UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21460
Pioneer Series Trust II
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Christopher J. Kelley, Amundi Asset Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant’s telephone number, including area code: (617) 742-7825
Date of fiscal year end: December 31, 2023
Date of reporting period: January 1, 2023 through December 31, 2023
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
A: PBMFX | C: MNBCX | Y: PBYMX |
Q | How did the Fund perform during the 12-month period ended December 31, 2023? |
A | Pioneer AMT-Free Municipal Fund’s Class A shares returned 8.01% at net asset value (NAV) during the 12-month period ended December 31, 2023, while the Fund’s benchmark, the Bloomberg Municipal Bond Index (the Bloomberg Index), returned 6.40%. During the same period, the average return of the 170 mutual funds in Morningstar’s Municipal National Long Funds Category was 6.97%. |
Q | What factors affected the Fund’s performance relative to the benchmark Bloomberg Index during the 12-month period ended December 31, 2023? |
A | The Fund’s benchmark-relative outperformance for the period was 1.61%. The Fund’s long-duration positioning versus the benchmark was a key positive contributor to relative performance in the positive market environment we experienced over the twelve-month period. (Duration is a measure of the sensitivity of the price, or the value of principal, of a fixed-income investment to a change in interest rates, expressed as a number of years.) The Fund’s holdings of zero coupon tobacco Master Settlement Agreement (MSA) bonds also aided the Fund’s benchmark-relative results for the period. We have found MSA tobacco bonds to be attractive investments, not only for their potential to enhance performance, but also for the benefits received by the settling states that have issued tobacco bonds since the establishment of the MSA between the settling states and the tobacco-related companies several years ago. Those benefits have included: substantial funding for the advancement of public health; the implementation of important tobacco-related public health measures; and funding towards establishment of a national foundation dedicated to significantly reducing the use of tobacco products among youths. |
Another positive contributor to the Fund’s benchmark-relative performance for the twelve-month period was our preference for investing in revenue bonds over general obligation (GO) issues, as revenue bonds outperformed GO’s. (Revenue bonds are backed by specific revenue streams rather than by the general revenues of the issuer.) | |
On the negative side, the Fund’s overweight of AAA rated municipal bonds and underweight to A and BBB rated municipal bonds, relative to the benchmark, was a detractor. | |
With regard to individual securities, the Fund’s positions in deeply discounted zero coupon tobacco MSA bonds issued by New York and California and the Florida State Turnpike Authority revenue bonds were top positive contributors to benchmark-relative returns for the period, with the performance of the bonds aided by their longer durations. Individual holdings that detracted from the Fund’s relative returns for the period included positions in bonds issued by the City of Oroville (CA) for the Oroville hospital, which lagged due to issues experienced with regard to collecting accounts receivables. The hospital has hired a consulting team to address the issue, creating what we see as a long-term investment opportunity for the bonds. Another detractor was New Hope Cultural Education Facilities Finance Corp., Cardinal Bay, Inc., Village On The Park, an assisted living facility, which is having difficulty managing cashflows. | |
Q | Did the Fund’s distributions* to shareholders change during the 12-month period ended December 31, 2023? |
A | The Fund’s monthly distribution rate increased slightly over the 12-month period, specifically during the second quarter, reflecting the replacement of portfolio securities that had matured or been called away with municipal bonds of similar yields. |
Q | Did the Fund have any exposure to derivative securities during the 12-month period ended December 31, 2023? |
A | No, the Fund had no exposure to derivatives during the period. |
* | Distributions are not guaranteed. |
(As a percentage of total investments)* | ||
1. | Massachusetts Development Finance Agency, Harvard University, Series A, 5.00%, 7/15/40 | 3.57% |
2. | U.S. Treasury Bills, 1/9/24 | 2.99 |
3. | County of Miami-Dade Water & Sewer System Revenue, Series B, 4.00%, 10/1/49 | 2.02 |
4. | Tobacco Settlement Financing Corp., Series B-1, 5.00%, 6/1/47 | 1.94 |
5. | Hillsborough County Industrial Development Authority, Tampa General Hospital, 3.50%, 8/1/55 | 1.93 |
6. | Loudoun County Economic Development Authority, Howard Hughes Medical Institute Issue, Series A, 4.00%, 10/1/52 | 1.81 |
7. | State of Ohio, Series A, 4.00%, 1/15/50 | 1.77 |
8. | Massachusetts Health & Educational Facilities Authority, Massachusetts Institute of Technology, Series K, 5.50%, 7/1/32 | 1.68 |
9. | Montgomery County Higher Education and Health Authority, Thomas Jefferson University, Series B, 4.00%, 5/1/56 | 1.54 |
10. | Massachusetts Development Finance Agency, Broad Institute, 4.00%, 4/1/41 | 1.42 |
Class | 12/31/23 | 12/31/22 |
A | $13.28 | $12.67 |
C | $13.17 | $12.56 |
Y | $13.22 | $12.61 |
Class | Net Investment Income | Short-Term Capital Gains | Long-Term Capital Gains |
A | $0.3820 | $— | $— |
C | $0.2809 | $— | $— |
Y | $0.4186 | $— | $— |
Performance Update | 12/31/23 | Class A Shares |
Average Annual Total Returns (As of December 31, 2023) | |||
Period | Net Asset Value (NAV) | Public Offering Price (POP) | Bloomberg Municipal Bond Index |
10 Years | 2.97% | 2.50% | 3.03% |
5 Years | 1.23 | 0.30 | 2.25 |
1 Year | 8.01 | 3.13 | 6.40 |
Expense Ratio (Per prospectus dated April 1, 2023) |
Gross |
0.80% |
Performance Update | 12/31/23 | Class C Shares |
Average Annual Total Returns (As of December 31, 2023) | |||
Period | If Held | If Redeemed | Bloomberg Municipal Bond Index |
10 Years | 2.19% | 2.19% | 3.03% |
5 Years | 0.47 | 0.47 | 2.25 |
1 Year | 7.23 | 6.23 | 6.40 |
Expense Ratio (Per prospectus dated April 1, 2023) |
Gross |
1.57% |
Performance Update | 12/31/23 | Class Y Shares |
Average Annual Total Returns (As of December 31, 2023) | ||
Period | Net Asset Value (NAV) | Bloomberg Municipal Bond Index |
10 Years | 3.22% | 3.03% |
5 Years | 1.47 | 2.25 |
1 Year | 8.36 | 6.40 |
Expense Ratio (Per prospectus dated April 1, 2023) | |
Gross | Net |
0.65% | 0.49% |
(1) | ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses; and |
(2) | transaction costs, including sales charges (loads) on purchase payments. |
(1) | Divide your account value by $1,000 Example: an $8,600 account value ÷ $1,000 = 8.6 |
(2) | Multiply the result in (1) above by the corresponding share class’s number in the third row under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. |
Share Class | A | C | Y |
Beginning Account Value on 7/1/23 | $1,000.00 | $1,000.00 | $1,000.00 |
Ending Account Value (after expenses) on 12/31/23 | $1,041.50 | $1,037.70 | $1,043.30 |
Expenses Paid During Period* | $4.07 | $7.96 | $2.52 |
* | Expenses are equal to the Fund’s annualized expense ratio of 0.79%, 1.55%, and 0.49% for Class A, Class C, and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the partial year period). |
Share Class | A | C | Y |
Beginning Account Value on 7/1/23 | $1,000.00 | $1,000.00 | $1,000.00 |
Ending Account Value (after expenses) on 12/31/23 | $1,021.22 | $1,017.39 | $1,022.74 |
Expenses Paid During Period* | $4.02 | $7.88 | $2.50 |
* | Expenses are equal to the Fund’s annualized expense ratio of 0.79%, 1.55%, and 0.49% for Class A, Class C, and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the partial year period). |
Principal Amount USD ($) | Value | |||||
UNAFFILIATED ISSUERS — 98.6% | ||||||
Municipal Bonds — 93.9% of Net Assets(a) | ||||||
Arizona — 0.5% | ||||||
6,040,000 | Arizona Industrial Development Authority, 3.00%, 2/1/45 | $ 4,724,971 | ||||
Total Arizona | $ 4,724,971 | |||||
California — 3.5% | ||||||
10,000,000(b) | Alameda Corridor Transportation Authority, California Revenue Capital Appreciation Senior Lien, 10/1/31 (NATL Insured) | $ 7,830,700 | ||||
16,695,000(b)(c) | Anaheim Public Financing Authority, Public Improvements Project, Series C, 9/1/36 (AGM Insured) | 11,139,906 | ||||
36,350,000(b) | California County Tobacco Securitization Agency, Capital Appreciation, Stanislaus County, Subordinated, Series D, 6/1/55 | 2,683,720 | ||||
2,985,000 | California Educational Facilities Authority, Stanford University, Series U-7, 5.00%, 6/1/46 | 3,678,087 | ||||
2,000,000 | City of Oroville, Oroville Hospital, 5.25%, 4/1/49 | 1,345,560 | ||||
3,000,000 | Long Beach Bond Finance Authority, Series A, 5.50%, 11/15/37 | 3,456,330 | ||||
1,905,000(d) | Pomona Unified School District, Series A, 6.55%, 8/1/29 (NATL Insured) | 2,071,840 | ||||
Total California | $ 32,206,143 | |||||
Colorado — 1.5% | ||||||
7,040,000 | Colorado Health Facilities Authority, Advent Health Obligated Group, Series A, 3.00%, 11/15/51 | $ 5,177,357 | ||||
5,000,000 | Dominion Water & Sanitation District, 5.875%, 12/1/52 | 5,042,950 | ||||
5,000,000 | Metro Wastewater Reclamation District, Series A, 2.50%, 4/1/45 | 3,687,850 | ||||
Total Colorado | $ 13,908,157 | |||||
Connecticut — 0.8% | ||||||
2,000,000 | Mohegan Tribal Finance Authority, 7.00%, 2/1/45 (144A) | $ 2,004,400 | ||||
5,985,000(d) | State of Connecticut, Series B, 2.00%, 6/1/36 | 4,846,833 | ||||
Total Connecticut | $ 6,851,233 | |||||
Principal Amount USD ($) | Value | |||||
District of Columbia — 2.1% | ||||||
9,715,000 | District of Columbia Tobacco Settlement Financing Corp., Asset-Backed, 6.75%, 5/15/40 | $ 10,080,090 | ||||
84,000,000(b) | District of Columbia Tobacco Settlement Financing Corp., Asset-Backed, Series C, 6/15/55 | 9,146,760 | ||||
Total District of Columbia | $ 19,226,850 | |||||
Florida — 12.3% | ||||||
2,935,000 | Broward County Water & Sewer Utility Revenue, Series A, 3.00%, 10/1/41 | $ 2,583,240 | ||||
6,145,000 | County of Hillsborough, 3.00%, 8/1/41 | 5,384,741 | ||||
7,690,000 | County of Hillsborough, 3.25%, 8/1/48 | 6,472,442 | ||||
5,375,000 | County of Hillsborough Utility Revenue, 3.00%, 8/1/36 | 5,358,391 | ||||
