UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Pursuant to Sec. 240.14a-12
PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
PIONEER FLOATING RATE TRUST (PHD)
PIONEER HIGH INCOME TRUST (PHT)
PIONEER MUNICIPAL HIGH INCOME TRUST (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST (MAV)
60 State Street
Boston, Massachusetts 02109
1-800-859-8508
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR SEPTEMBER 18, 2019
This is the formal agenda for your fund's annual meeting of shareholders. It
tells you the matters upon which you will be asked to vote and the time and
place of the meeting, in case you want to attend in person.
To the shareholders of Pioneer Diversified High Income Trust, Pioneer Floating
Rate Trust, Pioneer High Income Trust, Pioneer Municipal High Income Trust and
Pioneer Municipal High Income Advantage Trust:
The annual meeting of shareholders of each of the above registered investment
companies (each, a "fund" and, collectively, the "funds") will be held at the
offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts 02110, on Wednesday, September 18, 2019 at 3:00 p.m. Eastern time,
to consider the following:
1. To elect three Trustees of your fund, as named in the attached proxy
statement: (i) with respect to each of Pioneer Municipal High Income Trust and
Pioneer Municipal High Income Advantage Trust, two by the holders of Common and
Preferred Shares voting together as a single class, and one by the holders of
Preferred Shares voting as a separate class, and (ii) with respect to each of
Pioneer Diversified High Income Trust, Pioneer Floating Rate Trust and Pioneer
High Income Trust, by the holders of Common Shares. Each elected Trustee will
serve for a three-year term or until a successor is elected.
2. To consider any other business that may properly come before the meeting.
Each fund will hold a separate meeting. Shareholders of each fund will vote
separately.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL PROPOSALS.
Shareholders of record as of the close of business on July 10, 2019 are entitled
to vote at the meeting and any adjournment or postponement thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING
TO BE HELD ON SEPTEMBER 18, 2019: This Notice and the Proxy Statement are
available on the internet at https://vote.proxyonline.com/Pioneer/docs/
pioneerclosedendfunds.pdf
By Order of each Board of Trustees,
Christopher J. Kelley, Secretary
Boston, Massachusetts
August 5, 2019
-------------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY.
This page for your notes.
PROXY STATEMENT OF
PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
PIONEER FLOATING RATE TRUST (PHD)
PIONEER HIGH INCOME TRUST (PHT)
PIONEER MUNICIPAL HIGH INCOME TRUST (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST (MAV)
60 State Street
Boston, Massachusetts 02109
1-800-859-8508
ANNUAL MEETING OF SHAREHOLDERS
This proxy statement contains the information you should know before voting on
the proposal summarized below.
Each fund will furnish without charge a copy of its most recent annual report
and any more recent semi-annual report to any shareholder upon request.
Shareholders who want to obtain a copy of a fund's reports should direct all
written requests to the attention of the fund, at the address listed above, or
should call the fund at 1-800-710-0935.
INTRODUCTION
This proxy statement is being used by the Board of Trustees of each fund to
solicit proxies to be voted at the annual meeting of shareholders of each fund
referenced above. Participating in the meeting are holders of common shares of
beneficial interest (the "Common Shares") of each fund and the holders of
preferred shares of beneficial interest (the "Preferred Shares") of Pioneer
Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust.
Each meeting will be held at the offices of Morgan, Lewis & Bockius LLP, One
Federal Street, Boston, Massachusetts 02110, at 3:00 p.m., Eastern Time, on
Wednesday, September 18, 2019, and at any adjournments or postponements of a
meeting to a later date, for the purposes as set forth in the accompanying
notice of annual meeting of shareholders. You may call the funds at
1-800-710-0935 for information on how to obtain directions to be able to attend
the meeting and vote in person.
This proxy statement and the enclosed proxy card are being mailed to
shareholders of each fund on or about August 5, 2019. The annual report for each
fund for its most recently completed fiscal year previously was mailed to
shareholders.
WHO IS ELIGIBLE TO VOTE
Shareholders of record of each fund as of the close of business on July 10, 2019
(the "record date") are entitled to vote on all of the fund's business at the
annual shareholder meeting and any adjournments or postponements thereof. Each
whole share shall be entitled to one vote and each fractional share shall be
entitled to a proportionate fractional vote. Shares represented by properly
executed proxies, unless revoked before or at the
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meeting, will be voted according to the shareholder's instructions. If you sign
a proxy card but do not fill in a vote, your shares will be voted FOR each of
the nominees for Trustee in Proposal 1. If any other business properly comes
before the annual shareholder meeting, your shares will be voted at the
discretion of the persons named as proxies.
Shareholders of each fund will only vote on proposals relating to their fund.
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PROPOSAL 1
ELECTION OF BOARD OF TRUSTEES
Introduction
Shareholders of each fund are being asked to consider the election of John E.
Baumgardner, Jr., Lisa M. Jones and Lorraine H. Monchak to the Board of Trustees
of each fund.
Ms. Jones and Ms. Monchak stand for election as their terms expire in 2019. Each
of Ms. Jones and Ms. Monchak currently serves as a Trustee of each fund and has
served in that capacity continuously since originally elected or appointed. Ms.
Jones has served as a Trustee since 2014 and was most recently elected by
shareholders in 2015. Ms. Monchak has served as a Trustee since 2015 and was
most recently elected by shareholders in 2015.
Shareholders of each fund are also being asked to consider the election of Mr.
Baumgardner. Mr. Bock is retiring as Trustee of each fund and is not standing
for re-election. Mr. Baumgardner is nominated as a Trustee by each Board in
anticipation of Mr. Bock's retirement. Mr. Baumgardner is not currently a
Trustee of any of the funds.
If elected, each of Mr. Baumgardner, Ms. Jones and Ms. Monchak shall hold office
for a three-year term and until his or her successor is elected and qualified.
Each nominee has consented to being named in this proxy statement and indicated
his or her willingness to serve if elected. In the unanticipated event that any
nominee should be unable to serve, the persons named as proxies may vote for
such other person as shall be designated by the fund's Board of Trustees. The
persons named on the accompanying proxy card intend to vote at the meeting
(unless otherwise directed) for the election of Mr. Baumgardner, Ms. Jones and
Ms. Monchak as Trustees of each fund.
Trustee Class Designations and Terms of Office
Each fund's Agreement and Declaration of Trust provides that a majority of the
Trustees shall fix the number of Trustees of the fund and that there shall be at
least one and no more than fifteen Trustees. Each fund currently has nine
Trustees.
The Agreement and Declaration of Trust for each fund provides that the Board of
Trustees shall consist of Trustees divided into three classes, each class to
consist, as nearly as may be possible, of one-third of the total number of
trustees constituting the entire Board of Trustees. Pursuant to each fund's
Agreement and Declaration of Trust, each fund's Board of Trustees is divided
into three staggered term classes - Class I, Class II and Class III. The
Trustees of only one class are elected at each annual meeting so that the
regular term of only one class of Trustees will expire annually and any
particular Trustee stands for election only once in each three-year period.
