UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
☒|X| Filed by a Party other than the Registrant☐| | Check the appropriate box:
| | Preliminary Proxy Statement | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |X| Definitive Proxy Statement | | Definitive Additional Materials | | Soliciting Material Pursuant to Sec. 240.14a-12 PIONEER DIVERSIFIED HIGH INCOME TRUST
PIONEER FLOATING RATE TRUST
PIONEER HIGH INCOME TRUST
PIONEER MUNICIPAL HIGH INCOME TRUST PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
PIONEER MUNICIPAL HIGH INCOME TRUST
(Name
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(Name of Registrant(s) as Specified In Its Charter)
(Name
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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|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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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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| | Fee paid previously with preliminary materials.
| | 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.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
FUNDS
DIVERSIFIED HIGH INCOME TRUST (HNW) PIONEER FLOATING RATE TRUST (PHD) PIONEER HIGH INCOME TRUST (PHT) PIONEER MUNICIPAL HIGH INCOME TRUST (MHI) PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST (MAV) 60 State Street
Boston, Massachusetts 02109
March 20,
1-800-622-3265
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR SEPTEMBER 21, 2017
Dear Shareholder:
A special shareholder
This is the formal agenda for your fund's annual meeting of yourshareholders. 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.
To the shareholders of Pioneer FundDiversified High Income Trust, Pioneer Floating
Rate Trust, Pioneer High Income Trust, Pioneer Municipal High Income Trust and
Pioneer Municipal High Income Advantage Trust:
The annual meeting of shareholders of each of the above registered investment
management companies (each, a "fund" and, collectively, the "funds") will be
held at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts 02110, on June 13,Thursday, September 21, 2017 at 2:00 p.m. (Eastern time),Eastern time,
to vote onconsider the proposals listed in the enclosed joint proxy statement.
The purpose of the special meeting is to seek your approval of the following proposals:
For all Funds:
Approve a New Management Agreement with Pioneer Investment Management, Inc. Shareholders of all Pioneer Funds, including your Fund, are being asked to approve a new management agreement with Pioneer Investment Management, Inc. (the “Adviser”), your Fund’s investment adviser. The Adviser is currently an indirect wholly-owned subsidiary of each of UniCredit S.p.A. (“UniCredit”) and its wholly-owned subsidiary, Pioneer Global Asset Management S.p.A. (“PGAM”). UniCredit and PGAM have entered into a binding agreement to sell the Adviser, together with other asset management businesses they own, to Amundi. Upon the consummation of the transaction, the Adviser will become an indirect wholly-owned subsidiary of Amundi and Amundi’s wholly-owned subsidiary, Amundi USA, Inc. Your Fund’s current management agreement with the Adviser will terminate automatically upon the consummation of the transaction. You are being asked to approve a new management agreement to enable the Adviser to continue to manage your Fund. There will be no increase in management fees as a result of the new management agreement, and the transaction is not expected to have a material adverse impact on the services provided to your Fund.
For all open-end Pioneer Funds and Pioneer ILS Interval Fund:
Elect Trustees. If you are a shareholder of an open-end Pioneer Fund or Pioneer ILS Interval Fund, a closed-end interval fund, you are being asked tofollowing:
1. To elect thethree Trustees of your Fund.
Forfund, as named in the attached proxy
statement: (i) with respect to each of Pioneer AMT-Free Municipal Fund,High Income Trust and
Pioneer Bond Fund,Municipal High Income Advantage Trust, by the holders of Common and
Preferred Shares voting together as a single class, and (ii) with respect to
Pioneer Core Equity Fund,Diversified High Income Trust, Pioneer Global High Yield FundFloating Rate Trust and Pioneer
High Yield Fund only:
Convert Investment Objective(s) from Fundamental to Non-Fundamental.Income Trust, by the holders of Common Shares. Each elected Trustee will
serve for a three-year term or until a successor is elected.
2. To consider any other business that may properly come before the meeting.
Each fund will hold a separate meeting. Shareholders of Funds that have investment objectives that cannot be changed without shareholder approval are being asked to approve the reclassification of those investment objectives as non-fundamental. These changes are intended to provide additional flexibility for the affected Funds.
For Pioneer Bond Fund only:
Change Pioneer Bond Fund’s Investment Objectives.each fund will vote
separately.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL PROPOSALS.
Shareholders of Pioneer Bond Fund are being asked to approve changes to the Fund’s investment objectives. These changes are intended to, among other things, convey more concisely the Fund’s main investment goals.
The Trustees recommend that you vote “FOR” eachrecord as of the proposals applicableclose of business on July 12, 2017 are
entitled to your Fund.However, before you vote please read the full text of the joint proxy statement for an explanation of each of the proposals.
Your vote on these matters is important. Even if you plan to attend and vote in person at the meeting please promptly followand any adjournment or postponement thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING
TO BE HELD ON SEPTEMBER 21, 2017: This Notice and the enclosed instructionsProxy Statement are
available on the internet at www.proxyonline.com/docs/pioneerclosedendfunds.
By Order of each Board of Trustees,
Christopher J. Kelley, Secretary
Boston, Massachusetts
August 7, 2017
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WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY.
submit voting instructionsany shareholder upon request.
Shareholders 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 telephone or over the Internet. Alternatively, you may submit voting instructions by signing and datingBoard of Trustees of each proxy card and returning it in the accompanying postage-paid return envelope. In orderfund to
ensure that shares will be voted in accordance with your instructions, please submit your proxy by June 13, 2017.
If you have any questions about the proposalssolicit proxies to be voted on, please callat the Funds at 1-866-905-2396.
Sincerely,
Lisa M. Jones
President
IMPORTANT NEWS
FOR FUND SHAREHOLDERS
While we encourage you to readannual meeting of shareholders of each fund
referenced above. Participating in the full textmeeting are holders of the enclosed Joint Proxy Statement, for your convenience, we have provided a brief overviewcommon shares of
the matters to be voted on.
Questions and Answers
Your Fund’s current management agreement will terminate automatically upon the consummation of the transaction. You are being asked to approve a new management agreement for your Fund to enable the Adviser to continue to manage your Fund after the consummation of the transaction. There will be no increase in management fees under the new management agreement, and the transaction is not expected to have a material adverse impact on the services provided to your Fund.
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It is important that you vote promptly. In order to ensure that shares will be voted
in accordance with your instructions, please submit your proxy by June 13, 2017.
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PIONEER FUNDS
60 State Street
Boston, Massachusetts 02109
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held June 13, 2017
A joint special meeting of the shareholders of the Pioneer Funds (each, a “Fund”) identified below (the “Meeting”) will be held at the offices of Morgan, Lewis & Bockius LLP, One
Federal Street, Boston, Massachusetts 02110, at 2:00 p.m. (Eastern time), Eastern time, on
June 13,Thursday, September 21, 2017, to consider and vote on the following proposals, as more fully described in the accompanying Joint Proxy Statement:
Your Board recommends that you vote “FOR” all proposals upon which you are being asked to vote. Shareholders of record at the close of business on the Record Date (as defined below) are entitled to vote at the Meetings and at any adjournments or postponements thereof. The Record Date for each open-end Pioneer Fund and Pioneer ILS Interval Fund is March 15, 2017. The Record Date for each closed-end Fund other than Pioneer ILS Interval Fund is March 27, 2017.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON June 13, 2017: The proxy statement and your form of proxy card are available athttps://www.proxy-direct.com/pio-28629.
If you own shares in more than one Fund as of the Record Date (as defined below), you may receive more than one proxy card. Please be certaina
meeting to sign,a later date, and return each proxy card you receive.
By order of the Boards of Trustees
Christopher J. Kelley
Secretary
March 20, 2017
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Pioneer Funds Holding Special Meetings of Shareholders on June 13, 2017
Note: Each Fund is organized as a Delaware statutory trust, or as a series of such a trust, as indicated in the table below
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PIONEER FUNDS
60 State Street
Boston, Massachusetts 02109
JOINT PROXY STATEMENT
This Joint Proxy Statement is furnished in connection with the solicitation by the Boards of Trustees (each, a “Board” and each Board member, a “Trustee”) of each of the Pioneer Funds listed in the accompanying Notice of Special Meeting of Shareholders (each, a “Fund”) of proxies to be voted at a joint special meeting of shareholders of each such Fund to be held at 2:00 p.m. (Eastern time) on June 13, 2017, at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110 (the “Meeting”), and at any and all adjournments or postponements thereof. The Meeting will be held for the purposes as set forth in the accompanying
Notice.
The Boardnotice of each Fund has determined thatannual meeting of shareholders. You may call the use of this Joint Proxy Statementfunds at
1-800-710-0935 for information on how to obtain directions to be able to attend
the Meeting ismeeting and vote in person.
This proxy statement and the best interests of the Fund and its shareholders in light of the similar mattersenclosed proxy card are being considered and voted on by themailed to
shareholders of each of the Funds. There are two parts to this Joint Proxy Statement. Part I sets forth and discusses the proposals being submitted for shareholder approval. Part II provides important additional information that should be reviewed in considering the proposals set forth in Part I. Shareholders should review both Part I and Part II before voting on the proposals. This Joint Proxy Statement and the accompanying materials are being mailed by the Boards to shareholders of open-end Pioneer Funds and Pioneer ILS Interval Fund beginningfund on or about March 20, 2017, andAugust 7, 2017. The annual report for
each fund for its most recently completed fiscal year previously was mailed to
shareholders of closed-end Funds other than Pioneer ILS Interval Fund beginning on or about March 28, 2017.
Each Fund is organized as a Delaware statutory trust or series thereof (each, a “Trust,” and collectively, the “Trusts”). The Trusts are registered management investment companies. A list of each Trust and the series of each Trust (if any) accompanies the Notice of Meeting.
shareholders.
WHO IS ELIGIBLE TO VOTE
Shareholders of record atof each fund as of the close of business on the Record Date (as defined below)July 12,
2017 (the "record date") are entitled to vote on all of the fund's business at
the Meetingannual shareholder meeting and may cast one vote for each share held. The Record Date for each open-end Pioneer Fund and Pioneer ILS Interval Fund is March 15, 2017. The Record Date for each closed-end Fund other than Pioneer ILS Interval Fund is March 27, 2017.any adjournments or postponements thereof.
Each Fund of which you are a shareholder is named on the proxy card(s) included with this Joint Proxy Statement. If you own shares in more than one Fund as of the Record Date, you may receive more than one proxy card. Even if you plan to attend the Meeting, please sign, date and return EACH proxy card you receive, or if you provide voting instructions by telephone or over the Internet, please vote on the proposals affecting EACH Fund you own. 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(s). This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded.
All properly executed proxies received prior to the Meeting will be voted at the Meeting. On the matters coming before the Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly.
If a proxy is properly executed and returned and no choice is specified with respect to one or more proposals, the shares will be voted “FOR” each such proposal. Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to any or all proposals at any time before a vote is taken on a proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the address above), by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.
Photographic identification will be required for admission to the Meeting.
Annual reports are sent to shareholders of record of each Fund following the Fund’s fiscal year end. Each Fund’s fiscal year end is set forth in Part II, Section 1, of this Joint Proxy Statement. Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the Fund at 60 State Street, Boston, Massachusetts 02109 or by calling toll free at 1-800-225-6292. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov.
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Please note that only one annual or semi-annual report or Joint Proxy Statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or the Joint Proxy Statement, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
The following table summarizes each proposal to be presented at the Meeting, and shareholders of which Funds are being asked to vote on each proposal. The enclosed proxy card(s) indicate the Fund(s) in which you hold shares and the proposals you are being asked to vote on.
Summary of Proposals
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VOTE REQUIRED AND MANNER OF VOTING PROXIES
A quorum of shareholders is required to take action at each Meeting.
For any Fund, including any open-end Fund that is organized as a series of a Trust, a quorum of the shareholders for the particular Fund is required in order to take any action for that Fund with respect to Proposal 1, Proposal 3 and Proposal 4, whether or not there is a quorum of the shareholders for the Trust as a whole, and a quorum of the shareholders of the Trust as a whole is required in order to take any action at the Meeting with respect to Proposal 2. The quorum requirement for each open-end Fund and for Pioneer ILS Interval Fund is 30% of the outstanding shares of the Fund entitled to vote, present in person or represented by proxy. The quorum requirement for each closed-end Fund is one-third (1/3) of the outstanding Common and Preferred Shares, if any, entitled to vote, present in person or represented by proxy. The quorum requirement for each Trust consisting of open-end Funds is 30% of the outstanding shares of the Trust entitled to vote, present in person or represented by proxy. With respect to each Proposal, each whole share shall be entitled to one vote and each fractional share shall
be entitled to a proportionate fractional vote.
Votes cast Shares represented by proxyproperly
executed proxies, unless revoked before or in person at the
Meeting3
tabulated byvoted according to the inspectors of election appointed for the Meeting. The inspectors of election, who are employees of the proxy solicitor engaged by Pioneer Investment Management, Inc., on behalf of the Funds, will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions and “broker non-votes” as present for purposes of determining a quorum. “Broker non-votes” are shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter.
shareholder's instructions. If you hold your shares directly (not throughsign
a broker-dealer, bank or other financial institution), and if you return a signed proxy card that doesbut do not specify how you wish tofill in a vote, on a proposal, your shares will be voted “FOR” Proposal 1, Proposal 3 and Proposal 4, and “FOR”FOR each of
the nominees for Trustee in Proposal 2.
Broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on each Proposal1. If any other business properly comes
before the Meeting. A broker-dealer that is a member of the New York Stock Exchange and that has not received instructions from a customer or client prior to the date specified in the broker-dealer firm’s request for voting instructions may not vote such customer’s or client’s shares with respect to non-routine proposals, including Proposal 1, Proposal 3 and Proposal 4, but it may vote such customer’s or client’s shares with respect to Proposal 2.
If you hold shares of a Fund through a bank or other financial institution or intermediary (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund, the service agent may be the record holder of your shares. At the Meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by aannual shareholder that does not specify how the shareholder’s shares should be voted on a Proposal may be deemed to authorize a service provider to vote such shares in favor of the applicable Proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers.
In those cases, the service agent may, but may not be required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.”
If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of record by a service agent and you do not give specific voting instructions formeeting, your shares they may notwill be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer or service agent specific instructions as to how you want your shares to be voted.
The votes required for each proposal are as follows:
Proposal 1:
A “1940 Act Majority Vote”Trustee of the outstanding voting securities of a Fund means the affirmative vote of the lesser of (a) 67%each fund and has served in that
capacity continuously since originally elected or more of the voting securities of the Fund that are present at the Meeting or represented by proxy if
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Proposal 2:
Proposal 3:
Proposal 4:
Approval of each Proposal will occur only if a sufficient number of votes at the Meeting are cast “FOR” that proposal.
Abstentions and broker non-votes are not considered “votes cast” and, therefore, do not constitute a vote “FOR” Proposals. Any abstentions or broker non-votes would effectively be treated as votes “AGAINST” Proposal 1, Proposal 3 and Proposal 4 (except that, as described below under “Adjournments and Postponements,” they may under certain circumstances be voted for adjournment). Abstentions and broker non-votes will have no effect on the results of the voting on Proposal 2.
Adjournments and Postponements
If, by the time scheduled for the Meeting, a quorum of shareholdersMr. Taubes shall hold office
for a proposalthree-year term and until his or her successor is not presentelected and qualified.
Each nominee has consented to being named in personthis proxy statement and indicated
his or by proxy,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 those proxiesfor
such other person as shall be designated by the fund's Board of Trustees. The
persons named on the accompanying proxy card intend to vote at the meeting
(unless otherwise directed) for the election of Mr. Friedman, Ms. Graham and
Mr. Taubes as Trustees of each fund.
Trustee Class Designations and Terms of Office
Each fund's Agreement and Declaration of Trust provides that have been receiveda majority of the
Trustees shall fix the number of Trustees of the fund and that there shall be
at least one and no more than fifteen Trustees. Each fund currently has nine
Trustees.
The Agreement and Declaration of Trust for each fund provides that the Board of
Trustees shall consist of Trustees divided into three classes, each class to
adjourn the Meeting with respect to such proposal to a later date and the Meetingconsist, as nearly as may be held as adjourned without further notice. Inpossible, of one-third of the eventtotal number of
trustees constituting the entire Board of Trustees. Pursuant to each fund's
Agreement and Declaration of Trust, each fund's Board of Trustees is divided
into three staggered term classes -- Class I, Class II and Class III. The
Trustees of only one class are elected at each annual meeting so that a quorum is present but sufficient votesthe
regular term of only one class of Trustees will expire annually and any
particular Trustee stands for election only once in favoreach three-year period.
For each fund, each class of a proposal have not been received, the officer presidingTrustees will stand for election at the Meetingconclusion
of its respective three-year term. Such classification may propose one or more adjournments of the Meeting to permit further solicitation of proxies with respect to such proposal and the Meeting may be held as adjourned without further notice. Any such adjournment will require the affirmative voteprevent replacement
of a majority of the votes cast in person or by proxy on the motionTrustees for adjournment at the sessionup to a two-year period. Holders of the
Meeting to be adjourned. The persons named as proxies will vote those proxies which theyPreferred Shares of each fund that has Preferred Shares outstanding are
entitled to vote in favorelect two trustees of any such proposal, or that abstained, in favorfund.
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such an adjournment. They will vote those proxies requiredOffice
Currently, the designations and terms of office of each class of Trustees of
each fund are as follows:
Mr. Bock and Ms. Piret are designated as the Trustees to be
Pioneer Diversified High Income Trust
Class I Trustees - Mr. Friedman, Ms. Graham and Mr. Taubes. Terms expire at the upcoming 2017 annual meeting.
Each Trustee is nominated for election at the meeting.
Class II Trustees - Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2018.
Class III Trustees - Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire in 2019.
Pioneer Floating Rate Trust, Pioneer Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust
Class I Trustees - Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire in 2019.
Class II Trustees - Mr. Friedman, Ms. Graham and Mr. Taubes. Terms expire at the upcoming 2017 annual meeting.
Each Trustee is nominated for election at the meeting.
Class III Trustees - Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2018.
Pioneer High Income Trust
Class I Trustees - Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2018.
Class II Trustees - Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire in 2019.
Class III Trustees - Mr. Friedman, Ms. Graham and Mr. Taubes. Terms expire at the upcoming 2017 annual meeting.
Each Trustee is nominated for election at the meeting.
voted against any such proposal against any such adjournment. Unless a proxy is otherwise limited in this regard, any shares present and entitled to voteelected by the
holders of the Preferred Shares of each fund that has issued Preferred Shares.
As noted above, neither Mr. Bock's nor Ms. Piret's term expires at the Meeting thatupcoming
2017 annual meeting. Consequently, holders of Preferred Shares of Pioneer
Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust
are represented by broker-non votes, may, at the discretion of the proxies named therein, be voted in favor of such an adjournment. A shareholder vote may be taken on one or more of the proposals in the proxy statement prior to such adjournment if sufficient votes for its approval have been received. 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 for any Fund or Trust may be postponed prior to the Meeting. If the Meeting is postponed, the Fund or Trust will give notice of the postponement to shareholders.
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PROPOSAL 1 — TO APPROVE A NEW MANAGEMENT AGREEMENT WITH PIONEER INVESTMENT MANAGEMENT, INC.(To be voted on by shareholders of all Funds)
You arenot being asked to approvevote as a new management agreement (the “New Management Agreement”) between your Fundseparate class at the upcoming 2017 annual
meeting.
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its investment adviser, Pioneer Investment Management, Inc. (the “Adviser”). Under your Fund’s current management agreementTrustees
The following table sets forth for each nominee and Trustee, his or her
position(s) with each fund, age, address, principal occupation during at least
the Adviser (the “Current Management Agreement”),past five years and any other board memberships held during at least the
Adviser regularly providespast five years. Trustees who are interested persons of a fund within the
Fund with investment research, advice and supervision, and furnishes continuously an investment program for the Fund.
The Adviser is partmeaning of the U.S. asset management business of Pioneer Investments, a group of companies owned by Pioneer Global Asset Management S.p.A. (“PGAM”). PGAM is a wholly-owned subsidiary of UniCredit S.p.A. (“UniCredit”). UniCredit and PGAM have entered into a binding agreement to sell Pioneer Investments, including the Adviser, to Amundi. (the “Transaction”). The closing of the Transaction is expected to happen in 2017.
The Transaction will result in a change of control of the Adviser and therefore will constitute an “assignment” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”"1940 Act")) of your Fund’s Current Management Agreement. As required by the 1940 Act, the Current Management Agreement provides for its automatic termination in the event of an assignment. Accordingly, the Current Management Agreement will terminate upon the consummation of the Transaction. You, are
being askedreferred to approve the New Management Agreement to enable the Adviser to continue to manage your Fund after the Transaction is consummated. If shareholders approve the New Management Agreement prior to the consummation of the Transaction, it will be effective upon the consummation of the Transaction. In the event that the Transaction is not consummated, the Adviser will continue to serve as investment adviser of your Fund pursuant to the terms of the Current Management Agreement.
There will be no increase in management fees as a result of the New Management Agreement for your Fund. The Transaction is not expected to have a material adverse impact on the nature, extent, or quality of the services provided by the Adviser to your Fund, although there can be no assurances that the Adviser will not be affected by the Transaction.
The date of the Current Management Agreement for your Fund, the date on which the agreement was approved by your Fund’s shareholders and the contractual investment advisory fees payable to the Adviser as investment adviser to your Fund are set forth in Part II, Section 4, of this Joint Proxy Statement. Aggregate advisory fees paid to the Adviser by your Fund during the last fiscal year are set forth in Part II, Section 5, of this Joint Proxy Statement. The continuation of the Current Management Agreement was last approved by the Board on September 13, 2016.
Your Fund’s Adviser is part of the U.S. asset management business of Pioneer Investments. Pioneer Investments is a group of asset management companies located throughout the world that are owned by PGAM, a wholly-owned subsidiary of UniCredit. In the Transaction, UniCredit and PGAM will sell the Adviser and certain of the other companies in Pioneer Investments to Amundi, one of the world’s largest asset managers. Upon the completion of the Transaction, the Adviser will become an indirect wholly-owned subsidiary of Amundi and Amundi’s wholly-owned subsidiary, Amundi USA, Inc. Accordingly, consummation of the Transaction will result in a change of control of the Adviser.
Impact on the Adviser and Your Fund
The Transaction is not expected to have a material adverse impact on the nature, extent, or quality of the services provided by the Adviser to your Fund, although there can be no assurances that the Adviser will not be affected by the Transaction.
In particular, the Transaction is not expected to result in any material changes in the manner in which the Adviser provides investment management services to your Fund or the personnel providing services to your Fund. The Adviser will remain based in Boston, Massachusetts. The Adviser will continue to be able to draw upon the global research, investment management and other expertise and resources of Pioneer Investments’ non-U.S. asset management businesses located throughout the rest of the world following the consummation of the Transaction, and also will be able to draw upon the expertise and resources of Amundi, which is one of the world’s largest asset managers. No major changes to the Adviser’s executive management, investment management, risk management, administrative, marketing, sales, compliance, legal and other personnel are anticipated as a direct result of the Transaction. Similarly, no changes to your Fund’s portfolio managers are anticipated as a direct result of the Transaction.
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Information Concerning the Parties to the Transaction
The Adviser. The Adviser is located at 60 State Street, Boston, Massachusetts 02109. The Adviser is a wholly-owned subsidiary of PGAM. As of December 31, 2016, assets under management of the Adviser were approximately $68 billion. The Adviser’s U.S. mutual fund investment history includes creating in 1928 one of the first mutual funds. As of December 31, 2016, assets under management of Pioneer Investments’ U.S. and non-U.S. businesses were approximately $241 billion.
UniCredit and PGAM. The headquarters for UniCredit and PGAM are located at Piazza Gae Aulenti, Milan, Italy. UniCredit is one of the largest banking groups in Italy. PGAM is a wholly-owned subsidiary of UniCredit.
Amundi. Amundi’s headquarters are located at 91 Boulevard Pasteur, Paris, France. Amundi is one of the world’s largest asset managers. Amundi is controlled by Credit Agricole S.A., a French credit institution. Credit Agricole S.A. currently holds 74.16% of Amundi’s share capital, which will be decreased to 70% after completion of the rights offering to be launched by Amundi to finance a portion of the price of the Transaction. The remaining shares of Amundi are held by institutional and retail investors. As of December 31, 2016, Amundi had more than $1.1 trillion in assets under management worldwide.
Comparison of New Management Agreement with Current Management Agreement
The terms of the New Management Agreement are substantially similar to the terms of the Current Management Agreement, except for the dates of execution, effectiveness and termination. The stated management fees to be paid by your Fund are identical under the applicable Current Management Agreement and the New Management Agreement. The material terms of the New Management Agreement are discussed below. You should refer to the copy of the form of New Management Agreement in Part II, Section 13 (for open-end Funds), Part II, Section 14 (for closed-end Funds) or Part II, Section 15 (for Pioneer ILS Interval Fund) of this Joint Proxy Statement for the complete terms of the New Management Agreement.
Investment Management Services. Each of the Current Management Agreement and the New Management Agreement provides that, subject to the supervision of the Fund’s Board, the Adviser regularly provides the Fund with investment research, advice, management and supervision, and furnishes a continuous investment program for the Fund’s portfolio of securities and other investments consistent with the Fund’s investment objectives, policies and restrictions. The Adviser determines from time to time what securities and other investments will be purchased, retained or sold by the Fund and implements those decisions, all subject to the provisions of the Fund’s governing documents, the 1940 Act and any specific policies adopted by the Fund’s Board and disclosed to the Adviser.
Under each of the Current Management Agreement and the New Management Agreement, the Adviser is authorized to place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. Except as described in the Agreements, the Adviser will seek the best execution available in the selection of brokers and dealers and the placing of orders for the Fund. In assessing the best execution available for any transaction, the Adviser may consider factors it deems relevant, including the size and type of transaction, the nature and character of the markets for the security to be purchased or sold, the execution capabilities and financial condition of the broker or dealer, and the reasonableness of the commission or dealer spread, if any (whether for a specific transaction or on a continuing basis). Subject to applicable law, the Adviser may select brokers or dealers who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission or spread another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by that broker or dealer. This determination may be viewed either in terms of that particular transaction or the overall responsibilities that the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.
Each of the Current Management Agreement and the New Management Agreement provides that the Adviser will provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, and exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s portfolio securities, subject to such direction as the Board may provide, and will perform such other functions of investment management and supervision as may be directed by the Board.
Each of the Current Management Agreement and the New Management Agreement provides that the Adviser shall not be deemed to have assumed or have responsibility for any functions specifically assumed by any administrator, transfer
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agent, Fund accounting agent, custodian, shareholder servicing agent or other agent employed by the Trust or the Fund to perform such functions.
Fees. As noted above, the stated management fees to be paid by your Fund and the method of calculation are identical under the applicable Current Management Agreement and the New Management Agreement. The management fee schedule payable by your Fund under both the Current Management Agreement and the New Management Agreement is set forth in Part II, Section 4, of this Joint Proxy Statement.
For the open-end Funds and Pioneer ILS Interval Fund, each of the Current Management Agreement and the New Management Agreement provides that the fee paid by the Fund is to be paid based on the Fund’s average daily net assets. Each of the Current Management Agreement and the New Management Agreement for the open-end Funds states that, for purposes of the Agreement, the Fund’s “net assets” equal the value of the Fund’s securities plus any other assets minus its accrued operating expenses and other liabilities.
For the closed-end Funds, each of the Current Management Agreement and the New Management Agreement provides that the fee paid by the Fund is to be paid based on the Fund’s managed assets. Each of the Current Management Agreement and the New Management Agreement for the closed-end Funds states that, for purposes of the Agreement, “managed assets” means (a) the total assets of the Fund, including any form of investment leverage, minus (b) all accrued liabilities incurred in the normal course of operations, which shall not include any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, and/or (iii) any other means. Each of the Current Management Agreement and the New Management Agreement for the closed-end Funds states that the liquidation preference on any preferred shares is not a liability.