4,500,000 | County of Hillsborough Utility Revenue, 3.00%, 8/1/37 | 4,165,650 | ||||
3,500,000 | County of Hillsborough Utility Revenue, Series A, 2.00%, 8/1/40 | 2,451,995 | ||||
2,360,000(d) | County of Miami-Dade, Series A, 4.00%, 7/1/38 | 2,467,711 | ||||
10,000,000 | County of Miami-Dade Water & Sewer System Revenue, Series B, 3.00%, 10/1/49 | 7,674,400 | ||||
18,500,000 | County of Miami-Dade Water & Sewer System Revenue, Series B, 4.00%, 10/1/49 | 18,204,555 | ||||
2,500,000 | County of Orange, Water Utility System Revenue, 3.00%, 10/1/32 | 2,495,275 | ||||
4,645,000 | County of Orange, Water Utility System Revenue, 3.00%, 10/1/34 | 4,612,903 | ||||
22,255,000 | Hillsborough County Industrial Development Authority, Tampa General Hospital, 3.50%, 8/1/55 | 17,376,259 | ||||
1,000,000 | Sarasota County Public Hospital District, Sarasota Memorial Hospital Project, 4.00%, 7/1/48 | 980,880 | ||||
7,485,000 | South Broward Hospital District, Series A, 2.50%, 5/1/47 | 4,980,519 | ||||
500,000 | State of Florida, Department of Transportation Turnpike System Revenue, Series B, 3.00%, 7/1/49 | 408,965 | ||||
5,000,000 | State of Florida, Department of Transportation Turnpike System Revenue, Series B, 4.00%, 7/1/47 | 4,936,000 | ||||
4,645,000(d) | State of Florida, Department Transportation Right of Way, Series A, 3.25%, 7/1/37 | 4,589,585 | ||||
5,000,000 | State of Florida Department of Transportation Turnpike System Revenue, 4.00%, 7/1/43 | 5,028,550 | ||||
16,000,000 | State of Florida Department of Transportation Turnpike System Revenue, Series C, 3.00%, 7/1/51 | 12,546,880 | ||||
Total Florida | $112,718,941 | |||||
Georgia — 3.4% | ||||||
4,800,000 | Brookhaven Development Authority, Children's Healthcare Of Atlanta, Inc., Series A, 4.00%, 7/1/44 | $ 4,819,104 |
Principal Amount USD ($) | Value | |||||
Georgia — (continued) | ||||||
2,040,000(d) | County of Fulton, Library Bond, 3.25%, 7/1/37 | $ 1,968,314 | ||||
2,870,000(d) | County of Fulton, Library Bond, 3.50%, 7/1/39 | 2,800,977 | ||||
10,000,000 | County of Fulton Water & Sewerage Revenue, Series A, 2.25%, 1/1/42 | 7,438,900 | ||||
4,000,000 | Forsyth County Water & Sewerage Authority, 3.00%, 4/1/44 | 3,369,640 | ||||
4,000,000 | Gainesville & Hall County Hospital Authority, Series A, 4.00%, 2/15/51 | 3,873,600 | ||||
2,000,000 | Main Street Natural Gas, Inc., Series A, 4.00%, 5/15/39 | 1,893,200 | ||||
5,000,000 | Metropolitan Atlanta Rapid Transit Authority, Series C, 3.50%, 7/1/38 | 4,882,850 | ||||
Total Georgia | $ 31,046,585 | |||||
Illinois — 1.1% | ||||||
1,000,000 | Illinois Finance Authority, Art Institute Of Chicago, 4.00%, 3/1/38 | $ 1,011,560 | ||||
1,500,000 | Illinois Finance Authority, Northwestern Memorial Healthcare, Series A, 4.00%, 7/15/36 | 1,538,685 | ||||
2,175,000 | Illinois Finance Authority, Northwestern Memorial Healthcare, Series A, 4.00%, 7/15/37 | 2,220,066 | ||||
3,000,000 | Illinois Finance Authority, Northwestern Memorial Healthcare, Series A, 4.00%, 7/15/47 | 2,989,080 | ||||
90,000 | Illinois Finance Authority, Presence Health Network, Series C, 5.00%, 2/15/33 | 95,180 | ||||
2,010,000(c) | Metropolitan Pier & Exposition Authority, Mccormick Place Convention, 7.00%, 7/1/26 | 2,105,998 | ||||
Total Illinois | $ 9,960,569 | |||||
Indiana — 1.1% | ||||||
7,235,000 | Indiana Finance Authority, Indiana University Health Obligated Group, Series A, 4.00%, 12/1/40 | $ 7,178,422 | ||||
3,000,000 | Indiana University, Series A, 4.00%, 6/1/42 | 3,017,100 | ||||
Total Indiana | $ 10,195,522 | |||||
Maine — 0.5% | ||||||
1,250,000 | Maine Health & Higher Educational Facilities Authority, Series C, 5.125%, 7/1/52 (AGM ST AID WITHHLDG Insured) | $ 1,324,275 | ||||
1,000,000 | Maine Health & Higher Educational Facilities Authority, Series C, 5.50%, 7/1/47 (AGM ST AID WITHHLDG Insured) | 1,086,360 | ||||
1,000,000 | Maine Turnpike Authority, 3.00%, 7/1/40 | 872,470 | ||||
1,250,000 | Maine Turnpike Authority, 4.00%, 7/1/45 | 1,245,225 | ||||
Total Maine | $ 4,528,330 | |||||
Principal Amount USD ($) | Value | |||||
Maryland — 2.2% | ||||||
900,000(e) | Maryland Economic Development Corp., Senior Lien-Chesapeake Bay, Series A, 5.00%, 12/1/16 | $ 537,750 | ||||
400,000(e) | Maryland Economic Development Corp., Senior Lien-Chesapeake Bay, Series B, 5.00%, 12/1/16 | 239,000 | ||||
3,745,000 | University System of Maryland, Series A, 4.00%, 4/1/41 | 3,847,912 | ||||
5,180,000 | Washington Suburban Sanitary Commission, Consolidated Public Improvement, 3.00%, 6/1/37 (CNTY GTD Insured) | 4,888,055 | ||||
6,165,000 | Washington Suburban Sanitary Commission, Consolidated Public Improvement, 3.00%, 6/1/45 (CNTY GTD Insured) | 5,206,836 | ||||
6,000,000 | Washington Suburban Sanitary Commission, Consolidated Public Improvement, 3.00%, 6/1/47 (CNTY GTD Insured) | 5,043,720 | ||||
Total Maryland | $ 19,763,273 | |||||
Massachusetts — 19.2% | ||||||
3,485,000(d) | Cape Cod Regional Technical High School District, School Project Loan Chapter 70 B, 4.00%, 11/15/37 | $ 3,597,670 | ||||
3,485,000(d) | Cape Cod Regional Technical High School District, School Project Loan Chapter 70 B, 4.00%, 11/15/38 | 3,583,416 | ||||
1,475,000(d) | City of Attleboro, Municipal Purpose Loan, 3.125%, 2/15/35 | 1,475,649 | ||||
1,520,000(d) | City of Attleboro, Municipal Purpose Loan, 3.25%, 2/15/36 | 1,521,505 | ||||
1,565,000(d) | City of Attleboro, Municipal Purpose Loan, 3.25%, 2/15/37 | 1,557,347 | ||||
1,055,000(d) | City of Beverly, 3.125%, 10/15/39 | 961,411 | ||||
3,000,000(d) | City of Quincy, 2.00%, 6/1/46 | 2,091,150 | ||||
1,860,000(d) | City of Revere, 2.125%, 9/1/41 (ST AID WITHHLDG Insured) | 1,347,775 | ||||
2,000,000(d) | City of Revere, 2.25%, 9/1/43 (ST AID WITHHLDG Insured) | 1,426,660 | ||||
4,875,000(d) | City of Somerville, 2.125%, 10/15/40 | 3,686,231 | ||||
4,980,000(d) | City of Somerville, 2.125%, 10/15/41 | 3,685,250 | ||||
3,765,000(d) | City of Somerville, 4.00%, 5/1/52 | 3,704,722 | ||||
15,000,000(d) | Commonwealth of Massachusetts, Series C, 2.75%, 3/1/50 | 10,928,250 | ||||
1,300,000(d) | Concord & Carlisle Regional School District, 3.00%, 3/15/31 | 1,300,156 | ||||
1,300,000(d) | Concord & Carlisle Regional School District, 3.00%, 3/15/33 | 1,300,078 | ||||
7,345,000(d) | Dennis-Yarmouth Regional School District, 2.375%, 10/1/51 | 4,664,369 |
Principal Amount USD ($) | Value | |||||
Massachusetts — (continued) | ||||||
1,500,000 | Massachusetts Development Finance Agency, Berklee College Music, 5.00%, 10/1/35 | $ 1,579,365 | ||||
4,600,000 | Massachusetts Development Finance Agency, Boston University, Series FF, 4.00%, 10/1/46 | 4,722,360 | ||||
1,000,000 | Massachusetts Development Finance Agency, Boston University, Series FF, 5.00%, 10/1/48 | 1,114,260 | ||||
12,690,000 | Massachusetts Development Finance Agency, Broad Institute, 4.00%, 4/1/41 | 12,830,859 | ||||
2,000,000 | Massachusetts Development Finance Agency, Broad Institute, 5.00%, 4/1/37 | 2,144,240 | ||||
25,865,000 | Massachusetts Development Finance Agency, Harvard University, Series A, 5.00%, 7/15/40 | 32,219,255 | ||||
2,500,000 | Massachusetts Development Finance Agency, Lawrence General Hospital, Series A, 5.50%, 7/1/44 | 2,307,575 | ||||
4,000,000 | Massachusetts Development Finance Agency, Lowell General Hospital, Series G, 5.00%, 7/1/44 | 3,998,360 | ||||
400,000 | Massachusetts Development Finance Agency, Milford Regional Medical Center, Series F, 5.625%, 7/15/36 | 396,660 | ||||
500,000 | Massachusetts Development Finance Agency, Milford Regional Medical Center, Series F, 5.75%, 7/15/43 | 469,820 | ||||
450,000 | Massachusetts Development Finance Agency, Northeastern University, Series A, 5.00%, 3/1/39 | 450,504 | ||||
5,000,000 | Massachusetts Development Finance Agency, Partner’s Healthcare System, 4.00%, 7/1/41 | 5,050,750 | ||||
875,000(f) | Massachusetts Development Finance Agency, Tufts University, Series Q, 4.00%, 8/15/38 | 881,842 | ||||
1,000,000 | Massachusetts Development Finance Agency, Wellforce, Series C, 3.00%, 10/1/45 (AGM Insured) | 791,160 | ||||
6,600,000 | Massachusetts Development Finance Agency, WGBH Educational Foundation, Series A, 5.75%, 1/1/42 (AMBAC Insured) | 8,611,680 | ||||
4,080,000(b) | Massachusetts Development Finance Agency, WGBH Educational Foundation, Series B, 1/1/38 (AGC Insured) | 2,364,850 | ||||
835,000 | Massachusetts Development Finance Agency, Woods Hole Oceanographic Institution, 5.00%, 6/1/38 | 899,729 | ||||
500,000 | Massachusetts Development Finance Agency, Woods Hole Oceanographic Institution, 5.00%, 6/1/48 | 523,995 | ||||
11,950,000 | Massachusetts Health & Educational Facilities Authority, Massachusetts Institute of Technology, Series K, 5.50%, 7/1/32 | 15,144,952 | ||||
10,000,000(d) | Town of Brookline, 3.00%, 3/15/45 | 8,426,600 | ||||
4,000,000(d) | Town of Hingham, 2.00%, 2/15/40 | 2,962,240 | ||||
3,000,000(d) | Town of Milford, 2.00%, 12/1/40 | 2,199,000 | ||||
2,200,000(d) | Town of Milford, 2.125%, 12/1/48 | 1,443,354 |
Principal Amount USD ($) | Value | |||||
Massachusetts — (continued) | ||||||
2,000,000(d) | Town of Plymouth, Municipal Purpose Loan, 3.00%, 5/1/31 | $ 1,988,700 | ||||
1,535,000(d) | Town of Plymouth, Municipal Purpose Loan, 3.375%, 5/1/32 | 1,540,664 | ||||
1,265,000(d) | Town of Plymouth, Municipal Purpose Loan, 3.50%, 5/1/35 | 1,269,352 | ||||
3,500,000(d) | Town of Plymouth, Municipal Purpose Loan, 3.50%, 5/1/44 | 3,264,730 | ||||
4,160,000(d) | Town of Stoughton, Municipal Purpose Loan, 3.00%, 10/15/37 | 3,905,574 | ||||
3,000,000(d) | Town of Swampscott, 3.00%, 3/1/52 | 2,402,130 | ||||
1,000,000(d) | Town of Wellesley, Municipal Purpose Loan, 4.00%, 6/1/41 | 1,004,380 | ||||
2,370,000(d) | Town of Weymouth, 2.00%, 8/15/41 | 1,716,330 | ||||
Total Massachusetts | $175,456,909 | |||||
Michigan — 0.9% | ||||||
10,000,000 | Michigan State Building Authority, Series I, 3.00%, 10/15/45 | $ 8,391,100 | ||||
Total Michigan | $ 8,391,100 | |||||
Minnesota — 0.5% | ||||||
5,000,000 | City of Rochester, Health Care Facilities, Mayo Clinic, 4.00%, 11/15/48 | $ 5,012,650 | ||||
Total Minnesota | $ 5,012,650 | |||||
Missouri — 0.4% | ||||||
4,000,000 | Health & Educational Facilities Authority of the State of Missouri, Mercy Health, Series F, 4.00%, 11/15/45 | $ 3,946,200 | ||||
Total Missouri | $ 3,946,200 | |||||
Nebraska — 1.5% | ||||||