For each fund, each class of Trustees will stand for election at the conclusion
of its respective three-year term. Such classification may prevent replacement
of a majority of the Trustees for up to a two-year period. Holders of the
Preferred Shares of each fund that has Preferred Shares outstanding are entitled
to elect two trustees of that fund.
5
Trustee Class Designations and Terms of Office
Currently, the designations and terms of office of each class of Trustees of
each fund are as follows:
Pioneer Diversified High Income Trust
Class I Trustees -- Mr. Friedman, Ms. Graham and Mr. Taubes. Terms
expire in 2020.
Class II Trustees -- Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms
expire in 2021.
Class III Trustees -- Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire
at the upcoming 2019 annual meeting. Ms. Jones and
Ms. Monchak are nominated for election at the
meeting. Mr. Bock is retiring as Trustee and is
not standing for re-election.
Pioneer Floating Rate Trust, Pioneer Municipal High Income Trust and Pioneer
Municipal High Income Advantage Trust
Class I Trustees -- Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire
at the upcoming 2019 annual meeting. Ms. Jones and
Ms. Monchak are nominated for election at the
meeting. Mr. Bock is retiring as Trustee and is
not standing for re-election.
Class II Trustees -- Mr. Friedman, Ms. Graham and Mr. Taubes. Terms
expire in 2020.
Class III Trustees -- Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms
expire in 2021.
Pioneer High Income Trust
Class I Trustees -- Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms
expire in 2021.
Class II Trustees -- Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire
at the upcoming 2019 annual meeting. Ms. Jones and
Ms. Monchak are nominated for election at the
meeting. Mr. Bock is retiring as Trustee and is
not standing for re-election.
Class III Trustees -- Mr. Friedman, Ms. Graham and Mr. Taubes. Terms
expire in 2020.
As discussed above, in anticipation of Mr. Bock's retirement, Mr. Baumgardner is
nominated for election at the upcoming 2019 annual meeting as:
-- a Class III Trustee of Pioneer Diversified High Income Trust (term
expiring in 2022);
-- a Class I Trustee of each of Pioneer Floating Rate Trust, Pioneer
Municipal High Income Trust and Pioneer Municipal High Income
Advantage Trust (term expiring in 2022); and
-- a Class II Trustee of Pioneer High Income Trust (term expiring in
2022).
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Mr. Bock and Ms. Piret are currently designated as the Trustees to be elected by
the holders of the Preferred Shares of each fund that has issued Preferred
Shares. As Mr. Bock is retiring and not standing for re-election, holders of
Preferred Shares of Pioneer Municipal High Income Trust and Pioneer Municipal
High Income Advantage Trust are being asked to consider the election of Mr.
Baumgardner at the upcoming 2019 annual meeting.
With respect to Pioneer Municipal High Income Trust and Pioneer Municipal High
Income Advantage Trust the holders of Common Shares and the holders of Preferred
Shares are being asked to vote together as a single class at the upcoming 2019
annual meeting to elect Ms. Jones and Ms. Monchak. With respect to Pioneer
Diversified High Income Trust, Pioneer Floating Rate Trust and Pioneer High
Income Trust the holders of Common Shares are being asked to vote at the
upcoming 2019 annual meeting to elect Ms. Jones and Ms. Monchak.
Information Regarding Nominees and Trustees
The following table sets forth for each nominee and Trustee, his or her
position(s) with each fund, age, address, principal occupation during at least
the past five years and any other board memberships held during at least the
past five years. Trustees who are interested persons of a fund within the
meaning of the Investment Company Act of 1940, as amended (the "1940 Act"), are
referred to as Interested Trustees. Trustees who are not interested persons of a
fund are referred to as Independent Trustees. Each of the Trustees (except Mr.
Baumgardner) serves as a Trustee of each of the 43 U.S. registered funds for
which Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer") serves as
investment adviser (the "Pioneer Funds"). The address for all Trustees and all
officers of each fund is 60 State Street, Boston, Massachusetts 02109.
7
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
--------------------------------------------------------------------------------------------------------
Independent Trustees and Nominees:
--------------------------------------------------------------------------------------------------------
Thomas J. Pioneer Diversified Private investor (2004 - 2008 Director, Broadridge
Perna (68) High Income Trust: and 2013 - present); Chairman Financial Solutions, Inc.
Chairman of the Class II Trustee since (2008 - 2013) and Chief (investor
Board and 2007. Term expires in Executive Officer (2008 - 2012), communications and
Trustee 2021. Quadriserv, Inc. (technology securities processing
products for securities lending provider for financial
Pioneer Floating Rate industry); and Senior Executive services industry) (2009 -
Trust: Class III Trustee Vice President, The Bank of New present); Director,
since 2006. Term expires York (financial and securities Quadriserv, Inc. (2005 -
in 2021. services) (1986 -- 2004) 2013); and
Commissioner, New
Pioneer High Income Jersey State Civil Service
Trust: Class I Trustee Commission (2011 - 2015)
since 2006. Term expires
in 2021.
Pioneer Municipal
High Income Trust:
Class III Trustee since
2006. Term expires in
2021.
Pioneer Municipal
High Income
Advantage Trust: Class
III Trustee since 2006.
Term expires in 2021.
----------------------------------------------------------------------------------------------------------
John E. N/A Of Counsel, (2019 - present), Chairman, The Lakeville
Baumgardner, Partner (1983-2018) Sullivan & Journal Company, LLC,
Jr. (68)* Cromwell LLP (law firm). (privately-held
community newspaper
Nominee group) (2015-present) )
--------------------------------------------------------------------------------------------------------
8
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
--------------------------------------------------------------------------------------------------------
Independent Trustees and Nominees:
--------------------------------------------------------------------------------------------------------
Benjamin M. Pioneer Diversified William Joseph Maier Professor Trustee, Mellon
Friedman (74) High Income Trust: of Political Economy, Harvard Institutional Funds
Trustee Class I Trustee since University (1972 - present) Investment Trust and
2008. Term expires in Mellon Institutional Funds
2020. Master Portfolio (oversaw
17 portfolios in fund
Pioneer Floating Rate complex) (1989 - 2008)
Trust: Class II Trustee
since 2008. Term expires
in 2020.
Pioneer High Income
Trust: Class III Trustee
since 2008. Term expires
in 2020.
Pioneer Municipal
High Income Trust:
Class II Trustee since
2008. Term expires in
2017.
Pioneer Municipal
High Income
Advantage Trust: Class
II Trustee since 2008.
Term expires in 2020.