Payment of Expenses. Each of the Current Management Agreement and the New Management Agreement requires the Adviser to furnish all necessary services, facilities and personnel in connection with the performance of its services under the Agreement, and states that, except as specifically indicated therein, the Adviser is not responsible for any of the Fund’s ordinary or extraordinary expenses. Each of the Current Management Agreement and the New Management Agreement states that the Adviser will pay or reimburse the Fund for compensation paid to the Trustees who are affiliated persons of the Adviser and officers of the Fund as such, except as the Board may decide. Each of the Current Management Agreement and the New Management Agreement acknowledges that the Adviser may provide other services, such as administrative services, to the Fund pursuant to separate contracts approved by the Board and receive compensation for such services as specified in the contracts.
Investment Subadvisers. Each of the Current Management Agreement and the New Management Agreement authorizes the Adviser or the Fund to enter into contracts with investment subadvisers (including affiliates of the Adviser). The Adviser is not accountable to the Fund or shareholders for any loss or liability relating to specific investments selected by the subadviser. If the Adviser contracts with a subadviser, as permitted under each Management Agreement, the Adviser would pay the subadvisory fees, unless the Board agrees otherwise.
Potential Conflicts of Interest. Each of the Current Management Agreement and the New Management Agreement specifically provides that any of the personnel of the Adviser, even if serving the Fund as a Trustee, officer or employee, may engage in any other business or devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature. The Adviser may engage in any other business or render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association.
Each of the Current Management Agreement and the New Management Agreement also provides that if the purchase or sale of securities consistent with the investment policies of the Fund and one or more other accounts of the Adviser is considered at or about the same time, transactions in such securities must be allocated among the accounts in a manner deemed equitable by the Adviser. Such transactions may be combined, in accordance with applicable laws and regulations, consistent with the Adviser’s policies and procedures as presented to the Fund’s Board from time to time.
Limitation on Liability. Each of the Current Management Agreement and the New Management Agreement states that the Adviser assumes no responsibility other than to render the services called for by the agreement, in good faith, and that the Adviser will not be liable for any loss or other liability arising out of any investment or for any act or omission in the execution of securities or other transactions for the Fund. This limitation of liability applies to affiliates, partners, shareholders, directors, officers and employees of the Adviser and its affiliates who may perform services for the Fund
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contemplated by the Management Agreement. Neither of the Adviser nor any other such person is protected, however, from liability by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Management Agreement.
Term and Continuance.The Current Management Agreement has been in effect for an initial term and for successive one-year periods subject to such continuance being approved annually in the manner required by the 1940 Act. If approved by shareholders prior to the consummation of the Transaction, the Fund’s New Management Agreement will go into effect upon the consummation of the Transaction for an initial two-year period. Thereafter, if not terminated, the New Management Agreement will continue in effect from year to year if such continuance is specifically approved at least annually (a) by the Board, or (b) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance also is approved by a majority of theInterested Trustees. Trustees who are not interested persons of
a partyfund are referred to the New Management Agreement.
Termination.as Independent Trustees. Each of the Current Management Agreement and the New Management Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities of the Fund, upon not more than sixty (60) days’ and not less than thirty (30) days’ written notice to the Adviser, or by the Adviser upon not less than sixty (60) days’ written notice to the Fund. Each Management Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act).
Possible Interim Management Agreement
If the shareholders of your Fund do not approve the New Management Agreement and the Transaction is completed, an interim investment management agreement between the Adviser and your Fund (the “Interim Management Agreement”) will take effect upon the closing of the Transaction. The terms of the Interim Management Agreement are substantially identical to those of the Current Management Agreement, except for the term and escrow provisions described below. The Interim Management Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day period”) or when shareholders of your Fund approve the New Management Agreement. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by the Adviser under the Interim Management Agreement will be held in an interest-bearing escrow account. If shareholders of your Fund approve the New Management Agreement prior to the end of the 150-day period, the amount held in the escrow account under the Interim Management Agreement will be paid to the Adviser. If shareholders of your Fund do not approve the New Management Agreement prior to the end of the 150-day period, the Trustees of your Fund will consider what further action to take consistent with their fiduciary duties to the Fund, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Management Agreement or the total amount of the escrow account, plus interest earned. Thereafter, the Trustees of your Fund would either negotiate a new investment advisory agreement with an advisory organization selected by the Trustees or make other appropriate arrangements.
Board Evaluation of the New Management Agreement
The Board evaluated the Transaction and the New Management Agreement and Interim Management Agreement for each of the Funds. In connection with their evaluation of the Transaction and the New Management Agreement for each Fund, the Trustees requested such information as they deemed reasonably necessary, including: (a) the structure of the Transaction and the strategy underlying the Transaction; (b) the anticipated benefits of the Transaction to the Fund and its shareholders; (c) the post-Transaction plans for the Adviser, including Amundi’s plans for integration of Pioneer Investments and the Adviser with its existing asset management businesses and plans for the future development of the Adviser; (d) the effect of the Transaction on the ongoing services provided to the Fund, including the need to select a new independent registered public accounting firm for the Fund, and any plans to modify the operations of the Fund; (e) the stability and continuity of the Adviser’s management and key employees, including compensation and benefits to the Adviser’s key employees, and retention plans and incentive plan structure; (f) the post-Transaction indebtedness and financial resources of the Adviser; (g) Amundi’s legal and operational structure, its principal shareholders and senior management, its investment management, risk management, administrative, legal and compliance functions; (h) certain regulatory matters relating to Amundi’s affiliates; and (i) Amundi’s commitment to the United States, including the role of the Adviser in the larger Amundi business.
The Trustees also requested and obtained the following information in connection with their evaluation of the Transaction and the New Management Agreement for each Fund: (i) memoranda provided by Fund counsel that summarized the legal standards and other considerations that are relevant to the Trustees in their deliberations regarding the New Management Agreement; (ii) the qualifications of the investment management teams for the Fund, as well as the level of
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investment by the Fund’s portfolio managers in the Fund; (iii) the Fund’s management fees and total expense ratios, the financial statements of the Adviser and itspre- and post-Transaction parent companies, profitability analyses from the Adviser, and analyses from the Adviser as to possible economies of scale; (iv) the profitability of the institutional business of the Adviser and the Adviser’s affiliate, Pioneer Institutional Asset Management, Inc. (“PIAM”) as compared to that of the Adviser’s fund management business; and (v) the differences between the fees and expenses of the Fund and the fees and expenses of the Adviser’s and PIAM’s institutional accounts, as well as the different services provided by Adviser to the Fund and by the Adviser and PIAM to the institutional accounts. In addition, the Trustees considered the information provided at regularly scheduled meetings throughout the year regarding the Fund’s performance and risk attributes, including through meetings with investment management personnel, and took into account other information related to the Fund provided to the Trustees at regularly scheduled meetings. The Trustees also considered information they had received in their review of the continuance of the Current Management Agreement for each Fund in September 2016.
At meetings held on January 9, 2017 and January 10, 2017, the Trustees met with representatives of Amundi and PGAM, including separate meetings of the Trustees who are not “interested persons” of the Fund Complex (“Independent Trustees”) and counsel with representatives of Amundi and PGAM, and subsequently with representatives of Amundi. In those meetings, they received an extensive presentation from the representatives of Amundi, including the chief executive officer of Amundi, describing Amundi’s background and history, its global asset management activities, the growth of its business, and its status as the largest asset management firm in Europe and one of the largest globally; its capital structure and financial resources, including information as to the financing of the Transaction; its principal investors, including its majority investor Credit Agricole S.A., and Credit Agricole’s long-term commitment to the asset management business; the philosophy and strategy underlying the Transaction and the complementarity of Amundi’s and Pioneer Investments’ respective asset management businesses; Amundi’s various operating and investment committees and how they would likely interact with the Adviser; the proposed integration process, including the progress to date and the establishment of various integration work streams; Amundi’s plans for management of the Adviser; Amundi’s philosophy as to compensation of key employees and its general intentions with respect to incentive plans for key employees of the Adviser; Amundi’s preliminary plans to achieve cost and other synergies; and opportunities to further develop the business of the Adviser and PIAM, including in the area of institutional asset management, and how that would benefit shareholders of the Pioneer Funds.
In those meetings, the representatives of Amundi confirmed their intention that the Chief Executive Officer and Chief Investment Officer of the Adviser would remain in their current positions, and confirmed that they do not currently foresee major changes in theday-to-day investment management operations of the Adviser with respect to the Fundsserves as
a direct result of the Transaction. They discussed incentive arrangements for key personnel that would continue after the closing of the Transaction and their plans to establish a new long-term incentive plan following the closing. They also generally discussed ways in which the Adviser could potentially draw on the expanded global resources of Amundi post-Transaction. At those meetings, the Independent Trustees identified certain areas to which they requested further information, including as to trading and execution of securities transactions, research and portfolio management and potential changes in investment process, particularly where asset classes managed by the Adviser would overlap with asset classes managed by Amundi, the continued availability of resources currently at Pioneer Investments or elsewhere within Amundi to assist in management of certain Funds, and any anticipated significant changes in operations. The Independent Trustees considered the uncertainty as to whether the Fund’s independent registered public accounting firm could continue to act in that capacity after the closing of the Transaction. The Independent Trustees also met with counsel to review the information they had received to date and to discuss next steps.
Subsequently, the Trustees received further information from Amundi, including written responses to questions raised by the Independent Trustees, and received from the Adviser the information requested of it. The Independent Trustees reviewed the information provided with counsel at telephonic meetings held on February 16, 2017 and February 27, 2017. The Trustees held a specialin-person Board meeting on March6-7, 2017 for further consideration of the New Management Agreements, the Interim Management Agreements and the Transaction. The Trustees met again with senior executives of Amundi at the March6-7, 2017 meeting.
At the March6-7, 2017 meeting, based on their evaluation of the information provided by the Adviser and Amundi, the Trustees including the Independent Trustees voting separately, approved the New Management Agreement and the Interim Management Agreement for your Fund. In considering the New Management Agreement for your Fund, the Trustees considered various factors that they determined were relevant, including the factors described below. The Trustees did not identify any single factor as the controlling factor in their determinations. The Trustees considered the same factors with respect to the Interim Management Agreement for your Fund.
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Nature, Extent and Quality of Services.The Trustees considered the nature, extent and quality of the services that had been provided by the Adviser to the Fund and that are expected to be provided by the Adviser to the Fund following the consummation of the Transaction. The Trustees reviewed the terms of the New Management Agreement, and noted that such terms are substantially similar to the terms of the Current Management Agreement, except for different execution dates, effective dates and termination dates, and certain additional provisions as described in this Proxy Statement. The Trustees reviewed the Adviser’s investment approach for the Fund and its research process. The Trustees considered the resources of the Adviser and the personnel of the Adviser who provide investment management services to the Fund. They also reviewed the amount ofnon-investment resources and personnel of the Adviser that are involved in the Adviser’s services to the Fund, including the Adviser’s compliance and legal resources and personnel. The Trustees noted the substantial attention and high priority given by the Adviser’s senior management to the Pioneer Fund complex.
The Trustees considered that the Adviser supervises and monitors the performance of the Fund’s service providers and provides the Fund with personnel (including Fund officers) and other resources that are necessary for the Fund’s business management and operations and that the Adviser would continue to provide those investment management and research services and resources to the Fund following the consummation of the Transaction. The Trustees also considered that, as administrator, the Adviser would continue to be responsible for the administration of the Fund’s business and other affairs. The Trustees considered the fees to be paid to the Adviser for the provision of administration services.
The Trustees considered that Deloitte & Touche LLP has informed the Board that it will no longer be independent with respect to the Fund upon the completion of the Transaction and, accordingly, that it will be necessary for the Board to engage a new independent registered public accounting firm for the Fund.
The Trustees considered that the Transaction is not expected to have a material adverse impact on the nature, scope and overall quality of services provided to the Fund and its shareholders, including investment management, risk management, administrative, compliance, legal and other services, as a result of the Transaction.
In that regard, the Trustees considered that Amundi is one of the largest asset managers globally, and that the Adviser may have access to additional research and portfolio management capabilities as a result of the Transaction and that the Adviser, as part of Amundi, is expected to have an enhanced global presence that may contribute to an increase in the overall scale and resources of the Adviser. Furthermore, in considering whether the Transaction would be expected to have a material adverse impact on the nature, scope and overall quality of services provided to the Fund and its shareholders, the Trustees considered the statements by representatives of Amundi that they expect the Chief Executive Officer and Chief Investment Officer of the Adviser to remain in their current positions and that they do not currently foresee major changes in theday-to-day investment management operations of the Adviser as a direct result of the Transaction, or the risk management, legal or compliance services provided by the Adviser, with respect to the Fund. They further considered the current incentive arrangements for key personnel of the Adviser that would continue after the closing of the Transaction. They also noted Amundi’s stated intention to establish a new long-term incentive plan following the closing.
The Trustees also took into account their experience in evaluating the proposed combination of Pioneer Investments and Santander Asset Management, which was announced in September, 2014 and abandoned in July, 2016. In light of, among other things, this experience, the Trustees determined that they were not able to identify any realistic alternatives to approving the New Management Agreement that would provide the level of services to the Fund and its shareholders that are expected to be provided by the Adviser after the closing of the Transaction.
Based on these considerations, the Trustees concluded that the nature, extent and quality of services that the Adviser would continue to provide to the Fund under the New Management Agreement would be satisfactory and consistent with the terms of the New Management Agreement.
Performance of the Fund.In considering the Fund’s performance, the Trustees regularly reviewed and discussed throughout the year data prepared by the Adviser and information comparing the Fund’s performance with the performance of its peer group of funds, as classified by each of Morningstar, Inc. (Morningstar) and Lipper, and the performance of the Fund’s benchmark index. They also discussed the Fund’s performance with the Adviser on a regular basis.
For the following Funds, the Trustees discussed the Fund’s performance with the Adviser on a more frequent basis in light of the Fund’s unfavorable performance compared to its benchmark index and peers over certain periods. For Pioneer Core Equity Fund, the Trustees noted the Adviser’s explanation for the Fund’s relative performance and the steps taken by the Adviser to address the Fund’s performance, including enhancing the investment process used for the Fund. It also was noted that Craig Sterling, a Senior Vice President and Head of Equity Research, U.S., became a portfolio manager of the
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Fund in May, 2015. For Pioneer Disciplined Value Fund, the Trustees noted the Adviser’s explanation for the Fund’s relative performance and the steps taken by the Adviser to address the Fund’s performance, including enhancing the investment process used for the Fund. It also was noted that Craig Sterling, a Senior Vice President and Head of Equity Research, U.S., became a portfolio manager of the Fund in May, 2015. For Pioneer Emerging Markets Fund, the Trustees noted the Adviser’s explanation for the Fund’s relative performance and the steps taken by the Adviser to address the Fund’s performance, including increasing the diversification of the Fund’s portfolio, investing in larger capitalization companies and reducing the Fund’s tracking error relative to its benchmark. It also was noted that the Fund’s recent performance was improved relative to its peer group. For Pioneer Flexible Opportunities Fund, the Trustees noted the Adviser’s explanation for the Fund’s relative performance and the steps taken by the Adviser to address the Fund’s performance. For Pioneer Global High Yield Fund, the Trustees noted the Adviser’s explanation for the Fund’s relative performance, including the extent to which its peer group of funds are invested in U.S. high yield securities. The Trustees also noted the steps taken by the Adviser to address the Fund’s performance, including enhancing the investment process used for the Fund. For Pioneer High Income Trust, the Trustees noted the Adviser’s explanation for the Fund’s relative performance and the steps taken by the Adviser to address the Fund’s performance. It was noted that the Trust’s recent performance was improved relative to its peer group and benchmark index.
The Trustees’ regular reviews and discussions, including, if applicable, the steps taken by the Adviser to address the Fund’s performance, were factored into the Trustees’ deliberations concerning the approval of the New Management Agreement.
Management Fee and Expenses.The Trustees noted that the stated management fees to be paid by your Fund are identical under the Current Management Agreement and the New Management Agreement. The Trustees considered information showing the fees and expenses of the Fund in comparison to the management fees and expense ratios of its peer group of funds as classified by Morningstar and also to the expense ratios of a peer group of funds selected on the basis of criteria determined by the Independent Trustees for this purpose using data provided by Strategic Insight Mutual Trust Research and Consulting, LLC (Strategic Insight), an independent third party. In all quintile rankings referred to below, first quintile is most favorable to the Fund’s shareowners. To the extent applicable, the Trustees also considered the impact of transfer agency,sub-transfer agency, and othernon-management fee expenses on the expense ratios of the Fund. The Trustees noted that they separately review the Fund’s transfer agency,sub-transfer agency and intermediary arrangements and that the results of the most recent such review were considered in the consideration of the Fund’s expense ratio.
Pioneer Bond Fund:The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the second quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the third quintile relative to its Morningstar category and in the third quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class Y shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the fourth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.
Pioneer Emerging Markets Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the fourth quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees considered that the Fund’s management fee was approximately four basis points higher than the median management fee paid by other funds in its Morningstar category. The Trustees also considered the breakpoint in the management fee schedule and the reduced fee rate above a certain asset level. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the fifth quintile relative to its Morningstar category and in the fifth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally.
Pioneer Equity Income Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the second quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoint in the management fee schedule and the reduced fee rate above a
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certain asset level. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the second quintile relative to its Morningstar category and in the second quintile relative to its Strategic Insight peer group, in each case for the comparable period.
Pioneer Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the first quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees noted the impact of the Fund’s performance on the management fee paid by the Fund. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the second quintile relative to its Morningstar category and in the second quintile relative to its Strategic Insight peer group, in each case for the comparable period.
Pioneer High Yield Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the fifth quintile relative to its Morningstar category and in the fifth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally.
Pioneer Solutions - Balanced Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the third quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.The Trustees noted the Fund’s relatively small asset size compared to most of the other funds in its peer groups. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally. The Trustees considered thatnon-management fee operating expenses generally are spread over a smaller asset base than the other funds in the peer group, which results in these fees being significantly higher as a percentage of assets. The Trustees also considered information showing significant expense reimbursements by the sponsors of the other funds in the peer groups.
Pioneer Solutions - Conservative Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the second quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the fourth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.The Trustees noted the Fund’s relatively small asset size compared to most of the other funds in its peer groups. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally. The Trustees considered thatnon-management fee operating expenses generally are spread over a smaller asset base than the other funds in the peer group, which results in these fees being significantly higher as a percentage of assets. The Trustees also considered information showing significant expense reimbursements by the sponsors of the other funds in the peer groups.
Pioneer Solutions - Growth Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the fifth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.The Trustees noted the Fund’s relatively small asset size compared to most of the other funds in its peer groups. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally. The Trustees considered thatnon-management fee operating expenses generally are spread over a smaller asset base than the other funds in the peer
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group, which results in these fees being significantly higher as a percentage of assets. The Trustees also considered information showing significant expense reimbursements by the sponsors of the other funds in the peer groups.
Pioneer Mid Cap Value Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the first quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees noted the impact of the Fund’s performance on the management fee paid by the Fund. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the first quintile relative to its Morningstar category and in the first quintile relative to its Strategic Insight peer group, in each case for the comparable period.
Pioneer U.S. Government Money Market Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the fourth quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees considered that the Fund’s management fee was approximately four basis points higher than the median management fee paid by other funds in its Morningstar category. The Trustees also considered the breakpoint in the management fee schedule and the reduced fee rate above a certain asset level. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the first quintile relative to its Morningstar category and in the first quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser was waiving fees and/or reimbursing expenses in order to limit the ordinary operating expenses of the Fund and maintain a positive yield.
Pioneer Real Estate Shares: In considering the Fund’s management fee and expense ratio, the Trustees also considered that the Adviser, not the Fund, paid thesub-adviser pursuant to thesub-advisory agreement. The Trustees evaluated both the fee under thesub-advisory agreement and the portion of the fee under the investment advisory agreement retained by the Adviser. The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoint in the management fee schedule and the reduced fee rate above a certain asset level. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the third quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally. The Trustees also considered information showing significant expense reimbursements by the sponsors of the other funds in the peer groups. The Trustees reviewed management fees charged by thesub-adviser to its other clients. The Trustees noted that thesub-advisory fees paid to thesub-adviser with respect to the Fund were within the range of the fee rates charged by thesub-adviser to its other clients.
PioneerAMT-Free Municipal Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the fourth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class A shares was approximately one basis point higher than the median expense ratio of its Morningstar category, and approximately one basis point higher than the median expense ratio paid by other funds in its Strategic Insight peer group. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally.
Pioneer Select Mid Cap Growth Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the first quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the first quintile relative to its Morningstar category and in the first quintile relative to its Strategic Insight peer group, in each case for the comparable period.
Pioneer Disciplined Value Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above
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certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the fourth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally.
Pioneer Classic Balanced Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the third quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally.
Pioneer Multi-Asset Income Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the first quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoint in the management fee schedule and the reduced fee rate above a certain asset level. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the first quintile relative to its Morningstar category and in the first quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.
Pioneer Global Equity Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the second quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the third quintile relative to its Morningstar category and in the second quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.
Pioneer High Income Municipal Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the third quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees considered that the Fund’s expense ratio was less than one basis point higher than the median expense ratio paid by other funds in its Morningstar category. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally.
Pioneer Floating Rate Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the second quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoint in the management fee schedule and the reduced fee rate above a certain asset level. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the second quintile relative to its Morningstar category and in the second quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class Y shares as of September 30, 2016 was in the second quintile relative to its Morningstar category and in the second quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally.
Pioneer Flexible Opportunities Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the first quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees noted that although assets invested by the Fund in the Subsidiary are excluded from the calculation of the Fund’s management fee, the Fund indirectly pays a management fee with respect to assets invested in the
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Subsidiary because the Subsidiary pays a management fee pursuant to the Subsidiary Management Agreement. The Trustees noted that the Subsidiary pays the Adviser a management fee at the same rate that the Fund pays the Adviser. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the second quintile relative to its Morningstar category and in the second quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class Y shares as of September 30, 2016 was in the first quintile relative to its Morningstar category and in the first quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.
Pioneer Global High Yield Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the fourth quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees considered that the Fund’s management fee was approximately four basis points higher than the median management fee paid by other funds in its Morningstar category. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the fifth quintile relative to its Morningstar category and in the fourth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class A shares was approximately two basis points higher than the median expense ratio paid by other funds in its Strategic Insight peer group. The Trustees considered that the expense ratio of the Fund’s Class Y shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the third quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally.
Pioneer Global Multisector Income Fund:The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the second quintile relative to its Morningstar category and in the second quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.
Pioneer International Equity Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoint in the management fee schedule and the reduced fee rate above a certain asset level. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the fourth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class Y shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the fourth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund. The Trustees noted the Fund’s relatively small asset size compared to most of the other funds in its peer groups. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally. The Trustees considered that suchnon-management fee operating expenses generally are spread over a smaller asset base than the other funds in the peer group, which results in these fees being significantly higher as a percentage of assets.
Pioneer Dynamic Credit Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoint in the management fee schedule and the reduced fee rate above a certain asset level. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the third quintile relative to its Morningstar category and in the fourth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class Y shares as of September 30, 2016 was in the third quintile relative to its Morningstar category and in the third quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.
Pioneer Fundamental Growth Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the second quintile relative to the management fees paid by other funds in its Morningstar category for the
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comparable period. The Trustees also considered the breakpoint in the management fee schedule and the reduced fee rate above a certain asset level. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the second quintile relative to its Morningstar category and in the fourth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class Y shares as of September 30, 2016 was in the third quintile relative to its Morningstar category and in the third quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.
Pioneer Multi-Asset Ultrashort Income Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoint in the management fee schedule and the reduced fee rate above a certain asset level. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the second quintile relative to its Morningstar category and in the fourth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class Y shares as of September 30, 2016 was in the fifth quintile relative to its Morningstar category and in the fifth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally. The Trustees also considered information showing significant expense reimbursements by the sponsors of the other funds in the peer groups.
Pioneer Core Equity Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the first quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the first quintile relative to its Morningstar category and in the first quintile relative to its Strategic Insight peer group, in each case for the comparable period.
Pioneer Disciplined Growth Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the second quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the second quintile relative to its Morningstar category and in the second quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally.
Pioneer Short Term Income Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the first quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoint in the management fee schedule and the reduced fee rate above a certain asset level. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the third quintile relative to its Morningstar category and in the third quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class Y shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the fifth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer andsub-transfer agency expenses generally.
Pioneer Strategic Income Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the second quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above a certain asset level. The Trustees considered that the expense ratio of the Fund’s Class A shares as of September 30, 2016 was in the third quintile relative to its Morningstar category and in the third quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees considered that the expense ratio of the Fund’s Class Y shares as of September 30, 2016 was in the third quintile relative to its Morningstar category and in the fourth quintile relative to its Strategic Insight peer group, in each case for the comparable period.
Pioneer U.S. Corporate High Yield Fund: The Fund noted that comparative information as of September 30, 2016 was not available for this Fund as the Fund commenced operations on January 1, 2017. In initially approving the Fund’s management fee, the Trustees considered that the Fund’s management fee would fall approximately in the third quintile relative to the management fees paid by funds in the Morningstar High Yield category. The Trustees noted that the Adviser
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had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund. The Trustees considered that, taking into account proposed contractual expense limitation arrangements, the expense ratio for the Fund’s Class A shares would fall approximately in the third quintile relative to funds in the Morningstar High Yield category. The Trustees considered that, taking into account proposed contractual expense limitation arrangements, the expense ratio for the Fund’s Class Y shares would fall approximately in the third quintile relative to funds in the Morningstar High Yield category.
Pioneer ILS Interval Fund: The Trustees considered that the Fund’s management fee as of September 30, 2016 was in the fifth quintile relative to the management fees paid by other funds in its Strategic Insight peer group for the comparable period. The Trustees considered that the expense ratio of the Fund as of September 30, 2016 was in the fifth quintile relative to its Strategic Insight peer group for the comparable period. The Trustees noted the investment management expertise and resources required to implement the Fund’s complex investment strategy. The Trustees also considered that the Fund did not have a clear cut peer group. The Trustees also noted the Fund’s relatively small asset size compared to most of the other funds in its peer groups. The Trustees noted that the Adviser had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund.
Pioneer Diversified High Income Trust: The Trustees considered that the Fund’s management fee (based on managed assets) as of September 30, 2016 was in the second quintile relative to the management fees paid by other funds in its Strategic Insight peer group for the comparable period. The Trustees considered that the expense ratio (based on managed assets) of the Fund’s common shares as of September 30, 2016 was in the second quintile relative to its Strategic Insight peer group for the comparable period.
Pioneer Floating Rate Trust: The Trustees considered that the Fund’s management fee (based on managed assets) as of September 30, 2016 was in the first quintile relative to the management fees paid by other funds in its Strategic Insight peer group for the comparable period. The Trustees considered that the expense ratio (based on managed assets) of the Fund’s common shares as of September 30, 2016 was in the first quintile relative to its Strategic Insight peer group for the comparable period.
Pioneer High Income Trust: The Trustees considered that the Fund’s management fee (based on managed assets) as of September 30, 2016 was in the first quintile relative to the management fees paid by other funds in its Strategic Insight peer group for the comparable period. The Trustees considered that the expense ratio (based on managed assets) of the Fund’s common shares as of September 30, 2016 was in the first quintile relative to its Strategic Insight peer group for the comparable period.
Pioneer Municipal High Income Advantage Trust: The Trustees considered that the Fund’s management fee (based on managed assets) as of September 30, 2016 was in the fourth quintile relative to the management fees paid by other funds in its Strategic Insight peer group for the comparable period. The Trustees considered that the Fund’s management fee was approximately five basis points higher than the median management fee paid by other funds in its Morningstar category. The Trustees considered that the expense ratio (based on managed assets) of the Fund’s common shares as of September 30, 2016 was in the third quintile relative to its Strategic Insight peer group for the comparable period.