3,870,000(d) | Lancaster County School District 001, Lincoln Public Schools, 2.00%, 1/15/43 | $ 2,680,285 | ||||
14,750,000 | University of Nebraska Facilities Corp., Green Bond, Series B, 3.00%, 7/15/54 | 11,344,077 | ||||
Total Nebraska | $ 14,024,362 | |||||
Nevada — 0.8% | ||||||
3,500,000(d) | Las Vegas Valley Water District, Series A, 4.00%, 6/1/43 | $ 3,569,685 | ||||
5,000,000(d) | State of Nevada, Series A, 2.00%, 5/1/41 | 3,544,450 | ||||
Total Nevada | $ 7,114,135 | |||||
New Hampshire — 1.3% | ||||||
5,000,000 | New Hampshire Health and Education Facilities Authority Act, Series A, 5.00%, 8/1/59 | $ 5,469,050 |
Principal Amount USD ($) | Value | |||||
New Hampshire — (continued) | ||||||
4,000,000 | New Hampshire Health and Education Facilities Authority Act, Catholic Medical Centre, 3.75%, 7/1/40 | $ 3,152,440 | ||||
1,185,000 | New Hampshire Municipal Bond Bank, Series A, 2.50%, 2/15/47 (ST INTERCEPT Insured) | 832,676 | ||||
3,815,000 | New Hampshire Municipal Bond Bank, Series A, 2.50%, 2/15/51 (ST INTERCEPT Insured) | 2,530,604 | ||||
Total New Hampshire | $ 11,984,770 | |||||
New Jersey — 0.6% | ||||||
4,000,000 | New Jersey Educational Facilities Authority, Series C, 2.00%, 3/1/38 | $ 3,082,800 | ||||
2,100,000 | New Jersey Turnpike Authority, Series B, 4.50%, 1/1/48 | 2,233,854 | ||||
Total New Jersey | $ 5,316,654 | |||||
New York — 5.9% | ||||||
5,000,000 | New York City Housing Development Corp., 3.05%, 5/1/50 | $ 3,776,800 | ||||
500,000 | New York City Housing Development Corp., 4.80%, 2/1/53 | 515,475 | ||||
5,000,000 | New York City Housing Development Corp., Sustainability Bond, Series C, 2.75%, 2/1/51 (HUD SECT 8 FANNIE MAE Insured) | 3,535,550 | ||||
3,000,000 | New York City Housing Development Corp., Sustainability Development Bond, Series F-1, 4.90%, 11/1/57 (REMIC FHA INS 542 (c) Insured) | 3,082,110 | ||||
40,000,000(b) | New York Counties Tobacco Trust, Series F, 6/1/60 | 2,545,600 | ||||
10,000,000 | New York State Dormitory Authority, Series A, 3.00%, 3/15/42 | 8,774,400 | ||||
11,400,000 | New York State Dormitory Authority, Series A, 3.00%, 7/1/48 | 9,113,958 | ||||
1,000,000 | New York State Dormitory Authority, Series A, 4.00%, 7/1/35 | 1,034,240 | ||||
10,000,000 | New York State Dormitory Authority, Columbia University, Series A-2, 5.00%, 10/1/46 | 12,250,200 | ||||
5,515,000 | New York State Dormitory Authority, Insured-FIT Student Housing Corp., 5.25%, 7/1/24 (NATL Insured) | 5,531,380 | ||||
1,719,516 | New York State Housing Finance Agency, Series A, 1.65%, 5/15/39 (FNMA Insured) | 1,301,725 | ||||
1,000,000 | New York State Housing Finance Agency, Series A-1, 3.95%, 11/1/60 (SONYMA Insured) | 915,600 | ||||
1,500,000 | Port Authority of New York & New Jersey, Consolidated Ninety-Third Series, 6.125%, 6/1/94 | 1,514,580 | ||||
Total New York | $ 53,891,618 | |||||
Principal Amount USD ($) | Value | |||||
North Carolina — 1.2% | ||||||
1,000,000 | City of Charlotte Airport Revenue, Charlotte Douglas International Airport Revenue, Series A, 4.00%, 7/1/52 | $ 1,002,820 | ||||
3,000,000 | City of Charlotte Storm Water Revenue, 4.00%, 12/1/43 | 3,025,440 | ||||
3,250,000 | City of Charlotte Water & Sewer System Revenue, 2.25%, 7/1/50 | 2,060,792 | ||||
5,920,000 | County of Union, Enterprise System Revenue, 3.00%, 6/1/51 | 4,712,557 | ||||
Total North Carolina | $ 10,801,609 | |||||
Ohio — 2.9% | ||||||
8,800,000 | Buckeye Tobacco Settlement Financing Authority, Senior Class 2, Series B-2, 5.00%, 6/1/55 | $ 8,257,304 | ||||
2,500,000 | Ohio State University, Series A, 4.00%, 12/1/48 | 2,524,850 | ||||
16,780,000 | State of Ohio, Series A, 4.00%, 1/15/50 | 15,993,354 | ||||
Total Ohio | $ 26,775,508 | |||||
Oregon — 3.2% | ||||||
5,000,000(d) | Clackamas County School District No 7J Lake Oswego, 4.00%, 6/1/43 (SCH BD GTY Insured) | $ 5,045,000 | ||||
15,000,000 | Medford Hospital Facilities Authority, Series A, 3.00%, 8/15/50 (AGM Insured) | 11,427,000 | ||||
2,000,000(b)(d) | Multnomah County School District No. 40, Deferred Interest, Series B, 6/15/30 (SCH BD GTY Insured) | 1,659,160 | ||||
2,000,000(b)(d) | Multnomah County School District No. 40, Deferred Interest, Series B, 6/15/31 (SCH BD GTY Insured) | 1,606,340 | ||||
1,715,000(b)(d) | Multnomah County School District No. 40, Deferred Interest, Series B, 6/15/32 (SCH BD GTY Insured) | 1,332,624 | ||||
5,000,000 | Oregon Health & Science University, Green Bond, Series A, 3.00%, 7/1/51 | 3,932,650 | ||||
5,000,000 | University of Oregon, Series A, 3.50%, 4/1/52 (BAM-TCRS Insured) | 4,519,900 | ||||
Total Oregon | $ 29,522,674 | |||||
Pennsylvania — 6.2% | ||||||
825,000 | Chester County Industrial Development Authority, Collegium Charter School, Series A, 5.125%, 10/15/37 | $ 803,162 | ||||
175,000 | Chester County Industrial Development Authority, Collegium Charter School, Series A, 5.25%, 10/15/47 | 163,410 | ||||
3,725,000 | Delaware County Industrial Development Authority, Chester Charter School Arts Project, Series A, 5.125%, 6/1/46 (144A) | 3,487,196 | ||||
15,000,000 | Montgomery County Higher Education and Health Authority, Thomas Jefferson University, Series B, 4.00%, 5/1/56 | 13,890,900 |
Principal Amount USD ($) | Value | |||||
Pennsylvania — (continued) | ||||||
605,000 | Pennsylvania Higher Educational Facilities Authority, Bryn Mawr College, 4.00%, 12/1/44 | $ 616,477 | ||||
4,750,000 | Pennsylvania Higher Educational Facilities Authority, Thomas Jefferson University, Series A, 5.00%, 9/1/39 | 4,828,232 | ||||
1,000,000 | Pennsylvania Housing Finance Agency, Series 129, 3.35%, 10/1/45 | 846,300 | ||||
2,000,000 | Pennsylvania Housing Finance Agency, Series 129, 3.40%, 10/1/49 | 1,699,600 | ||||
14,890,000 | Pennsylvania Turnpike Commission, Series A, 3.00%, 12/1/51 | 11,356,901 | ||||
10,000,000 | Pennsylvania Turnpike Commission, Series A, 4.00%, 12/1/51 | 9,766,700 | ||||
3,750,000 | Philadelphia Authority for Industrial Development, Childrens Hospital Philadelphia, 4.00%, 7/1/36 | 3,836,175 | ||||
2,500,000 | Philadelphia Authority for Industrial Development, Childrens Hospital Philadelphia, 4.00%, 7/1/37 | 2,530,350 | ||||
3,000,000 | Philadelphia Authority for Industrial Development, Thomas Jefferson University, Series A, 4.00%, 9/1/42 | 2,959,500 | ||||
Total Pennsylvania | $ 56,784,903 | |||||
Puerto Rico — 0.2% | ||||||
1,500,000 | Puerto Rico Commonwealth Aqueduct & Sewer Authority, Series A, 5.00%, 7/1/47 (144A) | $ 1,443,345 | ||||
Total Puerto Rico | $ 1,443,345 | |||||
Rhode Island — 1.2% | ||||||
7,050,000(g) | Tender Option Bond Trust Receipts/Certificates, RIB, Series 2019, 1.79%, 9/1/47 (144A) | $ 7,128,326 | ||||
20,000,000(b) | Tobacco Settlement Financing Corp., Asset-Backed, Series B, 6/1/52 | 3,597,800 | ||||
Total Rhode Island | $ 10,726,126 | |||||
South Carolina — 1.0% | ||||||
5,000,000(d) | County of Charleston, Series A, 2.00%, 11/1/39 | $ 3,767,400 | ||||
5,675,000 | South Carolina Transportation Infrastructure Bank, Series A, 3.00%, 10/1/33 | 5,483,185 | ||||
Total South Carolina | $ 9,250,585 | |||||
Texas — 8.0% | ||||||
5,000,000 | Central Texas Regional Mobility Authority, Senior Lien, Series D, 3.00%, 1/1/46 | $ 3,802,750 | ||||
6,500,000 | Central Texas Turnpike System, Series A, 3.00%, 8/15/40 | 5,313,230 | ||||
10,000,000 | City of Houston Combined Utility System Revenue, Series C, 2.50%, 11/15/40 | 7,967,600 | ||||
10,000,000 | Dallas Area Rapid Transit, Series B, 3.00%, 12/1/47 | 8,072,800 |
Principal Amount USD ($) | Value | |||||
Texas — (continued) | ||||||
80,000(d) | Eagle Mountain & Saginaw Independent School District, 3.00%, 8/15/29 (PSF-GTD Insured) | $ 76,956 | ||||
500,000(d) | Garland Independent School District, Series A, 5.00%, 2/15/37 (PSF-GTD Insured) | 592,110 | ||||
400,000(d) | Garland Independent School District, Series A, 5.00%, 2/15/38 (PSF-GTD Insured) | 469,496 | ||||
500,000(d) | Garland Independent School District, Series A, 5.00%, 2/15/39 (PSF-GTD Insured) | 582,290 | ||||
1,000,000(d) | Garland Independent School District, Series A, 5.00%, 2/15/40 (PSF-GTD Insured) | 1,158,620 | ||||
10,000,000 | Harris County Cultural Education Facilities Finance Corp., Texas Children's Hospital, 3.00%, 10/1/51 | 7,562,900 | ||||
1,000,000 | Harris County Cultural Education Facilities Finance Corp., YMCA Greater Houston Area, Series A, 5.00%, 6/1/28 | 993,820 | ||||
500,000 | Harris County Cultural Education Facilities Finance Corp., YMCA Greater Houston Area, Series A, 5.00%, 6/1/33 | 471,690 | ||||
5,000,000(d) | Lubbock-Cooper Independent School District, 4.00%, 2/15/49 (PSF-GTD Insured) | 4,991,400 | ||||
2,000,000 | New Hope Cultural Education Facilities Finance Corp., Cardinal Bay, Inc., Village On The Park, Series B, 4.75%, 7/1/51 | 720,000 | ||||
5,000,000 | North Texas Tollway Authority, First Tier, Series A, 3.00%, 1/1/38 | 4,421,550 | ||||
3,500,000(d) | State of Texas, Series B, 2.125%, 8/1/38 | 2,716,105 | ||||
10,000,000(d) | Tarrant County College District, 2.00%, 8/15/37 | 7,910,600 | ||||
1,970,000 | Texas Department of Housing & Community Affairs, Series A, 2.45%, 7/1/46 (GNMA Insured) | 1,448,699 | ||||
1,295,000 | Texas Department of Housing & Community Affairs, Series A, 3.50%, 7/1/34 (GNMA/FNMA Insured) | 1,311,136 | ||||
1,625,000 | Texas Department of Housing & Community Affairs, Series A, 3.80%, 7/1/39 (GNMA/FNMA Insured) | 1,598,106 | ||||
1,500,000 | Texas Water Development Board, 4.80%, 10/15/52 | 1,593,795 | ||||
5,000,000 | Texas Water Development Board, State Revolving Fund, 3.00%, 8/1/40 | 4,419,400 | ||||
5,000,000 | Texas Water Development Board, St. Water Implementation Fund, Series A, 4.00%, 4/15/48 | 5,021,400 | ||||
Total Texas | $ 73,216,453 | |||||
Utah — 1.2% | ||||||
13,110,000 | Utah State University, Series B, 3.00%, 12/1/49 | $ 10,646,893 | ||||
Total Utah | $ 10,646,893 | |||||
Principal Amount USD ($) | Value | |||||
Virginia — 6.3% | ||||||
5,340,000(d) | City of Alexandria, Series A, 3.00%, 7/15/46 (ST AID WITHHLDG Insured) | $ 4,375,810 | ||||
2,425,000(d) | City of Lynchburg, 2.375%, 8/1/39 | 1,944,098 | ||||
2,505,000(d) | City of Lynchburg, 2.375%, 8/1/40 | 1,969,256 | ||||
2,750,000 | Hampton Roads Transportation Accountability Commission, Series A, 4.00%, 7/1/57 | 2,689,087 | ||||
5,725,000 | Loudoun County Economic Development Authority, Series A, 2.125%, 12/1/39 | 4,303,711 | ||||
