UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
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| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Sec. 240.14a-12Rule 14a-12PIONEER DIVERSIFIED HIGH INCOME
TRUSTFUND, INC. (HNW)
PIONEER FLOATING RATETRUSTFUND, INC. (PHD)
PIONEER HIGH INCOMETRUSTFUND, INC. (PHT)
PIONEER MUNICIPAL HIGH INCOMETRUSTFUND, INC. (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGETRUST -------------------------------------------------------------------------------- (NameFUND, INC. (MAV)
PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)(Name of Registrant(s) as Specified In Its Charter)
N/A
-------------------------------------------------------------------------------- (Name(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X||X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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| | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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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 021091-800-622-3265
1-833-406-5626NOTICE OF ANNUAL MEETING OF
SHAREHOLDERSSTOCKHOLDERS
SCHEDULED FOR SEPTEMBER21, 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.12, 2023To the
shareholdersstockholders of Pioneer Diversified High IncomeTrust,Fund, Inc., Pioneer Floating RateTrust,Fund, Inc., Pioneer High IncomeTrust,Fund, Inc., Pioneer Municipal High IncomeTrustFund, Inc., Pioneer Municipal High Income Advantage Fund, Inc. and Pioneer Municipal High IncomeAdvantage Trust:Opportunities Fund, Inc.:The annual meeting of
shareholdersstockholders (the “annual meeting”) of each of the above registered investmentmanagementcompanies (each, a"fund"“fund” and, collectively, the"funds"“funds”)willis scheduled to be held at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, onThursday,Tuesday, September21, 201712, 2023 at 2:00 p.m., Eastern time,to considerfor thefollowing:following purposes:1. To
electconsider and vote upon the election of threeTrusteesDirectors of your fund, as named in the attached proxy statement: (i) with respect to each of Pioneer Municipal High IncomeTrustFund, Inc. and Pioneer Municipal High Income AdvantageTrust,Fund, Inc., by the holders of shares of Common Stock and PreferredSharesStock voting together as a single class, and (ii) with respect to each of Pioneer Diversified High IncomeTrust,Fund, Inc., Pioneer Floating RateTrust andFund, Inc., Pioneer High IncomeTrust,Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc., by the holders of shares of CommonShares.Stock. Each electedTrusteeDirector will servefor a three-year termuntil the third annual meeting following his or her election and untilahis or her successor iselected.duly elected and qualifies.2. To consider and vote upon 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 VOTEIN FAVORFOR EACH OFALL PROPOSALS. Shareholders of record as ofTHE NOMINEES FOR ELECTION AS A DIRECTOR.The Board has fixed the close of business on July
12, 2017 are7, 2023 as the record date for the determination of the stockholders entitled to notice of and to vote at the annual meeting and anyadjournmentpostponements orpostponementadjournments thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON SEPTEMBER
21, 2017:12, 2023: This Notice and the attached Proxy Statement are available on theinternetInternet atwww.proxyonline.com/docs/pioneerclosedendfunds.https://proxyvotinginfo.com/p/amundi2023.By Order of each Board of
Trustees,Directors,
Christopher J. Kelley, Chief Legal Officer
and SecretaryBoston, Massachusetts
August 7, 2017 -----------------
July 28, 2023WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING,
PLEASE COMPLETEANDRETURNIN 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 ENCLOSEDPROXY.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. 33428-00-0723
PROXY STATEMENT OF
PIONEER DIVERSIFIED HIGH INCOME
TRUSTFUND, INC. (HNW)
PIONEER FLOATING RATETRUSTFUND, INC. (PHD)
PIONEER HIGH INCOMETRUSTFUND, INC. (PHT)
PIONEER MUNICIPAL HIGH INCOMETRUSTFUND, INC. (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGETRUSTFUND, INC. (MAV)
PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)60 State Street
Boston, Massachusetts 021091-800-622-3265
1-833-406-5626ANNUAL MEETING OF
SHAREHOLDERSSTOCKHOLDERSThis proxy statement contains the information you should know before voting on the proposal
summarizeddescribed 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 ofshareholdersstockholders (the “annual meeting”) of each fund referenced above. Participating in the annual meeting are holders ofcommonshares ofbeneficial interestcommon stock, $0.001 par value per share (the"Common Shares"“Common Stock”), of each fund referenced above and the holders ofpreferredshares ofbeneficial interestpreferred stock, $0.001 par value per share (the"Preferred Shares"“Preferred Stock”), of Pioneer Municipal High IncomeTrustFund, Inc. and Pioneer Municipal High Income AdvantageTrust.Fund, Inc. Each meetingwillis scheduled to be held at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, at 2:00 p.m., Easterntime,Time, onThursday,Tuesday, September21, 2017,12, 2023, and at any postponements or adjournmentsor postponements of a meetingthereof to a later date, for the purposes as set forth in the accompanying notice of annual meeting ofshareholders.stockholders. You may call the funds at 1-800-710-0935 for information on how to obtain directions to be able to attend the annual meeting and vote in person.This proxy statement and the enclosed proxy card are being mailed to
shareholdersstockholders of each fund on or aboutAugust 7, 2017.July 28, 2023. The annual report for each fund for its most recently completed fiscal year previously was mailed toshareholders.stockholders.3
WHO IS ELIGIBLE TO VOTE
ShareholdersStockholders of record of each fund as of the close of business on July
12, 20177, 2023 (the"record date"“record date”) are entitled to vote on all of thefund'sfunds’ business at the annualshareholdermeeting and anyadjournmentspostponements orpostponementsadjournments 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 annual 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 revokedbefore orprior to exercise at the3annual meeting, will be voted according to the shareholder'sstockholder’s instructions. If you sign a proxy card but do notfill in a vote,provide instructions, your shares will be voted FOR each of the nominees forTrusteeDirector in Proposal 1. If any other business properly comes before the annualshareholdermeeting, 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
TRUSTEESDIRECTORSIntroduction
ShareholdersStockholders of each fund are being asked to consider the election of
Mr.Diane Durnin, Benjamin M. FriedmanMs. GrahamandMr.Kenneth J. Taubes to the Board ofTrusteeseach fund.Ms. Durnin, Mr. Friedman and Mr. Taubes stand for election as their terms expire in 2023. Each of
each fund. Each nomineeMs. Durnin, Mr. Friedman and Mr. Taubes currently serves as aTrusteeDirector of each fund and has served in that capacity continuously since originallyelected or appointed. Mr. Friedman,elected. Ms.GrahamDurnin 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. andMr. Taubes stand for election as their terms expire in 2017. Each nomineePioneer Municipal High Income Advantage Fund, Inc. since 2020 and was most recently elected byshareholdersstockholders of such funds in2014.2020. Mr. Friedman 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 2008 and was most recently elected by stockholders of such funds in 2020. Mr. Taubes 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 2020. Each of Ms. Durnin, Mr. Friedman and Mr. Taubes 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 Ms. Durnin, Mr. Friedman
Ms. Grahamand Mr. Taubes shall hold officefor a three-year termuntil the third annual meeting following his or her election and until his or her successor is duly elected andqualified.qualifies.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 each of the
fund's Board of Trustees.fund’s Board. The persons named on the accompanying proxy card intend to vote at the annual meeting (unless otherwise directed) for the election of Ms. Durnin, Mr. FriedmanMs. Grahamand Mr. Taubes asTrusteesDirectors of each fund.TrusteeDirector Class Designations and Terms of Office
Each
fund's Agreement and Declaration of Trustfund’s bylaws (“Bylaws”) provides that a majority of theTrustees shall fixBoard may establish, increase or decrease the number ofTrusteesDirectors of the fund,andprovided thattherethe number thereof shall never beat least one and noless than the minimum number required by the Maryland General Corporation Law (the “MGCL”) nor more than fifteenTrustees.Directors. Each fund currently hasnine 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,fund’s charter, eachfund'sfund’s Boardof Trusteesis divided into three staggered term classes--- Class I, Class II and Class III. TheTrusteesDirectors of only one class are elected at each annual meeting so that the regular term of only one class ofTrusteesDirectors will expire annually and any particularTrusteeDirector 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 theTrusteesDirectors for up to a two-year period. Holders of the PreferredSharesStock of each fund that has PreferredSharesStock outstanding are entitled to separately elect twotrusteesDirectors of that fund.5TrusteeDirector 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 Fund, Inc.