--------------------------------------------------------------------------------------------------------
9
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
--------------------------------------------------------------------------------------------------------
Independent Trustees and Nominees:
--------------------------------------------------------------------------------------------------------
Margaret B.W. Pioneer Diversified Founding Director, Vice- None
Graham (72) High Income Trust: President and Corporate
Trustee Class I Trustee since Secretary, The Winthrop Group,
2007. Term expires in Inc. (consulting firm) (1982 -
2020. present); Desautels Faculty of
Management, McGill University
Pioneer Floating Rate (1999 - 2017); and Manager of
Trust: Class II Trustee Research Operations and
since 2003. Term expires Organizational Learning, Xerox
in 2020. PARC, Xerox's advance research
center (1990-1994)
Pioneer High Income
Trust: Class III Trustee
since 2002. Term expires
in 2020.
Pioneer Municipal
High Income Trust:
Class II Trustee since
2003. Term expires in
2020.
Pioneer Municipal
High Income
Advantage Trust: Class
II Trustee since 2003.
Term expires in 2020.
--------------------------------------------------------------------------------------------------------
10
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
--------------------------------------------------------------------------------------------------------
Independent Trustees and Nominees:
--------------------------------------------------------------------------------------------------------
Lorraine H. Pioneer Diversified Chief Investment Officer, 1199 None
Monchak (62) High Income Trust: SEIU Funds (healthcare workers
Trustee Class III Trustee since union pension funds) (2001 -
2015. Term expires in present); Vice President -
Nominee 2019. International Investments
Group, American International
Pioneer Floating Rate Group, Inc. (insurance
Trust: Class I Trustee company) (1993 - 2001); Vice
since 2015. Term expires President Corporate Finance and
in 2019. Treasury Group, Citibank,
N.A.(1980 - 1986 and 1990 -
Pioneer High Income 1993); Vice President -
Trust: Class II Trustee Asset/Liability Management
since 2015. Term expires Group, Federal Farm Funding
in 2019. Corporation (government-
sponsored issuer of debt
Pioneer Municipal securities) (1988 - 1990);
High Income Trust: Mortgage Strategies Group,
Class I Trustee since Shearson Lehman Hutton, Inc.
2015. Term expires in (investment bank) (1987 -
2019. 1988); Mortgage Strategies
Group, Drexel Burnham
Pioneer Municipal Lambert, Ltd. (investment bank)
High Income (1986 - 1987)
Advantage Trust: Class I
Trustee since 2015. Term
expires in 2019.
--------------------------------------------------------------------------------------------------------
11
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
--------------------------------------------------------------------------------------------------------
Independent Trustees and Nominees:
--------------------------------------------------------------------------------------------------------
Marguerite A. Pioneer Diversified President and Chief Executive Director of New America
Piret (71) High Income Trust: Officer, Metric Financial Inc. High Income Fund, Inc.
Trustee Class II Trustee since (formerly known as Newbury (closed-end investment
2007. Term expires in Piret Company) (investment company) (2004 --
2021. banking firm) (1981 - present) present); and Member,
Board of Governors,
Pioneer Floating Rate Investment Company
Trust: Class III Trustee Institute (2000 - 2006)
since 2003. Term expires
in 2021.
Pioneer High Income
Trust: Class I Trustee
since 2002. Term expires
in 2021.
Pioneer Municipal
High Income Trust:
Class III Trustee since
2003. Term expires in
2021. Elected by
Preferred Shares only.
Pioneer Municipal
High Income
Advantage Trust: Class
III Trustee since 2003.
Term expires in 2021.
Elected by Preferred
Shares only.
--------------------------------------------------------------------------------------------------------
12
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
--------------------------------------------------------------------------------------------------------
Independent Trustees and Nominees:
--------------------------------------------------------------------------------------------------------
Fred J. Pioneer Diversified Consultant (investment None
Ricciardi (72) High Income Trust: company services) (2012 -
Trustee Class II Trustee since present); Executive Vice
2014. Term expires in President, BNY Mellon (financial
2021. and investment company
services) (1969 - 2012);
Pioneer Floating Rate Director, BNY International
Trust: Class III Trustee Financing Corp. (financial
since 2014. Term expires services) (2002 - 2012);
in 2021. Director, Mellon Overseas
Investment Corp. (financial
services) (2009 - 2012);
Pioneer High Income Director, Financial Models
Trust: Class I Trustee (technology) (2005-2007);
since 2014. Term expires Director, BNY Hamilton Funds,
in 2021. Ireland (offshore investment
companies) (2004-2007);
Pioneer Municipal Chairman/Director, AIB/BNY
High Income Trust: Securities Services, Ltd., Ireland
Class III Trustee since (financial services) (1999-2006);
2014. Term expires in Chairman, BNY Alternative
2021. Investment Services, Inc.
(financial services) (2005-2007)
Pioneer Municipal
High Income
Advantage Trust: Class
III Trustee since 2014.
Term expires in 2021.
--------------------------------------------------------------------------------------------------------
13
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
--------------------------------------------------------------------------------------------------------
Interested Trustees and Nominee*:
--------------------------------------------------------------------------------------------------------
Lisa M. Jones Pioneer Diversified Director, CEO and President of None
(57)** High Income Trust: Amundi Pioneer Asset
Trustee, Class III Trustee since Management, Inc. (since
President and 2014. Term expires in September 2014); Director, CEO
Chief Executive 2019. and President of Amundi
Officer Pioneer Distributor, Inc. (since
Pioneer Floating Rate September 2014); Director, CEO
Nominee Trust: Class I Trustee and President of Amundi
since 2014. Term expires Pioneer Institutional Asset
in 2019. Management, Inc. (since
September 2014); Chair, Amundi
Pioneer High Income Pioneer Asset Management
Trust: Class II Trustee USA, Inc., Amundi Pioneer
since 2014. Term expires Distributor, Inc. and Amundi
in 2019. Pioneer Institutional Asset
Management, Inc. (September
Pioneer Municipal 2014 - 2018); Managing
High Income Trust: Director, Morgan Stanley
Class I Trustee since Investment Management
2014. Term expires in (2010 - 2013); Director of
2019. Institutional Business, CEO of
International, Eaton Vance
Pioneer Municipal Management (2005 - 2010);
High Income Director of Amundi USA, Inc.
Advantage Trust: Class I (since 2017)
Trustee since 2014. Term
expires in 2019.
--------------------------------------------------------------------------------------------------------
14
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
--------------------------------------------------------------------------------------------------------
Interested Trustees and Nominee*:
--------------------------------------------------------------------------------------------------------
Kenneth J. Pioneer Diversified Director and Executive Vice None
Taubes (61)** High Income Trust: President (since 2008) and Chief
Trustee Class I Trustee since Investment Officer, U.S. (since
2014. Term expires in 2010) of Amundi Pioneer Asset
2020. Management USA, Inc.; Director
and Executive Vice President
Pioneer Floating Rate and Chief Investment Officer,
Trust: Class II Trustee U.S. of Amundi Pioneer (since
since 2014. Term expires 2008); Executive Vice President
in 2020. and Chief Investment Officer,
U.S. of Amundi Pioneer
Pioneer High Income Institutional Asset Management,
Trust: Class III Trustee Inc. (since 2009); Portfolio
since 2014. Term expires Manager of Amundi Pioneer
in 2020. (since 1999); Director of
Amundi USA, Inc. (since 2017)
Pioneer Municipal
High Income Trust:
Class II Trustee since
2014. Term expires in
2020.