15,970,000 | Loudoun County Economic Development Authority, Howard Hughes Medical Institute Issue, Series A, 4.00%, 10/1/52 | 16,338,108 | ||||
1,590,000 | Loudoun County Sanitation Authority, 2.00%, 1/1/41 | 1,146,899 | ||||
18,490,000 | Tobacco Settlement Financing Corp., Series B-1, 5.00%, 6/1/47 | 17,535,916 | ||||
8,000,000 | Virginia College Building Authority, Public Higher Education Financing Program, Series C, 3.00%, 9/1/51 (ST INTERCEPT Insured) | 6,354,080 | ||||
650,000 | Virginia Housing Development Authority, Series E, 2.10%, 7/1/35 | 522,971 | ||||
1,000,000 | Virginia Housing Development Authority, Series E, 2.30%, 7/1/40 | 736,950 | ||||
Total Virginia | $ 57,916,886 | |||||
Washington — 2.4% | ||||||
1,025,000 | Central Puget Sound Regional Transit Authority, Green Bond, Series S-1, 5.00%, 11/1/46 | $ 1,216,593 | ||||
10,250,000 | City of Seattle Municipal Light & Power Revenue, Series A, 4.00%, 1/1/48 | 10,159,697 | ||||
10,000,000 | King County Housing Authority, Birch Creek Apartments Project, 5.50%, 5/1/38 (CNTY GTD Insured) | 10,201,400 | ||||
Total Washington | $ 21,577,690 | |||||
Total Municipal Bonds (Cost $915,345,935) | $858,931,644 | |||||
U.S. Government and Agency Obligations — 4.7% of Net Assets | ||||||
9,000,000(b) | U.S. Treasury Bills, 1/2/24 | $ 9,000,000 |
Principal Amount USD ($) | Value | |||||
U.S. Government and Agency Obligations — (continued) | ||||||
27,000,000(b) | U.S. Treasury Bills, 1/9/24 | $ 26,972,468 | ||||
7,000,000(b) | U.S. Treasury Bills, 1/16/24 | 6,985,688 | ||||
Total U.S. Government and Agency Obligations (Cost $42,951,705) | $42,958,156 | |||||
TOTAL INVESTMENTS IN UNAFFILIATED ISSUERS — 98.6% (Cost $958,297,640) | $901,889,800 | |||||
OTHER ASSETS AND LIABILITIES — 1.4% | $ 13,213,220 | |||||
net assets — 100.0% | $ 915,103,020 | |||||
AGC | Assured Guaranty Corp. |
AGM | Assured Guaranty Municipal Corp. |
AMBAC | Ambac Assurance Corporation. |
CNTY GTD | County Guaranteed. |
FNMA | Federal National Mortgage Association. |
GNMA | Government National Mortgage Association. |
NATL | National Public Finance Guarantee Corp. |
PSF-GTD | Permanent School Fund Guaranteed. |
RIB | Residual Interest Bond is purchased in a secondary market. The interest rate is subject to change periodically and inversely based upon prevailing market rates. The interest rate shown is the rate at December 31, 2023. |
SCH BD GTY | School Board Guaranty. |
SONYMA | State of New York Mortgage Agency. |
ST AID WITHHLDG | State Aid Withholding. |
ST INTERCEPT | State Aid Intercept. |
(144A) | The resale of such security is exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold normally to qualified institutional buyers. At December 31, 2023, the value of these securities amounted to $14,063,267, or 1.5% of net assets. |
(a) | Consists of Revenue Bonds unless otherwise indicated. |
(b) | Security issued with a zero coupon. Income is recognized through accretion of discount. |
(c) | Escrow to maturity. |
(d) | Represents a General Obligation Bond. |
(e) | Security is in default. |
(f) | Pre-refunded bonds have been collateralized by U.S. Treasury or U.S. Government Agency securities which are held in escrow to pay interest and principal on the tax exempt issue and to retire the bonds in full at the earliest refunding date. |
(g) | The interest rate is subject to change periodically. The interest rate and/or reference index and spread shown at December 31, 2023. |
Revenue Bonds: | |
Health Revenue | 20.2% |
Education Revenue | 15.2 |
Transportation Revenue | 12.1 |
Development Revenue | 8.7 |
Water Revenue | 5.5 |
Other Revenue | 5.5 |
Tobacco Revenue | 4.5 |
General Revenue | 0.9 |
Power Revenue | 0.6 |
73.2% | |
General Obligation Bonds: | 26.8% |
100.0% |
Aggregate gross unrealized appreciation for all investments in which there is an excess of value over tax cost | $ 26,337,841 |
Aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost over value | (80,185,448) |
Net unrealized depreciation | $(53,847,607) |
Level 1 | – | unadjusted quoted prices in active markets for identical securities. |
Level 2 | – | other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.). See Notes to Financial Statements — Note 1A. |
Level 3 | – | significant unobservable inputs (including the Adviser's own assumptions in determining fair value of investments). See Notes to Financial Statements — Note 1A. |
Level 1 | Level 2 | Level 3 | Total | |
Municipal Bonds | $— | $858,931,644 | $— | $858,931,644 |
U.S. Government and Agency Obligations | — | 42,958,156 | — | 42,958,156 |
Total Investments in Securities | $ — | $ 901,889,800 | $ — | $ 901,889,800 |
ASSETS: | |
Investments in unaffiliated issuers, at value (cost $958,297,640) | $ 901,889,800 |
Cash | 3,846,174 |
Receivables — | |
Fund shares sold | 2,967,446 |
Interest | 9,718,521 |
Due from the Adviser | 16,214 |
Other assets | 30,555 |
Total assets | $ 918,468,710 |
LIABILITIES: | |
Payables — | |
Fund shares repurchased | $ 1,887,603 |
Distributions | 1,083,700 |
Trustees' fees | 1,573 |
Transfer agent fees | 125,650 |
Management fees | 56,774 |
Administrative expenses | 38,997 |
Distribution fees | 18,061 |
Accrued expenses | 153,332 |
Total liabilities | $ 3,365,690 |
NET ASSETS: | |
Paid-in capital | $1,048,251,001 |
Distributable earnings (loss) | (133,147,981) |
Net assets | $ 915,103,020 |
NET ASSET VALUE PER SHARE: | |
No par value (unlimited number of shares authorized) | |
Class A (based on $470,764,935/35,448,465 shares) | $ 13.28 |
Class C (based on $14,743,978/1,119,746 shares) | $ 13.17 |
Class Y (based on $429,594,107/32,498,427 shares) | $ 13.22 |
MAXIMUM OFFERING PRICE PER SHARE: | |
Class A (based on $13.28 net asset value per share/100%-4.50% maximum sales charge) | $ 13.91 |
INVESTMENT INCOME: | ||
Interest from unaffiliated issuers | $ 37,295,744 | |
Total Investment Income | $ 37,295,744 | |
EXPENSES: | ||
Management fees | $ 4,298,661 | |
Administrative expenses | 268,381 | |
Transfer agent fees | ||
Class A | 216,457 | |
Class C | 7,357 | |
Class Y | 468,441 | |
Distribution fees | ||
Class A | 1,180,560 | |
Class C | 147,228 | |
Shareholder communications expense | 108,043 | |
Custodian fees | 9,753 | |
Registration fees | 167,569 | |
Professional fees | 151,735 | |
Printing expense | 30,404 | |
Officers' and Trustees' fees | 60,588 | |
Insurance expense | 11,614 | |
Miscellaneous | 190,672 | |
Total expenses | $ 7,317,463 | |
Less fees waived and expenses reimbursed by the Adviser | (1,071,506) | |
Net expenses | $ 6,245,957 | |
Net investment income | $ 31,049,787 | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||
Net realized gain (loss) on: | ||
Reimbursement by the Adviser | $ 785,315 | |
Investments in unaffiliated issuers | (53,501,463) | $(52,716,148) |
Change in net unrealized appreciation (depreciation) on: | ||
Investments in unaffiliated issuers | $ 96,259,575 | |
Net realized and unrealized gain (loss) on investments | $ 43,543,427 | |
Net increase in net assets resulting from operations | $ 74,593,214 |
Year Ended 12/31/23 | Year Ended 12/31/22 | |
FROM OPERATIONS: | ||
Net investment income (loss) | $ 31,049,787 | $ 35,015,023 |
Net realized gain (loss) on investments | (52,716,148) | (31,440,441) |
Change in net unrealized appreciation (depreciation) on investments | 96,259,575 | (274,084,357) |
Net increase (decrease) in net assets resulting from operations | $ 74,593,214 | $ (270,509,775) |
DISTRIBUTIONS TO SHAREHOLDERS: | ||
Class A ($0.38 and $0.30 per share, respectively) | $ (14,174,645) | $ (12,418,459) |
Class C ($0.28 and $0.20 per share, respectively) | (326,822) | (321,458) |
Class Y ($0.42 and $0.34 per share, respectively) | (15,249,652) | (18,983,013) |
Total distributions to shareholders | $ (29,751,119) | $ (31,722,930) |
FROM FUND SHARE TRANSACTIONS: | ||
Net proceeds from sales of shares | $ 382,107,020 | $ 614,720,285 |
Reinvestment of distributions | 17,575,013 | 16,801,547 |
Cost of shares repurchased | (665,098,278) | (883,618,920) |
Net decrease in net assets resulting from Fund share transactions | $ (265,416,245) | $ (252,097,088) |
Net decrease in net assets | $ (220,574,150) | $ (554,329,793) |
NET ASSETS: | ||
Beginning of year | $1,135,677,170 | $1,690,006,963 |
End of year | $ 915,103,020 | $1,135,677,170 |
Year Ended 12/31/23 Shares | Year Ended 12/31/23 Amount | Year Ended 12/31/22 Shares | Year Ended 12/31/22 Amount | |
Class A | ||||
Shares sold | 4,489,813 | $ 57,502,138 | 4,849,886 | $ 63,996,828 |
Reinvestment of distributions | 930,502 | 11,809,845 | 769,484 | 10,182,939 |
Less shares repurchased | (8,136,300) | (103,073,439) | (11,531,321) | (153,953,838) |
Net decrease | (2,715,985) | $ (33,761,456) | (5,911,951) | $ (79,774,071) |
Class C | ||||
Shares sold | 212,636 | $ 2,726,273 | 373,144 | $ 4,783,991 |
Reinvestment of distributions | 22,132 | 278,809 | 20,655 | 271,473 |
Less shares repurchased | (497,285) | (6,287,359) | (1,160,056) | (15,411,653) |
Net decrease | (262,517) | $ (3,282,277) | (766,257) | $ (10,356,189) |
Class Y | ||||
Shares sold | 25,505,003 | $ 321,878,609 | 41,379,537 | $ 545,939,466 |
Reinvestment of distributions | 434,257 | 5,486,359 | 475,841 | 6,347,135 |
Less shares repurchased | (43,784,143) | (555,737,480) | (53,688,995) | (714,253,429) |
Net decrease | (17,844,883) | $(228,372,512) | (11,833,617) | $(161,966,828) |
Year Ended 12/31/23 | Year Ended 12/31/22 | Year Ended 12/31/21 | Year Ended 12/31/20 | Year Ended 12/31/19 | |
Class A | |||||
Net asset value, beginning of period | $ 12.67 | $ 15.63 | $ 15.70 | $ 15.17 | $ 14.23 |
Increase (decrease) from investment operations: | |||||
Net investment income (loss) (a) | $ 0.40 | $ 0.34 | $ 0.28 | $ 0.33 | $ 0.40 |
Net realized and unrealized gain (loss) on investments | 0.59 | (3.00) | (0.05) | 0.68 | 0.95 |
Net increase (decrease) from investment operations | $ 0.99 | $ (2.66) | $ 0.23 | $ 1.01 | $ 1.35 |
Distributions to shareholders: | |||||
Net investment income | $ (0.38) | $ (0.30) | $ (0.28) | $ (0.34) | $ (0.41) |
Net realized gain | — | — | (0.02) | (0.14) | — |
Total distributions | $ (0.38) | $ (0.30) | $ (0.30) | $ (0.48) | $ (0.41) |
Net increase (decrease) in net asset value | $ 0.61 | $ (2.96) | $ (0.07) | $ 0.53 | $ 0.94 |
Net asset value, end of period | $ 13.28 | $ 12.67 | $ 15.63 | $ 15.70 | $ 15.17 |
Total return (b) | 8.01%(c) | (17.05)% | 1.45% | 6.75% | 9.57% |
Ratio of net expenses to average net assets | 0.79% | 0.78% | 0.79% | 0.80% | 0.81% |