Class I | Diane Durnin, Benjamin M. Friedman |
— Terms expire in 2023 at the | |
Directors has been nominated for election at the annual | |
meeting. | |
Class II | Craig C. MacKay, Thomas J. Perna, Marguerite M. Piret and |
Fred J. Ricciardi. Terms expire in 2024. | |
Class III Directors — | John E. Baumgardner, Jr., Lisa M. Jones and Lorraine H. |
Monchak. Terms expire in 2025. |
Pioneer Floating Rate Fund, Inc.
Class I Directors — | Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire |
in 2025. | |
Class II Directors — | Ms. Durnin, Mr. Friedman and Mr. Taubes — Terms expire in |
2023 at the annual meeting. Each of these Directors has been | |
nominated for election at the annual meeting. | |
Class III Directors — | Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms |
expire in |
Pioneer Municipal High Income Fund, Inc.
Class | Mr. |
in | |
Class II Directors — | Ms. Durnin, Mr. Friedman and |
2023 at the | |
nominated for election at the annual meeting. | |
Class III | Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms |
expire in |
6
Pioneer Municipal High Income Advantage Fund, Inc.
Class I | Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire |
in 2025. | |
Class II Directors — | Ms. Durnin, Mr. Friedman and Mr. Taubes — Terms expire in |
2023 at the annual meeting. Each of these Directors has been | |
nominated for election at the annual meeting. | |
Class III Directors — | Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms |
expire in |
Pioneer Municipal High Income Opportunities Fund, Inc.
Class | Mr. |
in | |
Class | Ms. Durnin, Mr. Friedman |
2023 at the | |
nominated for election at the annual meeting. | |
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 2025. | |
Class III Directors — | Ms. Durnin, Mr. Friedman and Mr. Taubes — Terms expire in |
2023 at the annual meeting. Each of these Directors has been | |
nominated for election at the annual meeting. |
Mr. BockBaumgardner and Ms. Piret are designated as the TrusteesDirectors to be elected by the holders of theshares of Preferred SharesStock of each fund that has issued Preferred Shares.Stock. As noted above, neither Mr. Bock'sBaumgardner’s nor Ms. Piret'sPiret’s term expires at the upcoming 20172023 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 20172023 annual meeting.
6
7
Information Regarding Nominees and Trustees
Directors
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"“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"“Pioneer Funds”). The address for all TrusteesDirectors and all officers of each fund is 60 State Street, Boston, Massachusetts 02109.
7
8
Name, Age and | |||
Position Held | Term of Office and | Other Directorships | |
With the Fund | Length of Service | Principal Occupation | Held by |
Independent | |||
Private investor (2004 | Director, Broadridge | ||
Thomas J. | Pioneer Diversified | and 2013 – present); Chairman | Financial Solutions, Inc. |
Perna (72) | High Income Fund, | (2008 – 2013) and Chief | (investor |
Chairman of the | Inc.: Class II | Executive Officer (2008 – 2012), | communications and |
Board and | since 2007. Term | Quadriserv, Inc. (technology | securities processing |
Director | in 2024. | products for securities lending | provider for financial |
industry); and Senior Executive | services industry) (2009 | ||
Pioneer Floating Rate | Vice President, The Bank of New | – present); Director, | |
Fund, Inc. | York (financial and securities | Quadriserv, Inc. (2005 – | |
Director since 2006. Term | services) (1986 – 2004) | 2013); and | |
expires in | Commissioner, | ||
Jersey State Civil Service | |||
Pioneer High Income | Commission (2011 – | ||
Fund, Inc.: Class I | 2015) | ||
Director since 2006. | |||
expires in | |||
Pioneer Municipal | |||
High Income | |||
Inc.: Class III | |||
since 2006. Term expires | |||
in | |||
Pioneer Municipal | |||
High Income | |||
Advantage | |||
Class III | |||
2006. Term expires in | |||
2024. | |||
Pioneer Municipal | |||
High Income | |||
Opportunities Fund, | |||
Inc.: Class III Director | |||
since 2021. Term expires | |||
in 2024. |
9
Name, Age and | |||
Position Held | Term of Office and | Other Directorships | |
With the Fund | Length of Service | Principal Occupation | Held by |
Independent | |||
John E. | Pioneer Diversified | Of Counsel (2019 – present), | Chairman, The Lakeville |
Baumgardner, | High | Partner | Journal Company, LLC, |
Jr. (72)* | Inc.: Class III | Cromwell LLP (law firm) | (privately-held |
Director | since | community newspaper | |
in | group) (2015-present) | ||
Pioneer Floating Rate | |||
Fund, Inc. | |||
Director since 2019. Term | |||
expires in 2025. | |||
Pioneer High Income | |||
Fund, Inc.: Class II | |||
Director since 2019. Term | |||
expires in 2025. | |||
Pioneer Municipal | |||
High Income Fund, | |||
Inc.: Class I | |||
since | |||
in 2025. Elected by | |||
holders of Preferred | |||
Stock only. | |||
Pioneer Municipal | |||
High Income | |||
Advantage Fund, Inc.: | |||
Class I Director since | |||
2019. Term expires in | |||
2025. Elected by holders | |||
of | |||
Pioneer Municipal | |||
High Income | |||
Opportunities Fund, | |||
Inc. | |||
since | |||
in |
10
Name, Age and | |||
Position Held | Term of Office and | Other Directorships | |
With the Fund | Length of Service | Principal Occupation | Held by |
Independent | |||
Diane Durnin | Pioneer Diversified | Managing Director - Head of | None |
(66) | High Income Fund, | Product Strategy and | |
Director | Inc.: Class I Director | Development, BNY Mellon | |
Nominee | since 2020. Term expires | Investment Management | |
in 2023. | (investment management firm) | ||
(2012-2018); Vice Chairman – | |||
Pioneer Floating Rate | The Dreyfus Corporation (2005 | ||
Fund, Inc.: Class II | – 2018): Executive Vice | ||
Director since 2020. Term | President Head of Product, BNY | ||
expires in 2023. | Mellon Investment Management | ||
(2007-2012); Executive Director- | |||
Pioneer High Income | Product Strategy, Mellon Asset | ||
Fund, Inc.: Class III | Management (2005-2007); | ||
Director since 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 2023. | Corporation (1994-2000) | ||
Pioneer Municipal | |||
High Income | |||
Advantage Fund, Inc.: | |||
Class II Director since | |||
2020. Term expires in | |||
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 Director |
Independent Directors and Nominees: | |||
Benjamin M. | Pioneer Diversified | William Joseph Maier Professor | Trustee, Mellon |
Friedman (78) | High Income | of Political Economy, Harvard | Institutional Funds |
Director | Inc.: Class I | University (1972 – present) | Investment Trust and |
Nominee | since 2008. Term expires | Mellon Institutional Funds | |
in | Master Portfolio (oversaw | ||
17 portfolios in fund | |||