Pioneer Municipal
High Income
Advantage Trust: Class
II Trustee since 2014.
Term expires in 2020.
--------------------------------------------------------------------------------------------------------
* Mr. Baumgardner is Of Counsel to Sullivan & Cromwell LLP, which acts as
counsel to the Independent Trustees of each Pioneer Fund.
** Ms. Jones and Mr. Taubes are Interested Trustees because they are an
officer or director of each fund's investment adviser and certain of its
affiliates.
Responsibilities of the Board of Trustees
The Board of Trustees is responsible for overseeing each fund's management and
operations. The Chairman of the Board is an Independent Trustee. Independent
Trustees constitute at least 75% of the Board.
During the most recent fiscal year of each fund, the Board of Trustees held 6
meetings. All of the current Trustees and committee members of each fund then
serving attended at least 75% of the meetings of the Board of Trustees and
applicable committees, if any, held during that fund's fiscal year.
15
The funds do not have a policy on Trustee attendance at the annual meeting of
shareholders. For each fund, one Trustee attended the 2018 annual meeting of
shareholders.
The Trustees were selected or nominated to join the Board based upon the
following as to each Board member: such person's character and integrity; such
person's willingness and ability to commit the time necessary to perform the
duties of a Trustee; as to each Independent Trustee, his or her status as not
being an "interested person" as defined under the 1940 Act; and, as to Ms. Jones
and Mr. Taubes, their association with Amundi Pioneer. Each of the Independent
Trustees also was selected to join the Board based on the criteria and
principles set forth in the Nominating Committee Charter. In addition to
individual attributes, the value of diversity is considered. In evaluating a
Trustee's prospective service on the Board, the Trustee's experience in, and
ongoing contributions toward, overseeing the fund's business as a Trustee also
are considered. In addition, the following specific experience, qualifications,
attributes and/or skills apply as to each Trustee: Mr. Baumgardner, legal,
investment management, business and public company experience as a attorney
practicing investment management, corporate and securities law and experience as
a board member of other organizations; Mr. Friedman, academic leadership,
economic and finance experience and investment company board experience; Ms.
Graham, academic leadership, experience in business, finance and management
consulting; Ms. Monchak, investment, financial and business experience,
including as the chief investment officer of a pension fund; Mr. Perna,
accounting, financial, and business experience as an executive officer and
experience as a board member of other organizations; Ms. Piret, accounting,
financial and entrepreneurial experience as an executive, valuation experience
and investment company board experience; Mr. Ricciardi, financial, business and
investment company experience as an executive officer of a financial and
investment company services organization, and experience as a board member of
offshore investment companies and other organizations; Ms. Jones, investment
management experience as an executive and leadership roles with Amundi Pioneer
and its affiliates; and Mr. Taubes, portfolio management experience and
leadership roles with Amundi Pioneer. However, in its periodic assessment of the
effectiveness of the Board, the Board considers the complementary skills and
experience of individual Trustees primarily in the broader context of the
Board's overall composition so that the Board, as a body, possesses the
appropriate (and appropriately diverse) skills and experience to oversee the
business of the fund.
Each fund's Agreement and Declaration of Trust provides that the appointment,
designation (including in any proxy or registration statement or other document)
of a Trustee as an expert on any topic or in any area, or as having experience,
attributes or skills in any area, or any other appointment, designation or
identification, shall not impose on that person any standard of care or
liability that is greater than that imposed on that person as a Trustee in the
absence of the appointment, designation or identification, and no Trustee who
has special attributes, skills, experience or expertise, or is appointed,
designated, or identified as aforesaid, shall be held to a higher standard of
care by virtue thereof.
16
Board Committees
The Board of Trustees has five standing committees: the Independent Trustees
Committee, the Audit Committee, the Governance and Nominating Committee, the
Policy Administration Committee and the Valuation Committee. Each committee is
chaired by an Independent Trustee and all members of each committee are
Independent Trustees.
The Chairs of the committees work with the Chairman of the Board and fund
management in setting the agendas for Board meetings. The Chairs of the
committees set the agendas for committee meetings with input from fund
management. As noted below, through the committees, the Independent Trustees
consider and address important matters involving the funds, including those
presenting conflicts or potential conflicts of interest for management. The
Independent Trustees also regularly meet without the presence of management and
are advised by independent legal counsel. The Board believes that the committee
structure, and delegation to the committees of specified oversight
responsibilities, help the Board more effectively to provide governance and
oversight of the funds' affairs. Mr. Perna, Chairman of the Board, is a member
of each committee except the Audit Committee and the Valuation Committee, of
each of which he is a non-voting, ex-officio member.
During the most recent fiscal year for each fund, the Audit, Governance and
Nominating, Independent Trustees, Policy Administration and Valuation Committees
of each fund held the following meetings:
4/30/2019 11/30/2018 3/31/2019 4/30/2019 3/31/2019
--------------------------------------------------------------------------------
Pioneer
Pioneer Pioneer Pioneer Pioneer Municipal
Diversified Floating High Municipal High Income
High Income Rate Income High Income Advantage
Trust Trust Trust Trust Trust
--------------------------------------------------------------------------------
Audit Committee 8 7 8 8 9
Governance and
Nominating Committee 6 5 6 6 6
Independent Trustees
Committee 6 6 6 6 6
Policy Administration
Committee 4 4 4 4 4
Valuation Committee 5 5 5 5 5
Independent Trustees Committee: David R. Bock, Benjamin M. Friedman, Margaret
B.W. Graham, Lorraine H. Monchak, Thomas J. Perna (Chair), Marguerite A. Piret
and Fred J. Ricciardi.
The Independent Trustees Committee is comprised of all of the Independent
Trustees. The Independent Trustees Committee serves as the forum for
consideration of a number of issues required to be considered separately by the
Independent Trustees under the 1940 Act, including the assessment and review of
each fund's advisory agreement and other
17
related party contracts. The Independent Trustees Committee also considers
issues that the Independent Trustees believe it is advisable for them to
consider separately from the Interested Trustees.
Audit Committee: David R. Bock (Chair), Benjamin M. Friedman, Lorraine H.
Monchak and Fred J. Ricciardi.
In connection with Mr. Bock's retirement as Trustee of each Fund, Mr. Ricciardi
will succeed Mr. Bock as chair of each fund's Audit Committee.