Ratio of net investment income (loss) to average net assets | 3.14% | 2.49% | 1.80% | 2.13% | 2.70% |
Portfolio turnover rate | 16% | 21% | 3% | 29% | 10% |
Net assets, end of period (in thousands) | $470,765 | $483,373 | $688,823 | $740,589 | $634,233 |
Ratios with no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: | |||||
Total expenses to average net assets | 0.85% | 0.80% | 0.79% | 0.80% | 0.81% |
Net investment income (loss) to average net assets | 3.08% | 2.47% | 1.80% | 2.13% | 2.70% |
(a) | The per-share data presented above is based on the average shares outstanding for the period presented. |
(b) | Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period and no sales charges. Total return would be reduced if sales charges were taken into account. |
(c) | For the year ended December 31, 2023, the Fund's total return includes a reimbursement by the Adviser (see Notes to the Financial Statements-Note 1.B). Without reimbursement, Class A's total return would have been 7.93%. |
Year Ended 12/31/23 | Year Ended 12/31/22 | Year Ended 12/31/21 | Year Ended 12/31/20 | Year Ended 12/31/19 | |
Class C | |||||
Net asset value, beginning of period | $ 12.56 | $ 15.49 | $ 15.56 | $ 15.04 | $ 14.11 |
Increase (decrease) from investment operations: | |||||
Net investment income (loss) (a) | $ 0.30 | $ 0.23 | $ 0.16 | $ 0.21 | $ 0.29 |
Net realized and unrealized gain (loss) on investments | 0.59 | (2.96) | (0.05) | 0.67 | 0.93 |
Net increase (decrease) from investment operations | $ 0.89 | $ (2.73) | $ 0.11 | $ 0.88 | $ 1.22 |
Distributions to shareholders: | |||||
Net investment income | $ (0.28) | $ (0.20) | $ (0.16) | $ (0.22) | $ (0.29) |
Net realized gain | — | — | (0.02) | (0.14) | — |
Total distributions | $ (0.28) | $ (0.20) | $ (0.18) | $ (0.36) | $ (0.29) |
Net increase (decrease) in net asset value | $ 0.61 | $ (2.93) | $ (0.07) | $ 0.52 | $ 0.93 |
Net asset value, end of period | $ 13.17 | $ 12.56 | $ 15.49 | $ 15.56 | $ 15.04 |
Total return (b) | 7.23%(c) | (17.68)% | 0.70% | 5.92% | 8.74% |
Ratio of net expenses to average net assets | 1.55% | 1.55% | 1.53% | 1.55% | 1.56% |
Ratio of net investment income (loss) to average net assets | 2.38% | 1.68% | 1.06% | 1.36% | 1.95% |
Portfolio turnover rate | 16% | 21% | 3% | 29% | 10% |
Net assets, end of period (in thousands) | $14,744 | $17,357 | $33,280 | $40,763 | $30,294 |
Ratios with no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: | |||||
Total expenses to average net assets | 1.60% | 1.57% | 1.53% | 1.55% | 1.56% |
Net investment income (loss) to average net assets | 2.33% | 1.66% | 1.06% | 1.36% | 1.95% |
(a) | The per-share data presented above is based on the average shares outstanding for the period presented. |
(b) | Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period and no sales charges. Total return would be reduced if sales charges were taken into account. |
(c) | For the year ended December 31, 2023, the Fund's total return includes a reimbursement by the Adviser (see Notes to the Financial Statements-Note 1.B). Without reimbursement, Class C's total return would have been 7.14%. |
Year Ended 12/31/23 | Year Ended 12/31/22 | Year Ended 12/31/21 | Year Ended 12/31/20 | Year Ended 12/31/19 | |
Class Y | |||||
Net asset value, beginning of period | $ 12.61 | $ 15.57 | $ 15.63 | $ 15.13 | $ 14.19 |
Increase (decrease) from investment operations: | |||||
Net investment income (loss) (a) | $ 0.44 | $ 0.37 | $ 0.32 | $ 0.36 | $ 0.44 |
Net realized and unrealized gain (loss) on investments | 0.59 | (2.99) | (0.04) | 0.66 | 0.95 |
Net increase (decrease) from investment operations | $ 1.03 | $ (2.62) | $ 0.28 | $ 1.02 | $ 1.39 |
Distributions to shareholders: | |||||
Net investment income | $ (0.42) | $ (0.34) | $ (0.32) | $ (0.38) | $ (0.45) |
Net realized gain | — | — | (0.02) | (0.14) | — |
Total distributions | $ (0.42) | $ (0.34) | $ (0.34) | $ (0.52) | $ (0.45) |
Net increase (decrease) in net asset value | $ 0.61 | $ (2.96) | $ (0.06) | $ 0.50 | $ 0.94 |
Net asset value, end of period | $ 13.22 | $ 12.61 | $ 15.57 | $ 15.63 | $ 15.13 |
Total return (b) | 8.36%(c) | (16.88)% | 1.77% | 6.82% | 9.87% |
Ratio of net expenses to average net assets | 0.49% | 0.49% | 0.53% | 0.55% | 0.55% |
Ratio of net investment income (loss) to average net assets | 3.43% | 2.78% | 2.05% | 2.36% | 2.94% |
Portfolio turnover rate | 16% | 21% | 3% | 29% | 10% |
Net assets, end of period (in thousands) | $429,594 | $634,946 | $967,904 | $842,214 | $652,890 |
Ratios with no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: | |||||
Total expenses to average net assets | 0.66% | 0.65% | 0.59% | 0.62% | 0.62% |
Net investment income (loss) to average net assets | 3.26% | 2.62% | 1.99% | 2.29% | 2.87% |
(a) | The per-share data presented above is based on the average shares outstanding for the period presented. |
(b) | Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each period. |
(c) | For the year ended December 31, 2023, the Fund's total return includes a reimbursement by the Adviser (see Notes to the Financial Statements-Note 1.B). Without reimbursement, Class Y's total return would have been 8.28%. |
A. | Security Valuation |
The net asset value of the Fund is computed once daily, on each day the New York Stock Exchange (“NYSE”) is open, as of the close of regular trading on the NYSE. | |
Fixed-income securities are valued by using prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, Treasury spreads, yields, maturities and ratings, or may use a pricing matrix or other fair value methods or techniques to provide an estimated value of the security or instrument. A pricing matrix is a means of valuing a debt security on the basis of current market prices for other debt securities, historical trading patterns in the market for fixed-income securities and/or other factors. Non-U.S. debt securities that are listed on an exchange will be valued at the bid price obtained from an independent third party pricing service. When independent third party pricing services are unable to supply prices, or when prices or market quotations are considered to be unreliable, the value of that security may be determined using quotations from one or more broker-dealers. | |
Securities for which independent pricing services or broker-dealers are unable to supply prices or for which market prices and/or quotations are not readily available or are considered to be unreliable are valued by a fair valuation team comprised of certain personnel of the Adviser. The Adviser is designated as the valuation designee for the Fund pursuant to Rule 2a-5 under the 1940 Act. The Adviser’s fair valuation team is responsible for monitoring developments that may impact fair valued securities. |
Inputs used when applying fair value methods to value a security may include credit ratings, the financial condition of the company, current market conditions and comparable securities. The Adviser may use fair value methods if it is determined that a significant event has occurred after the close of the exchange or market on which the security trades and prior to the determination of the Fund's net asset value. Examples of a significant event might include political or economic news, corporate restructurings, natural disasters, terrorist activity or trading halts. Thus, the valuation of the Fund's securities may differ significantly from exchange prices, and such differences could be material. | |
B. | Investment Income and Transactions |
Interest income, including interest on income-bearing cash accounts, is recorded on the accrual basis. Dividend and interest income are reported net of unrecoverable foreign taxes withheld at the applicable country rates and net of income accrued on defaulted securities. | |
Interest and dividend income payable by delivery of additional shares is reclassified as PIK (payment-in-kind) income upon receipt and is included in interest and dividend income, respectively. | |
Security transactions are recorded as of trade date. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. | |
During the fiscal year ended December 31, 2023, the Fund realized a loss of $785,315 due to an operational error. The Adviser voluntarily reimbursed the Fund for this loss, which is reflected on the Statement of Operations as Reimbursement by the Adviser. | |
C. | Federal Income Taxes |
It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its net taxable income and net realized capital gains, if any, to its shareholders. Therefore, no provision for federal income taxes is required. As of December 31, 2023, the Fund did not accrue any interest or penalties with respect to uncertain tax positions, which, if applicable, would be recorded as an income tax expense on the Statement of Operations. Tax returns filed within the prior three years remain subject to examination by federal and state tax authorities. | |
The amount and character of income and capital gain distributions to shareholders are determined in accordance with federal income tax rules, which may differ from U.S. GAAP. Distributions in excess of net |
investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes. Capital accounts within the financial statements are adjusted for permanent book/tax differences to reflect tax character, but are not adjusted for temporary differences. | |
At December 31, 2023, the Fund was permitted to carry forward indefinitely $3,596,446 of short-term losses and $79,568,231 of long-term losses. | |
The tax character of distributions paid during the years ended December 31, 2023 and December 31, 2022, was as follows: |
2023 | 2022 | |
Distributions paid from: | ||
Tax-exempt income | $29,163,529 | $31,249,062 |
Ordinary income | 587,590 | 473,868 |
Total | $29,751,119 | $31,722,930 |
2023 | |
Distributable earnings/(losses): | |
Undistributed tax-exempt income | $ 3,864,303 |
Capital loss carryforward | (83,164,677) |
Net unrealized depreciation | (53,847,607) |
Total | $(133,147,981) |
D. | Fund Shares |
The Fund records sales and repurchases of its shares as of trade date. The Distributor earned $6,290 in underwriting commissions on the sale of Class A shares during the year ended December 31, 2023. | |
E. | Class Allocations |
Income, common expenses and realized and unrealized gains and losses are calculated at the Fund level and allocated daily to each class of shares based on its respective percentage of adjusted net assets at the beginning of the day. |