Pioneer Floating Rate | complex) (1989 - 2008) | ||
Fund, Inc.: Class II | |||
Director since 2008. Term | |||
expires in 2023. | |||
Pioneer High Income | |||
Fund, Inc.: Class III | |||
Director since 2008. Term | |||
expires in 2023. | |||
Pioneer Municipal | |||
High Income Fund, | |||
Inc.: Class II Director | |||
since 2008. Term expires | |||
in | |||
Pioneer Municipal | |||
High Income | |||
Advantage Fund, Inc.: | |||
Class II | |||
2008. Term expires in | |||
2023. | |||
Pioneer Municipal | |||
High Income | |||
Opportunities Fund, | |||
Inc.: Class II | |||
since | |||
in |
12
Name, Age and | |||
Position Held | Term of Office and | Other Directorships | |
With the Fund | Length of Service | Principal Occupation | Held by |
Independent | |||
Craig C. | Pioneer Diversified | Partner, England & Company, | Director, Equitable |
MacKay (60) | High | LLC (advisory firm) (2012 – | Holdings, Inc. (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); Board Member | |
(investment bank) (2006 – | of Carver Bancorp, Inc. | ||
2012); Group Head – Private | (holding company) and | ||
Pioneer Floating Rate | Finance & High Yield Capital | Carver Federal Savings | |
Fund, Inc.: Class III | Markets Origination, SunTrust | Bank, NA (2017 – | |
Director | Robinson Humphrey | present); Advisory | |
expires in 2024. | (investment bank) (2003 – | Council Member, | |
2006); and Founder and Chief | MasterShares ETF (2016 | ||
Pioneer High Income | Executive Officer, HNY | – 2017); Advisory Council | |
Fund, Inc.: Class I | Associates, LLC (investment | Member, The Deal | |
Director since 2021. Term | bank) (1996 – 2003) | (financial market | |
expires in 2024. | information publisher) | ||
(2015 – 2016); Board Co- | |||
Pioneer Municipal | Chairman and Chief | ||
High Income | Executive Officer, Danis | ||
Inc.: Class III Director | Transportation Company | ||
since 2021. Term expires | (privately-owned | ||
in 2024. | commercial carrier) | ||
Pioneer Municipal | (2000 – 2003); Board | ||
High Income | Member and Chief | ||
Advantage Fund, Inc.: | Financial Officer, | ||
Class III Director since | Customer Access | ||
2021. Term expires in | Resources (privately- | ||
2024. | owned teleservices | ||
company) (1998 – 2000); | |||
Pioneer Municipal | Board Member, | ||
High Income | Federation of Protestant | ||
Opportunities Fund, | Welfare Agencies (human | ||
Inc.: Class III Director | services agency) (1993 – | ||
since 2021. Term expires | present); and Board | ||
in 2024. | Treasurer, Harlem | ||
Dowling Westside Center | |||
(foster care agency) | |||
(1999 – 2018) | |||
13
Name, Age and | |||
Position Held | Term of Office and | Other Directorships | |
With the Fund | Length of Service | Principal Occupation | Held by Director |
Independent Directors and Nominees: | |||
Lorraine H. | Pioneer Diversified | Chief Investment Officer, 1199 | None |
Monchak (67) | High Income Fund, | SEIU Funds (healthcare workers | |
Director | Inc.: Class III Director | union pension funds) (2001 – | |
since 2015. Term expires | present); Vice President – | ||
in 2025. | International Investments | ||
Group, American International | |||
Pioneer Floating Rate | Group, Inc. (insurance | ||
Fund, Inc.: Class I | company) (1993 – 2001); Vice | ||
Director since 2015. Term | President Corporate Finance and | ||
expires in 2025. | 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 2025. | Corporation (government- | ||
sponsored issuer of debt | |||
Pioneer Municipal | securities) (1988 – 1990); | ||
High Income Fund, | Mortgage Strategies Group, | ||
Inc.: Class I | Shearson Lehman Hutton, Inc. | ||
since 2015. Term expires | (investment bank) (1987 – | ||
in 2025. | 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 | |||
2025. | |||
Pioneer Municipal | |||
High Income | |||
Opportunities Fund, | |||
Inc.: Class I Director | |||
since 2021. Term expires | |||
in 2025. |
14
Name, Age and | |||
Position Held | Term of Office and | Other Directorships | |
With the Fund | Length of Service | Principal Occupation | Held by Director |
Independent Directors and Nominees: | |||
Marguerite A. | Pioneer Diversified | Chief Financial Officer, American | Director of New America |
Piret (75) | High Income Fund, | Ag Energy, Inc. (technology for | High Income Fund, Inc. |
Director | Inc.: Class II Director | the environment, energy and | (closed-end investment |
since 2007. Term | agriculture) (2019 – present); | company) (2004 – | |
in | Chief Operating Officer, North | present); and Member, | |
Country Growers LLC | Board of Governors, | ||
Pioneer Floating Rate | (controlled environment and | Investment Company | |
Fund, Inc.: Class | agriculture company) (2020 – | Institute (2000 – 2006) | |
Director since 2003. Term | present); Chief Executive Officer, | ||
expires in 2024. | Green Heat LLC (biofuels | ||
company) (2022 – present); | |||
Pioneer High Income | President and Chief Executive | ||
Fund, Inc.: Class I | Officer, Newbury Piret Company | ||
Director since 2002. Term | (investment banking firm) | ||
expires in 2024. | (1981 – 2019) | ||
Pioneer Municipal | |||
High Income Fund, | |||
Inc.: Class III Director | |||
since 2003. Term expires | |||
in | |||
holders of | |||
Stock only. | |||
Pioneer Municipal | |||
High Income | |||
Advantage Fund, Inc.: | |||
Class III | |||
2003. Term expires in | |||
2024. Elected by holders | |||
of Preferred Stock only. | |||
Pioneer Municipal | |||
High Income | |||
Opportunities Fund, | |||
Inc.: Class | |||
since | |||
in |
15
Name, Age and | |||
Position Held | Term of Office and | Other Directorships | |
With the Fund | Length of Service | Principal Occupation | Held by |
Independent | |||
Fred J. | Pioneer Diversified | Private investor (2020 – | None |
Ricciardi (76) | High | 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 | ||
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 | 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 | |||
since | |||
in |
16
Name, Age and | |||
Position Held | Term of Office and | Other Directorships | |
With the Fund | Length of Service | Principal Occupation | Held by |
Interested Directors and | |||
Lisa M. Jones | Pioneer Diversified | Director, CEO and President | Director of |
(61)** | High Income Fund, | Amundi US, Inc. | Analytics (provider of |
Director, | Inc.: Class III Director | management firm) (since | web-based investment |
President and | since | September 2014); Director, CEO | accounting software for |
Chief Executive | in | and | reporting and |
Officer | Management US, Inc. (since | reconciliation services) | |
Pioneer Floating Rate | September 2014); Director, CEO | (September 2022 – | |
Fund, Inc.: Class I | and President of Amundi | present) | |
Director since 2014. Term | Distributor US, Inc. (since | ||