Pioneer Municipal High Income Trust: The Trustees considered that the Fund’s management fee (based on managed assets) as of September 30, 2016 was in the fourth quintile relative to the management fees paid by other funds in its Strategic Insight peer group for the comparable period. The Trustees considered that the Fund’s management fee was approximately five basis points higher than the median management fee paid by other funds in its Morningstar category. The Trustees considered that the expense ratio (based on managed assets) of the Fund’s common shares as of September 30, 2016 was in the third quintile relative to its Strategic Insight peer group for the comparable period.
The Trustees reviewed management fees charged by the Adviser and PIAM to institutional and other clients, including publicly offered European funds sponsored by the Adviser’s affiliates, unaffiliated U.S. registered investment companies (in asub-advisory capacity), and unaffiliated foreign and domestic separate accounts. The Trustees also considered the Adviser’s costs in providing services to the Fund and the Adviser’s and PIAM’s costs in providing services to the other clients and considered the differences in management fees and profit margins for fund andnon-fund services. In evaluating the fees associated with the Adviser’s and PIAM’s client accounts, the Trustees took into account the respective demands, resources and complexity associated with the Funds and other client accounts. The Trustees noted that in some instances the fee rates for those clients were lower than the management fee for the Fund and considered that, under both the Current Management Agreement and the New Management Agreement, the Adviser would perform additional services for the Fund that it does not
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provide to those other clients or services that are broader in scope, including oversight of the Fund’s other service providers and activities related to compliance and the extensive regulatory and tax regimes to which the Fund is subject. The Trustees also considered the different risks associated with the Adviser’s management of the Fund and the Adviser’s and PIAM’s management of the other client accounts.
The Trustees concluded that the management fee payable by the Fund to the Adviser was reasonable in relation to the nature and quality of the services to be provided by the Adviser. With respect to Pioneer Real Estate Shares, the Trustees concluded that the management fee payable by the Fund to the Adviser, as well as the fees payable by the Adviser to thesub-adviser, were reasonable in relation to the nature and quality of the services to be provided by the Adviser and thesub-adviser to the Fund.
Profitability.The Trustees considered information provided by the Adviser regarding the profitability of the Adviser with respect to the advisory services provided by the Adviser to the Fund, including the methodology used by the Adviser in allocating certain of its costs to the management of the Fund. The Trustees also considered the Adviser’s profit margin in connection with the overall operation of the Fund. They further reviewed the financial results, including the profit margins, realized by the Adviser and PIAM fromnon-fund businesses. The Trustees considered the Adviser’s profit margins with respect to the Fund in comparison to the limited industry data available and noted that the profitability of any adviser was affected by numerous factors, including its organizational structure and method for allocating expenses. The Trustees concluded that the Adviser’s profitability with respect to the management of the Fund was not unreasonable.
Economies of Scale.The Trustees considered the Adviser’s views relating to economies of scale in connection with the Pioneer Funds as fund assets grow and the extent to which any such economies of scale are shared with the Fund and Fund shareholders. The Trustees recognize that economies of scale are difficult to identify and quantify, and that, among other factors that may be relevant, are the following: fee levels, expense subsidization, investment by the Adviser in research and analytical capabilities and the Adviser’s commitment and resource allocation to the Fund. The Trustees noted that profitability also may be an indicator of the availability of any economies of scale, although profitability may vary for other reasons including due to reductions in expenses. The Trustees concluded that economies of scale, if any, were being appropriately shared with the Fund.
Other Benefits.The Trustees considered the other benefits that the Adviser enjoys from its relationship with the Fund. The Trustees considered the character and amount of fees paid or to be paid by the Fund, other than under the Current Management Agreement or the New Management Agreement, for services provided by the Adviser and its affiliates. The Trustees further considered the revenues and profitability of the Adviser’s businesses other than the Fund business. To the extent applicable, the Trustees also considered the benefits to the Fund and to the Adviser and its affiliates from the use of “soft” commission dollars generated by the Fund to pay for research and brokerage services.
The Trustees considered that following the completion of the Transaction, the Adviser will be the principal U.S. asset management business of Amundi, and that Amundi’s worldwide asset management business will manage over $1.38 trillion in assets (including the Pioneer Funds). This may create opportunities for the Adviser, PIAM and Amundi that derive from the Adviser’s relationships with the Fund, including Amundi’s ability to market the services of the Adviser globally. The Trustees noted that the Adviser may have access to additional research capabilities as a result of the Transaction and Amundi’s enhanced global presence that may contribute to an increase of the overall scale of the Adviser. The Trustees considered that the Adviser and the Fund are expected to receive reciprocal intangible benefits from the relationship, including mutual brand recognition and, for the Fund, direct and indirect access to the resources of a large global asset manager. The Trustees concluded that any such benefits received by the Adviser as a result of its relationship with the Fund were reasonable.
Conclusion.After consideration of the factors described above as well as other factors, the Trustees, including the Independent Trustees, concluded that the New Management Agreement and the Interim Management Agreement for your Fund, including the fees payable thereunder, were fair and reasonable and voted to approve the New Management Agreement and the Interim Management Agreement, and to recommend that shareholders approve the New Management Agreement.
Section 15(f) of the 1940 Act permits, in the context of a change in control of an investment adviser to a registered investment company, the receipt by such investment adviser (or any of its affiliated persons) of any amount or benefit in connection with such sale, as long as two conditions are satisfied. First, during the three-year period immediately following the sale of such interest, at least 75% of the investment company’s board of trustees must not be “interested persons” of
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the investment adviser within the meaning of the 1940 Act. Each Fund’s Board currently satisfies this condition and the election of additional trustees, as proposed in Proposal 2, is not necessary to comply with this condition. Second, there may not be imposed an “unfair burden” on the investment company as a result of the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).
The Board of Trustees has not been advised by the Adviser of any circumstances arising from the Transaction that might result in the imposition of an “unfair burden” being imposed on the Fund. Moreover, Amundi has advised the Board of Trustees that it will not take, nor cause its affiliates to take, any action that would have the effect of causing the conditions of Section 15(f) not to be met with respect to the Transaction.
Director and Principal Executive Officer of the Adviser
The name and principal occupation of the director and principal executive officer of the Adviser are as set forth below.
Lisa M. Jones
President, Chief Executive
Officer and Director
Chair, Director, CEO and President of Pioneer Investment Management USA Inc. (“PIM-USA”) (since September 2014); Chair, Director and CEO of the Adviser (since September 2014); Chair, Director and CEO of Pioneer Funds Distributor, Inc. (since September 2014); Chair, Director, CEO and President of PIAM (since September 2014); Trustee of Pioneer closed-end Funds (since September 2014); and Chair, Director, CEO and President of Pioneer Investment Management Shareholder Services, Inc. (September 2014–2015); President of all of the Pioneer Funds (since September 2014)
The principal address of Ms. Jones as it relates to her duties at the Adviser is the same as that of the Adviser. No Trustee of the Funds, except for Ms. Jones and Kenneth J. Taubes, is a director, officer or employee of the Adviser.
Pioneer Funds Distributor, Inc. (“PFD”) serves as principal underwriter for the open-end Funds and Pioneer ILS Interval Fund. PFD is located at 60 State Street, Boston, Massachusetts 02109. PFD is currently a wholly-owned subsidiary of UniCredit and PGAM. If the Transaction is completed, PFD will become a wholly-owned subsidiary of Amundi, and will continue to act as the principal underwriter for the open-end Funds and Pioneer ILS Interval Fund pursuant to a new agreement with the Funds.
The Adviser also has entered into an administration agreement with each Fund, pursuant to which certain accounting, administration and legal services are performed by the Adviser. Prior to November 2, 2015, Pioneer Investment Management Shareholder Services, Inc., 60 State Street, Boston, Massachusetts 02109, acted as shareholder servicing and transfer agent for the Funds.
The tables set forth in Part II, Section 5, of this Joint Proxy Statement show amounts paid to the Adviser and to affiliates of the Adviser during the most recent fiscal year by each Fund for the services noted therein. There were no other material payments by any Fund to the Adviser or any of its affiliates during that period. No other person served as manager to any Fund during that period.
The Adviser provides investment management services to other funds that may have investment objectives and policies similar to those of certain of the Funds. The table set forth in Part II, Section 6, of this Joint Proxy Statement lists such other funds advised by the Adviser, the net assets of those funds and the management fees payable by each Fund to the Adviser as a percentage of its average daily net assets.
To become effective with respect to your Fund, the New Management Agreement must be approved by a “1940 Act Majority Vote” of the outstanding voting securities of the Fund, as such term is defined above in “Vote Required and Manner of Voting Proxies.”
Your Board recommends that you vote “FOR” this proposal.
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PROPOSAL 2 — TO ELECT TRUSTEES
(To be voted on by shareholders of open-end Pioneer Funds and Pioneer ILS Interval Fund)
The purpose of this Proposal 2 is to elect a Board for your Fund. You are being asked to vote for the election of Trustees for your Fund. It is intended that the enclosed proxy card will be voted for all nominees (the “Nominees”) listed below unless a proxy contains specific instructions to the contrary. The Nominees’ terms of office will commence upon election by the shareholders. Each Trustee will be elected to hold office until his or her successor is elected or until his or her earlier death, retirement or removal. Currently, except as noted below, all Nominees serve on all of the Boards that oversee the Pioneer Funds. If all Nominees for each Board are elected, all Nominees will serve as Trustees of all of the Funds.
Each current Board has determined that the number of Trustees shall be fixed at the number of Trustees elected in accordance with this Joint Proxy Statement.
Each Nominee has consented to serve on the applicable Board if elected by the shareholders. If, however, before the election, any Nominee refuses or is unable to serve, proxies may be voted for a replacement Nominee, if any, designated by members of the applicable Board.
Nominees must be elected by a plurality. Being elected by a plurality means receiving the greater number of votes cast at a meeting at which a quorum is present. Since the number of Nominees equals the number of Trustees to be elected, a Nominee receiving any votes will be elected.
Reasons for Proposal to Elect Board Members
Shareholders of each open-end Fund and Pioneer ILS Interval Fund are being asked to elect two new Trustees to the Fund’s Board. Lisa M. Jones is not currently a Trustee of the open-end Funds or Pioneer ILS Interval Fund, but has served as the President of each of the Funds since 201446 U.S. registered investment portfolios for which
Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer") serves as investment
adviser (the "Pioneer Funds"). The address for all Trustees and has served as a Trustee of the closed-end Funds (other than Pioneer ILS Interval Fund) since 2014. Lorraine H. Monchak also is not currently a Trustee of the open-end Funds or Pioneer ILS Interval Fund, but has served as a non-voting, advisory Trustee of the Funds since 2014 and has served as a Trustee of the closed-end Funds (other than Pioneer ILS Interval Fund) since 2015.
Shareholdersall officers of
each open-end Fund and Pioneer ILS Interval Fund also are being asked to elect the incumbent Trustees of the Fund in order to provide each Board maximum flexibility to fill future vacancies on the Board or to add to the Board without further proxy solicitations. The 1940 Act generally requires trustees of registered investment companies to be elected by shareholders. However, the 1940 Act permits a vacancy to be filled without shareholder approval provided that, immediately after filling the vacancy, at least two-thirds of the trustees holding office have been elected by shareholders. The 1940 Act requires a fund to hold a meeting of shareholders to fill any vacancies on the Board if at any time less than a majority of the trustees holding office have been elected by shareholders. Two of the incumbent Trustees, Mr. Ricciardi and Mr. Taubes, have become Trustees of the Funds without a shareholder vote.
The Nominees, their ages, their principal occupations during at least the past five years (their titles may have varied during that period), the number of funds in the Pioneer Fund complex (the “Fund Complex”) the Nominees will oversee if elected, and any other board memberships they have held during at least the past five years are set forth in the table below. The mailing address of each Nominee is 60 State Street, Boston, Massachusetts 02109.
Each Nominee was recommended for nomination by the Nominating Committee of the Boards and by the Independent Trustees. Each of the Nominees other than Lisa M. Jones and Kenneth J. Taubes is or will be considered an “Independent Trustee.” Each of Ms. Jones and Mr. Taubes is or will be an “interested person” under the 1940 Act by virtue of their position(s) with the Funds’ investment adviser and certain of its affiliates, as described in the table below. If elected, Mr. Perna will continue to serve as Chairman of the Board and Trustee and Ms. Jones will continue to serve as President, and will serve as Trustee, of each Fund.
22
Position Held Term of Office and Other Directorships With the Fund | Length of Service | Principal Occupation | by Trustee | |||||||||
|
------------- --------------------------- --------------------------- ---------------------------
| ||||||||||||
Trustees and Nominees: Thomas J. Perna (66) Pioneer Diversified High Private investor (2004 - Director, Broadridge
Chairman of the Board and
| ||||||||||||
Pioneer Municipal High Income Trust: Class III Trustee since 2006. Term expires in 2018. Pioneer Municipal High Income Advantage Trust: Class III Trustee since 2006. Term expires in 2018. | ||||||||||||
| (73) Pioneer Diversified High Managing Partner, Federal | Director of New York
Trustee Income Trust: Class III City Capital Advisors Mortgage Trust |
Income Trust: Class I Executive Vice President Trustee since 2005. Term and Chief Financial expires in 2019. Elected by Officer, Pedestal Inc. Preferred Shares only. (internet-based mortgage trading company) (2000 - Pioneer Municipal High 2002); Private Consultant Income Advantage Trust: (1995 - 1997); Managing Class I Trustee since 2005. Director, Lehman Brothers Term expires in 2019. (1992 - 1995); Executive, Elected by Preferred Shares The World Bank (1979 - 1992) only. |
| Pioneer Diversified High William Joseph Maier Trustee, Mellon
Trustee Income Trust: Class I Professor of Political Institutional Funds
Trustee since 2008. Term Economy, Harvard University |
since 2008. Term expires in 2017. Pioneer High Income Trust: Class III Trustee since 2008. Term expires in 2017. Pioneer Municipal High Income Trust: Class II Trustee since 2008. Term expires in 2017. Pioneer Municipal High Income Advantage Trust: Class II Trustee since 2008. Term expires in 2017. |
| (70) Pioneer Diversified High Founding Director, |
23
Position Held Term of Office and Other Directorships With the Fund | Length of Service | Principal Occupation | by Trustee | |||||||
------------- --------------------------- --------------------------- ---------------------------
| (61) Pioneer Diversified High Chief Investment Officer, None
Trustee Income Trust: Class III 1199 SEIU Funds (healthcare
Trustee since 2015. Term workers union pension
expires in 2019. funds) | |||||||||
| (69) Pioneer Diversified High President and Chief | Director of New America
Trustee Income Trust: Class II Executive Officer, Newbury High Income Fund, Inc.
Trustee since 2007. Term Piret Company (investment (closed-end investment
expires in 2018. banking firm) (1981 - company) |
2018. Pioneer High Income Trust: Class I Trustee since 2002. Term expires in 2018. Pioneer Municipal High Income Trust: Class III Trustee since 2003. Term expires in 2018. Elected by Preferred Shares only. Pioneer Municipal High Income Advantage Trust: Class III Trustee since 2003. Term expires in 2018. Elected by Preferred Shares only. |
| (70) Pioneer Diversified High Consultant (investment None
Trustee Income Trust: Class II company services) |
24
Position Held Term of Office and Other Directorships With the Fund | Length of Service | Principal Occupation | Trustee | |||||||||
|
------------- --------------------------- --------------------------- ---------------------------
| ||||||||||||
Trustees and Nominee*:
Lisa M. Jones
| Pioneer Diversified High Chair, Director, CEO and None
Trustee, President and Income Trust: Class III President of | |||||||||||
| Pioneer Diversified High Director and Executive Vice None
Trustee Income Trust: Class I President (since 2008) and
Trustee since 2014. Term Chief Investment Officer,
Nominee expires in 2017. U.S. (since 2010) of |
Compensation paid to the Trustees during the Most Recent Year is set forth in Part II, Section 2 of this Joint Proxy Statement. The term “Most Recent Year” refers to the calendar year ended December 31, 2016, which coincides with the last fiscal year of certain of the Funds, as shown in Part II, Section 1 of this Joint Proxy Statement.
Equity Securities Owned by the Nominees
The amounts of equity securities beneficially owned by the Nominees as of December 31, 2016, in the Funds that they will oversee and in all the funds in the Fund Complex are set forth in Part II, Section 3, of this Joint Proxy Statement. None of the Independent Trustees or their immediate family members had any interest in the investment adviser, subadviser(s) or distributor of any Fund, or any person controlling, controlled by or under common control with such persons. For this purpose, “immediate family member” includes the Independent Trustee’s spouse, children residing in the Independent Trustee’s household and dependents of the Independent Trustee.
As of December 31, 2016, the Trustees and officers of each Fund owned beneficially in the aggregate less than 1% of the outstanding shares of each Fund.
25
During the two Most Recent Years, none of the Independent Trustees, nor any of their immediate family members, had any relationship (the value of which exceeded $120,000) with any Fund, the Fund’s Adviser or distributor, any affiliate of the Adviser or distributor, or any officer of any of them of the other funds in the Fund Complex.
Attendance of Trustees at Annual Meeting. No Fund has a policy with regard to attendance of Trustees at annual meetings. One Trustee attended the 2016 annual meeting of shareholders of the closed-end Funds. No annual meeting for any open-end Fund or Pioneer ILS Interval Fund was held during the Most Recent Year.
Board Meetings.During the Most Recent Year, each Board met 6 times. Each Trustee attended at least 75% of the meetings of each Board and of each committee of each Board on which the Trustee served.
its affiliates. Responsibilities of the Board of Trustees
The Board of Trustees is responsible for overseeing each Fund’sfund's management and
operations. The Chairman of the Board is an Independent Trustee. Independent
Trustees constitute at least 75% of the Board.
During each fund's most recent fiscal year, the Board of Trustees held 7
meetings. All of the current Trustees 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 fiscal year.
The funds do not have a policy on Trustee attendance at the annual meeting of
shareholders. For each fund, one Trustee attended the 2016 annual meeting of
shareholders.
16
and Trustee Nominees 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 willingness and ability to commit the time necessary to perform the
duties of a Trustee; as to each Independent Trustee, his or her status as not
being an “interested person”"interested person" as defined under the 1940 Act; and, as to
each of Ms. Jones and Mr. Taubes, her or histheir association with Amundi Pioneer. Each of the
Adviser. Each Independent TrusteeTrustees also was selected to join the Board based on the criteria
and principles set forth in the Nominating Committee Charter. In addition to
individual attributes, the value of diversity is considered. In evaluating a
Trustee’sTrustee's prospective service on the Board, the Trustee’sTrustee's experience in, and
ongoing contributions toward, overseeing the Fund’sfund's business as a Trustee also
are considered. In addition, the following specific experience, qualifications,
attributes and/or skills apply as to each Trustee: Mr. Bock, accounting,
financial, business and public company experience as a chief financial officer
and an executive officer and experience as a board member of other
organizations; Mr. Friedman, academic leadership, economic and finance
experience and investment company board experience; Ms. Graham, academic
leadership, experience in business, finance and management consulting;
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; Mr. Taubes, portfolio management experience and leadership roles with the Adviser; and Ms. Jones, investment management
experience as an executive and leadership roles with the AdviserAmundi Pioneer and its
affiliates.affiliates, and Mr. Taubes, portfolio management experience and leadership
roles with Amundi Pioneer. However, in its periodic assessment of the
effectiveness of the Board, the Board considers the complementary skills and
experience of individual Trustees 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.
funds.
Each Fund’sfund's Agreement and Declaration of Trust provides that the appointment,
designation (including in any proxy or registration statement or other
document) of a Trustee 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, shall not impose on that person any standard of
care or liability that is greater than that imposed on that person as a Trustee
in the absence of the appointment, designation or identification, and no
Trustee who has special attributes, skills, experience or expertise, or is
appointed, designated, or identified as aforesaid, shall be held to a higher
standard of care by virtue thereof.
17
Each
The Board of Trustees has five standing committees: the Independent Trustees
Committee, the Audit Committee, the Governance and Nominating Committee, the
Policy Administration Committee and the Valuation Committee. Each committee is
chaired by an Independent Trustee and all members of each committee are
Independent Trustees.
During the Most Recent Year, the Independent Trustees Committee, Governance and Nominating Committee, the Policy Administration Committee and the Valuation Committee of each Fund held 8, 2, 5 and 5 meetings, respectively. During the Most Recent Year, the Audit Committee of each open-end Fund and Pioneer ILS Interval Fund held 5 meetings and the Audit Committee of each closed-end Fund held 7 meetings.
26
The Chairs of the committees work with the Chairman of the Board and Fundfund
management in setting the agendas for Board meetings. The Chairs of the
committees set the agendas for committee meetings with input from Fundfund
management. As noted below, through the committees, the Independent Trustees
consider and address important matters involving the Funds,funds, including those
presenting conflicts or potential conflicts of interest for management. The
Independent Trustees 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.
During the most recent fiscal year for each fund, the Audit, Governance and
Nominating, Independent Trustees, Policy Administration and Valuation
Committees of each fund held the following meetings:
Independent Trustees Committee:David R. Bock, Benjamin M. Friedman, Margaret
B.W. Graham, Lorraine H. Monchak, Thomas J. Perna (Chair), Marguerite A. Piret
and Fred J. Ricciardi.
The Independent Trustees Committee is comprised of all of the Independent
Trustees. The Independent Trustees Committee serves as the forum for
consideration of a number of issues required to be considered separately by the
Independent Trustees under the 1940 Act, including the assessment and review of
each Fund’sfund's advisory agreement and other related party contracts. The
Independent Trustees Committee also considers issues that the Independent
Trustees believe it is advisable for them to consider separately from the
Interested Trustees.
18
Each fund's Audit Committee is comprised of only Independent Trustees who are
"independent" as defined in the applicable New York Stock Exchange ("NYSE") and
NYSE MKT 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:
. Assist the Board of Trustees' oversight and monitoring of: (i) the
integrity of the fund's financial statements; (ii) the fund's compliance
with legal and regulatory requirements; (iii) the independent registered
public accounting firm's qualifications, performance and independence;
and (iv) the performance of the fund's internal audit function; and
. Prepare the disclosure required by Item 407(d)(3)(i) of Regulation S-K
to be included in the fund's annual proxy statement and other filings.
The Audit Committee charter is available on Amundi Pioneer's website:
www.us.pioneerinvestments.com. You also can obtain a copy by sending a written
request to your fund at the address listed on 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, an
Independent Trustee, serves on each Audit Committee and has been determined to
be an audit committee financial expert.
Audit Committee Report
The Audit Committee among other things, oversees the accountingreports that it has (1) reviewed and financial reporting policies and practices ofdiscussed each Fund, oversees the quality and integrity of each Fund’sfund's
audited financial statements approves, and recommends towith management; (2) discussed with the Independent Trustees for their ratification, the engagement of each Fund’s
independent registered public accounting firm reviewsthe matters required to be
discussed with the independent auditors by the Statement of Auditing Standards
No. 61, as amended, as adopted by the Public Company Accounting Oversight Board
in Rule 3200 T; and evaluates(3) received written disclosures and an independence letter
from the independent registered public accounting firm’s qualifications, independencefirm required by Independence
Standards Board Standard No. 1, as adopted by the Public Company Accounting
Oversight Board in Rule 3600 T, and performance,discussed with the independent registered
public accounting firm that firm's independence. Based upon the review and
approvesdiscussions referred to above, the compensation of the accounting firm. The Audit Committee also approves all audit and permissible non-audit services provided to each Fund by the Fund’s accounting firm and all permissible non-audit services provided by each Fund’s accounting firmrecommended to the AdviserBoard of
Trustees that the audited financial statements be included in the Annual Report
for Pioneer Floating Rate Trust for the fiscal year ended November 30, 2016,
the Annual Reports for Pioneer High Income Trust and any affiliated service providersPioneer Municipal High
Income Advantage Trust for the fiscal year ended March 31, 2017 and in the
Annual Reports for Pioneer Diversified High Income Trust and Pioneer Municipal
High Income Trust for the fiscal year ended April 30, 2017.
19
the Fund if the engagement relates directly to the Fund’s operations and financial reporting.
each fund's Audit Committee are: David R. Bock (Chair) Benjamin M. Friedman Lorraine H. Monchak Marguerite A. Piret Governance and Nominating Committee: Margaret B.W. Graham (Chair), Thomas J. Perna and Fred J. Ricciardi.
All members of the Governance and Nominating Committee are Independent Trustees.independent under
the applicable NYSE and NYSE MKT listing standards relating to closed-end
funds, and are not "interested persons," as defined in the 1940 Act, of each
fund. The Board of each Fundfund has adopted a written charter for the Governance
and Nominating Committee, which is available on the Adviser’sAmundi Pioneer's website:http://us.pioneerinvestments.com.us.pioneerinvestments.com. You also can obtain a copy by sending a
written request to your Fundfund at the address listed on this proxy statement.
The Governance and Nominating Committee considers governance matters affecting
the Board and each Fund.fund. Among other responsibilities, the Governance and
Nominating Committee reviews the performance of the Independent Trustees as a
whole, and reviews and recommends to the Independent Trustees 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’Trustees'
compensation. The Governance and Nominating Committee also makes
recommendations to the Independent Trustees Committee or the Board on matters
delegated to it.
In addition, the Governance and Nominating Committee screens potential
candidates for Independent Trustees. Among other responsibilities, the
Governance and Nominating Committee reviews periodically the criteria for
Independent Trustees and the spectrum of desirable experience and expertise for
Independent Trustees as a whole, and reviews periodically the qualifications
and requisite skills of persons currently serving as Independent Trustees 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 shareholder or recommended by any Trustee, management or another person
and makes a recommendation as to the qualifications of such nominated or
recommended person to the Independent Trustees and the Board, and reviews
periodically the Committee’sCommittee's procedure, if any, regarding candidates submitted
by shareholders. The Trustees who are not Independent Trustees and the officers
of each Fundfund 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 Trustees
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, 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
27
integrity, honesty and
adherence
20
nominee’snominee's business acumen and ability to
exercise sound judgment in matters that relate to the objectives of the Fundfund
and whether the person is willing and able to contribute positively to the
decision-making process of the Fund;fund; (iii) the nominee’snominee's commitment and ability
to devote the necessary time and energy to be an effective Independent Trustee,
to understand the Fundfund and the responsibilities of a trustee of an investment
company; (iv) the nominee’snominee's ability to understand the sometimes conflicting
interests of the various constituencies of the Fundfund and to act in the interests
of all shareholders; (v) the absence of a conflict of interest that would
impair his or her ability to represent the interests of all shareholders and to
fulfill the responsibilities of a trustee; and (vi) the value of diversity on
the Board. 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’Trustees' oversight of each Fund’sfund's affairs, based on the then
current composition and skills of the Independent Trustees 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. However, as noted above, in its
periodic assessment of the effectiveness of the Board, the Board considers the
complementary skills and experience of individual Trustees 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.funds. In addition, the Governance and NominatingNomination Committee
Charter provides that nominees shall not be discriminated against on the basis
of race, religion, national origin, sex, sexual orientation, disability or any
other basis proscribed by law.
As long as an existing Independent Trustee continues, in the opinion of the
other Independent Trustees, to satisfy these criteria and continues to make
positive contributions to the Board, each Fundfund anticipates that Independent
Trustees of the Fundfund would favor the re-nomination of an existing Trustee
rather than a new candidate. Consequently, while the Governance and Nominating
Committee will evaluate the qualifications of nominees recommended by
shareholders to serve as Trustee, the Independent Trustees 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 shareholder recommendations, evaluate candidates identified by
other means, including candidates proposed by Independent Trustees or
management. While it has not done so in the past, the Governance and Nominating
Committee may retain a consultant to assist the Committee in a search for a
qualified candidate.