Distribution fees are calculated based on the average daily net asset value attributable to Class A and Class C shares of the Fund, respectively (see Note 5). Class Y shares do not pay distribution fees. All expenses and fees paid to the Fund's transfer agent for its services are allocated among the classes of shares based on the number of accounts in each class and the ratable allocation of related out-of-pocket expenses (see Note 4). | |
The Fund declares as daily dividends substantially all of its net investment income. All dividends are paid on a monthly basis. Short-term capital gain distributions, if any, may be declared with the daily dividends. Distributions to shareholders are recorded as of the ex-dividend date. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner and at the same time, except that net investment income dividends to Class A, Class C and Class Y shares can reflect different transfer agent and distribution expense rates. | |
F. | Risks |
The value of securities held by the Fund may go up or down, sometimes rapidly or unpredictably, due to general market conditions, such as real or perceived adverse economic, political or regulatory conditions, recessions, the spread of infectious illness or other public health issues, inflation, changes in interest rates, armed conflict such as between Russia and Ukraine or in the Middle East, sanctions against Russia, other nations or individuals or companies and possible countermeasures, lack of liquidity in the bond markets or adverse investor sentiment. In the past several years, financial markets have experienced increased volatility, depressed valuations, decreased liquidity and heightened uncertainty. These conditions may continue, recur, worsen or spread. Inflation and interest rates have increased and may rise further. These circumstances could adversely affect the value and liquidity of the Fund's investments and negatively impact the Fund's performance. | |
The long-term impact of the COVID-19 pandemic and its subsequent variants on economies, markets, industries and individual issuers, are not known. Some sectors of the economy and individual issuers have experienced or may experience particularly large losses. Periods of extreme volatility in the financial markets, reduced liquidity of many instruments, increased government debt, inflation, and disruptions to supply chains, consumer demand and employee availability, may continue for some time. Following Russia's invasion of Ukraine, Russian securities lost all, or nearly all, their market value. Other securities or |
markets could be similarly affected by past or future political, geopolitical or other events or conditions. | |
Governments and central banks, including the U.S. Federal Reserve, have taken extraordinary and unprecedented actions to support local and global economies and the financial markets. These actions have resulted in significant expansion of public debt, including in the U.S. The consequences of high public debt, including its future impact on the economy and securities markets, may not be known for some time. | |
The U.S. and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs, investment restrictions and adverse impacts on affected companies and securities. For example, the U.S. has imposed tariffs and other trade barriers on Chinese exports, has restricted sales of certain categories of goods to China, and has established barriers to investments in China. Trade disputes may adversely affect the economies of the U.S. and its trading partners, as well as companies directly or indirectly affected and financial markets generally. If the political climate between the U.S. and China does not improve or continues to deteriorate, if China were to attempt unification of Taiwan by force, or if other geopolitical conflicts develop or get worse, economies, markets and individual securities may be severely affected both regionally and globally, and the value of the Fund's assets may go down. | |
At times, the Fund’s investments may represent industries or industry sectors that are interrelated or have common risks, making the Fund more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. | |
The market prices of the Fund's fixed income securities may fluctuate significantly when interest rates change. The value of your investment will generally go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration securities. For example, if interest rates increase by 1%, the value of a Fund's portfolio with a portfolio duration of ten years would be expected to decrease by 10%, all other things being equal. In recent years interest rates and credit spreads in the U.S. have been at historic lows. The U.S. Federal Reserve has raised certain interest rates, and interest rates may continue to go up. A general rise in interest rates could adversely affect the price and liquidity of fixed income securities. The maturity of a security may be significantly longer than its effective duration. A security's maturity and other features may be more relevant than its effective duration in determining the security's sensitivity to other factors affecting the issuer or markets generally, such as changes in |
credit quality or in the yield premium that the market may establish for certain types of securities (sometimes called "credit spread"). In general, the longer its maturity the more a security may be susceptible to these factors. When the credit spread for a fixed income security goes up, or "widens," the value of the security will generally go down. | |
If an issuer or guarantor of a security held by the Fund or a counterparty to a financial contract with the Fund defaults on its obligation to pay principal and/or interest, has its credit rating downgraded or is perceived to be less creditworthy, or the credit quality or value of any underlying assets declines, the value of your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty. | |
The municipal bond market can be susceptible to unusual volatility, particularly for lower-rated and unrated securities. Liquidity can be reduced unpredictably in response to overall economic conditions or credit tightening. Municipal issuers may be adversely affected by rising health care costs, increasing unfunded pension liabilities, and by the phasing out of federal programs providing financial support. Unfavorable conditions and developments relating to projects financed with municipal securities can result in lower revenues to issuers of municipal securities, potentially resulting in defaults. Issuers often depend on revenues from these projects to make principal and interest payments. The value of municipal securities can also be adversely affected by changes in the financial condition of one or more individual municipal issuers or insurers of municipal issuers, regulatory and political developments, tax law changes or other legislative actions, and by uncertainties and public perceptions concerning these and other factors. Municipal securities may be more susceptible to down-grades or defaults during recessions or similar periods of economic stress. Financial difficulties of municipal issuers may continue or get worse, particularly in the event of economic or market turmoil or a recession. To the extent the Fund invests significantly in a single state (including California and Massachusetts), city, territory (including Puerto Rico), or region, or in securities the payments on which are dependent upon a single project or source of revenues, or that relate to a sector or industry, including health care facilities, education, transportation, special revenues and pollution control, the Fund will be more susceptible to associated risks and developments. | |
The Fund may invest up to 10% of its net assets in below-investment-grade (high-yield) debt securities. Some of these high-yield securities may be convertible into equity securities of the issuer. Debt securities |
rated below-investment-grade are commonly referred to as “junk bonds” and are considered speculative with respect to the issuer’s capacity to pay interest and repay principal. These securities involve greater risk of loss, are subject to greater price volatility, and may be less liquid and more difficult to value, especially during periods of economic uncertainty or change, than higher rated debt securities. | |
With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security and related risks. While the Fund’s Adviser has established business continuity plans in the event of, and risk management systems to prevent, limit or mitigate, such cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by service providers to the Fund such as the Fund's custodian and accounting agent, and the Fund’s transfer agent. In addition, many beneficial owners of Fund shares hold them through accounts at broker-dealers, retirement platforms and other financial market participants over which neither the Fund nor the Adviser exercises control. Each of these may in turn rely on service providers to them, which are also subject to the risk of cyber-attacks. Cybersecurity failures or breaches at the Adviser or the Fund’s service providers or intermediaries have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its net asset value, impediments to trading, the inability of Fund shareholders to effect share purchases, redemptions or exchanges or receive distributions, loss of or unauthorized access to private shareholder information and violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, or additional compliance costs. Such costs and losses may not be covered under any insurance. In addition, maintaining vigilance against cyber-attacks may involve substantial costs over time, and system enhancements may themselves be subject to cyber-attacks. | |
The Fund’s prospectus contains unaudited information regarding the Fund’s principal risks. Please refer to that document when considering the Fund’s principal risks. |
Shareholder Communications: | |
Class A | $ 33,395 |
Class C | 936 |
Class Y | 73,712 |
Total | $108,043 |
February 28, 2024
Amundi Asset Management US, Inc.
The Bank of New York Mellon Corporation
Ernst & Young LLP
Amundi Distributor US, Inc.
Morgan, Lewis & Bockius LLP
BNY Mellon Investment Servicing (US) Inc.