Each fund's Audit Committee is comprised of only Independent Trustees who are
"independent" as defined in the applicable New York Stock Exchange ("NYSE") and
NYSE American listing standards relating to closed-end funds. The Board of
Trustees of each fund has adopted a charter for the Audit Committee. In
accordance with its charter, the purposes of the Audit Committee are to:
o Assist the Board of Trustees' oversight and monitoring of: (i) the
integrity of the fund's financial statements; (ii) the fund's
compliance with legal and regulatory requirements; (iii) the
independent registered public accounting firm's qualifications,
performance and independence; and (iv) the performance of the fund's
internal audit function; and
o Prepare the disclosure required by Item 407(d)(3)(i) of Regulation
S-K to be included in the fund's annual proxy statement and other
filings.
The Audit Committee charter is available on Amundi Pioneer's website:
amundipioneer.com/us. You also can obtain a copy by sending a written request to
your fund at the address listed on this proxy statement.
Each fund's Board of Trustees has determined that the fund has at least one
audit committee financial expert serving on its Audit Committee. Mr. Bock, an
Independent Trustee, serves on each Audit Committee and has been determined to
be an audit committee financial expert.
Audit Committee Report
The Audit Committee reports that it has (1) reviewed and discussed each fund's
audited financial statements with management; (2) discussed with the independent
registered public accounting firm the matters required to be discussed with the
independent auditors by the Statement of Auditing Standards No. 61, as amended,
as adopted by the Public Company Accounting Oversight Board in Rule 3200 T; and
(3) received written disclosures and an independence letter from the independent
registered public accounting firm required by Independence Standards Board
Standard No. 1, as adopted by the Public Company Accounting Oversight Board in
Rule 3600 T, and discussed with the independent registered public accounting
firm that firm's independence. Based upon the review and discussions referred to
above, the Audit Committee recommended to the Board of Trustees that the audited
financial statements be included in the Annual Report for Pioneer Floating Rate
Trust for the fiscal year ended November 30, 2018, the Annual Reports for
Pioneer High
18
Income Trust and Pioneer Municipal High Income Advantage Trust for the fiscal
year ended March 31, 2019 and in the Annual Reports for Pioneer Diversified High
Income Trust and Pioneer Municipal High Income Trust for the fiscal year ended
April 30, 2019.
The members of each fund's Audit Committee are:
David R. Bock (Chair)
Benjamin M. Friedman
Lorraine H. Monchak
Fred J. Ricciardi
Governance and Nominating Committee: Margaret B.W. Graham (Chair), Thomas J.
Perna and Fred J. Ricciardi.
If elected, Mr. Baumgardner will serve on the Governance and Nominating
Committee.
All members of the Governance and Nominating Committee are independent under the
applicable NYSE and NYSE American listing standards relating to closed-end
funds, and are not "interested persons," as defined in the 1940 Act, of each
fund. The Board of each fund has adopted a written charter for the Governance
and Nominating Committee, which is available on Amundi Pioneer's website:
amundipioneer.com/us. You also can obtain a copy by sending a written request to
your fund at the address listed on this proxy statement.
The Governance and Nominating Committee considers governance matters affecting
the Board and each fund. Among other responsibilities, the Governance and
Nominating Committee reviews the performance of the Independent Trustees as a
whole, and reviews and recommends to the Independent Trustees Committee any
appropriate changes concerning, among other things, the size and composition of
the Board, the Board's committee structure and the Independent Trustees'
compensation. The Governance and Nominating Committee also makes recommendations
to the Independent Trustees Committee or the Board on matters delegated to it.
In addition, the Governance and Nominating Committee screens potential
candidates for Independent Trustees. Among other responsibilities, the
Governance and Nominating Committee reviews periodically the criteria for
Independent Trustees and the spectrum of desirable experience and expertise for
Independent Trustees as a whole, and reviews periodically the qualifications and
requisite skills of persons currently serving as Independent Trustees and being
considered for re-nomination. The Governance and Nominating Committee also
reviews the qualifications of any person nominated to serve on the Board by a
shareholder or recommended by any Trustee, management or another person and
makes a recommendation as to the qualifications of such nominated or recommended
person to the Independent Trustees and the Board, and reviews periodically the
Committee's procedure, if any, regarding candidates submitted by shareholders.
The Trustees who are not Independent Trustees and the officers of each fund are
nominated and selected by the Board.
19
The Governance and Nominating Committee does not have specific, minimum
qualifications for nominees, nor has it established specific qualities or skills
that it regards as necessary for one or more of the Independent Trustees to
possess (other than qualities or skills that may be required by applicable law
or regulation). However, in evaluating a person as a potential nominee to serve
as an Independent Trustee, the Governance and Nominating Committee will consider
the following general criteria and principles, among any others that it may deem
relevant: (i) the nominee's reputation for integrity, honesty and adherence to
high ethical standards; (ii) the nominee's business acumen and ability to
exercise sound judgment in matters that relate to the objectives of the fund and
whether the person is willing and able to contribute positively to the
decision-making process of the fund; (iii) the nominee's commitment and ability
to devote the necessary time and energy to be an effective Independent Trustee,
to understand the fund and the responsibilities of a trustee of an investment
company; (iv) the nominee's ability to understand the sometimes conflicting
interests of the various constituencies of the fund and to act in the interests
of all shareholders; (v) the absence of a conflict of interest that would impair
his or her ability to represent the interests of all shareholders and to fulfill
the responsibilities of a trustee; and (vi) the value of diversity on the Board.
The Governance and Nominating Committee also will consider whether the nominee
has the experience or skills that the Governance and Nominating Committee
believes would maintain or enhance the effectiveness of the Independent
Trustees' oversight of each fund's affairs, based on the then current
composition and skills of the Independent Trustees and experience or skills that
may be appropriate in light of changing business conditions and regulatory or
other developments. The Governance and Nominating Committee does not necessarily
place the same emphasis on each criterion.
The Governance and Nominating Committee does not have a formal procedure for the
implementation, or for assessing the effectiveness, of its policy with regard to
the consideration of the value of diversity on the Board in reviewing potential
nominees for Independent Trustee. However, as noted above, in its periodic
assessment of the effectiveness of the Board, the Board considers the
complementary skills and experience of individual Trustees in the context of the
Board's overall composition so that the Board, as a body, possesses the
appropriate (and appropriately diverse) skills and experience to oversee the
business of the funds. In addition, the Governance and Nomination Committee
Charter provides that nominees shall not be discriminated against on the basis
of race, religion, national origin, sex, sexual orientation, disability or any
other basis proscribed by law.