expires in 2025. | 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 2025. | Inc. and Amundi Asset | ||
(September 2014 – 2018); | |||
Pioneer Municipal | Managing Director, Morgan | ||
High Income Fund, | Stanley Investment | ||
Inc.: Class | Management (investment | ||
since | management firm) (2010 – | ||
in 2025. | 2013); Director of Institutional | ||
Business, CEO of International, | |||
Pioneer Municipal | Eaton Vance Management | ||
High Income | (investment management firm) | ||
Advantage Fund, Inc.: | (2005 – 2010); Director of | ||
Class I Director since | Amundi Holdings US, Inc. (since | ||
2014. Term expires in | 2017) | ||
2025. | |||
Pioneer Municipal | |||
High Income | |||
Opportunities Fund, | |||
Inc.: Class I | |||
since | |||
in |
17
Name, Age and | |||
Position Held | Term of Office and | Other Directorships | |
with the Fund | Length of Service | Principal Occupation | Held by |
Interested Directors and | |||
Kenneth J. | Pioneer Diversified |
Director and Executive Vice | None | ||
Taubes (65)** | High Income | President (since 2008) and | |
Director | Inc.: Class I Director | Investment Officer, | |
Nominee | 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 | ||
Director since 2014. Term | (since 2008); Executive Vice | ||
expires in 2023. | President and Chief Investment | ||
Officer, U.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 2023. | Director of Amundi Holdings US, | ||
Inc. (since 2017) | |||
Pioneer Municipal | |||
High | |||
Inc.: Class II | |||
since 2014. Term expires | |||
in | |||
Pioneer Municipal | |||
High Income | |||
Advantage | |||
Class II | |||
2014. Term expires in | |||
2023. | |||
Pioneer Municipal | |||
High Income | |||
Opportunities Fund, | |||
Inc.: Class II Director | |||
since 2021. Term expires | |||
in 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 Directors because they are an officer or director of each fund’s investment adviser and certain of its affiliates. |
18
Responsibilities of the Board of Trustees
Directors
The Board of Trustees is responsible for overseeing each fund'sfund’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 held 6 meetings. During the most recent fiscal year of Trusteeseach of Pioneer Floating Rate Fund, Inc. and Pioneer High Income Fund, Inc., the Board held 76 meetings. During the most recent fiscal year of Pioneer Municipal High Income Opportunities Fund, Inc., the Board held 6 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 20162022 annual meeting of shareholders.
16
The TrusteesDirectors were selected or nominated to join the Board based upon the following as to each Board member: such person'sperson’s character and integrity; such person'sperson’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"“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'sthat 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'sBoard’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'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:
4/30/2023 | 11/30/2022 | 3/31/2023 | 4/30/2023 | 3/31/2023 | 4/30/2023 | |
Pioneer | Pioneer | |||||
Pioneer | Pioneer | Pioneer | Pioneer | Municipal | Municipal | |
Diversified | Floating | High | Municipal | High Income | High Income | |
High Income | Rate | Income | High Income | Advantage | Opportunities | |
Fund, Inc. | Fund, Inc. | Fund, Inc. | Fund, Inc. | Fund, Inc. | Fund, Inc. | |
Audit Committee | 7 | 5 | 7 | 7 | 7 | 7 |
Governance and | ||||||
Nominating Committee | 4 | 4 | 4 | 4 | 4 | 4 |
Independent Directors | ||||||
Committee | 6 | 7 | 6 | 6 | 6 | 6 |
Policy Administration | ||||||
Committee | 4 | 4 | 4 | 4 | 4 | 4 |
Valuation Committee | 4 | 4 | 4 | 4 | 4 | 4 |
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'sfund’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
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"(“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:
.
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 Securities and Exchange Commission (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, 2016,2022, the Annual Reports for Pioneer High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage TrustFund, Inc. for the fiscal year ended March 31, 20172023 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
The members of each fund'sfund’s Audit Committee are:
David R. Bock (Chair)
Benjamin M. Friedman
Craig C. MacKay
Lorraine H. Monchak
Marguerite A. Piret
Fred 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“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.
22
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 and recommends to the Independent TrusteesDirectors Committee any appropriate changes concerning, among other things, the size and composition of the Board, the Board'sBoard’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'sCommittee’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'snominee’s reputation for integrity, honesty and adherence 20
nominee'snominee’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'snominee’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'snominee’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;the fund; (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; anddirector; (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; (vii) nominees should have, or be willing to
23
acquire, an appreciation and understanding for the oversight of publicly offered investment companies and the management, administration and distribution services provided by service providers to the companies and their shareholders, and the regulatory context within which these activities are carried out; (viii) nominees should have a collegial, collaborative approach: people who will work efficiently, effectively and in the spirit of candor and respect for fellow board members and the staffs of the service providers; (ix) nominees should have the willingness and ability to serve on appropriate committees, and contribute to and engage meaningfully in the deliberations thereof; and (x) nominees should be committed to diversity and inclusion among Board members.
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'sfund’s affairs, based on the 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'sBoard’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, the Governance and NominationNominating Committee Chartercharter provides that the Committee shall strive 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, and further provides, as noted above, 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'sCommittee’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 Committeecommittee 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 the
24
The 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 thethat 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.