Name, Age and Position Held With the Trust | Term of Office and Length of Service | Principal Occupation(s) During At Least The Past Five Years | Other Directorships Held by Trustee During At Least The Past Five Years |
Thomas J. Perna (72) Chairman of the Board and Trustee | Trustee since 2006. Serves until a successor trustee is elected or earlier retirement or removal. | Private investor (2004 – 2008 and 2013 – present); Chairman (2008 – 2013) and Chief Executive Officer (2008 – 2012), Quadriserv, Inc. (technology products for securities lending industry); and Senior Executive Vice President, The Bank of New York (financial and securities services) (1986 – 2004) | Director, Broadridge Financial Solutions, Inc. (investor communications and securities processing provider for financial services industry) (2009 – present); Director, Quadriserv, Inc. (2005 – 2013); and Commissioner, New Jersey State Civil Service Commission (2011 – 2015) |
John E. Baumgardner, Jr. (71)* Trustee | Trustee since 2019. Serves until a successor trustee is elected or earlier retirement or removal. | Of Counsel (2019 – present), Partner (1983-2018), Sullivan & Cromwell LLP (law firm). | Chairman, The Lakeville Journal Company, LLC, (privately-held community newspaper group) (2015-present) |
Diane Durnin (65) Trustee | Trustee since 2019. Serves until a successor trustee is elected or earlier retirement or removal. | Managing Director - Head of Product Strategy and Development, BNY Mellon Investment Management (investment management firm) (2012-2018); Vice Chairman – The Dreyfus Corporation (2005 – 2018): Executive Vice President Head of Product, BNY Mellon Investment Management (2007-2012); Executive Director- Product Strategy, Mellon Asset Management (2005-2007); Executive Vice President Head of Products, Marketing and Client Service, Dreyfus Corporation (investment management firm) (2000-2005); Senior Vice President Strategic Product and Business Development, Dreyfus Corporation (1994-2000) | None |
Name, Age and Position Held With the Trust | Term of Office and Length of Service | Principal Occupation(s) During At Least The Past Five Years | Other Directorships Held by Trustee During At Least The Past Five Years |
Benjamin M. Friedman (78) Trustee | Trustee since 2008. Serves until a successor trustee is elected or earlier retirement or removal. | William Joseph Maier Professor of Political Economy, Harvard University (1972 – present) | Trustee, Mellon Institutional Funds Investment Trust and Mellon Institutional Funds Master Portfolio (oversaw 17 portfolios in fund complex) (1989 - 2008) |
Craig C. MacKay (59) Trustee | Trustee since 2021. Serves until a successor trustee is elected or earlier retirement or removal. | Partner, England & Company, LLC (advisory firm) (2012 – present); Group Head – Leveraged Finance Distribution, Oppenheimer & Company (investment bank) (2006 – 2012); Group Head – Private Finance & High Yield Capital Markets Origination, SunTrust Robinson Humphrey (investment bank) (2003 – 2006); and Founder and Chief Executive Officer, HNY Associates, LLC (investment bank) (1996 – 2003) | Director, Equitable Holdings, Inc. (financial services holding company) (2022 – present); Board Member of Carver Bancorp, Inc. (holding company) and Carver Federal Savings Bank, NA (2017 – present); Advisory Council Member, MasterShares ETF (2016 – 2017); Advisory Council Member, The Deal (financial market information publisher) (2015 – 2016); Board Co-Chairman and Chief Executive Officer, Danis Transportation Company (privately-owned commercial carrier) (2000 – 2003); Board Member and Chief Financial Officer, Customer Access Resources (privately-owned teleservices company) (1998 – 2000); Board Member, Federation of Protestant Welfare Agencies (human services agency) (1993 – present); and Board Treasurer, Harlem Dowling Westside Center (foster care agency) (1999 – 2018) |
Name, Age and Position Held With the Trust | Term of Office and Length of Service | Principal Occupation(s) During At Least The Past Five Years | Other Directorships Held by Trustee During At Least The Past Five Years |
Lorraine H. Monchak (66) Trustee | Trustee since 2017. (Advisory Trustee from 2014 - 2017). Serves until a successor trustee is elected or earlier retirement or removal. | Chief Investment Officer, 1199 SEIU Funds (healthcare workers union pension funds) (2001 – present); Vice President – International Investments Group, American International Group, Inc. (insurance company) (1993 – 2001); Vice President – Corporate Finance and Treasury Group, Citibank, N.A. (1980 – 1986 and 1990 – 1993); Vice President – Asset/Liability Management Group, Federal Farm Funding Corporation (government-sponsored issuer of debt securities) (1988 – 1990); Mortgage Strategies Group, Shearson Lehman Hutton, Inc. (investment bank) (1987 – 1988); Mortgage Strategies Group, Drexel Burnham Lambert, Ltd. (investment bank) (1986 – 1987) | None |
Marguerite A. Piret (74)** Trustee | Trustee since 2004. Serves until a successor trustee is elected or earlier retirement or removal. | Chief Financial Officer, American Ag Energy, Inc. (controlled environment and agriculture company) (2016 – present); President and Chief Executive Officer, Metric Financial Inc. (formerly known as Newbury Piret Company) (investment banking firm) (1981 – 2019) | Director of New America High Income Fund, Inc. (closed-end investment company) (2004 – present); and Member, Board of Governors, Investment Company Institute (2000 – 2006) |
Name, Age and Position Held With the Trust | Term of Office and Length of Service | Principal Occupation(s) During At Least The Past Five Years | Other Directorships Held by Trustee During At Least The Past Five Years |
Fred J. Ricciardi (75) Trustee | Trustee since 2014. Serves until a successor trustee is elected or earlier retirement or removal. | Private investor (2020 – present); Consultant (investment company services) (2012 – 2020); Executive Vice President, BNY Mellon (financial and investment company services) (1969 – 2012); Director, BNY International Financing Corp. (financial services) (2002 – 2012); Director, Mellon Overseas Investment Corp. (financial services) (2009 – 2012); Director, Financial Models (technology) (2005-2007); Director, BNY Hamilton Funds, Ireland (offshore investment companies) (2004-2007); Chairman/Director, AIB/BNY Securities Services, Ltd., Ireland (financial services) (1999-2006); Chairman, BNY Alternative Investment Services, Inc. (financial services) (2005-2007) | None |
* Mr. Baumgardner is Of Counsel to Sullivan & Cromwell LLP, which acts as counsel to the Independent Trustees of each Pioneer Fund. | |||
** Ms. Piret became a non-voting Advisory Trustee of the Pioneer Funds effective January 22, 2024. |
Name, Age and Position Held With the Trust | Term of Office and Length of Service | Principal Occupation(s) During At Least The Past Five Years | Other Directorships Held by Trustee During At Least The Past Five Years |
Lisa M. Jones (60)*** Trustee, President and Chief Executive Officer | Trustee since 2017. Serves until a successor trustee is elected or earlier retirement or removal | Director, CEO and President of Amundi US, Inc. (investment management firm) (since September 2014); Director, CEO and President of Amundi Asset Management US, Inc. (since September 2014); Director, CEO and President of Amundi Distributor US, Inc. (since September 2014); Director, CEO and President of Amundi Asset Management US, Inc. (since September 2014); Chair, Amundi US, Inc., Amundi Distributor US, Inc. and Amundi Asset Management US, Inc. (September 2014 – 2018); Managing Director, Morgan Stanley Investment Management (investment management firm) (2010 – 2013); Director of Institutional Business, CEO of International, Eaton Vance Management (investment management firm) (2005 – 2010); Director of Amundi Holdings US, Inc. (since 2017) | Director of Clearwater Analytics (provider of web-based investment accounting software for reporting and reconciliation services) (September 2022 – present) |
Kenneth J. Taubes (64)***,**** Trustee | Trustee since 2014. Serves until a successor trustee is elected or earlier retirement or removal | Director and Executive Vice President (since 2008) and Chief Investment Officer, U.S. (since 2010) of Amundi US, Inc. (investment management firm); Director and Executive Vice President and Chief Investment Officer, U.S. of Amundi US (since 2008); Executive Vice President and Chief Investment Officer, U.S. of Amundi Asset Management US, Inc. (since 2009); Portfolio Manager of Amundi US (since 1999); Director of Amundi Holdings US, Inc. (since 2017) | None |
*** Ms. Jones and Mr. Taubes are Interested Trustees because they are officers or directors of the Fund’s investment adviser and certain of its affiliates. | |||
**** Mr. Taubes retired as a Trustee, effective January 1, 2024. |
Name, Age and Position Held With the Fund***** | Term of Office and Length of Service | Principal Occupation(s) During At Least The Past Five Years | Other Directorships Held by Trustee During At Least The Past Five Years |
Christopher J. Kelley (58) Secretary and Chief Legal Officer | Since 2004. Serves at the discretion of the Board | Vice President and Associate General Counsel of Amundi US since January 2008; Secretary and Chief Legal Officer of all of the Pioneer Funds since June 2010; Assistant Secretary of all of the Pioneer Funds from September 2003 to May 2010; Vice President and Senior Counsel of Amundi US from July 2002 to December 2007 | None |
Thomas Reyes (60) Assistant Secretary | Since 2010. Serves at the discretion of the Board | Assistant General Counsel of Amundi US since May 2013 and Assistant Secretary of all the Pioneer Funds since June 2010; Counsel of Amundi US from June 2007 to May 2013 | None |
Heather L. Melito-Dezan (46) Assistant Secretary | Since 2022. Serves at the discretion of the Board | Director - Trustee and Board Relationships of Amundi US since September 2019; Private practice from 2017 – 2019. | None |
Anthony J. Koenig, Jr. (59) Treasurer and Chief Financial and Accounting Officer | Since 2021. Serves at the discretion of the Board | Managing Director, Chief Operations Officer and Fund Treasurer of Amundi US since May 2021; Treasurer of all of the Pioneer Funds since May 2021; Assistant Treasurer of all of the Pioneer Funds from January 2021 to May 2021; and Chief of Staff, US Investment Management of Amundi US from May 2008 to January 2021 | None |
Luis I. Presutti (57) Assistant Treasurer | Since 2004. Serves at the discretion of the Board | Director – Fund Treasury of Amundi US since 1999; and Assistant Treasurer of all of the Pioneer Funds since 1999 | None |
Gary Sullivan (64) Assistant Treasurer | Since 2004. Serves at the discretion of the Board | Senior Manager – Fund Treasury of Amundi US since 2012; and Assistant Treasurer of all of the Pioneer Funds since 2002 | None |
Antonio Furtado (40) Assistant Treasurer | Since 2020. Serves at the discretion of the Board | Fund Oversight Manager – Fund Treasury of Amundi US since 2020; Assistant Treasurer of all of the Pioneer Funds since 2020; and Senior Fund Treasury Analyst from 2012 - 2020 | None |
Name, Age and Position Held With the Fund***** | Term of Office and Length of Service | Principal Occupation(s) During At Least The Past Five Years | Other Directorships Held by Trustee During At Least The Past Five Years |
Michael Melnick (51) Assistant Treasurer | Since 2021. Serves at the discretion of the Board | Vice President - Deputy Fund Treasurer of Amundi US since May 2021; Assistant Treasurer of all of the Pioneer Funds since July 2021; Director of Regulatory Reporting of Amundi US from 2001 – 2021; and Director of Tax of Amundi US from 2000 - 2001 | None |
John Malone (52) Chief Compliance Officer | Since 2018. Serves at the discretion of the Board | Managing Director, Chief Compliance Officer of Amundi US Asset Management; Amundi Asset Management US, Inc.; and the Pioneer Funds since September 2018; Chief Compliance Officer of Amundi Distributor US, Inc. since January 2014. | None |
Brandon Austin (50) Anti-Money Laundering Officer | Since 2022. Serves at the discretion of the Board | Director, Financial Security – Amundi Asset Management; Anti-Money Laundering Officer of all the Pioneer Funds since March 2022: Director of Financial Security of Amundi US since July 2021; Vice President, Head of BSA, AML and OFAC, Deputy Compliance Manager, Crédit Agricole Indosuez Wealth Management (investment management firm) (2013 – 2021) | None |
***** Marco Pirondini has been appointed to serve as an Executive Vice President of the Fund and Chief Investment Officer of Amundi US, Inc., effective January 1, 2024. |
new accounts, prospectuses, applications
and service forms
account information and transactions
Retirement plans information | 1-800-622-0176 |
P.O. Box 534427
Pittsburgh, PA 15253-4427
Our toll-free fax | 1-800-225-4240 |
Our internet e-mail address | us.askamundi@amundi.com (for general questions about Amundi only) |
60 State Street
Boston, MA 02109
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
© 2023 Amundi Asset Management US, Inc. 18644-18-0224
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so.
The registrant has adopted, as of the end of the period covered by this report, a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and regulations;
(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless the registrant has elected to satisfy paragraph (f) of this Item by posting its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period covered by this report.
(d) If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item by posting such information on its Internet website, disclose the registrant’s Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 12(a)(1), a copy of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as an exhibit to its annual report on this Form N-CSR (see attachment);
(2) Post the text of such code of ethics on its Internet website and disclose, in its most recent report on this Form N-CSR, its Internet address and the fact that it has posted such code of ethics on its Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to any person without charge, upon request, a copy of such code of ethics and explain the manner in which such request may be made. See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant’s Board of Trustees has determined that the registrant either:
(i) Has at least one audit committee financial expert serving on its audit committee; or
(ii) Does not have an audit committee financial expert serving on its audit committee.