21
“Exchange Act”"Exchange Act"), and the Agreement and Declaration of
Trust and By laws of the Fundfund to be considered by the Governance and Nominating
Committee. In evaluating a nominee recommended by a shareholder, the Governance
and Nominating Committee, in addition to the criteria discussed above, may
consider the objectives of the shareholder in submitting that nomination and
whether such objectives are consistent with the interests of all shareholders.
If the Board determines to include a shareholder’sshareholder's candidate among the slate of
nominees, the candidate’scandidate's name will be placed on the Fund’sfund's proxy card. If the
Governance and Nominating Committee, the Independent Trustees or the Board
determines not to include such candidate among the Board’sBoard's designated nominees
and the shareholder has satisfied the requirements of Rule 14a-8 under the
Exchange Act, the shareholder’sshareholder'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.
With respect to the re-nomination of an existing Independent Trustee, the Governance and Nominating Committee and the Independent Trustees Committee use the criteria and the principles set forth above, as revised from time to time, to guide the selection process.
The Governance and Nominating Committee followed its standard practices in identifying and recommending the Nominees. The Governance and Nominating Committee considered the experience and capabilities of the current Board members as a group, in order to identify a skill set and other characteristics that would be most complementary in a new Board member. The Governance and Nominating Committee then recommended to the Independent Trustees Committee that the Independent Trustee Nominees be nominated to serve as Board members, and the Independent Trustees
28
Committee, based on the recommendation of the Governance and Nominating Committee, nominated the Independent Trustee Nominees to serve as Board members.
Shareholders 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 Trustee c/o the Secretary of the Fundfund at the address on the notice
of this Meeting.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.
fund. Valuation Committee:David R. Bock, Benjamin M. Friedman, Lorraine H. Monchak and Marguerite A. Piret (Chair).
The Valuation Committee, among other things, determines with the AdviserAmundi Pioneer the
value of securities under certain circumstances and considers other matters
with respect to the valuation of securities, in each case in accordance with
each Fund’sfund's valuation procedures.
Policy Administration Committee: Margaret B.W. Graham (Chair), Thomas J. Perna
(Chair), Margaret B.W. Graham and Fred J. Ricciardi.
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
Consistent with its responsibility for oversight of each Fundfund in the interests
of shareholders, the Board of Trustees oversees risk management of each Fund’sfund's
investment management and business operations. In performing this oversight
function, the Board considers various risks and risk management practices
relating to the Funds.funds. The Board has delegated certain aspects of its risk
oversight responsibilities to the committees.
Each Fundfund 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, shareholder services, investment performance or
reputation of a Fund.
fund.
Most of the Funds’funds' investment management and business operations are carried
out by or through the Adviser,Amundi Pioneer, its affiliates, and other service providers,
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.
Under the overall supervision of the Board or the applicable committee of the
Board, each Fund,fund, or the AdviserAmundi Pioneer and the affiliates of the AdviserAmundi Pioneer or
other service providers to each Fundfund 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 the Adviser’sAmundi Pioneer's chief
compliance officer and the Adviser’sAmundi Pioneer's chief risk officer and director of
internal audit, as well as various personnel of the Adviser,Amundi Pioneer, and the 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 reviewsreview Financial Intermediary Controls and Compliance
Assessment (FICCA)("FICCA") reports if available. The reports received by the Trustees
related to risks typically are summaries of relevant information.
The Trustees recognize that not all risks that may affect a Fundfund 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
Fundsfunds or the AdviserAmundi Pioneer and its affiliates or other service providers. 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 is important to note that each Fundfund is designed for investors
that are prepared to accept investment risk, including the possibility that as
yet unforeseen risks may emerge in the future.
Other
23
24
25
/1/ Shares held in Pioneer High Income Trust
/2/ Shares held in Pioneer Municipal High Income Trust
/3/ Shares held in Pioneer Municipal High Income Advantage Trust
/4/ Shares held in Pioneer Floating Rate Trust
/5/ Shares held in Pioneer Diversified High Income Trust
As of December 31, 2016, the Trustees, any nominee for election as a Trustee
and the 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 Trustees
or any nominee for election as a Trustee engaged in the purchase or sale of
securities of Amundi Pioneer, Amundi, Amundi USA, Inc. or any other entity in a
control relationship to Amundi Pioneer or Amundi Pioneer Distributor, Inc.
Compliance with Section 16(a) Reporting Requirements
Section 16(a) 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") to file reports of ownership and changes in ownership with the
SEC. Executive Officers
officers, Trustees and 10% Shareholders are required by SEC
regulations to furnish the fund with copies of all Section 16(a) forms they
file. Section 30(h) of the 1940 Act extends 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 to
each of the funds 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
Fund,fund, the following table provides information with respect to
the other executive officers of the Funds, including their ages, their positions held with the Funds and their principal
29
occupations during the past five years (their titles may have varied during that period).funds. Each executive officer is elected by
the Board of Trustees and serves until his or her successor is chosen and
qualified or until his or her resignation or removal by the Board. The mailingbusiness
address of all officers of the Fundsfunds 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 | ||
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| ||
| ||
| ||
| ||
| ||
| ||
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Except for the chief compliance officer, none of the officers receives compensation from thePioneer
Funds although officers may be reimbursed for reasonable travel expenses for attending meetingssince June 2010; Assistant
Secretary of all of the Board. ThePioneer Funds
pay a portionfrom 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 chief compliance officer’s compensation for her services as the Funds’ chief compliance officer. The Adviser pays the remaining portionPioneer Funds since March
2008; Deputy Treasurer of Amundi
Pioneer from March 2004 to February
2008; and Assistant Treasurer of all
of the chief compliance officer’s compensation.
Proposal 2, the electionPioneer 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 Nominees, must be approved by a pluralityPioneer Funds
Gary Sullivan Fund Accounting Manager - Fund
(59) Treasury of Amundi Pioneer; and
Assistant Treasurer Assistant Treasurer of all of the
votes cast in person or by proxy at the Meeting at which a quorum exists. For a Trust that is made upPioneer Funds
27
more than one Fund, the shareholdersAmundi Pioneer since
Assistant Treasurer November 2008; Assistant Treasurer of
all Funds within the Trust will vote together as a single class.
Your Board recommends that you vote “FOR” the election of each of the Nominees.
30
PROPOSAL 3 — TO CONVERT INVESTMENT OBJECTIVE(S) FROM FUNDAMENTAL TONON-FUNDAMENTAL
(To be voted on by shareholdersPioneer 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 PioneerAMT-Free Municipal Fund,Amundi
(64) Pioneer Bond Fund,and of all the Pioneer Core Equity Fund,Funds
Chief Compliance Officer since March 2010; Chief Compliance
Officer of Amundi Pioneer
Global High Yield FundInstitutional 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 High Yield Fund only)
If shareholderssince
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 theseInvestor
(46) Services Group of Amundi Pioneer and
Anti-Money Laundering Officer Anti-Money Laundering Officer of all
the Pioneer Funds approve Proposal 3, the Fund’s investment objective or objectives will becomenon-fundamental, meaning that the investment objective or objectives may be changed without shareholder approval if the Fund’s Board believes that it is in the best interestssince 2006
Compensation of shareholders to do so.
Trustees and officers
The 1940 Act does not require that a Fund’s investment objective be fundamental, and, in fact, it is common for funds to havenon-fundamental investment objectives. If a Fund’s investment objective isnon-fundamental, the objective may be changed by the Fund’s Board if the Board determines that it is in the best interests of shareholders to do so.
If a Fund is able to change its investment objective or objectives without shareholder approval, the Fund will have flexibility to respond to changing conditions in a manner that the Fund’s Board determines to be in the best interests of Fund shareholders without the expense and delay of seeking further shareholder approval. As noted below, however, shareholders would be given prior notice of any change in the Fund’s investment objective or objectives.
There are no current plans to change the investment objective or objectives of PioneerAMT-Free Municipal Fund, Pioneer Core Equity Fund, Pioneer Global High Yield Fund and Pioneer High Yield Fund. If shareholders of a Fund approve this proposal and the Fund’s Board thereafter decides to change the Fund’s investment objective, shareholders will be given prior written notice, typically at least 60 days in advance, of any material change in the Fund’s investment objective or objectives.
Shareholders of Pioneer Bond Fund are being asked in Proposal 4 to change the investment objectives of that Fund. Please note that if shareholders of Pioneer Bond Fund approve making the Fund’s investment objectivesnon-fundamental, as proposed in this Proposal 3, but do not approve the specific changes to the Fund’s investment objectives proposed in Proposal 4, the Fund’s current investment objectives will remain the same, but the Fund’s Board may consider a change to the Fund’s investment objectives in the future. In that circumstance, shareholders would be given prior written notice, typically at least 60 days in advance, of any material change in the Fund’s investment objectives.
Required Vote
To become effectivefollowing table sets forth certain information with respect to a particular Fund, Proposal 3, the
conversioncompensation of each Trustee of Pioneer High Income Trust and Pioneer Municipal
High Income Advantage Trust for the fiscal year ended March 31, 2017. The
amounts paid to the Trustees by each fund differ due to (i) membership on or
chairing certain committees of the Fund’s investment objective(s) from fundamental tonon-fundamental, must be approved by a “1940 Act Majority Vote”Board of the outstanding voting securities of that Fund, as such term is defined above in “Vote Required and Manner of Voting Proxies.”
Your Board recommends that you vote “FOR” this proposal.
31
PROPOSAL 4 — TO CHANGE PIONEER BOND FUND’S INVESTMENT OBJECTIVES
(To be voted on by shareholders of Pioneer Bond Fund only)
If shareholders of Pioneer Bond Fund approve Proposal 4, the Fund’s current fundamental investment objectives would be changed. Pioneer Bond Fund’s current investment objectives are:
“To provide current income from an investment grade portfolio with due regard to preservation of capital and prudent investment risk. The Fund also seeks a relatively stable level of dividends; however, the level of dividends will be maintained only if consistent with preserving the investment grade quality of the portfolio.”
If this proposal is approved by shareholders, the Fund’s investment objectives would be changed to:
“The Fund seeks current income and total return.”
This change is intended to, among other things, convey more concisely Pioneer Bond Fund’s main investment goals. There are no current plans to change Pioneer Bond Fund’s principal investment strategies or investment practices, including the credit quality of its investments. Please note that the proposed change to the Fund’s investment objectives would make it easier for the credit quality of the Fund’s portfolio to be changed in the future.
Required Vote
To become effective, Proposal 4, changing the investment objectives of Pioneer Bond Fund, must be approved by a “1940 Act Majority Vote” of the outstanding voting securities of the Fund, as such term is defined above in “Vote Required and Manner of Voting Proxies.”
Your Board recommends that you vote “FOR” this proposal.
32
Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meeting. However, if other matters are properly presented to the Meeting for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at the Meeting will be available at the offices of the Funds, 60 State Street, Boston, Massachusetts 02109, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meeting.
Please vote promptly by signing and dating each enclosed proxy card and returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to similarly providing voting instructions by telephone or over the Internet.
Christopher J. Kelley
Secretary
March 20, 2017
33
PART II — ADDITIONAL INFORMATION
34
FUNDS’ FISCAL YEAR ENDS AND ASSETS UNDER MANAGEMENT
Fund | Fiscal Year End | | Net Assets (as of end of Fund’s last fiscal year) ($) | |||
Open-End Funds | ||||||
Pioneer Bond Fund | June 30 | $ | 3,945,127,270 | |||
Pioneer Emerging Markets Fund | November 30 | $ | 100,900,823 | |||
Pioneer Equity Income Fund | October 31 | $ | 1,715,827,408 | |||
Pioneer Fund | December 31 | $ | 4,699,532,705 | |||
Pioneer High Yield Fund | October 31 | $ | 1,100,234,775 | |||
Pioneer Solutions - Balanced Fund | July 31 | $ | 186,172,860 | |||
Pioneer Solutions - Conservative Fund | July 31 | $ | 64,185,865 | |||
Pioneer Solutions - Growth Fund | July 31 | $ | 319,908,359 | |||
Pioneer Mid Cap Value Fund | October 31 | $ | 904,711,093 | |||
Pioneer U.S. Government Money Market Fund | December 31 | $ | 314,845,422 | |||
Pioneer Real Estate Shares | December 31 | $ | 144,978,112 | |||
Pioneer AMT-Free Municipal Fund | December 31 | $ | 1,127,496,176 | |||
Pioneer Select Mid Cap Growth Fund | November 30 | $ | 1,284,257,250 | |||
Pioneer Disciplined Value Fund | August 31 | $ | 558,711,373 | |||
Pioneer Classic Balanced Fund | July 31 | $ | 291,485,911 | |||
Pioneer Multi-Asset Income Fund | July 31 | $ | 746,992,542 | |||
Pioneer Global Equity Fund | August 31 | $ | 160,737,971 | |||
Pioneer High Income Municipal Fund | August 31 | $ | 650,100,297 | |||
Pioneer Floating Rate Fund | October 31 | $ | 733,821,880 | |||
Pioneer Flexible Opportunities Fund | October 31 | $ | 691,223,154 | |||
Pioneer Global High Yield Fund | October 31 | $ | 665,163,505 | |||
Pioneer Global Multisector Income Fund | October 31 | $ | 28,716,355 | |||
Pioneer International Equity Fund | November 30 | $ | 150,120,313 | |||
Pioneer Dynamic Credit Fund | March 31 | $ | 295,252,742 | |||
Pioneer Fundamental Growth Fund | March 31 | $ | 3,561,935,404 | |||
Pioneer Multi-Asset Ultrashort Income Fund | March 31 | $ | 2,631,168,181 | |||
Pioneer Core Equity Fund | December 31 | $ | 1,494,138,895 | |||
Pioneer Disciplined Growth Fund | August 31 | $ | 1,057,232,601 | |||
Pioneer Short Term Income Fund | August 31 | $ | 575,020,572 | |||
Pioneer Strategic Income Fund | September 30 | $ | 6,215,673,709 | |||
Pioneer U.S. Corporate High Yield Fund | August 31 | — | ||||
Closed-End Interval Fund | ||||||
Pioneer ILS Interval Fund | October 31 | $ | 161,667,394 | |||
Closed-End Funds | ||||||
Pioneer Diversified High Income Trust | April 30 | $ | 138,569,737 | |||
Pioneer Floating Rate Trust | November 30 | $ | 309,308,487 | |||
Pioneer High Income Trust | March 31 | $ | 271,899,835 | |||
Pioneer Municipal High Income Advantage Trust | March 31 | $ | 299,017,660 | |||
Pioneer Municipal High Income Trust | April 30 | $ | 307,026,620 |
35
COMPENSATION OF TRUSTEES
The Independent Trustees review and set their compensation annually, taking into consideration the committee and other responsibilities
assigned to specific Trustees. The compensation paid to the Trustees, is then allocated among the Funds as follows:
Except for the chief compliance officer, the Fund does
not pay any salary or other compensation to its officers.
The Fund pays a portionPioneer High Income Trust and Pioneer Municipal High Income Advantage Trust:
The following table shows compensation paid to the Trustees/Nominees by each Fund and by all Fundsfiscal year ended March 31, 2017, there were 46 U.S. registered
investment portfolios in the Fund Complex during the Most Recent Year.
| Fund | David R. Bock | Benjamin M. Friedman | Margaret B.W. Graham | Lisa M. Jones | Lorraine H. Monchak* | Thomas J. Perna | Marguerite A. Piret | Fred J. Ricciardi | Kenneth J. Taubes | |||||||||||||||||||||||||||
Open-End Funds and Closed-End Interval Fund | ||||||||||||||||||||||||||||||||||||
Pioneer Bond Fund | $24,858.50 | $24,771.84 | $21,407.69 | $0.00 | $21,565.62 | $29,887.55 | $23,703.10 | $19,450.81 | $0.00 | |||||||||||||||||||||||||||
Pioneer Emerging Markets Fund | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | |||||||||||||||||||||||||||
Pioneer Equity Income Fund | $10,141.43 | $10,108.25 | $8,817.62 | $0.00 | $8,880.53 | $12,067.39 | $9,699.01 | $8,069.83 | $0.00 | |||||||||||||||||||||||||||
Pioneer Fund | $30,249.17 | $30,142.70 | $26,039.62 | $0.00 | $26,203.44 | $36,426.60 | $28,829.62 | $23,617.65 | $0.00 | |||||||||||||||||||||||||||
Pioneer High Yield Fund | $6,656.84 | $6,636.25 | $5,843.01 | $0.00 | $5,874.19 | $7,851.89 | $6,382.23 | $5,374.04 | $0.00 | |||||||||||||||||||||||||||
Pioneer Solutions - Balanced Fund | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | |||||||||||||||||||||||||||
Pioneer Solutions - Conservative Fund | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | |||||||||||||||||||||||||||
Pioneer Solutions - Growth Fund | $1,441.64 | $1,440.02 | $1,378.66 | $0.00 | $1,380.29 | $1,535.49 | $1,420.12 | $1,341.38 | $0.00 | |||||||||||||||||||||||||||
Pioneer Mid Cap Value Fund | $5,450.83 | $5,434.64 | $4,809.02 | $0.00 | $4,835.67 | $6,390.39 | $5,234.99 | $4,441.65 | $0.00 | |||||||||||||||||||||||||||
Pioneer U.S. Government Money Market Fund | $1,458.49 | $1,456.82 | $1,392.69 | $0.00 | $1,394.98 | $1,555.09 | $1,436.21 | $1,354.55 | $0.00 | |||||||||||||||||||||||||||
Pioneer Real Estate Shares | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | |||||||||||||||||||||||||||
Pioneer AMT-Free Municipal Fund | $7,293.19 | $7,270.32 | $6,384.60 | $0.00 | $6,424.33 | $8,621.28 | $6,988.33 | $5,867.53 | $0.00 | |||||||||||||||||||||||||||
Pioneer Select Mid Cap Growth Fund | $7,748.04 | $7,723.49 | $6,776.09 | $0.00 | $6,815.19 | $9,172.97 | $7,420.72 | $6,218.66 | $0.00 | |||||||||||||||||||||||||||
Pioneer Disciplined Value Fund | $3,182.56 | $3,174.60 | $2,869.78 | $0.00 | $2,880.01 | $3,644.18 | $3,076.40 | $2,687.39 | $0.00 | |||||||||||||||||||||||||||
Pioneer Classic Balanced Fund | $1,227.75 | $1,226.92 | $1,194.96 | $0.00 | $1,196.26 | $1,276.14 | $1,216.70 | $1,176.07 | $0.00 | |||||||||||||||||||||||||||
Pioneer Multi-Asset Income Fund | $4,294.28 | $4,282.27 | $3,821.82 | $0.00 | $3,838.00 | $4,990.18 | $4,134.18 | $3,547.61 | $0.00 | |||||||||||||||||||||||||||
Pioneer Global Equity Fund | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | |||||||||||||||||||||||||||
Pioneer High Income Municipal Fund | $3,307.54 | $3,299.15 | $2,974.75 | $0.00 | $2,988.86 | $3,794.91 | $3,195.72 | $2,784.87 | $0.00 | |||||||||||||||||||||||||||
Pioneer Floating Rate Fund | $3,767.55 | $3,757.51 | $3,365.30 | $0.00 | $3,386.33 | $4,348.49 | $3,633.78 | $3,140.54 | $0.00 | |||||||||||||||||||||||||||
36
| Fund | David R. Bock | Benjamin M. Friedman | Margaret B.W. Graham | Lisa M. Jones | Lorraine H. Monchak* | Thomas J. Perna | Marguerite A. Piret | Fred J. Ricciardi | Kenneth J. Taubes | |||||||||
Pioneer Flexible Opportunities Fund | $4,092.35 | $4,081.08 | $3,648.47 | $0.00 | $3,664.18 | $4,746.99 | $3,942.11 | $3,391.09 | $0.00 | |||||||||
Pioneer Global High Yield Fund | $4,126.94 | $4,115.52 | $3,680.86 | $0.00 | $3,692.90 | $4,787.82 | $3,974.64 | $3,418.37 | $0.00 | |||||||||
Pioneer Global Multisector Income Fund | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | |||||||||
Pioneer International Equity Fund | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | |||||||||
Pioneer Dynamic Credit Fund | $1,255.98 | $1,255.03 | $1,220.75 | $0.00 | $1,219.93 | $1,310.16 | $1,243.33 | $1,198.07 | $0.00 | |||||||||
Pioneer Fundamental Growth Fund | $25,805.66 | $25,715.85 | $22,193.79 | $0.00 | $22,392.78 | $31,018.39 | $24,608.16 | $20,187.49 | $0.00 | |||||||||
Pioneer Multi-Asset Ultrashort Income Fund | $17,110.79 | $17,052.20 | $14,785.66 | $0.00 | $14,884.39 | $20,499.29 | $16,329.59 | $13,459.22 | $0.00 | |||||||||
Pioneer Core Equity Fund | $9,075.06 | $9,045.67 | $7,912.59 | $0.00 | $7,958.23 | $10,779.13 | $8,683.19 | $7,244.48 | $0.00 | |||||||||
Pioneer Disciplined Growth Fund | $6,234.10 | $6,215.05 | $5,480.47 | $0.00 | $5,510.26 | $7,339.31 | $5,980.12 | $5,047.45 | $0.00 | |||||||||
Pioneer Short Term Income Fund | $3,296.03 | $3,287.66 | $2,966.00 | $0.00 | $2,978.10 | $3,781.08 | $3,184.48 | $2,775.02 | $0.00 | |||||||||
Pioneer Strategic Income Fund | $41,549.91 | $41,402.21 | $35,722.07 | $0.00 | $35,937.33 | $50,112.42 | $39,580.59 | $32,356.07 | $0.00 | |||||||||
Pioneer U.S. Corporate High Yield Fund** | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | |||||||||
Closed-End Interval Fund | ||||||||||||||||||
Pioneer ILS Interval Fund | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | |||||||||
Closed-End Funds | ||||||||||||||||||
Pioneer Diversified High Income Trust | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $0.00 | |||||||||
Pioneer Floating Rate Trust | $2,313.49 | $2,308.71 | $2,124.07 | $0.00 | $2,131.96 | $2,590.47 | $2,249.79 | $2,015.74 | $0.00 | |||||||||
Pioneer High Income Trust | $2,068.39 | $2,064.51 | $1,913.80 | $0.00 | $1,920.98 | $2,293.44 | $2,016.66 | $1,826.33 | $0.00 | |||||||||
Pioneer Municipal High Income Advantage Trust | $2,330.55 | $2,325.70 | $2,139.52 | $0.00 | $2,146.37 | $2,611.88 | $2,265.93 | $2,028.98 | $0.00 | |||||||||
Pioneer Municipal High Income Trust | $2,043.93 | $2,039.13 | $1,893.26 | $0.00 | $1,898.54 | $2,263.52 | $1,992.27 | $1,806.53 | $0.00 | |||||||||
Total Compensation from Fund Complex | $253,250.00 | $252,500.00 | $223,500.00 | $0.00 | $224,750.00 | $296,750.00 | $243,250.00 | $206,500.00 | $0.00 | |||||||||
Number of Funds Overseen by Trustee | 49 | 49 | 49 | 5 | 49 | 49 | 49 | 49 | 49 |
37
EQUITY SECURITIES OWNED BY NOMINEES
The following table shows the amount of securities owned by the Nominees in the Funds that they oversee or are nominated to oversee as of December 31, 2016. Please note that the table does not include the amount of equity securities owned by the Nominees in Funds that they do not oversee or are not nominated to oversee.
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INFORMATION REGARDING CURRENT MANAGEMENT AGREEMENTS (DATES, APPROVALS, FEES)
Pioneer Funds.
* Aggregate compensation from Pioneer High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Advantage Trust.
29
Fund’s Current Management Agreement,Trustee of Pioneer Diversified High Income Trust and
Pioneer Municipal High Income Trust for the datefiscal year ended April 30, 2017.
The amounts paid to the Trustees differ due to (i) membership on or chairing
certain committees of the agreement, the date the agreement was last approved by the shareholdersboards of Trustees and the Board,other responsibilities
assigned to specific Trustees, and the fees payable(ii) attendance at meetings. The fund does
not pay any salary or other compensation to the Adviser.
Open-End Funds
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42
Closed-End Interval Fund
Closed-End Funds
The Adviser has contractually agreed to limit ordinary operating expenses (ordinary operating expenses means all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such as litigation) for the classes
/1/ As of the Funds set forth below. Such expense limit arrangements will remainfiscal year ended April 30, 2017, there were 46 U.S. registered
investment portfolios in effect following the completion of the Transaction through the dates set forth below. There can be no assurance that the Adviser will extend the expense limitations beyond such times. While in effect, the arrangement may be terminated for a class only by agreement of the Adviser and the Board of Trustees.
43
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45
AMOUNTS PAID TO THE ADVISER AND AFFILIATES
Pioneer Funds.
* Aggregate compensation from Pioneer Diversified High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Trust.