Shareholders
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 annual 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'sfund’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'sfund’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'sfund’s internal audit function. The Policy Administration Committee also oversees the adoption and implementation of certain of the funds'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.
25
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'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'sfund’s and each other'sother’s in the setting of priorities, the resources available or the effectiveness of relevant controls. Operational or other failures, including cybersecurity failures, at any one or more of the 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'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'sfund’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'sfund’s ability to manage risk is subject to substantial limitations.
In addition, it
It 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
26
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, 2017.2023. 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, 2017.2023. The share value of any open-end Pioneer fund is based on the net asset value of the class of shares on May 31, 2017.2023. 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 | in each Fund | Directors or |
INTERESTED | ||
$0 1 | ||
$0 2 | ||
$0 3 | ||
Lisa M. Jones | $0 4 | Over $100,000 |
$0 5 | ||
$0 6 | ||
$0 1 | ||
$0 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 4 | Over $100,000 |
$0 5 | ||
$0 6 |
27
Aggregate Dollar | ||
Range of Equity | ||
Securities in All | ||
Pioneer Funds | ||
Dollar Range of | Overseen or to be | |
Equity Securities | Overseen by | |
Name of | in each Fund | Directors or |
INTERESTED DIRECTORS or | ||
$0 1 | ||
$0 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 | ||
Over $100,000 | ||
$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 4 | Over $100,000 |
$0 5 | ||
$0 6 |
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 Trust
Fund, 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, 2016,2022, 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 $626,073 and $404,966 in each of the funds2021 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
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 chosenduly elected and qualifiedqualifies 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)
------------------------------------- -------------------------------------
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) |
Christopher J. Kelley | Vice President and Associate General Counsel of |
(58) | 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 |
(60) | 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 | |
Heather L. Melito-Dezan | Director - Trustee and Board Relationships of |
(46) | Amundi US since September 2019; Assistant |
Assistant Secretary | Secretary of Amundi US, Inc. since July 2020: |
Assistant Secretary of Amundi Asset | |
Management US, Inc. since July 2020: Assistant | |
Secretary of Amundi Distributor US, Inc. since | |
July 2020; Assistant Secretary of all the Pioneer | |
Funds since September 2022; Private practice | |
from 2017 – 2019 |
29
Name, age and position with each fund | Principal occupation(s) |
Anthony J. Koenig, Jr. | Managing Director, Chief Operations Officer and |
(59) | 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 | |
Luis I. Presutti | Director – Fund Treasury of Amundi US since |
(58) | 1999; and Assistant Treasurer of all of the |
Assistant Treasurer | Pioneer Funds since 1999 |
Gary Sullivan | Senior Manager – Fund Treasury of Amundi US |
(65) | since 2012; and Assistant Treasurer of all of the |
Assistant Treasurer | Pioneer Funds since 2002 |
Antonio Furtado | Fund Oversight Manager – Fund Treasury of |
(41) | 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 |
(52) | 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 |
(52) | 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 |
(51) | 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, Crédit | |
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, 2017.2023. 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. Amundi US or its affiliates compensate the funds’ executive officers, who are also officers or employees of Amundi US or its affiliates.
Pioneer High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust:
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 Funds1 |
Interested 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. | $1,591.06* | $0.00 | $296,100.00 |
$1,916.25** | |||
Diane Durnin | $1,561.72* | $0.00 | $283,763.00 |
$1,870.79** | |||
Craig C. MacKay | $1,601.52* | $0.00 | $291,263.00 |
$1,897.12** | |||
Benjamin M. Friedman | $1,644.84* | $0.00 | $328,275.00 |
$2,033.51** | |||
Lorraine H. Monchak | $1,679.46* | $0.00 | $333,439.00 |
$2,052.54** | |||
Thomas J. Perna | $1,828.82* | $0.00 | $396,100.00 |
$2,284.76** | |||
Marguerite A. Piret | $1,620.39* | $0.00 | $308,439.00 |
$1,961.72** | |||
Fred J. Ricciardi | $1,637.85* | $0.00 | $315,939.00 |
$1,988.05** |
1 As of the fiscal year ended March 31, 2017,2023, there were 4649 U.S. registered investment portfoliosfunds in the Pioneer Funds.
* Aggregate compensation from Pioneer High Income Trust.
**Fund, Inc.
** Aggregate compensation from Pioneer Municipal High Income Advantage Trust.
29
31
The following table sets forth certain information with respect to the compensation of each TrusteeDirector of 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, 2017.2023. 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. Each fund does not pay any salary or other compensation to its executive officers, none of whom are employees of the funds. Amundi US or its affiliates compensate the funds’ executive officers, who are also officers or employees of 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 Funds1 |
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 | $296,100.00 |
$1,811.48** | |||
$1,487.40*** | |||
Diane Durnin | $1,000.00* | $0.00 | $283,763.00 |
$1,771.21** | |||
$1,463.22*** | |||
Benjamin M. Friedman | $1,000.00* | $0.00 | $328,275.00 |
$1,915.59** | |||
$1,549.35*** | |||
Craig C. MacKay | $1,000.00* | $0.00 | $291,263.00 |
$1,794.78** | |||
$1,476.81*** | |||
Lorraine H. Monchak | $1,000.00* | $0.00 | $333,439.00 |
$1,932.44** | |||
$1,559.47*** |
32
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 Funds1 |
Independent Directors: | |||
Thomas J. Perna | $1,000.00* | $0.00 | $396,100.00 |
$2,137.90** | |||
$1,683.39*** | |||
Marguerite A. Piret | $1,000.00* | $0.00 | $308,439.00 |
$1,851.76** | |||
$1,511.58*** | |||
Fred J. Ricciardi | $1,000.00* | $0.00 | $315,939.00 |
$1,875.32** | |||
$1,525.17*** |
1 As of the fiscal year ended April 30, 2023, there were 49 U.S. registered funds in the Pioneer Funds.
* Aggregate compensation from Pioneer Diversified High Income Fund, Inc.
** Aggregate compensation from Pioneer Municipal High Income 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 Director of Pioneer Floating Rate Fund, Inc. for the fiscal year ended November 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. The fund does not pay any salary or other compensation to its officers.
Pioneer Diversified High Income Trust and Pioneer Municipal High Income Trust:
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 Funds1 |
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 Director | from each Fund | Fund Expenses | Pioneer Funds1 |
Independent Directors: | |||
John E. Baumgardner, Jr. | $1,000.00 | $0.00 | $292,575.00 |
Diane Durnin | $1,000.00 | $0.00 | $284,884.00 |
Benjamin M. Friedman | $1,000.00 | $0.00 | $324,456.00 |
Craig C. MacKay | $1,000.00 | $0.00 | $287,885.00 |
Lorraine H. Monchak | $1,000.00 | $0.00 | $329,766.00 |
Thomas J. Perna | $1,000.00 | $0.00 | $395,575.00 |
Marguerite A. Piret | $1,000.00 | $0.00 | $304,766.00 |
Fred J. Ricciardi | $1,000.00 | $0.00 | $312,266.00 |
1 As of the fiscal year ended November 30, 2016,2022, there were 4649 U.S. registered investment portfoliosfunds in the Pioneer Funds.