As long as an existing Independent Trustee continues, in the opinion of the
other Independent Trustees, to satisfy these criteria and continues to make
positive contributions to the Board, each fund anticipates that Independent
Trustees of the fund would favor the re-nomination of an existing Trustee rather
than a new candidate. Consequently, while the Governance and Nominating
Committee will evaluate the qualifications of nominees recommended by
shareholders to serve as Trustee, the Independent Trustees might act upon the
Governance and Nominating Committee's evaluation only if there is a vacancy on
the Board. In the event that a vacancy arises or a change in Board membership is
determined to be advisable, the Governance and Nominating Committee will, in
addition to
20
any shareholder recommendations, evaluate candidates identified by other means,
including candidates proposed by Independent Trustees or management. While it
has not done so in the past, the Governance and Nominating Committee may retain
a consultant to assist the Committee in a search for a qualified candidate.
Any shareholder recommendation must be submitted in compliance with all of the
pertinent provisions of Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the Agreement and Declaration of
Trust and By laws of the fund to be considered by the Governance and Nominating
Committee. In evaluating a nominee recommended by a shareholder, the Governance
and Nominating Committee, in addition to the criteria discussed above, may
consider the objectives of the shareholder in submitting that nomination and
whether such objectives are consistent with the interests of all shareholders.
If the Board determines to include a shareholder's candidate among the slate of
nominees, the candidate's name will be placed on the fund's proxy card. If the
Governance and Nominating Committee, the Independent Trustees or the Board
determines not to include such candidate among the Board's designated nominees
and the shareholder has satisfied the requirements of Rule 14a-8 under the
Exchange Act, the shareholder's candidate will be treated as a nominee of the
shareholder who originally nominated the candidate.
The Governance and Nominating Committee initiated the recommendation of each of
the non-interested nominees to serve as an Independent Trustee.
With respect to the re-nomination of an existing Independent Trustee, the
Governance and Nominating Committee and the Independent Trustees Committee use
the criteria and the principles set forth above, as revised from time to time,
to guide the selection process.
The Governance and Nominating Committee followed its standard practices in
identifying and recommending Mr. Baumgardner as a nominee. The Chairperson of
the Governance and Nominating Committee solicited suggestions from the
Independent Trustees for nominees to the Board who met the criteria for nominees
set forth in the Governance and Nominating Committee charter and collected
biographical information about the persons suggested. The Governance and
Nominating Committee analyzed the experience and capabilities of the current
Board members as a group, in order to identify a skill set and other
characteristics that would be most complementary in a new Board member. Each
Governance and Nominating Committee member assessed each candidate as to the
characteristics identified. The Governance and Nominating Committee then
recommended to the Independent Trustees Committee that Mr. Baumgardner be
nominated to serve as a Board member and the Independent Trustees Committee,
based on the recommendation of the Governance and Nominating Committee,
nominated Mr. Baumgardner to serve as a Board member.
The Governance and Nominating Committee and the Board noted that Mr. Baumgardner
is Of Counsel to Sullivan & Cromwell LLP, which acts as counsel to the
Independent Trustees of each Pioneer Fund. The aggregate compensation paid to
Sullivan & Cromwell LLP by the Pioneer Funds was approximately $390,748.70 and
$462,056.51 in each of 2018 and 2017.
21
Shareholders may communicate with the members of the Board as a group or
individually. Any such communication should be sent to the Board or an
individual Trustee c/o the Secretary of the fund at the address on the notice of
this meeting. The Secretary may determine not to forward any communication to
members of the Board that does not relate to the business of a fund.
Valuation Committee: Benjamin M. Friedman, Lorraine H. Monchak and Marguerite A.
Piret (Chair).
The Valuation Committee, among other things, determines with Amundi Pioneer the
value of securities under certain circumstances and considers other matters with
respect to the valuation of securities, in each case in accordance with each
fund's valuation procedures.
Policy Administration Committee: Margaret B.W. Graham, Thomas J. Perna (Chair)
and Marguerite A. Piret.
If elected, Mr. Baumgardner will serve on the Policy Administration Committee.
The Policy Administration Committee, among other things, oversees and monitors
each fund's compliance with legal and regulatory requirements that are not
directly related to financial reporting, internal financial controls,
independent audits or the performance of the fund's internal audit function. The
Policy Administration Committee also oversees the adoption and implementation of
certain of the funds' policies and procedures.
Oversight of Risk Management
Consistent with its responsibility for oversight of each fund in the interests
of shareholders, the Board of Trustees has established a framework for the
oversight of various risks relating to the funds, including the oversight of the
identification of risks and the management of certain identified risks. The
Board has delegated certain aspects of its risk oversight responsibilities to
the committees, but relies primarily on Amundi Pioneer and its affiliates for
the identification and management or mitigation of risks relating to their
management activities on behalf of the funds, as well as to oversee and advise
the Board on the risks that may arise relating to the activities of other fund
service providers.
Each fund faces a number of risks, such as investment risk, counterparty risk,
valuation risk, enterprise risk, reputational risk, cybersecurity risk, risk of
operational failure or lack of business continuity, and legal, compliance and
regulatory risk. The goal of risk management is to identify and address risks,
i.e., events or circumstances that could have material adverse effects on the
business, operations, shareholder services, investment performance or reputation
of a fund.
Most of the funds' investment management and business operations are carried out
by or through Amundi Pioneer, its affiliates, and other service providers (such
as the custodian and fund accounting agent and the transfer agent), each of
which has an independent interest in risk management but whose policies and the
methods by which one or more risk management functions are carried out may
differ from each fund's and each other's in
22
the setting of priorities, the resources available or the effectiveness of
relevant controls. Operational or other failures, including cybersecurity
failures, at any one or more of the funds' service providers could have a
material adverse effect on a fund and its shareholders.
Under the overall supervision of the Board or the applicable committee of the
Board, each fund, or Amundi Pioneer and the affiliates of Amundi Pioneer, or
other service providers to each fund employ a variety of processes, procedures
and controls in an effort to identify, address and mitigate risks. Different
processes, procedures and controls are employed with respect to different types
of risks. Various personnel, including the funds' and Amundi Pioneer's chief
compliance officer and Amundi Pioneer's chief risk officer and director of
internal audit, as well as various personnel of Amundi Pioneer and of other
service providers, make periodic reports to the applicable committee or to the
Board with respect to various aspects of risk management. The reports received
by the Trustees related to risks typically are summaries of relevant
information.
The Trustees recognize that not all risks that may affect a fund can be
identified, that it may not be practical or cost-effective to eliminate or
mitigate certain risks, that it may be necessary to bear certain risks (such as
investment-related risks) to achieve each fund's goals, that the processes,
procedures and controls employed to address certain risks may be limited in
their effectiveness, and that some risks are simply beyond the control of the
funds or Amundi Pioneer and its affiliates or other service providers. Because
most of the funds' operations are carried out by various service providers, the
Board's oversight of the risk management processes of those service providers,
including processes to address cybersecurity and other operational failures, is
inherently limited. As a result of the foregoing and other factors, each fund's
ability to manage risk is subject to substantial limitations.