The registrant’s Board of Trustees has determined that the registrant has at least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is “independent.” In order to be considered “independent” for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the Board of Trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or
(ii) Be an “interested person” of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Mr. Fred J. Ricciardi, an independent Trustee, is such an audit committee financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1) (ii) of this Item, it must explain why it does not have an audit committee financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
The audit fees for the Trust were $43,904 payable to Ernst & Young LLP for the year ended December 31, 2023 and $42,215 for the year ended December 31, 2022.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
The audit-related services fees for the Trust were $5,674 payable to Ernst & Young LLP for the year ended December 31, 2023 and $2,408 for the year ended December 31, 2022.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
The Trust paid aggregate non-audit fees to Ernst & Young LLP for tax services of $9,155 and $8,803 during the fiscal years ended December 31, 2023 and 2022, respectively.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
There were no other fees in 2023 or 2022.
(e) (1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of their outside auditors. Maintaining independence is a shared responsibility involving Amundi Asset Management US, Inc., the audit committee and the independent auditors.
The Funds recognize that a Fund’s independent auditors: 1) possess knowledge of the Funds, 2) are able to incorporate certain services into the scope of the audit, thereby avoiding redundant work, cost and disruption of Fund personnel and processes, and 3) have expertise that has value to the Funds. As a result, there are situations where it is desirable to use the Fund’s independent auditors for services in addition to the annual audit and where the potential for conflicts of interests are minimal. Consequently, this policy, which is intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and procedures to be followed by the Funds when retaining the independent audit firm to perform audit, audit-related tax and other services under those circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also constitute approval for any other Fund whose pre-approval is required pursuant to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services that may be provided consistently with Rule 210.2-01 may be approved by the Audit Committee itself and any pre-approval that may be waived in accordance with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund’s independent auditors and their compensation shall be determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
| ||||
SERVICE CATEGORY | SERVICE CATEGORY DESCRIPTION | SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES | ||
I. AUDIT SERVICES | Services that are directly related to performing the independent audit of the Funds | • Accounting research assistance
• SEC consultation, registration statements, and reporting
• Tax accrual related matters
• Implementation of new accounting standards
• Compliance letters (e.g. rating agency letters)
• Regulatory reviews and assistance regarding financial matters
• Semi-annual reviews (if requested)
• Comfort letters for closed end offerings | ||
II. AUDIT-RELATED SERVICES | Services which are not prohibited under Rule
210.2-01(C)(4) (the “Rule”) and are related extensions of the audit services support the audit, or use the knowledge/expertise gained from the audit procedures as a foundation to complete the project. In most cases, if the Audit-Related Services are not performed by the Audit firm, the scope of the Audit Services would likely increase. The Services are typically well-defined and governed by accounting professional standards (AICPA, SEC, etc.) | • AICPA attest and agreed-upon procedures
• Technology control assessments
• Financial reporting control assessments
• Enterprise security architecture assessment |
AUDIT COMMITTEE APPROVAL POLICY | AUDIT COMMITTEE REPORTING POLICY | |
• “One-time” pre-approval for the audit period for all pre-approved specific service subcategories. Approval of the independent auditors as auditors for a Fund shall constitute pre approval for these services.
• “One-time” pre-approval for the fund fiscal year within a specified dollar limit for all pre-approved specific service subcategories | • A summary of all such services and related fees reported at each regularly scheduled Audit Committee meeting.
• A summary of all such services and related fees (including comparison to specified dollar limits) reported quarterly. |
• Specific approval is needed to exceed the pre-approved dollar limit for these services (see general Audit Committee approval policy below for details on obtaining specific approvals)
• Specific approval is needed to use the Fund’s auditors for Audit-Related Services not denoted as “pre-approved”, or to add a specific service subcategory as “pre-approved” |
SECTION III - POLICY DETAIL, CONTINUED
SERVICE CATEGORY | SERVICE CATEGORY DESCRIPTION | SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES | ||
III. TAX SERVICES | Services which are not prohibited by the Rule,
if an officer of the Fund determines that using the Fund’s auditor to provide these services creates significant synergy in the form of efficiency, minimized disruption, or the ability to maintain a desired level of confidentiality. |
• Tax planning and support
• Tax controversy assistance
• Tax compliance, tax returns, excise tax returns and support
• Tax opinions |
AUDIT COMMITTEE APPROVAL POLICY | AUDIT COMMITTEE REPORTING POLICY | |
• “One-time” pre-approval for the fund fiscal year within a specified dollar limit
• Specific approval is needed to exceed the pre-approved dollar limits for these services (see general Audit Committee approval policy below for details on obtaining specific approvals)
• Specific approval is needed to use the Fund’s auditors for tax services not denoted as pre-approved, or to add a specific service subcategory as “pre-approved” | • A summary of all such services and related fees (including comparison to specified dollar limits) reported quarterly. |
SECTION III - POLICY DETAIL, CONTINUED
SERVICE CATEGORY | SERVICE CATEGORY DESCRIPTION | SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES | ||
IV. OTHER SERVICES
A. SYNERGISTIC, UNIQUE QUALIFICATIONS | Services which are not prohibited by the Rule, if an officer of the Fund determines that using the Fund’s auditor to provide these services creates significant synergy in the form of efficiency, minimized disruption, the ability to maintain a desired level of confidentiality, or where the Fund’s auditors posses unique or superior qualifications to provide these services, resulting in superior value and results for the Fund. | • Business Risk Management support
• Other control and regulatory compliance projects |
AUDIT COMMITTEE APPROVAL POLICY | AUDIT COMMITTEE REPORTING POLICY | |
• “One-time” pre-approval for the fund fiscal year within a specified dollar limit
• Specific approval is needed to exceed the pre-approved dollar limits for these services (see general Audit Committee approval policy below for details on obtaining specific approvals)
• Specific approval is needed to use the Fund’s auditors for “Synergistic” or “Unique Qualifications” Other Services not denoted as pre-approved to the left, or to add a specific service subcategory as “pre-approved” | • A summary of all such services and related fees (including comparison to specified dollar limits) reported quarterly. |
SECTION III - POLICY DETAIL, CONTINUED
SERVICE CATEGORY | SERVICE CATEGORY DESCRIPTION | SPECIFIC PROHIBITED SERVICE SUBCATEGORIES | ||
PROHIBITED SERVICES | Services which result in the auditors losing independence status under the Rule. | 1. Bookkeeping or other services related to the accounting records or financial statements of the audit client*
2. Financial information systems design and implementation*
3. Appraisal or valuation services, fairness* opinions, or contribution-in-kind reports
4. Actuarial services (i.e., setting actuarial reserves versus actuarial audit work)*
5. Internal audit outsourcing services*
6. Management functions or human resources
7. Broker or dealer, investment advisor, or investment banking services
8. Legal services and expert services unrelated to the audit
9. Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible |
AUDIT COMMITTEE APPROVAL POLICY | AUDIT COMMITTEE REPORTING POLICY | |
• These services are not to be performed with the exception of the(*) services that may be permitted if they would not be subject to audit procedures at the audit client (as defined in rule 2-01(f)(4)) level the firm providing the service. | • A summary of all services and related fees reported at each regularly scheduled Audit Committee meeting will serve as continual confirmation that has not provided any restricted services. |
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
• | For all projects, the officers of the Funds and the Fund’s auditors will each 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 the “Approval of Audit, Audit-Related, Tax and Other Services” Policy above will be applied. Any services outside the specific pre-approved service subcategories set forth above must be specifically approved by the Audit Committee. |
• | At least quarterly, the Audit Committee shall review a report summarizing the services by service category, including fees, provided by the Audit firm as set forth in the above policy. |
(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered into on or after May 6, 2003, the effective date of the
new SEC pre-approval rules, the Trust’s audit committee is required to pre-approve services to
affiliates defined by SEC rules to the extent that the services are determined to have a direct impact on the operations or financial reporting of the Trust. For the years ended December 31, 2023 and 2022, there were no services provided to an affiliate that required the Trust’s audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountants engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrants accountant for services rendered to the registrant, and rendered to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.
The Trust paid aggregate non-audit fees to Ernst & Young LLP for tax services of $9,155 and $8,803 during the fiscal years ended December 31, 2023 and 2022, respectively.
(h) Disclose whether the registrants audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the registrants investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
The Fund’s audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the Affiliates (as defined) that were not pre- approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
(i) A registrant identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)), as having retained, for the preparation of the audit report on its financial statements included in the Form NCSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction must electronically submit to the Commission on a supplemental basis documentation that establishes that the registrant is not owned or controlled by a governmental entity in the foreign jurisdiction. The registrant must submit this documentation on or before the due date for this form. A registrant that is owned or controlled by a foreign governmental entity is not required to submit such documentation.
N/A
(j) A registrant that is a foreign issuer, as defined in 17 CFR 240.3b-4, identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)), as having retained, for the preparation of the audit report on its financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, for each year in which the registrant is so identified, must provide the below disclosures. Also, any such identified foreign issuer that uses a variable-interest entity or any similar structure that results in additional foreign entities being consolidated in the financial statements of the registrant is required to provide the below disclosures for itself and its consolidated foreign operating entity or entities. A registrant must disclose:
(1) That, for the immediately preceding annual financial statement period, a registered public accounting firm that the PCAOB was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction, issued an audit report for the registrant;
N/A
(2) The percentage of shares of the registrant owned by governmental entities in the foreign jurisdiction in which the registrant is incorporated or otherwise organized;
N/A
(3) Whether governmental entities in the applicable foreign jurisdiction with respect to that registered public accounting firm have a controlling financial interest with respect to the registrant; N/A
(4) The name of each official of the Chinese Communist Party who is a member of the board of directors of the registrant or the operating entity with respect to the registrant;
N/A
(5) Whether the articles of incorporation of the registrant (or equivalent organizing document) contains any charter of the Chinese Communist Party, including the text of any such charter.
N/A
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
(a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17 CFR 240.10A-3), state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption from the listing standards for audit committees.
N/A
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in 210.1212 of Regulation S-X [17 CFR 210.12-12], unless the schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.
Not applicable to open-end management investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) If the registrant is a closed-end management investment company that is filing an annual report on this Form N-CSR, provide the following information:
(1) State the name, title, and length of service of the person or persons employed by or associated with the registrant or an investment adviser of the registrant who are primarily responsible for the day-to-day management of the registrant’s portfolio (“Portfolio Manager”). Also state each Portfolio Manager’s business experience during the past 5 years.
Not applicable to open-end management investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company, in the following tabular format, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).
Not applicable to open-end management investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15)) of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors since the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-R of Schedule 14(A) in its definitive proxy statement, or this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant’s principal executive and principal financials officers, or persons performing similar functions, regarding the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures are effective based on the evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.
(b) Disclose any change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
There were no significant changes in the registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a) If the registrant is a closed-end management investment company, provide the following dollar amounts of income and compensation related to the securities lending activities of the registrant during its most recent fiscal year:
N/A
(1) Gross income from securities lending activities;
N/A
(2) All fees and/or compensation for each of the following securities lending activities and related services: any share of revenue generated by the securities lending program paid to the securities lending agent(s) (revenue split); fees paid for cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split; administrative fees that are not included in the revenue split; fees for indemnification that are not included in the revenue split; rebates paid to borrowers; and any other fees relating to the securities lending program that are not included in the revenue split, including a description of those other fees;
N/A
(3) The aggregate fees/compensation disclosed pursuant to paragraph (2); and
N/A
(4) Net income from securities lending activities (i.e., the dollar amount in paragraph (1) minus the dollar amount in paragraph (3)).
If a fee for a service is included in the revenue split, state that the fee is included in the revenue split.
N/A
(b) If the registrant is a closed-end management investment company, describe the services provided to the registrant by the securities lending agent in the registrants most recent fiscal year.
N/A
ITEM 13. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust II
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, Principal Executive Officer
Date March 5, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, Principal Executive Officer
Date March 5, 2024
By (Signature and Title)* /s/ Anthony J. Koenig, Jr.
Anthony J. Koenig, Jr., Principal Financial Officer
Date March 5, 2024
* | Print the name and title of each signing officer under his or her signature. |