Investment adviser and administrator
Amundi Pioneer (the "Adviser"),US, whose executive offices are located at 60 State Street, Boston, Massachusetts 02109, serves as investment adviser and administrator to each fund.
Amundi PioneerUS is an indirect, wholly owned subsidiary of Amundi and Amundi'sAmundi’s wholly owned subsidiary, Amundi USA,Holdings US, Inc. Amundi, one of the world'sworld’s largest asset managers, is headquartered in Paris, France. As of June 30, 2017,March 31, 2023, Amundi had more than $1.5$2.1 trillion in assets under management worldwide. As of June 30, 2017,March 31, 2023, Amundi PioneerUS (and its U.S. affiliates) had over $74$92.1 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.
. Mr. Friedman, Ms. Graham and Mr. Taubes are the current nominees for
election as Class I Trustees of Pioneer Diversified High Income Trust,
Class II Trustees of Pioneer Floating Rate Trust and Class III Trustees
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.
Director.
- | Ms. Durnin, Mr. Friedman and Mr. Taubes are the current nominees for election as Class I Directors of Pioneer Diversified High Income Fund, Inc.; Class II Directors of Pioneer Floating Rate Fund, Inc. and Pioneer Municipal High Income Opportunities Fund; and Class III Directors of Pioneer High Income Fund, Inc. |
34
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, Ms. Graham and Mr. Taubes are
The affirmative vote of a majority of all of the current nominees for
election as Class II Trustees of Pioneer Municipal High Income Trust and
Pioneer Municipal High Income Advantage Trust. The three nominees
receiving the greatest number
32
of votes of the Common Stock and Preferred Shares,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 Class II Trustee of each of Pioneer Municipal High Income Trust and
Pioneer Municipal High Income Advantage Trust willDirector designated to be elected toby the Boardholders of TrusteesCommon Stock and Preferred Stock of suchthe fund.
- | Ms. Durnin, Mr. Friedman and Mr. Taubes are the current nominees for election by the holders of Common Stock and Preferred Stock of the fund, voting together as a single class, as Class II Directors of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. |
Recommendation
For the reasons set forth above, the TrusteesDirectors of your fund unanimously recommend that shareholdersstockholders vote FOR each of Ms. Durnin, Mr. Friedman Ms. Graham and Mr. Taubes.
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'sfund’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 3/31/2017 ended 3/31/2016
------------------- -------------------
Pioneer High Income Trust $49,954.00 $47,063.00
Pioneer Municipal High Income Advantage Trust $48,714.00 $45,823.00
For the fiscal year For the fiscal year
ended 4/30/2017 ended 4/30/2016
------------------- -------------------
Pioneer Diversified High Income Trust $53,954.00 $51,063.00
Pioneer Municipal High Income Trust $51,534.00 $48,643.00
For the fiscal year For the fiscal year
ended 11/30/2016 ended 11/30/2015
------------------- -------------------
Pioneer Floating Rate Trust $76,738.00 $76,700.00
For the fiscal year | For the fiscal year | |
ended 3/31/2023 | ended 3/31/2022 | |
Pioneer High Income Fund, Inc. | $42,215.00 | $39,270.00 |
Pioneer Municipal High Income | ||
Advantage Fund, Inc. | $45,505.00 | $42,330.00 |
For the fiscal year | For the fiscal year | |
ended 4/30/2023 | ended 4/30/2022 | |
Pioneer Diversified High | ||
Income Fund, Inc. | $42,215.00 | $39,270.00 |
Pioneer Municipal High | ||
Income Fund, Inc. | $45,505.00 | $42,330.00 |
Pioneer Municipal High Income | ||
Opportunities Fund, Inc.* | $45,150.00 | $52,000.00 |
For the fiscal year | For the fiscal year | |
ended 11/30/2022 | ended 11/30/2021 | |
Pioneer Floating Rate Fund, Inc. | $66,220.00 | $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'sfund’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.
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For the fiscal year | For the fiscal year | |
ended 3/31/2023 | ended 3/31/2022 | |
Pioneer High Income Fund, Inc. | $2,064.47 | $0.00 |
Pioneer Municipal High Income | ||
Advantage Fund, Inc. | $2,337.20 | $0.00 |
For the fiscal year | For the fiscal year | |
ended 4/30/2023 | ended 4/30/2022 | |
Pioneer Diversified High | ||
Income Fund, Inc. | $898.95 | $0.00 |
Pioneer Municipal High | ||
Income Fund, Inc. | $2,279.89 | $0.00 |
Pioneer Municipal High Income | ||
Opportunities Fund, Inc.* | $2,042.20 | $0.00 |
For the fiscal year | For the fiscal year | |
ended 11/30/2022 | ended 11/30/2021 | |
Pioneer Floating Rate Fund, Inc. | $324.89 | $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.
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For the fiscal year | For the fiscal year | |
ended 3/31/2023 | ended 3/31/2022 | |
Pioneer High Income Fund, Inc. | $10,105.00 | $9,400.00 |
Pioneer Municipal High Income | ||
Advantage Fund, Inc. | $10,105.00 | $9,400.00 |
For the fiscal year | For the fiscal year | |
ended 4/30/2023 | ended 4/30/2022 | |
Pioneer Diversified High | ||
Income Fund, Inc. | $10,213.00 | $9,500.00 |
Pioneer Municipal High | ||
Income Fund, Inc. | $10,105.00 | $9,400.00 |
Pioneer Municipal High Income | ||
Opportunities Fund, Inc.* | $10,105.00 | $11,350.00 |
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For the fiscal year | For the fiscal year | |
ended 11/30/2022 | ended 11/30/2021 | |
Pioneer Floating Rate Fund, Inc. | $10,213.00 | $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'
Affiliates’ Fees for Non-Audit Services Required to be Pre-Approved
Each fund'sfund’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'sfund’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the fund (hereinafter referred to as "affiliates"“affiliates” of the fund). For the fiscal years ended March 31, 20172023 and 2016,2022, 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'sfund’s Audit Committee pre-approval. For the fiscal years ended April 30, 20172023 and 2016,2022, 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'sfund’s Audit Committee pre-approval. For the fiscal years ended November 30, 20162022 and 2015,2021, for Pioneer Floating Rate Trust,Fund, Inc., there were no services provided to an affiliate that required the fund'sfund’s Audit Committee pre-approval.
General Audit Committee Approval 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'sfund’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"Providers”) if the engagement
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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.
No
The Audit Committee may not approve non-audit services that the Audit Committee believes may impair the independence of the independent registered public accounting firm. Permissible non-audit services include any professional services (including tax services) that are not prohibited services as described below provided to the fund by the independent registered public accounting firm, other than those provided to 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 theeach fund’s 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.