It is important to note that each fund is designed for investors that are
prepared to accept investment risk, including the possibility that as yet
unforeseen risks may emerge in the future.
The following table indicates the value of shares that each Trustee or nominee
beneficially owned in each fund and Pioneer Funds in the aggregate as of May 31,
2019. Beneficial ownership is determined in accordance with Securities and
Exchange Commission ("SEC") rules. The share value of any closed-end Pioneer
fund is based on its closing market price on May 31, 2019. The share value of
any open-end Pioneer fund is based on the net asset value of the class of shares
on May 31, 2019. The dollar ranges in this table are in accordance with SEC
requirements.
23
Aggregate Dollar
Range of Equity
Securities in All
Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by
Name of Trustee or Nominee in each Fund Trustee or Nominee
--------------------------------------------------------------------------------
INTERESTED TRUSTEE or NOMINEE
--------------------------------------------------------------------------------
$0(1)
$0(2)
Lisa M. Jones $0(3) Over $100,000
$0(4)
$0(5)
--------------------------------------------------------------------------------
$0(1)
$0(2)
Kenneth J. Taubes $0(3) Over $100,000
$0(4)
$0(5)
--------------------------------------------------------------------------------
INDEPENDENT TRUSTEE or NOMINEE
--------------------------------------------------------------------------------
$0(1)
$0(2)
John E. Baumgardner, Jr. $0(3) Over $100,000
$0(4)
$0(5)
--------------------------------------------------------------------------------
$0(1)
$0(2)
Benjamin M. Friedman $0(3) Over $100,000
$0(4)
$0(5)
--------------------------------------------------------------------------------
$0(1)
$0(2)
Margaret B.W. Graham $0(3) Over $100,000
$0(4)
$0(5)
--------------------------------------------------------------------------------
$0(1)
$0(2)
Lorraine H. Monchak $0(3) Over $100,000
$0(4)
$0(5)
--------------------------------------------------------------------------------
$0(1)
$0(2)
Thomas J. Perna $0(3) Over $100,000
$0(4)
$0(5)
--------------------------------------------------------------------------------
24
Aggregate Dollar
Range of Equity
Securities in All
Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by
Name of Trustee or Nominee in each Fund Trustee or Nominee
--------------------------------------------------------------------------------
INDEPENDENT TRUSTEE or NOMINEE
--------------------------------------------------------------------------------
$0(1)
$0(2)
Marguerite A. Piret $0(3) Over $100,000
$0(4)
$0(5)
--------------------------------------------------------------------------------
$0(1)
$0(2)
Fred J. Ricciardi $0(3) Over $100,000
$0(4)
$0(5)
-------------------------------------------------------------------------------------
(1) Shares held in Pioneer High Income Trust
(2) Shares held in Pioneer Municipal High Income Trust
(3) Shares held in Pioneer Municipal High Income Advantage Trust
(4) Shares held in Pioneer Floating Rate Trust
(5) Shares held in Pioneer Diversified High Income Trust
As of December 31, 2018, the Trustees, any nominee for election as a Trustee and
the officers of each fund owned beneficially in the aggregate less than 1% of
the outstanding shares of each fund.
For each of the funds, during the most recent fiscal year, none of the Trustees
or any nominee for election as a Trustee engaged in the purchase or sale of
securities of Amundi Pioneer, Amundi, Amundi USA, Inc. or any other entity in a
control relationship to Amundi Pioneer or Amundi Pioneer Distributor, Inc.
Compliance with Section 16(a) Reporting Requirements
Section 16(a) of the Exchange Act requires each fund's executive officers,
Trustees and persons who own more than ten percent of a fund's shares ("10%
Shareholders") to file reports of ownership and changes in ownership with the
SEC. Executive officers, Trustees and 10% Shareholders are required by SEC
regulations to furnish the fund with copies of all Section 16(a) forms they
file. Section 30(h) of the 1940 Act extends the reporting requirements under
Section 16(a) of the Exchange Act to certain officers of the fund's investment
adviser. Based solely on a review of the copies of these reports furnished to
25
each of the funds and representations that no other reports were required to be
filed, each fund believes that during the past fiscal year the filing
requirements applicable to such persons were met.
Executive officers
In addition to Ms. Jones, who serves as the President and Chief Executive
Officer of each fund, the following table provides information with respect to
the other executive officers of the funds. Each executive officer is elected by
the Board of Trustees and serves until his or her successor is chosen and
qualified or until his or her resignation or removal by the Board. The business
address of all officers of the funds is 60 State Street, Boston, Massachusetts
02109.
Name, age and position with each fund Principal occupation(s)
-----------------------------------------------------------------------------------------
Christopher J. Kelley Vice President and Associate General Counsel of
(54) Amundi Pioneer since January 2008 and
Secretary and Chief Legal Officer Secretary and Chief Legal Officer of all of the
Pioneer Funds since June 2010; Assistant
Secretary of all of the Pioneer Funds
from September 2003 to May 2010; and Vice
President and Senior Counsel of Amundi
Pioneer from July 2002 to December 2007
-----------------------------------------------------------------------------------------
Carol B. Hannigan Fund Governance Director of Amundi Pioneer
(58) since December 2006 and Assistant Secretary of
Assistant Secretary all the Pioneer Funds since June 2010; Manager-
Fund Governance of Amundi Pioneer from
December 2003 to November 2006; and Senior
Paralegal of Amundi Pioneer from January 2000
to November 2003
-----------------------------------------------------------------------------------------
Thomas Reyes Assistant General Counsel of Amundi Pioneer
(56) since April 2019 and Assistant Secretary of all
Assistant Secretary the Pioneer Funds since June 2010; Senior
Counsel of Amundi Pioneer from May 2013
to April 2019; Counsel of Amundi Pioneer
from June 2007 to May 2013; and Vice
President and Counsel at State Street
Bank from October 2004 to June 2007
-----------------------------------------------------------------------------------------
Mark E. Bradley Vice President - Fund Treasury of Amundi
(59) Pioneer; and Treasurer of all of the Pioneer Funds
Treasurer since March 2008; Deputy Treasurer of Amundi
Pioneer from March 2004 to February 2008; and
Assistant Treasurer of all of the Pioneer
Funds from March 2004 to February 2008
-----------------------------------------------------------------------------------------
Luis I. Presutti Director - Fund Treasury of Amundi Pioneer; and
(54) Assistant Treasurer of all of the Pioneer Funds
Assistant Treasurer
-----------------------------------------------------------------------------------------
26
Name, age and position with each fund Principal occupation(s)
-----------------------------------------------------------------------------------------
Gary Sullivan Senior Manager - Fund Treasury of Amundi
(61) Pioneer; and Assistant Treasurer of all of the
Assistant Treasurer Pioneer Funds
-----------------------------------------------------------------------------------------
David F. Johnson Senior Manager - Fund Treasury of Amundi
(39) Pioneer since November 2008; Assistant
Assistant Treasurer Treasurer of all of the Pioneer Funds since
January 2009; and Client Service Manager -
Institutional Investor Services at State
Street Bank from March 2003 to March 2007
-----------------------------------------------------------------------------------------
John Malone Managing Director, Chief Compliance Officer of
(48) Amundi Pioneer Asset Management; Amundi
Chief Compliance Officer Pioneer Asset Management USA, Inc; Amundi
Pioneer Institutional Asset Management, Inc.;
and the Pioneer Funds since September 2018;
Chief Compliance Officer of Amundi Pioneer
Distributor, Inc. since January 2014
-----------------------------------------------------------------------------------------
Kelly K. O'Donnell Vice President, AML/OFAC Compliance - Amundi
(48) Pioneer Asset Management USA, Inc; Anti-
Anti-Money Laundering Officer Money Laundering Officer of all the Pioneer
Funds since 2006
-----------------------------------------------------------------------------------------
Compensation of Trustees and officers
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer High Income Trust and Pioneer Municipal
High Income Advantage Trust for the fiscal year ended March 31, 2019. The
amounts paid to the Trustees by each fund differ due to (i) membership on or
chairing certain committees of the Board of Trustees and other responsibilities
assigned to specific Trustees, and (ii) attendance at meetings. Each fund does
not pay any salary or other compensation to its officers.