30
indicatessets forth certain information with respect to the
compensation of each Trustee of Pioneer Floating Rate Trust for the fiscal year
ended November 30, 2016. The amounts paid by each Fund to the AdviserTrustees differ due to
(i) membership on or affiliateschairing certain committees of the Adviser during the Fund’s last fiscal year. No Fund paid commissionsboards of Trustees and
other responsibilities assigned to an affiliated broker for the Fund’s most recently completed fiscal year.
| Fund | Gross Management Fees ($) | Net Management Fees ($)* | Administration Fees ($) | Distribution Fees ($) | Transfer Agency Fees ($) | Fiscal Year Ended | ||||||||||||||||||
Open-End Funds | ||||||||||||||||||||||||
Pioneer Bond Fund | 13,785,228 | 13,785,228 | 1,104,227 | 4,576,946 | 260,952 | 6/30/16 | ||||||||||||||||||
Pioneer Emerging Markets Fund | 1,133,102 | 1,133,102 | 83,775 | 387,122 | 104,225 | 11/30/16 | ||||||||||||||||||
Pioneer Equity Income Fund | 9,476,495 | 9,476,495 | 577,858 | 3,508,232 | 222,315 | 10/31/16 | ||||||||||||||||||
Pioneer Fund | 24,130,266 | 24,130,266 | 2,388,862 | 12,272,859 | 2,628,055 | 12/31/16 | ||||||||||||||||||
Pioneer High Yield Fund | 7,454,725 | 7,454,725 | 414,246 | 4,316,120 | 146,709 | 10/31/16 | ||||||||||||||||||
Pioneer Solutions - Balanced Fund | 252,916 | 252,916 | 90,476 | 967,797 | 101,520 | 7/31/16 | ||||||||||||||||||
Pioneer Solutions - Conservative Fund | 85,156 | 85,156 | 37,825 | 302,549 | 31,196 | 7/31/16 | ||||||||||||||||||
Pioneer Solutions - Growth Fund | 430,249 | 430,249 | 156,517 | 1,436,462 | 246,741 | 7/31/16 | ||||||||||||||||||
Pioneer Mid Cap Value Fund | 5,714,070 | 5,714,070 | 426,489 | 2,637,732 | 384,724 | 10/31/16 | ||||||||||||||||||
| Pioneer U.S. Government Money Market Fund | 1,111,265 | 627,305 | 206,718 | 383,444 | 180,733 | 12/31/16 | ||||||||||||||||||
Pioneer Real Estate Shares | 1,289,284 | 1,289,284 | 92,171 | 383,356 | 71,640 | 12/31/16 | ||||||||||||||||||
PioneerAMT-Free Municipal Fund | 5,297,396 | 5,297,396 | 405,852 | 2,476,054 | 78,464 | 12/31/16 | ||||||||||||||||||
Pioneer Select Mid Cap Growth Fund | 7,635,400 | 7,635,400 | 534,889 | 3,139,471 | 403,724 | 11/30/16 | ||||||||||||||||||
Pioneer Disciplined Value Fund | 4,058,686 | 4,058,686 | 240,945 | 2,301,028 | 155,685 | 8/31/16 | ||||||||||||||||||
Pioneer Classic Balanced Fund | 1,838,132 | 1,838,132 | 128,324 | 883,309 | 113,892 | 7/31/16 | ||||||||||||||||||
Pioneer Multi-Asset Income Fund | 4,065,226 | 4,065,226 | 280,936 | 3,816,751 | 49,491 | 7/31/16 | ||||||||||||||||||
Pioneer Global Equity Fund | 1,264,825 | 1,264,825 | 94,667 | 364,861 | 107,168 | 8/31/16 | ||||||||||||||||||
Pioneer High Income Municipal Fund | 2,831,058 | 2,831,058 | 191,604 | 2,200,641 | 11,088 | 8/31/16 | ||||||||||||||||||
Pioneer Floating Rate Fund | 3,799,573 | 3,799,573 | 226,599 | 1,336,367 | 21,344 | 10/31/16 | ||||||||||||||||||
Pioneer Flexible Opportunities Fund | 5,094,875 | 5,094,875 | 263,660 | 2,417,153 | 40,132 | 10/31/16 | ||||||||||||||||||
Pioneer Global High Yield Fund | 5,160,290 | 5,160,290 | 271,324 | 2,540,144 | 50,232 | 10/31/16 | ||||||||||||||||||
Pioneer Global Multisector Income Fund | 139,555 | 139,555 | 31,093 | 75,710 | 7,286 | 10/31/16 | ||||||||||||||||||
Pioneer International Equity Fund | 1,341,233 | 1,341,233 | 101,469 | 282,552 | 120,644 | 11/30/16 | ||||||||||||||||||
Pioneer Dynamic Credit Fund | 3,033,511 | 3,033,511 | 144,355 | 732,895 | 26,455 | 3/31/16 | ||||||||||||||||||
Pioneer Fundamental Growth Fund | 17,658,893 | 17,658,893 | 869,298 | 5,266,967 | 301,606 | 3/31/16 | ||||||||||||||||||
Pioneer Multi-Asset Ultrashort Income Fund | 8,439,915 | 8,439,915 | 797,859 | 4,303,700 | 122,464 | 3/31/16 | ||||||||||||||||||
Pioneer Core Equity Fund | 7,294,357 | 7,294,357 | 624,347 | 3,599,967 | 456,059 | 12/31/16 | ||||||||||||||||||
Pioneer Disciplined Growth Fund | 6,730,613 | 6,730,613 | 509,474 | 2,667,286 | 825,687 | 8/31/16 | ||||||||||||||||||
Pioneer Short Term Income Fund | 2,084,266 | 2,084,266 | 210,768 | 930,890 | 35,265 | 8/31/16 | ||||||||||||||||||
Pioneer Strategic Income Fund | 36,000,980 | 36,000,980 | 2,061,654 | 13,922,385 | 236,391 | 9/30/16 | ||||||||||||||||||
Pioneer U.S. Corporate High Yield Fund** | 0 | 0 | 0 | 0 | 0 | — | ||||||||||||||||||
Closed-End Interval Fund | ||||||||||||||||||||||||
Pioneer ILS Interval Fund | 2,080,350 | 2,080,350 | 50,412 | 0 | 46,980 | 10/31/16 | ||||||||||||||||||
46
| Fund | Gross Management Fees ($) | Net Management Fees ($)* | Administration Fees ($) | Distribution Fees ($) | Transfer Agency Fees ($) | Fiscal Year Ended | ||||||||||||||||||
Closed-End Funds | ||||||||||||||||||||||||
Pioneer Diversified High Income Trust | 1,729,061 | 1,729,061 | 118,651 | 0 | 4,270 | 4/30/16 | ||||||||||||||||||
Pioneer Floating Rate Trust | 3,132,041 | 3,132,041 | 248,306 | 0 | 7,010 | 11/30/16 | ||||||||||||||||||
Pioneer High Income Trust | 2,720,522 | 2,720,522 | 115,611 | 0 | 16,716 | 3/31/16 | ||||||||||||||||||
Pioneer Municipal High Income Advantage Trust | 2,663,057 | 2,663,057 | 241,261 | 0 | 16,503 | 3/31/16 | ||||||||||||||||||
Pioneer Municipal High Income Trust | 2,417,037 | 2,417,037 | 223,291 | 0 | 15,286 | 4/30/16 | ||||||||||||||||||
| and Other
Name of Trustee from Fund Fund Expenses Pioneer |
47
OTHER FUNDS ADVISED BY THE ADVISER
The following table lists certain information regarding funds for which the Adviser provides investment advisory services, other than the Funds that are addressed in this Joint Proxy Statement.
| Fund | Net Assets (as of end of fund’s last fiscal year) ($) | Management Fee (as a percentage of average daily net assets) (%) | ||||
FUNDS FOR WHICH THE ADVISER ACTS AS INVESTMENT ADVISER | ||||||
Pioneer Bond VCT Portfolio | 143,926,630 | 0.40%* | ||||
Pioneer Emerging Markets VCT Portfolio | 24,699,001 | 1.10% | ||||
Pioneer Equity Income VCT Portfolio | 361,931,870 | 0.65% up to $1 Billion; 0.60% over $1 Billion | ||||
Pioneer Fund VCT Portfolio | 136,954,862 | 0.65% | ||||
Pioneer High Yield VCT Portfolio | 60,481,790 | 0.65% up to $1 Billion; 0.60% over $1 Billion | ||||
Pioneer Mid Cap Value VCT Portfolio | 362,951,574 | 0.65% | ||||
Pioneer Real Estate Shares VCT Portfolio | 37,108,866 | 0.80% up to $500 Million; 0.75% over $500 Million | ||||
Pioneer Select Mid Cap Growth VCT Portfolio | 109,926,480 | 0.74% | ||||
Pioneer Strategic Income VCT Portfolio | 44,909,829 | 0.65%* | ||||
FUNDS FOR WHICH THE ADVISER ACTS AS INVESTMENT SUB-ADVISER | ||||||
Great-West Multi-Manager Large Cap Growth Fund | 391,931,895 | 0.300% up to $500 Million; 0.240% of the next $500 Million; 0.225% over $1 Billion | ||||
VY Pioneer High Yield Portfolio | 103,710,247 | 0.300% up to $500 Million; 0.250% over $500 Million | ||||
48
5% SHARE OWNERSHIP AND NUMBER OF SHARES OUTSTANDING
/1/ As of February 28, 2017, to the best knowledge of each Fund, the following persons owned of record the amounts indicated of the shares of the class of the Fund indicated. The table also lists, as of February 28, 2017, the total number of shares outstanding for each class of each Fund.
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Open-End Funds | ||||||||||||||||||
| Pioneer Bond Fund | A | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 98856 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 28.61 | % | 35,011,345.742 | 122,366,419.254 | |||||||||||
| A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 10.24 | % | 12,535,914.716 | |||||||||||||
| A | AMERICAN UNITED LIFE AUL GROUP RETIREMENT ANNUITY | ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 5.47 | % | 6,692,480.810 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 97JL1 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 31.38 | % | 3,679,179.249 | 11,725,019.438 | ||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 10.97 | % | 1,285,681.894 | |||||||||||||
| C | LPL FINANCIAL—OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 6.59 | % | 772,561.460 | |||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 6.09 | % | 714,160.114 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 5.95 | % | 697,711.731 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 5.17 | % | 606,486.400 | |||||||||||||
| K | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 30.17 | % | 14,452,379.284 | 47,910,236.028 | ||||||||||||
| K | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 12.40 | % | 5,938,761.861 | |||||||||||||
| K | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ONE ORANGE WAY B3N WINDSOR CT 06095-4773 | 9.31 | % | 4,458,646.254 | |||||||||||||
49
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| K | GREAT-WEST TRUST COMPANY LLC TTEE EMPLOYEE BENEFITS CLIENTS 401K | 8515 E ORCHARD RD 2T2 GREENWOOD VLG CO80111-5002 | 5.44 | % | 2,606,144.800 | |||||||||||||
| R | SAMMONS FINANCIAL NETWORK LLC | 4546 CORPORATE DR STE 100 WDM IA 50266-5911 | 31.11 | % | 5,517,261.441 | 17,737,096.566 | ||||||||||||
| R | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 19.98 | % | 3,543,447.760 | |||||||||||||
| R | STATE STREET BANK & TRUST AS TTEE AND /OR CUST FBO ADP ACCESS PRODUCT | 1 LINCOLN ST BOSTON MA 02111-2901 | 15.94 | % | 2,828,142.547 | |||||||||||||
| R | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 8.38 | % | 1,486,292.632 | |||||||||||||
| R | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ONE ORANGE WAY B3N WINDSOR CT 06095-4773 | 8.35 | % | 1,480,254.375 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 16.68 | % | 41,580,278.685 | 249,292,342.243 | ||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 15.20 | % | 37,897,053.786 | |||||||||||||
| Y | EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS | 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 | 9.38 | % | 23,386,335.240 | |||||||||||||
| Y | CHARLES SCHWAB & CO INC EXCLUSIVE BENEFIT OF ITS CUST | ATTN: MUTUAL FUND DEPT 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 5.91 | % | 14,728,582.391 | |||||||||||||
| Pioneer Emerging Markets Fund | A | HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT | ATTN: UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 | 9.54 | % | 365,805.810 | 3,833,120.372 | |||||||||||
| A | TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT D | 4333 EDGEWOOD RD NE MS 4410 CEDAR RAPIDS IA 52499-0001 | 6.71 | % | 257,221.127 | |||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 11.96 | % | 95,347.332 | 797,264.640 | ||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 7.64 | % | 60,881.082 | |||||||||||||
50
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| R | HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT | ATTN: UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 | 67.48 | % | 837,078.837 | 1,240,403.568 | ||||||||||||
| R | RELIANCE TRUST CO FBO MASSMUTUAL OMNIBUS PLL/SMF | PO BOX 48529 ATLANTA GA 30362-1529 | 7.59 | % | 94,089.235 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 27.86 | % | 53,964.943 | 193,732.202 | ||||||||||||
| Y | CHARLES SCHWAB & CO INC EXCLUSIVE BENEFIT OF ITS CUST | ATTN: MUTUAL FUND DEPT 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 23.10 | % | 44,746.448 | |||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 19.81 | % | 38,371.429 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 11.29 | % | 21,864.328 | |||||||||||||
| Pioneer Equity Income Fund | A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 6.13 | % | 1,587,841.055 | 25,918,333.204 | |||||||||||
| A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 5.49 | % | 1,422,219.964 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 97JH7 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 15.74 | % | 757,113.605 | 4,811,498.317 | ||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 12.68 | % | 610,112.254 | |||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 9.56 | % | 460,192.650 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 8.08 | % | 388,980.630 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 7.90 | % | 379,981.638 | |||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 5.72 | % | 275,399.342 | |||||||||||||
| K | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ONE ORANGE WAY B3N WINDSOR CT 06095-4773 | 40.86 | % | 710,859.049 | 1,739,729.350 | ||||||||||||
51
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| K | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 39.04 | % | 679,261.648 | |||||||||||||
| K | VOYA INSTITUTIONAL TRUST COMPANY TRUSTEE AGREEMENT AND AETNA 403(B) (7) CUSTODIAL ACCT3-26-97 TRUSTEE FOR THOMAS J BOTTICELLI DTD4-22-9 | PO BOX 990065 HARTFORD CT 06199-0065 | 5.22 | % | 90,865.715 | |||||||||||||
| K | CHARLES SCHWAB & CO INC | ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 5.15 | % | 89,558.283 | |||||||||||||
| R | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ONE ORANGE WAY B3N WINDSOR CT 06095-4773 | 40.23 | % | 1,151,565.918 | 2,862,181.375 | ||||||||||||
| R | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 18.43 | % | 527,474.182 | |||||||||||||
| R | SAMMONS FINANCIAL NETWORK LLC | 4546 CORPORATE DR STE 100 WDM IA 50266-5911 | 14.96 | % | 428,246.917 | |||||||||||||
| Y | CHARLES SCHWAB & CO, INC SPECIAL CUSTODY ACCOUNT FOR THE BENEFIT OF CUSTOMERS | ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 15.20 | % | 3,825,083.176 | 25,171,039.779 | ||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 10.58 | % | 2,663,160.457 | |||||||||||||
| Y | VOYA INSTITUTIONAL TRUST COMPANY TRUSTEE AGREEMENT AND AETNA 403(B) CUSTODIAL ACCT 3/26/97 TRUSTEE FOR THOMAS J BOTTICELLI DTD 04/22/1996 | PO BOX 990065 HARTFORD CT 06199-0065 | 9.85 | % | 2,480,254.294 | |||||||||||||
| Y | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 9.53 | % | 2,399,547.136 | |||||||||||||
| Y | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ONE ORANGE WAY B3N WINDSOR CT 06095-4773 | 9.36 | % | 2,356,508.010 | |||||||||||||
| Y | AMERICAN UNITED LIFE AUL AMERICAN UNIT INVESTMENT TRUST | ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 5.09 | % | 1,282,228.981 | |||||||||||||
52
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Pioneer Fund | A | N/A | 150,678,890.670 | |||||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 97KS3 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 29.92 | % | 1,226,632.010 | 4,100,131.355 | ||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 5.28 | % | 216,620.894 | |||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 5.10 | % | 209,094.892 | |||||||||||||
| R | HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT | ATTN: UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 | 45.73 | % | 803,136.889 | 1,756,285.219 | ||||||||||||
| R | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ONE ORANGE WAY B3N WINDSOR CT 06095-4773 | 25.33 | % | 444,864.485 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 17.73 | % | 669,856.467 | 3,778,515.216 | ||||||||||||
| Y | BROWN BROTHERS HARRIMAN & CO AS CUSTODIAN | ATTN INVESTMENT FUNDS GLOBAL DISTRIBUTION CENTER 525 WASHINGTON BLVD JERSEY CITY NJ 07310-1606 | 13.12 | % | 495,572.880 | |||||||||||||
| Y | CHARLES SCHWAB & CO, INC SPECIAL CUSTODY ACCOUNT FOR THE BENEFIT OF CUSTOMERS | ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 11.14 | % | 421,074.156 | |||||||||||||
| Y | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ONE ORANGE WAY B3N WINDSOR CT 06095-4773 | 8.29 | % | 313,251.534 | |||||||||||||
| Y | VOYA INSTITUTIONAL TRUST COMPANY TRUSTEE AGREEMENT AND AETNA 403(B) CUSTODIAL ACCT 3/26/97 TRUSTEE FOR THOMAS J BOTTICELLI DTD 04/22/1996 | PO BOX 990065 HARTFORD CT 06199-0065 | 7.42 | % | 280,458.150 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 7.08 | % | 267,629.165 | |||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 6.34 | % | 239,439.691 | |||||||||||||
53
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Pioneer High Yield Fund | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 8.44 | % | 4,757,231.969 | 56,355,710.087 | |||||||||||
| A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 8.20 | % | 4,620,371.485 | |||||||||||||
| A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 7.76 | % | 4,375,134.041 | |||||||||||||
| A | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 9EKL5 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 5.77 | % | 3,249,245.532 | |||||||||||||
| A | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 5.61 | % | 3,159,300.534 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 9EKL7 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 19.40 | % | 4,927,355.186 | 25,394,952.447 | ||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 16.82 | % | 4,270,475.687 | |||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 12.94 | % | 3,287,205.317 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 6.52 | % | 1,656,610.592 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 6.12 | % | 1,555,316.157 | |||||||||||||
| C | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 5.91 | % | 1,500,994.453 | |||||||||||||
| C | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 5.44 | % | 1,381,309.650 | |||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 5.31 | % | 1,347,409.234 | |||||||||||||
| R | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ONE ORANGE WAY B3N WINDSOR CT 06095-4773 | 29.09 | % | 779,557.886 | 2,679,619.300 | ||||||||||||
| R | HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT | ATTN: UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 | 23.18 | % | 621,138.691 | |||||||||||||
54
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| R | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 13.23 | % | 354,459.385 | |||||||||||||
| R | SAMMONS FINANCIAL NETWORK LLC | 4546 CORPORATE DR STE 100 WDM IA 50266-5911 | 9.21 | % | 246,800.944 | |||||||||||||
| R | RELIANCE TRUST CO FBO MASSMUTUAL OMNIBUS PLL/SMF | PO BOX 48529 ATLANTA GA 30362-1529 | 5.85 | % | 156,739.099 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 32.11 | % | 7,394,698.531 | 23,026,017.533 | ||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 18.33 | % | 4,220,064.834 | |||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 8.22 | % | 1,892,344.710 | |||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 6.92 | % | 1,592,966.023 | |||||||||||||
| Pioneer Solutions - Balanced Fund | A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 6.57 | % | 664,916.728 | 10,121,809.654 | |||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 13.46 | % | 688,979.399 | 5,119,980.974 | ||||||||||||
| R | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 41.76 | % | 1,017.230 | 2,435.962 | ||||||||||||
| R | PIONEER INVESTMENT MANAGEMENT USA INC | ATTN CORPORATE ACCOUNTING 60 STATE ST BOSTON MA 02109-1800 | 32.22 | % | 784.929 | |||||||||||||
| R | A/C CHERYL E GOODWIN PIM TTEE FBO COVENANT HEALTH NETWORK PSRP | 4610 W WHISPERING WIND DR GLENDALE AZ 85310-3042 | 26.02 | % | 633.803 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 42.40 | % | 32,074.587 | 75,654.194 | ||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 26.64 | % | 20,153.073 | |||||||||||||
55
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 12.20 | % | 9,227.719 | |||||||||||||
| Y | STIFEL NICOLAUS & CO INC EXCLUSIVE BENEFIT OF CUSTOMERS | 501 N BROADWAY SAINT LOUIS MO 63102-2188 | 8.10 | % | 6,129.924 | |||||||||||||
| Pioneer Solutions - Conservative Fund | A | N/A | 4,231,763.754 | |||||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 10.20 | % | 156,170.679 | 1,530,481.520 | ||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 7.67 | % | 117,395.093 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 5.98 | % | 91,501.694 | |||||||||||||
| R | PIONEER INVESTMENT MANAGEMENT USA INC | ATTN CORPORATE ACCOUNTING 60 STATE ST BOSTON MA 02109-1800 | 100.00 | % | 851.789 | 851.789 | ||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 49.23 | % | 5,558.420 | 11,290.441 | ||||||||||||
| Y | STIFEL NICOLAUS & CO INC EXCLUSIVE BENEFIT OF CUSTOMERS | 501 N BROADWAY SAINT LOUIS MO 63102-2188 | 22.40 | % | 2,529.195 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 18.45 | % | 2,082.701 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 9.92 | % | 1,120.125 | |||||||||||||
| Pioneer Solutions - Growth Fund | A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 6.25 | % | 1,167,572.309 | 18,669,282.157 | |||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 15.76 | % | 910,351.301 | 5,776,351.762 | ||||||||||||
| R | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 67.36 | % | 1,497.945 | 2,223.634 | ||||||||||||
| R | PIONEER INVESTMENT MANAGEMENT USA INC | ATTN CORPORATE ACCOUNTING 60 STATE ST BOSTON MA 02109-1800 | 32.64 | % | 725.689 | |||||||||||||
56
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 23.96 | % | 21,972.821 | 91,714.647 | ||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 20.40 | % | 18,712.309 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 20.11 | % | 18,442.592 | |||||||||||||
| Y | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 16.50 | % | 15,135.660 | |||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 10.43 | % | 9,562.603 | |||||||||||||
| Y | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 7.79 | % | 7,141.960 | |||||||||||||
| Pioneer Mid Cap Value Fund | A | N/A | 34,509,693.124 | |||||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 10.51 | % | 334,701.062 | 3,185,730.078 | ||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 10.46 | % | 333,181.024 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS MUTUAL FUND ADMINISTRATION 97JL3 | 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 9.97 | % | 317,757.370 | |||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 7.85 | % | 250,119.706 | |||||||||||||
| C | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 7.06 | % | 224,782.225 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 6.05 | % | 192,706.582 | |||||||||||||
| K | BROWN BROTHERS HARRIMAN AND COMPANY AS CUSTODIAN | 525 WASHINGTON BLVD JERSEY CITY NJ 07310-1606 | 69.86 | % | 779,974.000 | 1,116,507.000 | ||||||||||||
57
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| K | BROWN BROTHERS HARRIMAN AND COMPANY AS CUSTODIAN | 525 WASHINGTON BLVD JERSEY CITY NJ 07310-1606 | 26.79 | % | 299,074.000 | |||||||||||||
| R | HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT | ATTN: UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 | 45.70 | % | 295,152.717 | 645,916.783 | ||||||||||||
| R | VOYA INSTITUTIONAL TRUST COMPANY TRUSTEE AGREEMENT AND AETNA 403(B) CUSTODIAL ACCT 3/26/97 TRUSTEE FOR THOMAS J BOTTICELLI DTD 04/22/1996 | PO BOX 990065 HARTFORD CT 06199-0065 | 7.98 | % | 51,534.553 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 12.36 | % | 174,867.959 | 1,415,094.968 | ||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 11.85 | % | 167,738.898 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 11.85 | % | 167,664.432 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 11.50 | % | 162,785.047 | |||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484 | 8.27 | % | 117,048.748 | |||||||||||||
| Y | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 6.80 | % | 96,284.692 | |||||||||||||
| Y | ATTN NPIO TRADE DESK DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS | 711 HIGH ST DES MOINES IA 50392-0001 | 6.18 | % | 87,488.971 | |||||||||||||
| Y | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ONE ORANGE WAY B3N WINDSOR CT 06095-4773 | 5.06 | % | 71,578.377 | |||||||||||||
| Pioneer U.S. Government Money Market Fund | A | BNY MELLON DISTRIBUTORS INC PRIMERICA FINANCIAL SERVICES | 760 MOORE RD KING OF PRUSSIA PA19406-1212 | 5.39 | % | 13,099,470.872 | 243,011,312.527 | |||||||||||
| Y | PIONEER FUNDS DISTRIBUTOR INC | ATTN CORPORATE ACCOUNTING 60 STATE STREET 13TH FL BOSTON MA 02109-1800 | 51.22 | % | 33,000,000.000 | 64,426,825.405 | ||||||||||||
58
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484 | 48.27 | % | 31,101,859.964 | |||||||||||||
| Pioneer Real Estate Shares | A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 6.73 | % | 249,590.637 | 3,711,347.467 | |||||||||||
| A | BNY MELLON DISTRIBUTORS INC PRIMERICA FINANCIAL SERVICES | 760 MOORE RD KING OF PRUSSIA PA 19406-1212 | 5.24 | % | 194,365.594 | |||||||||||||
| A | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 11.11 | % | 57,154.863 | |||||||||||||
| A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 8.91 | % | 45,858.284 | |||||||||||||
| A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 6.05 | % | 31,113.603 | |||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 11.11 | % | 57,154.863 | 514,481.187 | ||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 8.91 | % | 45,858.284 | |||||||||||||
| C | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 6.05 | % | 31,113.603 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 25.16 | % | 258,274.393 | 1,026,571.322 | ||||||||||||
| Y | FIFTH THIRD BANK TTEE FBO MIDWESTONE BANK | 5001 KINGSLEY DR DEPT 3385 CINCINNATI OH 45227-1114 | 15.61 | % | 160,205.784 | |||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 13.20 | % | 135,553.638 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 10.28 | % | 105,490.412 | |||||||||||||
| Y | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 6.86 | % | 70,404.325 | |||||||||||||
| PioneerAMT-Free Municipal Fund | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 7.37 | % | 3,534,627.178 | 47,985,971.024 | |||||||||||
59
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| A | EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS | 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 | 6.21 | % | 2,981,137.400 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 19.39 | % | 812,735.458 | 4,190,620.441 | ||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 18.34 | % | 768,646.680 | |||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 17.57 | % | 736,223.301 | |||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 9.81 | % | 410,898.359 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 8.56 | % | 358,905.387 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 7.01 | % | 293,689.338 | |||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 70.61 | % | 23,777,977.796 | 33,676,055.479 | ||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 8.00 | % | 2,693,294.298 | |||||||||||||
| Pioneer Select Mid Cap Growth Fund | A | N/A | 26,587,023.604 | |||||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 17.91 | % | 378,380.462 | 2,112,885.743 | ||||||||||||
| C | CHARLES SCHWAB & CO INC EXCLUSIVE BENEFIT OF ITS CUST | ATTN: MUTUAL FUND DEPT 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 7.84 | % | 165,576.513 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 6.79 | % | 143,451.008 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 6.13 | % | 129,578.232 | |||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 5.30 | % | 112,028.170 | |||||||||||||
60
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| K | PIMS/PRUDENTIAL RETIREMENT AS NOMINEE FOR THE TTEE/CUST PL REPSOL USA 401 (K) PLAN | 2455 TECHNOLOGY FOREST BLVD THE WOODLANDS TX 77381-5205 | 49.28 | % | 184,320.555 | 374,018.457 | ||||||||||||
| K | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 22.30 | % | 83,391.636 | |||||||||||||
| K | SAXON & CO. FBO VI OMNIBUS ACCOUNT VICA | P O BOX 77780-1888 PHILADELPHIA PA 19182-0001 | 12.57 | % | 47,007.714 | |||||||||||||
| K | CHARLES SCHWAB & CO INC | ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 5.94 | % | 22,211.619 | |||||||||||||
| R | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 71.17 | % | 773,900.774 | 1,087,441.992 | ||||||||||||
| R | ATTN NPIO TRADE DESK DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS | 711 HIGH ST DES MOINES IA 50392-0001 | 10.97 | % | 119,343.371 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 43.02 | % | 2,535,160.065 | 5,893,069.594 | ||||||||||||
| Y | C/O FASCORE LLC WELLS FARGO BNK NA FBO WELLSPAN RSP | 8515 E ORCHARD RD 2T2 GREENWOOD VLG CO 80111-5002 | 10.42 | % | 614,043.029 | |||||||||||||
| Y | NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING | P O BOX 182029 COLUMBUS OH 43218-2029 | 9.65 | % | 568,632.219 | |||||||||||||
| Pioneer Disciplined Value Fund | A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 10.64 | % | 2,119,651.502 | 19,913,182.812 | |||||||||||
| A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 6.93 | % | 1,379,008.494 | |||||||||||||
| A | EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS | 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 | 5.16 | % | 1,027,428.775 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 18.27 | % | 1,365,738.994 | 7,473,778.478 | ||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 13.02 | % | 973,018.303 | |||||||||||||
61
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| C | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 8.72 | % | 652,010.128 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 8.45 | % | 631,426.963 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 7.81 | % | 583,561.571 | |||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 7.78 | % | 581,433.329 | |||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 5.46 | % | 407,782.061 | |||||||||||||
| C | LPL FINANCIAL—OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 5.24 | % | 391,466.539 | |||||||||||||
| R | HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT | ATTN: UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 | 30.34 | % | 245,527.556 | 809,157.428 | ||||||||||||
| R | STATE STREET BANK & TRUST CO FBO ADP/MS DW ALLIANCE MORGAN STANLEY SMITH BARNEY | 1 LINCOLN ST ATTN: DCS BOSTON MA 02111-2900 | 5.30 | % | 42,888.502 | |||||||||||||
| Y | BROWN BROTHERS HARRIMAN & CO AS CUSTODIAN | 140 BROADWAY NEW YORK NY 10005-1108 | 18.61 | % | 1,708,557.000 | 9,180,162.352 | ||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 18.48 | % | 1,696,191.250 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 12.31 | % | 1,129,675.479 | |||||||||||||
| Y | BROWN BROTHERS HARRIMAN & CO AS CUSTODIAN | 140 BROADWAY NEW YORK NY 10005-1108 | 7.03 | % | 645,082.000 | |||||||||||||
| Y | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | 1295 STATE ST SPRINGFIELD MA 01111-0001 | 6.82 | % | 626,495.571 | |||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 6.64 | % | 609,657.122 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 5.95 | % | 546,519.378 | |||||||||||||
62
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Pioneer Classic Balanced Fund | A | EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS | 12555 MANCHESTER RD SAINT LOUIS MO 63131-3729 | 8.12 | % | 1,548,654.889 | 19,065,665.353 | |||||||||||
| A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 7.97 | % | 1,518,781.407 | |||||||||||||
| A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 6.84 | % | 1,303,923.307 | |||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 13.37 | % | 688,605.710 | 5,151,079.940 | ||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 11.45 | % | 589,606.384 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 8.72 | % | 449,277.682 | |||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 5.17 | % | 266,100.512 | |||||||||||||
| K | PIONEER INVESTMENT MANAGEMENT USA INC | ATTN CORPORATE ACCOUNTING 60 STATE ST BOSTON MA 02109-1800 | 100.00 | % | 11,222.238 | 11,222.238 | ||||||||||||
| R | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 85.67 | % | 2,575,312.634 | 3,006,055.754 | ||||||||||||
| R | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 14.27 | % | 428,931.469 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 25.65 | % | 936,767.976 | 3,651,999.446 | ||||||||||||
| Y | ASCENSUS TRUST COMPANY FBO WARRIOR TRACTOR & EQUIPMENT 401(K) | PO BOX 10758 FARGO ND 58106-0758 | 17.34 | % | 633,383.285 | |||||||||||||
63
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Y | ATTN DC PLAN ADMIN MSN-1-G MERCER TRUST CO CUST FBO REGIONS FINANCIAL CORPORATION SUPPLEMENTAL 401K PLAN | 1 INVESTORS WAY NORWOOD MA 02062-1599 | 10.10 | % | 368,895.631 | |||||||||||||
| Y | ASCENSUS TRUST COMPANY FBO MORRIS & DICKSON CO., LTD 401(K) | PO BOX 10758 FARGO ND 58106-0758 | 5.02 | % | 183,323.749 | |||||||||||||
| Pioneer Multi-Asset Income Fund | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 18.97 | % | 3,756,036.806 | 19,799,970.951 | |||||||||||
