEPT statement, to serve on the Board of Trustees until their successor has been duly elected and qualified. The nominees for trustee are: 01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_] Graham 03. Kenneth J. Taubes To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL EXCEPT" box and write the nominee's number(s) on the line provided below. --------------------------------------------------- YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT: [www.proxyonline.com/docs/pioneerclosedendfunds.] PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 21, 2017 This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal High Income Advantage Trust. I (we), the undersigned holder(s) of shares of beneficial interest, having received notice of the meeting and management's proxy statement therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys (with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer Municipal High Income Advantage Trust to be held on September 21, 2017, at 2:00 p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, and any adjourned or postponed session or sessions thereof, and to vote and act upon the following matters (as more fully described in the accompanying proxy statement) in respect of all shares of beneficial interest of Pioneer Municipal High Income Advantage Trust which I (we) will be entitled to vote or act upon, with all the powers I (we) would possess if personally present. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. Note: In signing, please write name(s) exactly as they appear on this proxy. When signing as attorney, executor, administrator or other fiduciary, please give your full title as such. Joint owners should each sign personally. -------------------------------------------- Signature(s) [Title(s) if applicable] Date -------------------------------------------- Signature of joint owner, if any Date -------------------------------------------------------------------------------- (up triangle) FOLD HERE (up triangle) YOUR VOTE IS VERY IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY THE SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL: TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [_] 1. To elect three Class II trustees of Pioneer FOR WITHHOLD FOR ALL Municipal High Income Advantage Trust, as named ALL ALL EXCEPT in the attached proxy statement, to serve on the Board of Trustees until their successor has been duly elected and qualified. The nominees for trustee are: 01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_] Graham 03. Kenneth J. Taubes To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL EXCEPT" box and write the nominee's number(s) on the line provided below. --------------------------------------------------- YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT: [www.proxyonline.com/docs/pioneerclosedendfunds.] PIONEER MUNICIPAL HIGH INCOME TRUST PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 21, 2017 This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal High Income Trust. I (we), the undersigned holder(s) of shares of beneficial interest, having received notice of the meeting and management's proxy statement therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys (with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer Municipal High Income Trust to be held on September 21, 2017, at 2:00 p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, and any adjourned or postponed session or sessions thereof, and to vote and act upon the following matters (as more fully described in the accompanying proxy statement) in respect of all shares of beneficial interest of Pioneer Municipal High Income Trust which I (we) will be entitled to vote or act upon, with all the powers I (we) would possess if personally present. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. Note: In signing, please write name(s) exactly as they appear on this proxy. When signing as attorney, executor, administrator or other fiduciary, please give your full title as such. Joint owners should each sign personally. -------------------------------------------- Signature(s) [Title(s) if applicable] Date -------------------------------------------- Signature of joint owner, if any Date -------------------------------------------------------------------------------- (up triangle) FOLD HERE (up triangle) YOUR VOTE IS VERY IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY THE SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH INCOME TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL: TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [_] 1. To elect three Class II trustees of Pioneer FOR WITHHOLD FOR ALL Municipal High Income Trust, as named in the ALL ALL EXCEPT attached proxy statement, to serve on the Board of Trustees until their successor has been duly elected and qualified. The nominees for trustee are: 01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_] Graham 03. Kenneth J. Taubes To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL EXCEPT" box and write the nominee's number(s) on the line provided below. --------------------------------------------------- YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT: [www.proxyonline.com/docs/pioneerclosedendfunds.] CARD. 100138_091522_MAV-MHI