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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 3/31/2023 | ended 3/31/2022 | |
Pioneer High Income Fund, Inc. | $0.00 | $0.00 |
Pioneer Municipal High Income | ||
Advantage Fund, Inc. | $0.00 | $0.00 |
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For the fiscal year | For the fiscal year | |
ended 4/30/2023 | ended 4/30/2022 | |
Pioneer Diversified High | ||
Income Fund, Inc. | $0.00 | $0.00 |
Pioneer Municipal High | ||
Income Fund, 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 11/30/2022 | ended 11/30/2021 | |
Pioneer Floating Rate Fund, Inc. | $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 & Touche
LLP'sYoung LLP’s independence in performing audit services.
Representatives of DeloitteErnst & ToucheYoung LLP will be available at the shareholderannual 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.
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INFORMATION CONCERNING THE MEETINGS
Outstanding shares and quorum
As of the record date, July 12, 2017,7, 2023, the following shares of Common Stock and Preferred Shares
of beneficial interestStock were outstanding for each fund:
Common | Preferred | |
Pioneer Diversified High Income | ||
Fund, Inc | 8,334,759.000 | None |
Pioneer Floating Rate | 12,374,933.000 | None |
Pioneer High Income | 29,341,635.000 | None |
Pioneer Municipal High Income | ||
Advantage | 23,914,439.000 | Variable Rate |
MuniFund Term | ||
Preferred Shares | ||
Series | ||
Pioneer Municipal High | ||
Income Fund, Inc | 22,771,349.000 | Variable Rate |
MuniFund Term | ||
Preferred Shares | ||
Series | ||
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 annual meeting. TheWith respect to matters to be voted on by the holders of one-thirdCommon Stock and Preferred Stock of a 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 annual 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 (if any), the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the annual meeting by holders of stock of such fund.
class on such matters shall constitute a quorum for the transaction of business on such matters.
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, 2023, 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 8,333,947.094 shares, equal to approximately 99.99% of the fund’s outstanding Common Stock, including the shares shown below:
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Name and Address of | |||
Beneficial Owner | Share Class | Number of Shares | % of Class |
First Trust Portfolios L.P. | |||
First Trust Advisors L.P. | |||
The Charger Corporation | |||
120 East Liberty Drive, | |||
Suite 400 | |||
Wheaton, Illinois 60187 | Common | 604,905 | 7.26% |
Pioneer Floating Rate Fund, Inc.
To the best of the fund’s knowledge, as of July 7, 2023, 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 12,374,841.235 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 |
First Trust Portfolios L.P. | |||
First Trust Advisors L.P. | |||
The Charger Corporation | |||
120 East Liberty Drive, | |||
Suite 400 | |||
Wheaton, Illinois 60187 | Common | 765,873 | 6.19% |
Pioneer High Income Fund, Inc.
To the best of the fund’s knowledge, as of July 7, 2023, 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 29,292,677.000 shares, equal to approximately 99.92% 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 |
First Trust Portfolios L.P. | |||
First Trust Advisors L.P. | |||
The Charger Corporation | |||
120 East Liberty Drive, | |||
Suite 400 | |||
Wheaton, Illinois 60187 | Common | 1,991,936 | 5.67% |
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Pioneer Municipal High Income Advantage Fund, Inc.
To the best of the fund’s knowledge, as of July 7, 2023, Cede & Co., a nominee for participants in the Depository Trust
Name and Address of | |||
Beneficial Owner | Share Class | Number of Shares | % of Class |
First Trust Portfolios L.P. | |||
First Trust Advisors L.P. | |||
The Charger Corporation | |||
120 East Liberty Drive, | |||
Suite 400 | |||
Wheaton, Illinois 60187 | Common | 1,656,798 | 6.93% |
To the best of the fund’s knowledge, as of July 7, 2023, Bank of America Corporation, 100 North Tryon Street, Charlotte, North Carolina 28255 and Banc of America Preferred Funding Corporation, 214 North Tryon Street, Charlotte, North Carolina 28255, held of record 1,400 shares, equal to 100% of the fund’s outstanding 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, 2023, 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 22,763,278.212 shares, equal to approximately 99.98% 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 |
First Trust Portfolios L.P. | |||
First Trust Advisors L.P. | |||
The Charger Corporation | |||
120 East Liberty Drive, | |||
Suite 400 | |||
Wheaton, Illinois 60187 | Common | 1,376,241 | 6.04% |
Morgan Stanley | |||
1585 Broadway, | |||
New York, NY 10036 | |||
Parametric Portfolio | |||
Associates LLC | |||
800 Fifth Avenue, Suite 2800 | |||
Seattle, WA 98104 | Common | 1,949,847 | 8.56% |
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To the best of the fund’s knowledge, as of July 7, 2023, Bank of America Corporation, 100 North Tryon Street, Charlotte, North Carolina 28255 and Banc of America Preferred Funding Corporation, 214 North Tryon Street, Charlotte, North Carolina 28255, held of record 1,290 shares, equal to 100% of the fund’s outstanding 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, 2023, 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, including the shares shown below:
Name and Address of | |||
Beneficial Owner | Share Class | Number of Shares | % of Class |
Morgan Stanley | |||
1585 Broadway, | |||
New York, NY 10036 | Common | 7,127,770 | 42.22% |
Saba Capital | |||
Management, L.P. | |||
405 Lexington Avenue, | |||
58th Floor | |||
New York, New York 10174 | Common | 1,045,386 | 6.19% |
Sit Investment Associates, Inc. | |||
3300 IDS Center | |||
80 South Eighth Street | |||
Minneapolis, MN 55402 | Common | 985,601 | 5.84% |
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 20182024 annual meeting, must be received by the Secretary of the fund at the fund's principal officesoffice 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 20172023 annual meeting was released to its stockholders, or on or before April 9, 2018.March 30, 2024. A proposal or nomination that is not to be included in a fund's proxy statement may be made at the 20182024 annual meeting for such fund only if it is received by the Secretary of the fund at the fund's principal officesoffice at 60 State Street, Boston, Massachusetts 02109 not moreearlier than 150 days (i.e., February 29, 2024) and not later than 5:00 p.m., Eastern Time, 120 days and at least
90 days(i.e., March 30, 2024) before the anniversary date of the mailingdate of the fund's proxy materials for the 20172023 annual meeting provided, however, that in the event that the date of the mailing of the notice for the 20182024 annual meeting for a fund is advanced or delayed by more than thirty (30) days from the 40
20172023 annual meeting, notice by a shareholderstockholder to be timely must be so delivered not earlier than the close of business on the 150th day prior to the date of the 2024 annual meeting and not later than 5:00 p.m.,
44
Eastern Time, on the later of the 120th day prior to the date of mailing of the notice
for the 20182024 annual meeting, and not later than the close of business on the
later of the 90th day prior to the date of mailing of the notice for the 2018
annual meetingas originally convened, or the 10th day following the day on which public announcement of the date of mailing of the notice for the 2018such annual meeting is first made by the fund. The funds' By-lawsfunds’ Bylaws 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.