| A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 14.24 | % | 2,820,001.803 | |||||||||||||
| A | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 9.94 | % | 1,967,597.119 | |||||||||||||
| A | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 7.00 | % | 1,386,574.244 | |||||||||||||
| A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 6.99 | % | 1,384,083.616 | |||||||||||||
| A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 6.99 | % | 1,383,096.413 | |||||||||||||
| A | STIFEL NICOLAUS & CO INC EXCLUSIVE BENEFIT OF CUSTOMERS | 501 N BROADWAY SAINT LOUIS MO 63102-2188 | 5.61 | % | 1,111,123.391 | |||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 25.55 | % | 6,719,723.129 | 26,295,899.168 | ||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 17.45 | % | 4,588,244.460 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 13.86 | % | 3,643,777.086 | |||||||||||||
| C | STIFEL NICOLAUS & CO INC EXCLUSIVE BENEFIT OF CUSTOMERS | 501 N BROADWAY SAINT LOUIS MO 63102-2188 | 8.41 | % | 2,212,728.816 | |||||||||||||
64
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| C | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 6.23 | % | 1,639,108.300 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 6.13 | % | 1,612,931.943 | |||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 5.53 | % | 1,454,341.727 | |||||||||||||
| K | GREAT-WEST TRUST COMPANY LLC TTEE EMPLOYEE BENEFITS CLIENTS 401K-F | 8515 E ORCHARD RD 2T2 GREENWOOD VLG CO80111-5002 | 100.00 | % | 46,400.376 | 46,400.376 | ||||||||||||
| R | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 81.47 | % | 120,947.491 | 148,458.716 | ||||||||||||
| R | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 11.80 | % | 17,519.027 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 24.85 | % | 5,049,896.816 | 20,317,839.991 | ||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 19.14 | % | 3,888,046.790 | |||||||||||||
| Y | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 13.13 | % | 2,668,285.976 | |||||||||||||
| Y | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 9.79 | % | 1,988,776.040 | |||||||||||||
| Y | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 8.74 | % | 1,775,794.129 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 8.53 | % | 1,733,378.758 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 6.35 | % | 1,289,445.100 | |||||||||||||
| Pioneer Global Equity Fund | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 5.45 | % | 274,375.348 | 5,032,249.151 | |||||||||||
65
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 7.94 | % | 68,095.252 | 857,583.576 | ||||||||||||
| C | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 5.87 | % | 50,372.197 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 5.27 | % | 45,156.848 | |||||||||||||
| K | BROWN BROTHERS HARRIMAN AND COMPANY AS CUSTODIAN | 525 WASHINGTON BLVD JERSEY CITY NJ 07310-1606 | 66.66 | % | 2,510,481.000 | 3,766,247.000 | ||||||||||||
| K | BROWN BROTHERS HARRIMAN AND COMPANY AS CUSTODIAN | 525 WASHINGTON BLVD JERSEY CITY NJ 07310-1606 | 28.95 | % | 1,090,384.000 | |||||||||||||
| R | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 100.00 | % | 1,202,027.159 | 1,202,027.159 | ||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 29.76 | % | 150,900.756 | 507,042.970 | ||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 16.45 | % | 83,416.381 | |||||||||||||
| Y | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 10.70 | % | 54,274.689 | |||||||||||||
| Y | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 9.91 | % | 50,232.608 | |||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 8.43 | % | 42,748.961 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 6.74 | % | 34,188.248 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 5.57 | % | 28,250.932 | |||||||||||||
66
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Pioneer High Income Municipal Fund | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 15.90 | % | 5,590,876.998 | 35,170,758.738 | |||||||||||
| A | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 14.12 | % | 4,964,621.219 | |||||||||||||
| A | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 11.51 | % | 4,048,414.347 | |||||||||||||
| A | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 9.09 | % | 3,196,165.219 | |||||||||||||
| A | RBC CAPITAL MARKETS LLC MUTUAL FUND OMNIBUS PROCESSING OMNIBUS | ATTN MUTUAL FUND OPS MANAGER 60 SOUTH SIXTHSTREET-P08 MINNEAPOLIS MN 55402-4413 | 7.63 | % | 2,683,212.115 | |||||||||||||
| A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 7.18 | % | 2,526,339.018 | |||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 19.34 | % | 3,904,546.094 | 20,186,948.043 | ||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 16.95 | % | 3,422,365.146 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 16.05 | % | 3,239,068.634 | |||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 15.72 | % | 3,173,732.108 | |||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 9.93 | % | 2,004,669.034 | |||||||||||||
| C | STIFEL NICOLAUS & CO INC EXCLUSIVE BENEFIT OF CUSTOMERS | 501 N BROADWAY SAINT LOUIS MO 63102-2188 | 5.32 | % | 1,073,220.877 | |||||||||||||
| C | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 5.09 | % | 1,026,965.886 | |||||||||||||
67
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 36.99 | % | 8,507,155.455 | 23,001,139.637 | ||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 21.40 | % | 4,923,128.099 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 11.74 | % | 2,700,248.031 | |||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 11.27 | % | 2,592,453.776 | |||||||||||||
| Pioneer Floating Rate Fund | A | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 25.32 | % | 7,520,305.593 | 29,696,764.373 | |||||||||||
| A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 19.63 | % | 5,830,224.715 | |||||||||||||
| A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 10.74 | % | 3,190,118.798 | |||||||||||||
| A | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 6.44 | % | 1,912,451.747 | |||||||||||||
| A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 5.23 | % | 1,553,738.420 | |||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 31.50 | % | 4,045,152.664 | 12,840,699.786 | ||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 10.77 | % | 1,383,321.984 | |||||||||||||
| C | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 7.28 | % | 934,877.690 | |||||||||||||
68
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| C | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 7.03 | % | 902,521.494 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 6.68 | % | 857,644.748 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 6.21 | % | 797,425.751 | |||||||||||||
| K | BROWN BROTHERS HARRIMAN AND COMPANY AS CUSTODIAN | 525 WASHINGTON BLVD JERSEY CITY NJ 07310-1606 | 100.00 | % | 34,709.000 | 34,709.000 | ||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 49.10 | % | 39,310,018.664 | 80,060,125.624 | ||||||||||||
| Y | CHARLES SCHWAB & CO INC EXCLUSIVE BENEFIT OF ITS CUST | ATTN: MUTUAL FUND DEPT 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 11.86 | % | 9,492,804.040 | |||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 9.41 | % | 7,533,428.426 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 8.53 | % | 6,831,483.050 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 5.14 | % | 4,117,638.089 | |||||||||||||
| Pioneer Flexible Opportunities Fund | A | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 12.61 | % | 1,462,037.781 | 11,593,484.033 | |||||||||||
| A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 11.55 | % | 1,339,150.226 | |||||||||||||
| A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 10.92 | % | 1,265,993.502 | |||||||||||||
| A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 10.20 | % | 1,182,485.609 | |||||||||||||
| A | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 9.81 | % | 1,137,306.757 | |||||||||||||
69
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 8.67 | % | 1,004,678.848 | |||||||||||||
| A | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 5.60 | % | 648,741.744 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 21.77 | % | 2,900,852.384 | 13,324,707.138 | ||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 14.15 | % | 1,884,804.342 | |||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 11.98 | % | 1,596,571.492 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 10.44 | % | 1,391,743.797 | |||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 8.49 | % | 1,131,811.862 | |||||||||||||
| C | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 5.98 | % | 797,329.418 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 5.04 | % | 671,198.606 | |||||||||||||
| C | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 5.01 | % | 667,832.709 | |||||||||||||
| R | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 77.60 | % | 16,849.408 | 21,713.039 | ||||||||||||
| R | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 22.40 | % | 4,863.631 | |||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 16.17 | % | 4,263,645.268 | 26,369,128.942 | ||||||||||||
70
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 15.09 | % | 3,977,942.046 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 13.14 | % | 3,463,736.946 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 9.48 | % | 2,500,280.022 | |||||||||||||
| Y | PIMS/PRUDENTIAL RETIREMENT AS NOMINEE FOR THE TTEE/CUST PL HARTFORD HEALTHCARE 401(K) | SYSTEM SUPPORT OFFICE 389 JOHN DOWNEY DR NEW BRITAIN CT 06051-2924 | 8.33 | % | 2,195,451.352 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 8.30 | % | 2,188,596.702 | |||||||||||||
| Y | PIMS/PRUDENTIAL RETIREMENT AS NOMINEE FOR THE TTEE/CUST PL HARTFORD HEALTHCARE | 181 PATRICIA M GENOVA DR STE 4 NEWINGTON CT 06111-1545 | 7.16 | % | 1,889,065.326 | |||||||||||||
| Pioneer Global High Yield Fund | A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 15.13 | % | 3,270,361.470 | 21,608,910.044 | |||||||||||
| A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 13.13 | % | 2,838,263.743 | |||||||||||||
| A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 8.27 | % | 1,787,620.162 | |||||||||||||
| A | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 7.87 | % | 1,700,855.276 | |||||||||||||
| A | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 5.98 | % | 1,292,066.238 | |||||||||||||
| A | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 5.47 | % | 1,182,560.427 | |||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 18.13 | % | 3,518,489.445 | 19,404,551.373 | ||||||||||||
71
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS MUTUAL FUND ADMINISTRATION | 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 15.60 | % | 3,026,276.375 | |||||||||||||
| C | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 11.41 | % | 2,214,868.828 | |||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 10.16 | % | 1,971,004.683 | |||||||||||||
| C | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 8.21 | % | 1,593,605.462 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 7.81 | % | 1,514,820.380 | |||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 6.63 | % | 1,286,639.886 | |||||||||||||
| C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE BENEFIT OF CUSTOMERS | ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 5.21 | % | 1,011,580.161 | |||||||||||||
| Y | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 23.10 | % | 7,288,203.248 | 31,551,426.909 | ||||||||||||
| Y | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 13.15 | % | 4,147,866.330 | |||||||||||||
| Y | CHARLES SCHWAB & CO INC EXCLUSIVE BENEFIT OF ITS CUST | ATTN: MUTUAL FUND DEPT 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 11.74 | % | 3,702,974.486 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 10.57 | % | 3,336,289.143 | |||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 9.66 | % | 3,049,116.438 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 6.03 | % | 1,902,278.433 | |||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 5.90 | % | 1,861,658.459 | |||||||||||||
| Y | TD AMERITRADE INC FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS | PO BOX 2226 OMAHA NE 68103-2226 | 5.22 | % | 1,646,630.839 | |||||||||||||
72
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Pioneer Global Multisector Income Fund | A | PIONEER INVESTMENT MANAGEMENT USA INC | ATTN CORPORATE ACCOUNTING 60 STATE ST BOSTON MA 02109-1800 | 46.48 | % | 1,081,124.483 | 2,326,004.182 | |||||||||||
| A | PATTERSON & CO FBO KNOX COUNTY ASSET ACCUM PLAN | 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-1076 | 22.88 | % | 532,173.582 | |||||||||||||
| C | PIONEER INVESTMENT MANAGEMENT USA INC | ATTN CORPORATE ACCOUNTING 60 STATE ST BOSTON MA 02109-1800 | 68.34 | % | 622,490.208 | 910,829.069 | ||||||||||||
| Y | PIONEER INVESTMENT MANAGEMENT USA INC | ATTN CORPORATE ACCOUNTING 60 STATE ST BOSTON MA 02109-1800 | 65.43 | % | 1,095,573.274 | 1,674,425.291 | ||||||||||||
| Y | BROWN BROTHERS HARRIMAN AND COMPANY AS CUSTODIAN | 525 WASHINGTON BLVD JERSEY CITY NJ 07310-1606 | 18.43 | % | 308,605.891 | |||||||||||||
| Y | BROWN BROTHERS HARRIMAN AND COMPAN AS CUSTODIAN | 525 WASHINGTON BLVD JERSEY CITY NJ 07310-1606 | 6.94 | % | 116,159.862 | |||||||||||||
| Pioneer International Equity Fund | A | N/A | 3,333,759.796 | |||||||||||||||
| C | N/A | 540,171.310 | ||||||||||||||||
| Y | BROWN BROTHERS HARRIMAN & CO AS CUST | 525 WASHINGTON BLVD JERSEY CITY NJ 07310-1606 | 61.43 | % | 2,336,636.241 | 3,804,036.023 | ||||||||||||
| Y | BROWN BROTHERS HARRIMAN & CO AS CUST | 525 WASHINGTON BLVD JERSEY CITY NJ 07310-1606 | 31.23 | % | 1,188,148.382 | |||||||||||||
| Pioneer Dynamic Credit Fund | A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 20.78 | % | 799,227.371 | 3,846,258.269 | |||||||||||
| A | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 17.62 | % | 677,804.884 | |||||||||||||
| A | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 10.54 | % | 405,467.266 | |||||||||||||
| A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 7.79 | % | 299,546.197 | |||||||||||||
| A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 7.15 | % | 275,000.955 | |||||||||||||
| A | LPL FINANCIAL—OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 6.06 | % | 233,242.236 | |||||||||||||
| A | CHARLES SCHWAB & CO INC EXCLUSIVE BENEFIT OF ITS CUST ATTN: MUTUAL FUND DEPT | 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 5.70 | % | 219,361.688 | |||||||||||||
73
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 19.72 | % | 814,994.983 | 4,133,307.655 | ||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 15.50 | % | 640,823.756 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 13.11 | % | 541,889.479 | |||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 11.50 | % | 475,343.499 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 10.71 | % | 442,496.723 | |||||||||||||
| C | LPL FINANCIAL—OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 10.29 | % | 425,191.819 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 5.32 | % | 220,044.882 | |||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 24.65 | % | 5,164,428.467 | 20,949,343.581 | ||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 17.71 | % | 3,709,522.078 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 11.27 | % | 2,360,970.385 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 10.44 | % | 2,187,548.460 | |||||||||||||
| Y | CHARLES SCHWAB & CO INC EXCLUSIVE BENEFIT OF ITS CUST | ATTN: MUTUAL FUND DEPT 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 8.35 | % | 1,749,695.731 | |||||||||||||
| Y | LPL FINANCIAL—OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 5.66 | % | 1,186,575.902 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 5.12 | % | 1,072,028.021 | |||||||||||||
74
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Pioneer Fundamental Growth Fund | A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 19.30 | % | 11,754,696.185 | 60,909,063.146 | |||||||||||
| A | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 14.19 | % | 8,642,752.359 | |||||||||||||
| A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 7.24 | % | 4,409,114.205 | |||||||||||||
| A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 6.47 | % | 3,941,898.309 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 16.48 | % | 4,041,931.617 | 24,520,164.541 | ||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 14.47 | % | 3,548,548.010 | |||||||||||||
| MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 13.40 | % | 3,285,118.978 | ||||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 12.86 | % | 3,153,472.491 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 5.59 | % | 1,370,134.763 | |||||||||||||
| C | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 5.49 | % | 1,346,446.712 | |||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 5.49 | % | 1,345,847.420 | |||||||||||||
| K | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ONE ORANGE WAY B3N WINDSOR CT 06095-4773 | 14.28 | % | 2,488,192.929 | 17,422,911.980 | ||||||||||||
| K | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 13.13 | % | 2,288,202.048 | |||||||||||||
| K | ATTN NPIO TRADE DESK DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS | 711 HIGH ST DES MOINES IA 50392-0001 | 5.07 | % | 883,982.378 | |||||||||||||
75
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| R | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 43.57 | % | 2,517,268.853 | 5,777,848.157 | ||||||||||||
| R | HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT | ATTN: UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 | 17.50 | % | 1,011,002.342 | |||||||||||||
| R | SAMMONS FINANCIAL NETWORK LLC | 4546 CORPORATE DR STE 100 WDM IA 50266-5911 | 7.33 | % | 423,436.043 | |||||||||||||
| R | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | 1295 STATE ST MIP M200-INVST SPRINGFIELD MA 01111-0002 | 7.14 | % | 412,587.281 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 13.61 | % | 19,940,370.537 | 146,479,016.937 | ||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 9.83 | % | 14,399,325.729 | |||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS MUTUAL FUND ADMINISTRATION | 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 9.50 | % | 13,921,297.154 | |||||||||||||
| Y | CHARLES SCHWAB & CO INC EXCLUSIVE BENEFIT OF ITS CUST | ATTN: MUTUAL FUND DEPT 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 9.23 | % | 13,512,823.273 | |||||||||||||
| Y | LPL FINANCIAL—OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 8.66 | % | 12,685,896.352 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 6.95 | % | 10,178,240.832 | |||||||||||||
| Y | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 6.80 | % | 9,953,465.970 | |||||||||||||
| Pioneer Multi-Asset Ultrashort Income Fund | A | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 38.18 | % | 29,107,767.397 | 76,229,608.706 | |||||||||||
| A | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 11.93 | % | 9,090,967.444 | |||||||||||||
| A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE BENEFIT OF CUSTOMERS | ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 11.38 | % | 8,675,132.119 | |||||||||||||
76
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| A | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 8.11 | % | 6,185,821.035 | |||||||||||||
| A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 5.77 | % | 4,401,856.127 | |||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 45.44 | % | 25,510,210.489 | 56,138,582.723 | ||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 10.68 | % | 5,997,644.046 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 9.07 | % | 5,093,687.814 | |||||||||||||
| C2 | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 52.55 | % | 506,274.753 | 963,484.443 | ||||||||||||
| C2 | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 47.45 | % | 457,209.690 | |||||||||||||
| K | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 47.65 | % | 2,824,006.971 | 5,926,478.653 | ||||||||||||
| K | TEXAS TREASURY SAFEKEEPING TRUST C DTD 10/29/1986 | 208 E 10TH STREET 4TH FLOOR AUSTIN TX 78701-2407 | 42.28 | % | 2,505,835.958 | |||||||||||||
| K | TD AMERITRADE INC FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS | PO BOX 2226 OMAHA NE 68103-2226 | 9.81 | % | 581,409.730 | |||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 40.27 | % | 69,843,836.628 | 173,451,904.978 | ||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 10.48 | % | 18,169,864.440 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 10.24 | % | 17,758,272.768 | |||||||||||||
77
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 9.21 | % | 15,977,152.001 | |||||||||||||
| Y | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 5.54 | % | 9,609,052.668 | |||||||||||||
| Pioneer Core Equity Fund | A | BNY MELLON DISTRIBUTORS INC PRIMERICA FINANCIAL SERVICES | 760 MOORE RD KING OF PRUSSIA PA 19406-1212 | 28.04 | % | 22,005,311.979 | 78,477,396.775 | |||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 97KS5 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484 | 8.68 | % | 71,217.404 | 820,492.485 | ||||||||||||
| C | LPL FINANCIAL —OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 7.79 | % | 63,927.623 | |||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484 | 33.77 | % | 833,195.224 | 2,467,400.588 | ||||||||||||
| Y | BROWN BROTHERS HARRIMAN & CO AS CUSTODIAN | ATTN INVESTMENT FUNDS GLOBAL DISTRIBUTION CENTER 525 WASHINGTON BLVD JERSEY CITY NJ 07310-1606 | 28.77 | % | 709,759.020 | |||||||||||||
| Y | BROWN BROTHERS HARRIMAN & CO AS CUSTODIAN | ATTN INVESTMENT FUNDS GLOBAL DISTRIBUTION CENTER 525 WASHINGTON BLVD JERSEY CITY NJ 07310-1606 | 10.68 | % | 263,416.161 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 6.68 | % | 164,710.464 | |||||||||||||
| Pioneer Disciplined Growth Fund | A | N/A | 59,966,477.702 | |||||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 6.45 | % | 84,426.672 | 1,308,928.090 | ||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484 | 5.65 | % | 73,963.680 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 68.37 | % | 1,752,556.243 | 2,563,477.000 | ||||||||||||
78
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 6.90 | % | 176,778.366 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 6.58 | % | 168,779.238 | |||||||||||||
| Pioneer Short Term Income Fund | A | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 15.16 | % | 2,748,060.247 | 18,125,423.040 | |||||||||||
| A | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 11.18 | % | 2,026,457.786 | |||||||||||||
| A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 10.39 | % | 1,883,726.686 | |||||||||||||
| A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 8.37 | % | 1,517,899.137 | |||||||||||||
| A | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 7.59 | % | 1,375,337.392 | |||||||||||||
| A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 7.10 | % | 1,286,141.639 | |||||||||||||
| A | CHARLES SCHWAB & CO INC EXCLUSIVE BENEFIT OF ITS CUST | ATTN: MUTUAL FUND DEPT 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 6.18 | % | 1,119,542.288 | |||||||||||||
| A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 5.27 | % | 954,933.656 | |||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 24.35 | % | 2,166,679.985 | 8,898,664.198 | ||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 18.06 | % | 1,606,709.968 | |||||||||||||
| C | LPL FINANCIAL—OMNIBUS CUSTOMER ACCOUNT— | ATTN: MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 12.22 | % | 1,087,436.363 | |||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 7.13 | % | 634,263.137 | |||||||||||||
79
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 6.20 | % | 551,579.784 | |||||||||||||
| C | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 5.07 | % | 451,496.890 | |||||||||||||
| C2 | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 58.27 | % | 170,764.927 | 293,072.713 | ||||||||||||
| C2 | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 41.73 | % | 122,307.786 | |||||||||||||
| K | MAC & CO A/C ATTN MUTUAL FUND OPS | 500 GRANT STREET ROOM151-1010 PITTSBURGH PA 15219-2502 | 54.51 | % | 887,095.801 | 1,627,521.279 | ||||||||||||
| K | MAC & CO A/C ATTN MUTUAL FUND OPS | 500 GRANT STREET ROOM151-1010 PITTSBURGH PA 15219-2502 | 38.52 | % | 626,959.248 | |||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 21.38 | % | 6,440,495.587 | 30,127,006.742 | ||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 19.14 | % | 5,767,742.528 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 9.62 | % | 2,897,300.879 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 9.45 | % | 2,847,158.671 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 9.12 | % | 2,747,142.115 | |||||||||||||
| Y | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 6.47 | % | 1,949,988.038 | |||||||||||||
| Y | CHARLES SCHWAB & CO, INC SPECIAL CUSTODY ACCOUNT FOR THE BENEFIT OF CUSTOMERS | ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 5.42 | % | 1,634,190.821 | |||||||||||||
| Y | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 5.34 | % | 1,608,264.485 | |||||||||||||
80
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| Pioneer Strategic Income Fund | A | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 10.89 | % | 12,206,583.983 | 112,095,949.778 | |||||||||||
| A | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 10.59 | % | 11,872,874.545 | |||||||||||||
| A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE BENEFIT OF CUSTOMERS | ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 10.53 | % | 11,805,357.681 | |||||||||||||
| A | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 9EGB7 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 9.57 | % | 10,727,322.014 | |||||||||||||
| A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 5.17 | % | 5,798,660.304 | |||||||||||||
| C | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 9EGB9 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 26.27 | % | 20,563,247.098 | 78,284,285.691 | ||||||||||||
| C | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 14.87 | % | 11,640,091.419 | |||||||||||||
| C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 12.02 | % | 9,409,935.907 | |||||||||||||
| C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT | 880 CARILLON PKWY ST PETERSBURG FL 33716-1102 | 10.99 | % | 8,602,440.595 | |||||||||||||
| C | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 7.84 | % | 6,139,760.743 | |||||||||||||
| C | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 5.82 | % | 4,558,846.681 | |||||||||||||
| K | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 15.59 | % | 4,598,651.932 | 29,505,455.662 | ||||||||||||
| K | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ONE ORANGE WAY B3N WINDSOR CT 06095-4773 | 13.11 | % | 3,868,399.984 | |||||||||||||
| K | ATTN NPIO TRADE DESK DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS | 711 HIGH ST DES MOINES IA 50392-0001 | 8.53 | % | 2,516,090.920 | |||||||||||||
81
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| K | WABANK & CO FBO WABANK & CO | PO BOX 648 WAUKESHA WI 53187-0648 | 6.87 | % | 2,027,735.236 | |||||||||||||
| K | MAC & CO A/C ATTN MUTUAL FUND OPS | 500 GRANT STREET ROOM151-1010 PITTSBURGH PA 15219-2502 | 6.55 | % | 1,932,262.817 | |||||||||||||
| K | MAC & CO A/C ATTN MUTUAL FUND OPS | 500 GRANT STREET ROOM151-1010 PITTSBURGH PA 15219-2502 | 5.43 | % | 1,602,747.332 | |||||||||||||
| R | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ONE ORANGE WAY B3N WINDSOR CT 06095-4773 | 26.26 | % | 5,493,792.503 | 20,921,181.319 | ||||||||||||
| R | HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT | ATTN: UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 | 24.69 | % | 5,164,725.249 | |||||||||||||
| R | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 24.15 | % | 5,052,772.205 | |||||||||||||
| R | SAMMONS FINANCIAL NETWORK LLC | 4546 CORPORATE DR STE 100 WDM IA 50266-5911 | 7.03 | % | 1,470,896.859 | |||||||||||||
| Y | MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | MUTUAL FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2ND FLOOR JACKSONVILLE FL 32246-6484 | 18.03 | % | 55,717,581.070 | 309,056,914.611 | ||||||||||||
| Y | PERSHING LLC | 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 12.61 | % | 38,973,120.406 | |||||||||||||
| Y | MORGAN STANLEY SMITH BARNEY | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311 | 10.77 | % | 33,287,486.777 | |||||||||||||
| Y | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE BENEFIT OF CUSTOMERS | ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 10.25 | % | 31,674,929.860 | |||||||||||||
| Y | UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI | 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 10.19 | % | 31,493,087.915 | |||||||||||||
| Y | NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS | 499 WASHINGTON BLVD ATTN MUTUAL FUNDS DEPT 4TH FLOOR JERSEY CITY NJ 07310-1995 | 9.49 | % | 29,332,570.655 | |||||||||||||
| Y | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 8.40 | % | 25,945,801.669 | |||||||||||||
| Pioneer U.S. Corporate High Yield Fund | A | PIONEER INVESTMENT MANAGEMENT USA INC | ATTN CORPORATE ACCOUNTING 60 STATE ST BOSTON MA 02109-1800 | 100.00 | % | 200,769.986 | 200,769.986 | |||||||||||
82
| Fund | Class | 5% Ownership | Total Number of Shares in Class | |||||||||||||||
| Name | Address | Percent of Class Owned | Number of Shares Owned | |||||||||||||||
| C | PIONEER INVESTMENT MANAGEMENT USA INC | ATTN CORPORATE ACCOUNTING 60 STATE ST BOSTON MA 02109-1800 | 100.00 | % | 100,323.783 | 100,323.783 | ||||||||||||
| Y | PIONEER INVESTMENT MANAGEMENT USA INC | ATTN CORPORATE ACCOUNTING 60 STATE ST BOSTON MA 02109-1800 | 100.00 | % | 200,810.647 | 200,810.647 | ||||||||||||
| Closed-End Interval Fund | ||||||||||||||||||
| Pioneer ILS Interval Fund | Common Shares | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS | ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901 | 46.68 | % | 11,408,917.480 | 24,440,691.994 | |||||||||||
| Closed-End Funds | ||||||||||||||||||
| Pioneer Diversified High Income Trust | Common Shares | CEDE & CO (FAST ACCOUNT) | PO BOX 20 BOWLING GREEN STATION NEW YORK, NY 10004-1408 | 99.97 | % | 8,331,732.000 | 8,333,969.000 | |||||||||||
| Pioneer Floating Rate Trust | Common Shares | CEDE & CO (FAST ACCOUNT) | P O BOX 20 BOWLING GREEN STATION NEW YORK, NY 10004-1408 | 99.99 | % | 24,738,083.000 | 24,740,035.000 | |||||||||||
| Pioneer High Income Trust | Common Shares | CEDE & CO (FAST ACCOUNT) | P O BOX 20 BOWLING GREEN STATION NEW YORK, NY 10004-1408 | 99.78 | % | 29,178,965.000 | 29,244,405.000 | |||||||||||
| Pioneer Municipal High Income Advantage Trust | Common Shares | CEDE & CO (FAST ACCOUNT) | P O BOX 20 BOWLING GREEN STATION NEW YORK, NY 10004-1408 | 99.87 | % | 23,874,839.000 | 23,905,737.000 | |||||||||||
| Preferred Shares— Series A | CROSS POINT CAPITAL, LLC | 6230 FAIRVIEW ROAD SUITE 210 CHARLOTTE, NC 28244 | 100.00 | % | 3,000.000 | 3,000.000 | ||||||||||||
| Preferred Shares— Series B | CROSS POINT CAPITAL, LLC | 6230 FAIRVIEW ROAD SUITE 210 CHARLOTTE, NC 28244 | 100.00 | % | 3,000.000 | 3,000.000 | ||||||||||||
| Pioneer Municipal High Income Trust | Common Shares | CEDE & CO (FAST ACCOUNT) | P O BOX 20 BOWLING GREEN STATION NEW YORK, NY 10004-1408 | 99.95 | % | 22,762,684.000 | 22,775,187.000 | |||||||||||
| Preferred Shares— Series A | CROSS POINT CAPITAL, LLC | 6230 FAIRVIEW ROAD SUITE 210 CHARLOTTE, NC 28244 | 100.00 | % | 2,000.000 | 2,000.000 | ||||||||||||
| Preferred Shares— Series B | CROSS POINT CAPITAL, LLC | 6230 FAIRVIEW ROAD SUITE 210 CHARLOTTE, NC 28244 | 100.00 | % | 2,040.000 | 2,040.000 | ||||||||||||
83
SUBMISSION OF SHAREHOLDER PROPOSALS
Open-End Funds and Pioneer Interval Fund:
The Funds do not hold annual meetings of shareholders. A shareholder proposal intended to be presented at a future special meeting of shareholders of a Fund must be received at the offices of the Fund, 60 State Street, Boston, Massachusetts 02109, at a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement.