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, 2018,12, 2024, which date is subject to change. ShareholderStockholder proposals are subject to certain regulations under the federal securities laws.
Proxies, quorum and voting at the annual meeting
Any shareholder
Stockholders 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 for the election of each of the nominees for election as a Director 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-thirdFund, Inc.: with respect to matters to be voted on by the holders of 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 (if any), 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.
45
Abstentions and "broker non-votes"“broker non-votes” will be treated as present for purposes of determining a quorum. "Broker non-votes"“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. 41
InHowever, because the eventfunds understand that a broker or nominee may exercise discretionary voting power with respect to Proposal 1, and there are no other proposals expected to come before the meeting 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 annual 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 shareholderannual meeting to a later date and time and at a place announced at the annual 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 annual meeting with respect to a fund is postponed, the fundsthat fund 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"“broker non-votes” (if any) will have nothe same effect on theas voting for“AGAINST” the election of Trusteesthe directors.
Anti-takeover provisions
Each fund’s charter and Bylaws include provisions that are designed to limit the ability of other entities or persons to acquire control of the fund for short-term objectives, including by converting the fund to open-end status or changing the composition of the Board, that may be detrimental to the fund’s ability to achieve its primary investment objective. These provisions include staggered terms of service for the Directors, advance notice requirements for stockholder proposals, and super-majority voting requirements for certain transactions with affiliates, open-ending the fund or a merger, liquidation, asset sale or similar transaction. Each fund’s Bylaws also contain a provision providing that the Board of Directors has adopted a resolution to opt in Proposal 1, because only votes "FOR"the fund to the provisions of the Maryland Control Share Acquisition Act (“MCSAA”). Such provisions may limit the ability of stockholders to sell their shares at a premium over prevailing market prices by discouraging
46
a third party from seeking to obtain control of a fund. There can be no assurance, however, that such provisions will be sufficient to deter activist investors that seek to cause a fund to take actions that may not be aligned with the interests of long-term stockholders. Furthermore, the law is uncertain on the use of control share provisions. Courts have found that control share provisions in the bylaws of closed-end funds organized as Massachusetts business trusts are inconsistent with the 1940 Act. Courts have not yet considered a closed-end fund’s decision to opt in to a plurality voting requirement.
state’s control share statute similar to each fund’s decision to opt in to the MCSAA. It is possible that a court could decide that a fund’s decision to opt in to the MCSAA is inconsistent with the 1940 Act.
Other business
While the meeting has been called to transact any business that may properly come before it, the only mattersmatter that the Trustees intendBoard intends to present are those
mattersis that matter stated in the attached notice of annual meeting of shareholders.meeting. However, if any additional matters properly come before the annual 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 shareholders 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
fund'sfunds’ expense, have one or more of the fund'sfunds’ 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
FinancialMorrow Sodali Fund Solutions, Inc.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.
$85,000.
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 &Equiniti 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
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July 28, 2023
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22246-09-0717
PIONEER DIVERSIFIED HIGH INCOME TRUST PROXY
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33428-00-0723
PO Box 211230, Eagan, MN 55121-9984
VOTE BY MAIL
1. | Read the proxy statement. |
2. | Check the appropriate box(es) on the reverse side of theproxy card. |
3. | Sign, date and return the proxycard in the envelope provided. |
VOTE ONLINE
1. | Read the proxy statement and have the proxy card at hand. |
2. | Go to www.proxyvotenow.com/amundi |
3. | Follow the simple instructions. |
VOTE BY PHONE
1. | Read the proxy statement and have the proxy card at hand. |
2. | Call toll-free 855-672-427 |
3. | Follow the simple instructions. |
< FUND NAME PRINTS HERE >
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD STOCKHOLDERS
SEPTEMBER 21, 2017
12, 2023
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 “Annual Meeting”) of Pioneer Diversified High Income Trustthe Fund scheduled to be held on September 21, 2017,12, 2023 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 Annual 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 ANNUAL 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) andTitle(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
--------------------------------------------
Signature
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 12, 2023.
The ProxyStatement forthis Annual Meeting is available at https://proxyvotinginfo.com/p/amundi2023
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.
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 Annual 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: [_]
1. To elect three Class I trustees of Pioneer FOR WITHHOLD FOR ALL
Diversified High Income Trust, as named in the ALL ALL EXCEPT
attached proxy statement, to serve on the Board
of Trustees until their successors have 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. INK AS FOLLOWS:
1. | To elect three Directors of the Fund, as named in the proxy statement, each to serve until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies: | ||||||
FOR | AGAINST | ABSTAIN | |||||
(01) | Diane Durnin | o | o | o | |||
(02) | Benjamin M. Friedman | o | o | o | |||
(03) | Kenneth J. Taubes | o | o | o | |||
2. | To consider any other business that may properly come before the 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.
PO Box 211230, Eagan, MN 55121-9984
VOTE BY MAIL
1. | Read the proxy statement. |
2. | Check the appropriate box(es) on the reverse side of theproxy card. |
3. | Sign, date and return the proxycard in the envelope provided. |
VOTE ONLINE AT:
[www.proxyonline.com/docs/pioneerclosedendfunds.]
PIONEER FLOATING RATE TRUST PROXY
1. | Read the proxy statement and have the proxy card at hand. |
2. | Go to www.proxyvotenow.com/amundi |
3. | Follow the simple instructions. |
VOTE BY PHONE
1. | Read the proxy statement and have the proxy card at hand. |
2. | Call toll-free 855-672-427 |
3. | Follow the simple instructions. |
< FUND NAME PRINTS HERE >
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD STOCKHOLDERS
SEPTEMBER 21, 2017
12, 2023
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 “Annual Meeting”) of Pioneer
Floating Rate Trustthe Fund scheduled to be held on September 21, 2017,12, 2023 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 Annual 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 ANNUAL 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) andTitle(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
--------------------------------------------
Signature
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 12, 2023.
The ProxyStatement forthis Annual Meeting is available at https://proxyvotinginfo.com/p/amundi2023
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.
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 Annual 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: [_]
1. To elect three Class II trustees of Pioneer FOR WITHHOLD FOR ALL
Floating Rate Trust, as named in the attached ALL ALL EXCEPT
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. INK AS FOLLOWS:
1. | To elect three Directors of the Fund, as named in the proxy statement, each to serve until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies: | ||||||
FOR | AGAINST | ABSTAIN | |||||
(01) | Diane Durnin | o | o | o | |||
(02) | Benjamin M. Friedman | o | o | o | |||
(03) | Kenneth J. Taubes | o | o | o | |||
2. | To consider any other business that may properly come before the 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.