Closed-End Funds:
Under Rule 14a-8 of the Exchange Act (relating to shareholder proposals), any shareholder proposal that may properly be includedfiscal year ended November 30, 2016, there were 46 U.S.
registered investment portfolios in the Fund’s proxy statement for the 2017 annual meeting, must be received by the Secretary of the Fund at the Fund’s principalPioneer Funds.
Investment adviser and administrator
Amundi Pioneer (the "Adviser"), whose executive offices are located at 60 State
Street, Boston, Massachusetts 02109, serves as investment adviser and
administrator to each fund.
Amundi Pioneer is an indirect wholly owned subsidiary of Amundi and Amundi's
wholly owned subsidiary, Amundi USA, Inc. Amundi, one of the world's largest
asset managers, is headquartered in Paris, France. As of June 30, 2017, Amundi
had more than $1.5 trillion in assets under management worldwide. As of
June 30, 2017, Amundi Pioneer (and its U.S. affiliates) had over $74 billion
in assets under management.
31
least 120 calendar days priorthe
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 anniversarysuccessful negotiation of the datenew
financing, the satisfaction of mailingcertain notice and regulatory requirements, and
the closing conditions of the Fund’s proxy statement fornew financing. Specific information related to
the 2016 annual meeting, or on or before April 6, 2017. A proposal that is notredemption process and timeframes will be released by the funds separately.
The Adviser expects the redemptions to be included in a Fund’s proxy statement may be made at the 2017 annual meeting for such Fund only if it is receivedcompleted by the Secretaryend of 2017.
After the Fund at the Fund’s principal offices at 60 State Street, Boston, Massachusetts 02109 not more than 120 days and at least 90 days before the anniversary date of the mailing of the Fund’s proxy materialsrefinancing is completed, each fund will continue to employ financial
leverage for the 2016 annual meeting provided, however, that in the event that the date of the mailing of the notice for the 2017 annual meeting for a Fund is advanced or delayed by more than thirty (30) days from the anniversary date of the mailing of the notice for the 2016 annual meeting, notice by a shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for the 2017 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 2017 annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for the 2017 meeting is first made by the fund. Each Fund’s By-laws require that certain information must be provided by the shareholder to the Fund when notice of a nominee for election as a Trustee or proposal is submitted to the Fund. Timely submission of a proposalinvestment purposes. The Adviser does not guarantee that such proposal will be included in a proxy statement.
Eachexpect the refinancing
to reduce either fund's leverage outstanding.
Required vote
In accordance with the Agreement and Declaration of Trust for each of Pioneer
Diversified High Income Trust, Pioneer Floating Rate Trust and Pioneer High
Income Trust, the affirmative vote of a plurality of the Common Shares of the
fund present in person or by proxy at the meeting at which a quorum exists 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.
In accordance with the Agreement and Declaration of Trust for each of Pioneer
Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust,
currently expectthe holders of Common Shares and Preferred Shares of each fund will vote on the
respective nominees designated to holdbe elected by such class of shares.
. Mr. Friedman, Ms. Graham and Mr. Taubes are the next annual shareholders’ meeting on or about September 19, 2017, which date is subject to change. Shareholder proposals are subject to certain regulations undercurrent 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 federal securities laws.
84
SHAREHOLDER COMMUNICATIONS
Shareholders who wish to communicate withgreatest number
32
Board or any individualCommon and Preferred Shares, voting as a single class,
for Class II Trustee should write their Fund to the attention of Christopher J. Kelley, Secretary, 60 State Street, Boston, Massachusetts 02109. The letter should indicate that you are a Fund shareholder. If the communication is intended for a specific Trusteeeach of Pioneer Municipal High Income Trust and
so indicates, itPioneer Municipal High Income Advantage Trust will be sent onlyelected to that Trustee. If a communication does not indicate a specific Trustee it will be sent to the chair of the Nominating Committee and the outside counsel to the Independent Trustees for further distribution as deemed appropriate by such persons. Shareholders with complaints or concerns regarding accounting matters may address letters to the Fund’s Chief Compliance Officer (“CCO”), 60 State Street, Boston, Massachusetts 02109. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis.
85
EXPENSES OF PROXY
The total costs of preparing, printing and mailing the enclosed proxy, accompanying notice and this Joint Proxy Statement and costs in connection with the solicitation of proxies will be borne by the Adviser. These costs are estimated at approximately $4,100,000.00. Solicitation may be made by letter or telephone by officers or employees of the Adviser, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Adviser will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Joint Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. The Funds have retained Computershare Fund Services, a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that Computershare Fund Services will be paid approximately $990,000.00 for such solicitation services (plus reimbursements of out-of-pocket expenses), to be borne by the Adviser. Computershare Fund Services may solicit proxies personally and by telephone.
86
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Each Fund’s
Board of Trustees including allof such fund.
Recommendation
For the reasons set forth above, the Trustees of your fund unanimously
recommend that shareholders vote FOR each of Mr. Friedman, Ms. Graham and
Mr. Taubes.
AUDITOR INFORMATION
Prior to July 3, 2017, 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 result of the Independent Trustees, withTransaction, the approvalAdviser became an indirect,
wholly-owned subsidiary of Amundi. Amundi is controlled by Credit Agricole S.A.
Amundi is headquartered in Paris, France, and, recommendationas of the Audit Committee, selectedJune 30, 2017, Amundi had
more than $1.5 trillion in assets under management worldwide.
Deloitte & Touche LLP, to serve as theeach fund's previous independent registered public
accounting firm, forinformed the Fund’s most recently completed fiscal year, as well as for the current fiscal year. In connection with the Board’s selection, Deloitte & Touche LLP, in accordance with Independence Standards Board Standard No. 1 (ISB No. 1), confirmed to each Audit Committee that it was an independent registered public accounting firm with respect to the Funds.
Deloitte & Touche LLP has informedand the Board that it willwould no
longer be independent with respect to the Fundsfunds upon the completion of the
Transaction as a result of certain services being provided to Amundi and Credit
Agricole, and, accordingly, that it intendsintended to resign as the Funds’each fund's
independent registered public accounting firm upon the completion of the
Transaction. The Board will engage a new independent registered public accounting firm forDeloitte & Touche LLP's resignation was effective on July 3, 2017,
when the Funds upon the completion of the Transaction.
Transaction was completed.
During the periods thatas to which Deloitte & Touche LLP has served as each Fund’sfund's
independent registered public accounting firm, including each Fund’sfund's two most
recent fiscal years preceding the fiscal year ended June 30, 2017, Deloitte &
Touche LLP’sLLP's reports on each Fund’sfund'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 RegulationS-K under the Securities
Exchange Act of 1934.
Part II, Section 12
Effective immediately following the completion of this Joint Proxy Statement sets forth forthe Transaction on July 3,
2017, the Board, acting upon the recommendation of the Audit Committee, with
respect to each Fund, engaged a new independent registered public accounting
firm, Ernst & Young LLP ("EY"), for the fund's 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
years,years. All of these services were pre-approved by the Audit Committee of
each fund pursuant to Regulation S-X.
34
Audit-related fees
The following are aggregate fees billed for assurance and related services by
Deloitte & Touche LLP to each fund that are related to agreed upon procedures
related to the ratings of each fund's Preferred Shares (if any) for the two
most recent fiscal years. All of these services were approved by the Fund’sAudit
Committee of each fund pursuant to Regulation S-X.
Tax fees
The following are aggregate fees billed for professional services, primarily
for tax returns, rendered by Deloitte & Touche LLP for tax compliance, tax
advice and tax planning to each fund for the two most recent fiscal years. All
of these services were pre-approved by the Audit Committee of each fund
pursuant to Regulation S-X.
35
All other fees
There were no fees billed for other services rendered by Deloitte & Touche LLP
to the funds.
Affiliates' Fees for Non-Audit Services Required to be Pre-Approved
Each fund's Audit Committee is required to pre-approve services to affiliates
as defined by SEC rules to the extent that the services relate directly to the
operations or financial reporting of the fund. Affiliates include the fund's
investment adviser and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the fund
(hereinafter referred to as "affiliates" of the fund). For the fiscal years
ended March 31, 2017 and 2016, for Pioneer High Income Trust and Pioneer
Municipal High Income Advantage Trust, there were no services provided to an
affiliate that required the fund's Audit Committee pre-approval. For the fiscal
years ended April 30, 2017 and 2016, for Pioneer Diversified High Income Trust
and Pioneer Municipal High Income Trust, there were no services provided to an
affiliate that required the fund's Audit Committee pre-approval. For the fiscal
years ended November 30, 2016 and 2015, for Pioneer Floating Rate Trust, there
were no services provided to an affiliate that required the fund's Audit
Committee pre-approval.
General Audit Committee Approval Policy
. For all projects, each of the officers of the funds and the funds'
independent registered public accounting firm(s) for all auditfirm will make an assessment to
determine that any proposed projects will not impair independence.
. Potential services will be classified into the four non-restricted
service categories and non-auditthe "Approval of Audit, Audit-Related, Tax and
Other Services" Policy will be applied. Any services outside the
specific pre-approved service subcategories set forth above must
specifically be approved by the Audit Committee.
36
directly toby the Fund. The fee informationindependent registered public accounting firm as set forth in Part II, Section 12 is presented under the
following captions:
above policy.
The charter of each Audit Committee requires that the Audit Committee shall
approve (a) all audit and non-audit services to be provided to each Fundfund and
(b) all non-audit services to be provided by each Fund’sthe fund's independent auditorspublic
accounting firm to the AdviserAmundi Pioneer and any entity controlling, controlled by or
under common control with the investment adviser that provides ongoing services
to the Fund (“fund ("Covered Service Providers”Providers") if the engagement relates directly to
the operations and financial reporting of the Fund.fund. The Audit Committee may
delegate, to the extent permitted by law, pre-approvedpre-approval responsibilities to one
or more members of the Audit Committee who shall report to the full audit committee.Audit
Committee.
No Audit Committee may approve non-audit services that the audit committeeAudit Committee
believes may impair the independence of the independent registered public
accounting firms.firm. Permissible non-audit services include any professional
services (including tax services) that are not prohibited services as described
below provided to a Fundthe fund by the independent registered public accounting
firms,firm, other than those provided to a Fundfund in connection with an audit or a
review of the financial statements of the Fund.fund. Permissible non-audit services
may not include (a) bookkeeping or other services related to the accounting
records or financial statements of a Fund;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.
87
Pre-approval by the Audit Committee of any permissible non-audit services is
not required so long as: (a) the aggregate amount of all such permissible
non-audit services provided to a Fund, the Adviserfund, Amundi Pioneer and any Covered Service
Provider constitutes not more than 5% of the total amount of revenues paid to
the independent registered public accounting firmsfirm during the fiscal year in
which the permissible non-audit services are provided to (i) a Fund,the fund,
(ii) the AdviserAmundi Pioneer 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
a Fundthe 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.
For each Fund’s two most recent fiscal years, there were no services rendered by Deloitte & Touche LLP to the Funds for which the preapproval requirement was waived.
37
following table sets forthaggregate non-audit fees billed by Deloitte & Touche LLP for services
rendered to the Trustseach fund and the Adviser or any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Trusts for the Trusts’ two most recent fiscal years.
| Non-Audit Fees | ||||||||||||
| Fund | Fiscal Year Ended | Most Recent Fiscal Year ($) | Prior Fiscal Year ($) | |||||||||
Open-End Funds | ||||||||||||
Pioneer Bond Fund | 6/30/16 | 8,778 | 8,750 | |||||||||
Pioneer Emerging Markets Fund | 11/30/16 | 8,778 | 8,750 | |||||||||
Pioneer Equity Income Fund | 10/31/16 | 8,778 | 8,750 | |||||||||
Pioneer Fund | 12/31/16 | 7,128 | 7,100 | |||||||||
Pioneer High Yield Fund | 10/31/16 | 8,778 | 8,750 | |||||||||
Pioneer Solutions - Balanced Fund | 7/31/16 | 5,628 | 5,600 | |||||||||
Pioneer Solutions - Conservative Fund | 7/31/16 | 5,628 | 5,600 | |||||||||
Pioneer Solutions - Growth Fund | 7/31/16 | 5,628 | 5,600 | |||||||||
Pioneer Mid Cap Value Fund | 10/31/16 | 8,778 | 8,750 | |||||||||
Pioneer U.S. Government Money Market Fund | 12/31/16 | 5,628 | 5,600 | |||||||||
Pioneer Real Estate Shares | 12/31/16 | 5,628 | 5,600 | |||||||||
Pioneer AMT-Free Municipal Fund | 12/31/16 | 5,628 | 5,600 | |||||||||
Pioneer Select Mid Cap Growth Fund | 11/30/16 | 7,128 | 7,100 | |||||||||
Pioneer Disciplined Value Fund | 8/31/16 | 7,128 | 7,100 | |||||||||
Pioneer Classic Balanced Fund | 7/31/16 | 8,778 | 8,750 | |||||||||
Pioneer Multi-Asset Income Fund | 7/31/16 | 8,778 | 8,750 | |||||||||
Pioneer Global Equity Fund | 8/31/16 | 8,778 | 8,750 | |||||||||
Pioneer High Income Municipal Fund | 8/31/16 | 7,128 | 7,100 | |||||||||
Pioneer Floating Rate Fund | 10/31/16 | 8,778 | 8,750 | |||||||||
Pioneer Flexible Opportunities Fund | 10/31/16 | 8,778 | 8,750 | |||||||||
Pioneer Global High Yield Fund | 10/31/16 | 8,778 | 8,750 | |||||||||
Pioneer Global Multisector Income Fund | 10/31/16 | 8,778 | 8,750 | |||||||||
Pioneer International Equity Fund | 11/30/16 | 7,128 | 7,100 | |||||||||
Pioneer Dynamic Credit Fund | 3/31/16 | 7,100 | 7,100 | |||||||||
Pioneer Fundamental Growth Fund | 3/31/16 | 7,100 | 7,100 | |||||||||
Pioneer Multi-Asset Ultrashort Income Fund | 3/31/16 | 8,750 | 8,750 | |||||||||
88
| Non-Audit Fees | ||||||||||||
| Fund | Fiscal Year Ended | Most Recent Fiscal Year ($) | Prior Fiscal Year ($) | |||||||||
Pioneer Core Equity Fund | 12/31/16 | 5,628 | 5,600 | |||||||||
Pioneer Disciplined Growth Fund | 8/31/16 | 7,128 | 7,100 | |||||||||
Pioneer Short Term Income Fund | 8/31/16 | 7,128 | 7,100 | |||||||||
Pioneer Strategic Income Fund | 9/30/16 | 8,778 | 8,750 | |||||||||
Pioneer U.S. Corporate High Yield Fund* | — | 0 | 0 | |||||||||
Closed-End Interval Fund | ||||||||||||
Pioneer ILS Interval Fund | 10/31/16 | 8,778 | 8,750 | |||||||||
Closed-End Funds | ||||||||||||
Pioneer Diversified High Income Trust | 4/30/16 | 9,876 | 9,876 | |||||||||
Pioneer Floating Rate Trust | 11/30/16 | 9,904 | 9,876 | |||||||||
Pioneer High Income Trust | 3/31/16 | 9,876 | 9,876 | |||||||||
Pioneer Municipal High Income Advantage Trust | 3/31/16 | 9,876 | 9,876 | |||||||||
Pioneer Municipal High Income Trust | 4/30/16 | 9,876 | 9,876 | |||||||||
The Audit Committee of the Board of each Fundfund has considered whether the
provision of services, other than audit services, by Deloitte & Touche LLP to
each Fundfund and its affiliates is compatible with maintaining Deloitte & Touche
LLP’sLLP's independence in performing audit services.
Representatives of Deloitte & Touche LLP will be available at the shareholder 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.
89
SECTION
38
AUDIT FEES, AUDIT RELATED FEES, TAX FEES AND ALL OTHER FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
2017, the following Common and Preferred Shares of beneficial interest were outstanding for each fund:
Audit Fees2017 annual meeting, or on or
before April 9, 2018. A proposal that is not to be included in a fund's proxy
statement may be made at the 2018 annual meeting for such fund only if it is
received by the Secretary of the fund at the fund's principal offices at 60
State Street, Boston, Massachusetts 02109 not more than 120 days and Audit Related Fees
| Audit Fees | Audit Related Fees | |||||||||||||||||||
| Fund | Fiscal Year Ended | Most Recent Fiscal Year ($) | Prior Fiscal Year ($) | Most Recent Fiscal Year ($) | Prior Fiscal Year ($) | |||||||||||||||
Open-End Funds | ||||||||||||||||||||
Pioneer Bond Fund | 6/30/16 | 62,185 | 56,422 | 0 | 0 | |||||||||||||||
Pioneer Emerging Markets Fund | 11/30/16 | 35,554 | 35,516 | 0 | 0 | |||||||||||||||
Pioneer Equity Income Fund | 10/31/16 | 25,538 | 25,500 | 0 | 0 | |||||||||||||||
Pioneer Fund | 12/31/16 | 25,539 | 25,501 | 0 | 0 | |||||||||||||||
Pioneer High Yield Fund | 10/31/16 | 53,457 | 50,566 | 0 | 0 | |||||||||||||||
Pioneer Solutions - Balanced Fund | 7/31/16 | 33,975 | 19,237 | 0 | 0 | |||||||||||||||
Pioneer Solutions - Conservative Fund | 7/31/16 | 34,375 | 19,237 | 0 | 0 | |||||||||||||||
Pioneer Solutions - Growth Fund | 7/31/16 | 38,311 | 23,773 | 0 | 0 | |||||||||||||||
Pioneer Mid Cap Value Fund | 10/31/16 | 25,064 | 25,026 | 0 | 0 | |||||||||||||||
Pioneer U.S. Government Money Market Fund | 12/31/16 | 29,336 | 29,298 | 0 | 0 | |||||||||||||||
Pioneer Real Estate Shares | 12/31/16 | 24,590 | 24,552 | 0 | 0 | |||||||||||||||
Pioneer AMT-Free Municipal Fund | 12/31/16 | 40,362 | 37,471 | 0 | 0 | |||||||||||||||
Pioneer Select Mid Cap Growth Fund | 11/30/16 | 24,115 | 24,077 | 0 | 0 | |||||||||||||||
Pioneer Disciplined Value Fund | 8/31/16 | 24,115 | 24,077 | 0 | 0 | |||||||||||||||
Pioneer Classic Balanced Fund | 7/31/16 | 43,132 | 40,241 | 0 | 0 | |||||||||||||||
Pioneer Multi-Asset Income Fund | 7/31/16 | 48,825 | 45,934 | 0 | 0 | |||||||||||||||
Pioneer Global Equity Fund | 8/31/16 | 30,852 | 30,814 | 0 | 0 | |||||||||||||||
Pioneer High Income Municipal Fund | 8/31/16 | 42,269 | 39,378 | 0 | 0 | |||||||||||||||
Pioneer Floating Rate Fund | 10/31/16 | 69,494 | 66,603 | 0 | 0 | |||||||||||||||
Pioneer Flexible Opportunities Fund | 10/31/16 | 65,165 | 50,274 | 0 | 0 | |||||||||||||||
Pioneer Global High Yield Fund | 10/31/16 | 57,253 | 54,362 | 0 | 0 | |||||||||||||||
Pioneer Global Multisector Income Fund | 10/31/16 | 50,136 | 47,245 | 0 | 0 | |||||||||||||||
Pioneer International Equity Fund | 11/30/16 | 31,327 | 31,289 | 0 | 0 | |||||||||||||||
Pioneer Dynamic Credit Fund | 3/31/16 | 48,961 | 42,701 | 0 | 0 | |||||||||||||||
Pioneer Fundamental Growth Fund | 3/31/16 | 25,501 | 25,241 | 0 | 0 | |||||||||||||||
Pioneer Multi-Asset Ultrashort Income Fund | 3/31/16 | 48,012 | 41,752 | 0 | 0 | |||||||||||||||
Pioneer Core Equity Fund | 12/31/16 | 23,167 | 23,129 | 0 | 0 | |||||||||||||||
at least 90
| Audit Fees | Audit Related Fees | |||||||||||||||||||
| Fund | Fiscal Year Ended | Most Recent Fiscal Year ($) | Prior Fiscal Year ($) | Most Recent Fiscal Year ($) | Prior Fiscal Year ($) | |||||||||||||||
Pioneer Disciplined Growth Fund | 8/31/16 | 24,115 | 24,077 | 0 | 0 | |||||||||||||||
Pioneer Short Term Income Fund | 8/31/16 | 47,962 | 45,071 | 0 | 0 | |||||||||||||||
Pioneer Strategic Income Fund | 9/30/16 | 93,917 | 91,026 | 0 | 0 | |||||||||||||||
Pioneer U.S. Corporate High Yield Fund* | — | 0 | 0 | 0 | 0 | |||||||||||||||
Closed-End Interval Fund | ||||||||||||||||||||
Pioneer ILS Interval Fund | 10/31/16 | 118,400 | 115,509 | 0 | 0 | |||||||||||||||
Closed-End Funds | ||||||||||||||||||||
Pioneer Diversified High Income Trust | 4/30/16 | 51,063 | 40,803 | 0 | 0 | |||||||||||||||
Pioneer Floating Rate Trust | 11/30/16 | 76,738 | 76,700 | 0 | 0 | |||||||||||||||
Pioneer High Income Trust | 3/31/16 | 47,063 | 40,803 | 0 | 0 | |||||||||||||||
Pioneer Municipal High Income Advantage Trust | 3/31/16 | 45,823 | 40,803 | 0 | 0 | |||||||||||||||
Pioneer Municipal High Income Trust | 4/30/16 | 48,643 | 40,803 | 0 | 0 | |||||||||||||||
91
Tax Fees days before the anniversary date of the mailing of the fund's proxy
materials for the 2017 annual meeting provided, however, that in the event that
the date of the mailing of the notice for the 2018 annual meeting for a fund is
advanced or delayed by more than thirty (30) days from the
40
Other Fees
| Tax Fees | All Other Fees | |||||||||||||||||||
| Fund | Fiscal Year Ended | Most Recent Fiscal Year ($) | Prior Fiscal Year ($) | Most Recent Fiscal Year ($) | Prior Fiscal Year ($) | |||||||||||||||
Open-End Funds | ||||||||||||||||||||
Pioneer Bond Fund | 6/30/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer Emerging Markets Fund | 11/30/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer Equity Income Fund | 10/31/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer Fund | 12/31/16 | 7,128 | 7,100 | 0 | 0 | |||||||||||||||
Pioneer High Yield Fund | 10/31/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer Solutions - Balanced Fund | 7/31/16 | 5,628 | 5,600 | 0 | 0 | |||||||||||||||
Pioneer Solutions - Conservative Fund | 7/31/16 | 5,628 | 5,600 | 0 | 0 | |||||||||||||||
Pioneer Solutions - Growth Fund | 7/31/16 | 5,628 | 5,600 | 0 | 0 | |||||||||||||||
Pioneer Mid Cap Value Fund | 10/31/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer U.S. Government Money Market Fund | 12/31/16 | 5,628 | 5,600 | 0 | 0 | |||||||||||||||
Pioneer Real Estate Shares | 12/31/16 | 5,628 | 5,600 | 0 | 0 | |||||||||||||||
Pioneer AMT-Free Municipal Fund | 12/31/16 | 5,628 | 5,600 | 0 | 0 | |||||||||||||||
Pioneer Select Mid Cap Growth Fund | 11/30/16 | 7,128 | 7,100 | 0 | 0 | |||||||||||||||
Pioneer Disciplined Value Fund | 8/31/16 | 7,128 | 7,100 | 0 | 0 | |||||||||||||||
Pioneer Classic Balanced Fund | 7/31/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer Multi-Asset Income Fund | 7/31/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer Global Equity Fund | 8/31/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer High Income Municipal Fund | 8/31/16 | 7,128 | 7,100 | 0 | 0 | |||||||||||||||
Pioneer Floating Rate Fund | 10/31/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer Flexible Opportunities Fund | 10/31/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer Global High Yield Fund | 10/31/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer Global Multisector Income Fund | 10/31/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer International Equity Fund | 11/30/16 | 7,128 | 7,100 | 0 | 0 | |||||||||||||||
Pioneer Dynamic Credit Fund | 3/31/16 | 7,100 | 7,100 | 0 | 0 | |||||||||||||||
Pioneer Fundamental Growth Fund | 3/31/16 | 7,100 | 7,100 | 0 | 0 | |||||||||||||||
Pioneer Multi-Asset Ultrashort Income Fund | 3/31/16 | 8,750 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer Core Equity Fund | 12/31/16 | 5,628 | 5,600 | 0 | 0 | |||||||||||||||
Pioneer Disciplined Growth Fund | 8/31/16 | 7,128 | 7,100 | 0 | 0 | |||||||||||||||
Pioneer Short Term Income Fund | 8/31/16 | 7,128 | 7,100 | 0 | 0 | |||||||||||||||
Pioneer Strategic Income Fund | 9/30/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Pioneer U.S. Corporate High Yield Fund* | — | 0 | 0 | 0 | 0 | |||||||||||||||
92
| Tax Fees | All Other Fees | |||||||||||||||||||
| Fund | Fiscal Year Ended | Most Recent Fiscal Year ($) | Prior Fiscal Year ($) | Most Recent Fiscal Year ($) | Prior Fiscal Year ($) | |||||||||||||||
Closed-End Interval Fund | ||||||||||||||||||||
Pioneer ILS Interval Fund | 10/31/16 | 8,778 | 8,750 | 0 | 0 | |||||||||||||||
Closed-End Funds | ||||||||||||||||||||
Pioneer Diversified High Income Trust | 4/30/16 | 9,876 | 9,876 | 0 | 0 | |||||||||||||||
Pioneer Floating Rate Trust | 11/30/16 | 9,904 | 9,876 | 0 | 0 | |||||||||||||||
Pioneer High Income Trust | 3/31/16 | 9,876 | 9,876 | 0 | 0 | |||||||||||||||
Pioneer Municipal High Income Advantage Trust | 3/31/16 | 9,876 | 9,876 | 0 | 0 | |||||||||||||||
Pioneer Municipal High Income Trust | 4/30/16 | 9,876 | 9,876 | 0 | 0 | |||||||||||||||
93
FORM OF NEW MANAGEMENT AGREEMENT - OPEN-END FUNDS
This MANAGEMENT AGREEMENT (“Agreement”)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 madegiven, the persons named as proxies will vote
the shares represented thereby in favor of Proposal 1, as described above, and
will use their best judgment in connection with the transaction of such other
business as may properly come before the meeting or any adjournment or
postponement thereof.
Only shareholders of record as of this daythe record date are entitled to notice of , by and
between [nameto vote at the meeting.
For each of trust] (the “Trust”), a Delaware statutory trust,Pioneer Diversified High Income Trust, Pioneer Floating Rate Trust
and Pioneer Investment Management, Inc.,High Income Trust: one-third of the outstanding shares of the fund
entitled to vote, present in person or represented by proxy, constitutes a
Delaware corporation (the “Manager”).
WHEREAS,quorum for the transaction of business at the meeting.
For each of Pioneer Municipal High Income Trust and Pioneer Municipal High
Income Advantage Trust: one-third of the outstanding Common and Preferred
Shares of the fund entitled to vote, present in person or represented by proxy,
counted together, constitutes a quorum for the transaction of business at the
meeting.
Abstentions and "broker non-votes" will be treated as present for purposes of
determining a quorum. "Broker non-votes" occur when a broker or nominee holding
shares in "street name" indicates on the proxy card that it does not have
discretionary authority to vote on a proposal and has not received instructions
from the beneficial owner.
41
registeredcalled to order a
quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies that have been received to adjourn the shareholder meeting
to a management investment company underlater date and the Investment Company Actmeeting may be held as adjourned without further
notice. In the event that a quorum is present but sufficient votes in favor of
1940,the proposal have not been received, the persons named as amended (the “1940 Act”);
WHEREAS,proxies may propose
one or more adjournments of the Manager is engaged primarily in rendering investment advisory and management services and is registered as an investment adviser under the Investment Advisers Actshareholder meeting to permit further
solicitation of 1940, as amended;
WHEREAS, the Trust wishes to retain the Manager to provide investment advisory and management services to the Trustproxies with respect to such proposal and the series of the Trust designated in Appendix A annexed hereto (the “Funds”); and
WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
1. The Trust hereby appoints the Manager to act as investment adviser of each Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager shall regularly provide each Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information. The Manager shall determine from time to time what securities and other investments (including, without limitation, repurchase agreements, swap agreements, options, futures and other instruments) will be purchased, retained, sold or exchanged by each Fund and what portion of the assets of the Fund’s portfolio willmeeting may be
held inas adjourned without further notice. Any such adjournment will require the
various securities and other investments in which the Fund invests, and what portion will be held uninvested in cash, and shall implement those decisions (including the executionaffirmative vote of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”) and the 1940 Act, as well as the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of each Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of any Fund inmore than one or more investment companies. The Manager will place orders pursuant to its investment determinations for each Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. Except as described herein, the Manager shall seek overall the best execution available in the selection of brokers or dealers and the placing of orders for each Fund. In assessing the best execution available for any transaction, the Manager may consider factors it deems relevant, including the size and type of the transaction, the nature and character of the markets for the security to be purchased or sold, the execution capabilities and financial condition of the broker or dealer, and the reasonableness of the commission or dealer spread, if any (whether for a specific transaction or on a continuing basis). In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Manager or its affiliates exercise investment discretion. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of each Fund, shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s portfolio securities subject to such direction as the Board may provide, and shall perform such other functions of
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investment management and supervision as may be directed by the Board. Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distributionhalf of the shares of any Fund, nor shall the Manager be deemed to have assumedfund present in
person or have any responsibility with respect to functions specifically assumed by any administrator, transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Trust or a Fund to perform such functions. The Manager may execute on behalf of each Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Manager believes are appropriate or desirable in performing its duties under this Agreement.
(b) Each Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect any transactionproxy on the exchangemotion for adjournment at the accountsession of the Fundmeeting
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
permittedotherwise limited in this regard, any shares present and entitled to vote at
the meeting that are represented by Section 11(a)broker non-votes may, at the discretion of
the Exchange Act and Rule 11a2-2(T) thereunder, and each Fund hereby consents to the retentionproxies named therein, be voted in favor of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
3. Subject to the Board’s approval, the Manager or any Fundan adjournment. A
shareholder vote may enter into contracts withbe taken on one or more investment subadvisers, including without limitation, affiliates of the Manager,proposals in which the Manager delegatesproxy
statement prior to such investment subadvisers any or alladjournment if sufficient votes for its duties specified hereunder, on such terms as the Manager determines to be necessary, desirable or appropriate, provided that in each case such contracts are entered into in accordance withapproval have
been received and meet all applicable requirements of the 1940 Act. The Trust agrees that the Manager shall not be accountable to the Trust or any Fund or any Fund’s shareholders for any loss or other liability relating to specific investments selected by any such subadviser.
4. The Trust shall at all times keep the Manager fully informed with regard to the securities and other investments owned by each Fund, its funds available, or to become available, for investment, and generally as to the condition of its affairs. The Trust shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request. The Manager shall supply the Board and officers of the Trust with such information and reports reasonably required by them and reasonably available to the Manager.
5. (a) Unless maintained by another party on the Fund’s behalf, the Manager shall maintain the books and records with respect to each Fund’s securities and other transactions and keep the Fund’s books of account in accordance with all applicable federal and state laws and regulations. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager hereby agrees that any records that it maintains for each Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Manager further agrees to arrange for the preservation of the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.
(b) The Manager shall furnish, at its expense, all necessary services, facilities, equipment and personnel for performing the Manager’s services under this Agreement. Other than as herein specifically indicated, the Manager shall not be responsible for the Trust’s or any Fund’s ordinary and extraordinary expenses, and the Trust or a Fund shall pay the Trust’s or the Fund’s ordinary and extraordinary expenses. The Manager may agree to provide to the Funds services other than the services that are provided under this Agreement, on such terms as the Manager and the Trust may agree from time to time, and nothing herein shall preclude payment by the Trust or a Fund of compensation to the Manager for any such services rendered pursuant to a written agreement or agreements approved by the Board.
6. From time to time, the Manager shall authorize and permit certain of its directors, officers and employees, who may be elected as Board members or officers of the Trust, to serve in the capacities in which they are elected. The Manager will pay directly or reimburse the Trust for the compensation (if any) of the Trustees who are affiliated persons of the Manager and all officers of the Trust as such, except as the Board may decide.
7. As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, each Fund shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth opposite the Fund’s name on Appendix A annexed hereto, based on the Fund’s average daily net assets oris otherwise as set forth on Appendix A. If this Agreement is terminated with respect to any Fund as of any date not the last day of a month, the fee payable by the Fund shall be paid as promptly as possible after such date of termination and shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect with respect to the Fund subject to apro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in the month.
95
8. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities or other transactions for any Fund, provided that nothing in this Agreement shall protect the Manager against any liability to a Fund to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this paragraph 8, the term “Manager” shall include any affiliates of the Manager performing services for the Trust or any Fund pursuant to this Agreement and the partners, shareholders, directors, officers and employees of the Manager and such affiliates.
9. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Trustee, officer, or employee of the Trust or any Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities or other investments consistent with the investment policies of any Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in such securities or other investmentsappropriate. Such vote will be allocated amongconsidered
final regardless of whether the accounts in a manner deemed equitable by the Manager. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Manager’s policies and procedures as presentedmeeting is adjourned to the Board from time to time.
10. For the purposes of this Agreement, a Fund’s “net assets” equal the value of the Fund’s securities plus any other assets minus its accrued operating expenses and other liabilities, and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, and references to the “1940 Act” shall include any rule, regulation or applicable exemptive order of the Securities and Exchange Commission (the “Commission”) thereunder and interpretive guidance with respect to the 1940 Act by the Commission or its staff.
11. This Agreement will become effective with respect to each Fund on the date first above written or such later date set forth opposite the Fund’s name on Appendix A annexed hereto, provided that it shall have been approved by the Trust’s Board and by the shareholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect for each Fund designated on Appendix A for an initial two year period. Thereafter, if not terminated, this Agreement shall continue in effect with respect to each Fund, so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Trustees who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
12. This Agreement is terminable with respect to any Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Manager, or by the Manager upon not less than 60 days’ written notice to the Trust, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment. This Agreement may be terminated with respect to one or more Funds without affecting the validity of this Agreementpermit additional
solicitation with respect to any other Fund designatedproposal. The meeting may be postponed
prior to the meeting. If the meeting is postponed, the funds will give notice
of the postponed meeting to shareholders.
On any matter submitted to a vote of shareholders each whole share shall be
entitled to one vote as to any matter on Appendix A.
13.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
plurality of the votes cast in person or by proxy at the meeting at which a
quorum exists. Abstentions and "broker non-votes" are not considered "votes
cast" and, therefore, do not constitute a vote "FOR" a proposal. Thus,
abstentions and "broker non-votes" will have no effect on the voting for the
election of Trustees in Proposal 1, because only votes "FOR" are considered in
a plurality voting requirement.
Other business
While the meeting has been called to transact any business that may properly
come before it, the only matters that the Trustees intend to present are those
matters stated in the attached notice of annual meeting of shareholders.
However, if any additional matters properly come before the meeting, and on all
matters incidental to the conduct of the meeting, it is the intention of the
persons named in the enclosed proxy to vote the proxy in accordance with their
judgment on such matters unless instructed to the contrary.
Method of solicitation and expenses
The Manager agreescost 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 forfund. In addition to soliciting
proxies by mail, Amundi Pioneer may,
42
renderedis estimated at approximately $80,000.
Each fund may also arrange to each Fund,have votes recorded by telephone, the internet or
for any claim by itother electronic means. The voting procedures used in connection with services renderedsuch
voting methods are designed to authenticate shareholders' identities, to allow
shareholders to authorize the Fund, it shall look only to assetsvoting of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Trust’s Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually.
14. The Trust agrees that in the event that none of the Manager or any of its affiliates acts as an investment adviser to a Fund, the name of the Fund will be changed to one that does not contain the name “Pioneer” or otherwise suggest an affiliation with the Manager.
15. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement with respect to any Fund shall be effective until approved, if so required by the 1940 Act, by vote of the holders of a majority of that Fund’s outstanding voting securities.
96
16. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.
17. This Agreement shall be construed and the provisions hereof interpreted under andshares in accordance with the laws of The Commonwealth of Massachusetts.
18. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute onetheir
instructions and the same instrument.
[signature page to follow]
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IN WITNESS WHEREOF, the parties heretoconfirm that their instructions have caused this Agreement to be executed by their officers thereunto duly authorized.
[NAME OF TRUST]
By:
Name:
Title:
PIONEER INVESTMENT MANAGEMENT, INC.
By:
Name:
Title:
98
Appendix A
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99
FORM OF NEW MANAGEMENT AGREEMENT - CLOSED-END FUNDS
This MANAGEMENT AGREEMENT (“Agreement”) is made as of this day of , by and between [name of trust] (the “Trust”), a Delaware statutory trust, and Pioneer Investment Management, Inc., a Delaware corporation (the “Manager”).
WHEREAS, the Trust is registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Manager is engaged primarily in rendering investment advisory and management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended;
WHEREAS, the Trust wishes to retain the Manager to provide investment advisory and management services to the Trust with respect to the series of the Trust designated [name of series] (the “Fund”); and
WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
1. The Trust hereby appoints the Manager to act as investment adviser of the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments consistent with the Fund’s investment objectives, policies and restrictions, as each shall be from time to time in effect. The Manager shall determine from time to time what securities and other investments (including, without limitation, repurchase agreements, swap agreements, options, futures and other instruments) will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and what portion will be held uninvested in cash, and shall implement those decisions (including the execution of investment documentation), allbeen properly
recorded. If these procedures were subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”) and the 1940 Act, as well as the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Manager will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. Except as described herein, the Manager shall seek overall the best execution available in the selection of brokers or dealers and the placing of orders for the Fund. In assessing the best execution available for any transaction, the Manager may consider factors it deems relevant, including the size and type of the transaction, the nature and character of the markets for the security to be purchased or sold, the execution capabilities and financial condition of the broker or dealer, and the reasonableness of the commission or dealer spread, if any (whether for a specific transaction or on a continuing basis). In connection with the selection ofsuccessful legal challenge,
such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealervotes would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Manager or its affiliates exercise investment discretion. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s portfolio securities subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as
100
may be directed by the Board. Notwithstanding the foregoing, the Manager shall not be deemed to have assumedcounted at the shareholder meeting. Each fund is
unaware of any duties with respect to,such challenge at this time. In the case of telephone voting,
shareholders would be called at the phone number the sub-transfer agent,
American Stock Transfer & Trust Company, has in its records for their accounts,
and shall notwould be responsibleasked for the distribution of the shares of the Fund, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any administrator, transfer agent, fund accounting agent, custodian, shareholder servicing agenttheir Social Security number or other agent, in each case employed byidentifying
information. The shareholders would then be given an opportunity to authorize
proxies to vote their shares at the Trust or the Fund to perform such functions. The Manager may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Manager believes are appropriate or desirable in performing its duties under this Agreement.
(b) The Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactionsmeeting in accordance with Rule 11a2-2(T)(a)(2)(iv).
3. Subjecttheir
instructions. In the case of automated telephone and internet voting,
shareholders 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
Board’s approval, the Manager or the Fund may enter into contracts with one or more investment subadvisers, including without limitation, affiliatesprincipals of the Manager, in which the Manager delegates to such investment subadvisers any or all its duties specified hereunder, on such terms as the Manager determines to be necessary, desirable or appropriate, provided that in each case such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act. The Trust agrees that the Manager shall not be accountable to the Trust or the Fund or the Fund’s shareholdersaccounts.
August 7, 2017
43
any loss or other liability relating to specific investments selected by any such subadviser.
4. The Trust shall at all times keep the Manager fully informed with regard to the securities and other investments owned by the Fund, its funds available, or to become available,your notes.
44
investment, and generally as to the condition of its affairs. The Trust shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request. The Manager shall supply the Board and officers of the Trust with such information and reports reasonably required by them and reasonably available to the Manager.
5. (a) Unless maintained by another party on the Fund’s behalf, the Manager shall maintain the books and records with respect to the Fund’s securities and other transactions and keep the Fund’s books of account in accordance with all applicable federal and state laws and regulations. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager hereby agrees that any records that it maintainsyour notes.
45
the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Manager further agrees to arrange for the preservation of the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.
(b) The Manager shall furnish, at its expense, all necessary services, facilities, equipment and personnel for performing the Manager’s services under this Agreement. Other than as herein specifically indicated, the Manager shall not be responsible for the Trust’s or the Fund’s ordinary and extraordinary expenses, and the Trust or the Fund shall pay the Trust’s or the Fund’s ordinary and extraordinary expenses. The Manager may agree to provide to the Fund services other than the services that are provided under this Agreement, on such terms as the Manager and the Trust may agree from time to time, and nothing herein shall preclude payment by the Trust or the Fund of compensation to the Manager for any such services rendered pursuant to a written agreement or agreements approved by the Board.
6. From time to time, the Manager shall authorize and permit certain of its directors, officers and employees, who may be elected as Board members or officers of the Trust, to serve in the capacities in which they are elected. The Manager will pay directly or reimburse the Trust for the compensation (if any) of the Trustees who are affiliated persons of the Manager and all officers of the Trust as such, except as the Board may decide.
7. As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, the Fund shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate equal to [ %] of the Fund’s average daily managed assets. “Managed assets” means (a) the total assets of the Fund, including any form of investment leverage, minus (b) all accrued liabilities incurred in the normal course of operations, which shall not include any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, and/or (iii) any other means. The liquidation preference on any preferred shares is not a liability. If this Agreement is terminated as of any date not the last day of a month, the fee payable
101
by the Fund shall be paid as promptly as possible after such date of termination and shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to apro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in the month.
8. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities or other transactions for the Fund, provided that nothing in this Agreement shall protect the Manager against any liability to the Fund to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this paragraph 8, the term “Manager” shall include any affiliates of the Manager performing services for the Trust or the Fund pursuant to this Agreement and the partners, shareholders, directors, officers and employees of the Manager and such affiliates.
9. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Trustee, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities or other investments consistent with the investment policies of the Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in such securities or other investments will be allocated among the accounts in a manner deemed equitable by the Manager. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Manager’s policies and procedures as presented to the Board from time to time.
10. For the purposes of this Agreement, the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, and references to the “1940 Act” shall include any rule, regulation or applicable exemptive order of the Securities and Exchange Commission (the “Commission”) thereunder and interpretive guidance with respect to the 1940 Act by the Commission or its staff.
11. This Agreement will become effective on the date first above written, provided that it shall have been approved by the Trust’s Board and by the shareholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect for an initial two year period. Thereafter, if not terminated, this Agreement shall continue in effect so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Trustees who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
12. This Agreement is terminable without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Manager, or by the Manager upon not less than 60 days’ written notice to the Trust, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment.
13. The Manager agrees that for services rendered to the Fund, or for any claim by it in connection with services rendered to the Fund, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Trust’s Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually.
14. The Trust agrees that in the event that none of the Manager or any of its affiliates acts as an investment adviser to the Fund, the name of the Fund will be changed to one that does not contain the name “Pioneer” or otherwise suggest an affiliation with the Manager.
15. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved, if so required by the 1940 Act, by vote of the holders of a majority of the Trust’s outstanding voting securities.
16. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or
102
made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.
17. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.
18. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[signature page to follow]
103
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.
104
FORMyour notes.
46
NEW MANAGEMENT AGREEMENT - CLOSED-END INTERVAL FUND
This MANAGEMENT AGREEMENT (“Agreement”) is made as of this day of , by and between Pioneer ILS Interval Fund (the “Trust”), a Delaware statutory trust, and Pioneer Investment Management, Inc., a Delaware corporation (the “Manager”).
WHEREAS, the Trust is registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Manager is engaged primarily in rendering investment advisory and management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended;
WHEREAS, the Trust wishes to retain the Manager to provide investment advisory and management services to the Trust; and
WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
1. The Trust hereby appoints the Manager to act as investment adviser of the Trust for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager shall regularly provide the Trust with investment research, advice, management and supervision and shall furnish a continuous investment program for the Trust’s portfolio of securities and other investments consistent with the Trust’s investment objectives, policies and restrictions, as each shall be from time to time in effect. The Manager shall determine from time to time what securities and other investments (including, without limitation, repurchase agreements, swap agreements, options, futures and other instruments) will be purchased, retained, sold or exchanged by the Trust and what portion of the assets of the Trust’s portfolio will be held in the various securities and other investments in which the Trust invests, and what portion will be held uninvested in cash, and shall implement those decisions (including the execution of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”) and the 1940 Act, as well as the investment objectives, policies and restrictions of the Trust referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and other investments and payments of cash for the account of the Trust. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Trust in one or more investment companies. The Manager will place orders pursuant to its investment determinations for the Trust either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. Except as described herein, the Manager shall seek overall the best execution available in the selection of brokers or dealers and the placing of orders for the Trust. In assessing the best execution available for any transaction, the Manager may consider factors it deems relevant, including the size and type of the transaction, the nature and character of the markets for the security to be purchased or sold, the execution capabilities and financial condition of the broker or dealer, and the reasonableness of the commission or dealer spread, if any (whether for a specific transaction or on a continuing basis). In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Trust and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Trust which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Manager or its affiliates exercise investment discretion. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Trust, shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Trust’s portfolio securities subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties
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with respect to, and shall not be responsible for, the distribution of the shares of the Trust, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any administrator, transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Trust to perform such functions. The Manager may execute on behalf of the Trust certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Manager believes are appropriate or desirable in performing its duties under this Agreement.
(b) The Trust hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
3. Subject to the Board’s approval, the Manager or the Trust may enter into contracts with one or more investment subadvisers, including without limitation, affiliates of the Manager, in which the Manager delegates to such investment subadvisers any or all its duties specified hereunder, on such terms as the Manager determines to be necessary, desirable or appropriate, provided that in each case such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act. The Trust agrees that the Manager shall not be accountable to the Trust or the Trust’s shareholders for any loss or other liability relating to specific investments selected by any such subadviser.
4. The Trust shall at all times keep the Manager fully informed with regard to the securities and other investments owned by the Trust, its funds available, or to become available, for investment, and generally as to the condition of its affairs. The Trust shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request. The Manager shall supply the Board and officers of the Trust with such information and reports reasonably required by them and reasonably available to the Manager.
5. (a) Unless maintained by another party on the Trust’s behalf, the Manager shall maintain the books and records with respect to the Trust’s securities and other transactions and keep the Trust’s books of account in accordance with all applicable federal and state laws and regulations. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager hereby agrees that any records that it maintains for the Trust are the property of the Trust, and further agrees to surrender promptly to the Trust any of such records upon the Trust’s request. The Manager further agrees to arrange for the preservation of the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.
(b) The Manager shall furnish, at its expense, all necessary services, facilities, equipment and personnel for performing the Manager’s services under this Agreement. Other than as herein specifically indicated, the Manager shall not be responsible for the Trust’s ordinary and extraordinary expenses, and the Trust shall pay the Trust’s ordinary and extraordinary expenses. The Manager may agree to provide to the Trust services other than the services that are provided under this Agreement, on such terms as the Manager and the Trust may agree from time to time, and nothing herein shall preclude payment by the Trust of compensation to the Manager for any such services rendered pursuant to a written agreement or agreements approved by the Board.
6. From time to time, the Manager shall authorize and permit certain of its directors, officers and employees, who may be elected as Board members or officers of the Trust, to serve in the capacities in which they are elected. The Manager will pay directly or reimburse the Trust for the compensation (if any) of the Trustees who are affiliated persons of the Manager and all officers of the Trust as such, except as the Board may decide.
7. As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, the Trust shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate equal to 1.75% of the Trust’s average daily net assets. If this Agreement is terminated as of any date not the last day of a month, the fee payable by the Trust shall be paid as promptly as possible after such date of termination and shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to apro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in the month.
8. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any
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investment or for any act or omission in the execution of securities or other transactions for the Trust, provided that nothing in this Agreement shall protect the Manager against any liability to the Trust to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this paragraph 8, the term “Manager” shall include any affiliates of the Manager performing services for the Trust pursuant to this Agreement and the partners, shareholders, directors, officers and employees of the Manager and such affiliates.
9. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities or other investments consistent with the investment policies of the Trust or one or more other accounts of the Manager is considered at or about the same time, transactions in such securities or other investments will be allocated among the accounts in a manner deemed equitable by the Manager. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Manager’s policies and procedures as presented to the Board from time to time.
10. For the purposes of this Agreement, the Trust’s “net assets” equal the value of the Trust’s securities plus any other assets minus its accrued operating expenses and other liabilities, and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, and references to the “1940 Act” shall include any rule, regulation or applicable exemptive order of the Securities and Exchange Commission (the “Commission”) thereunder and interpretive guidance with respect to the 1940 Act by the Commission or its staff.
11. This Agreement will become effective on the date first above written, provided that it shall have been approved by the Trust’s Board and by the shareholders of the Trust in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect for an initial two year period. Thereafter, if not terminated, this Agreement shall continue in effect so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Trust, provided that in either event the continuance is also approved by a majority of the Trustees who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
12. This Agreement is terminable without penalty by the Board or by vote of a majority of the outstanding voting securities of the Trust, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Manager, or by the Manager upon not less than 60 days’ written notice to the Trust, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment.
13. The Manager agrees that for services rendered to the Trust, or for any claim by it in connection with services rendered to the Trust, it shall look only to assets of the Trust for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Trust’s Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually.
14. The Trust agrees that in the event that none of the Manager or any of its affiliates acts as an investment adviser to the Trust, the name of the Trust will be changed to one that does not contain the name “Pioneer” or otherwise suggest an affiliation with the Manager.
15. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved, if so required by the 1940 Act, by vote of the holders of a majority of the Trust’s outstanding voting securities.
16. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
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17. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.
18. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.
PIONEER ILS INTERVAL FUND
By:
Name:
Title:
PIONEER INVESTMENT MANAGEMENT, INC.
By:
Name:
Title:
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SHAREHOLDERS
TO BE HELD SEPTEMBER 21, 2017
This proxy is solicited on behalf of the Boards of Trustees of Pioneer
Diversified High Income Trust. I (we), the Funds. 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(s)appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of
them, as Proxies of the undersigned withmy (our) attorneys (with full power of substitution to votein them and act with respect to all interests in each of
them) for and in my (our) name(s) to attend the Funds with respect to which the undersigned is entitled to vote at the SpecialAnnual Meeting of Shareholders
of each such FundPioneer Diversified 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, on June 13, 2017, at 2:00 p.m. (Eastern time), and at any adjournmentsadjourned or postponements thereof.
The undersigned acknowledges receipt ofpostponed
session or sessions thereof, and to vote and act upon the Notice of Special Meeting of Shareholders and offollowing matters (as
more fully described in the accompanying Joint Proxy Statement, and revokes any proxy previously givenstatement) in respect of all
common shares of beneficial interest of Pioneer Diversified High Income Trust
which I (we) will be entitled to vote or act upon, with respect to such meeting.
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.
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VOTING OPTIONS
Read
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 proxy statement and have it at hand when voting.
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full title as such. Joint owners
should each sign personally.
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Signature(s) [Title(s) if applicable] Date
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Signature of joint owner, if any Date
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(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, FOR A PROPOSAL, THIS PROXY WILL BE VOTED FOR THE PROPOSALS.
PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER FUNDSDIVERSIFIED HIGH
INCOME TRUST AND SHOULD BE VOTEDRETURNED AS SOON AS POSSIBLE.POSSIBLE IN THE ENVELOPE
PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSALS:
PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS Example: ☒
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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"FOR" any
individual nominee(s)nominee, mark the "FOR ALL EXCEPT" box “For All Except”
and write the nomineenominee's number(s) on the line
provided.
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Note: Please signprovided below.
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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.]
your name(s) appear(s)they appear on this proxy card, and date it. When shares are held jointly, each holder should sign.proxy. When
signing in a representative capacity,as attorney, executor,
administrator or other fiduciary, please
give title.
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