Pioneer High Income Trust and Pioneer Municipal High Income Advantage Trust:
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Trustee from each Fund Fund Expenses Pioneer Funds(1)
--------------------------------------------------------------------------------
Interested Trustees:
--------------------------------------------------------------------------------
Lisa M. Jones $0.00* $0.00 $0.00
$0.00**
--------------------------------------------------------------------------------
Kenneth J. Taubes $0.00* $0.00 $0.00
$0.00**
--------------------------------------------------------------------------------
27
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Trustee from each Fund Fund Expenses Pioneer Funds(1)
--------------------------------------------------------------------------------
Independent Trustees:
--------------------------------------------------------------------------------
Benjamin M. Friedman $*2,116.74 $0.00 $291,500.00
$**2,194.50
--------------------------------------------------------------------------------
Margaret B.W. Graham $*1,972.64 $0.00 $259,500.00
$**2,041.71
--------------------------------------------------------------------------------
Lorraine H. Monchak $*2,075.08 $0.00 $282,250.00
$**2,150.46
--------------------------------------------------------------------------------
Thomas J. Perna $*2,454.57 $0.00 $367,000.00
$**2,556.33
--------------------------------------------------------------------------------
Marguerite A. Piret $*2,062.23 $0.00 $279,250.00
$**2,135.59
--------------------------------------------------------------------------------
Fred J. Ricciardi $*1,937.40 $0.00 $251,750.00
$**2,005.10
--------------------------------------------------------------------------------
(1) As of the fiscal year ended March 31, 2019, there were 44 U.S. registered
funds in the Pioneer Funds.
* Aggregate compensation from Pioneer High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Advantage Trust.
28
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Diversified High Income Trust and
Pioneer Municipal High Income Trust for the fiscal year ended April 30, 2019.
The amounts paid to the Trustees differ due to (i) membership on or chairing
certain committees of the boards of Trustees and other responsibilities assigned
to specific Trustees, and (ii) attendance at meetings. The fund does not pay any
salary or other compensation to its officers.
Pioneer Diversified High Income Trust and Pioneer Municipal High Income Trust:
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Trustee from each Fund Fund Expenses Pioneer Funds(1)
--------------------------------------------------------------------------------
Interested Trustees:
--------------------------------------------------------------------------------
Lisa M. Jones $0.00* $0.00 $0.00
$0.00**
--------------------------------------------------------------------------------
Kenneth J. Taubes $0.00* $0.00 $0.00
$0.00**
--------------------------------------------------------------------------------
Independent Trustees:
--------------------------------------------------------------------------------
Benjamin M. Friedman $*1,000.00 $0.00 $291,500.00
$**2,028.78
--------------------------------------------------------------------------------
Margaret B.W. Graham $*1,000.00 $0.00 $259,500.00
$**1,897.15
--------------------------------------------------------------------------------
Lorraine H. Monchak $*1,000.00 $0.00 $282,250.00
$**1,990.84
--------------------------------------------------------------------------------
Thomas J. Perna $*1,000.00 $0.00 $367,000.00
$**2,340.40
--------------------------------------------------------------------------------
Marguerite A. Piret $*1,000.00 $0.00 $279,250.00
$**1,978.06
--------------------------------------------------------------------------------
Fred J. Ricciardi $*1,000.00 $0.00 $251,750.00
$**1,865.59
--------------------------------------------------------------------------------
(1) As of the fiscal year ended April 30, 2019, there were 44 U.S. registered
funds in the Pioneer Funds.
* Aggregate compensation from Pioneer Diversified High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Trust.
29
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Floating Rate Trust for the fiscal year
ended November 30, 2018. The amounts paid to the Trustees differ due to (i)
membership on or chairing certain committees of the boards of Trustees and other
responsibilities assigned to specific Trustees, and (ii) attendance at meetings.
The fund does not pay any salary or other compensation to its officers.
Pioneer Floating Rate Trust:
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Trustee from Fund Fund Expenses Pioneer Funds(1)
--------------------------------------------------------------------------------
Interested Trustees:
--------------------------------------------------------------------------------
Lisa M. Jones $0.00 $0.00 $0.00
--------------------------------------------------------------------------------
Kenneth J. Taubes $0.00 $0.00 $0.00
--------------------------------------------------------------------------------
Independent Trustees:
--------------------------------------------------------------------------------
Benjamin M. Friedman $2,283.08 $0.00 $289,875.00
--------------------------------------------------------------------------------
Margaret B.W. Graham $2,109.90 $0.00 $256,500.00
--------------------------------------------------------------------------------
Lorraine H. Monchak $2,199.25 $0.00 $273,938.00
--------------------------------------------------------------------------------
Thomas J. Perna $2,645.38 $0.00 $359,875.00
--------------------------------------------------------------------------------
Marguerite A. Piret $2,227.65 $0.00 $279,188.00
--------------------------------------------------------------------------------
Fred J. Ricciardi $2,040.26 $0.00 $243,188.00
--------------------------------------------------------------------------------
(1) As of the fiscal year ended November 30, 2018, there were 44 U.S.
registered funds in the Pioneer Funds.
Investment adviser and administrator
Amundi Pioneer (the "Adviser"), whose executive offices are located at 60 State
Street, Boston, Massachusetts 02109, serves as investment adviser and
administrator to each fund.
Amundi Pioneer is an indirect wholly owned subsidiary of Amundi and Amundi's
wholly owned subsidiary, Amundi USA, Inc. Amundi, one of the world's largest
asset managers, is headquartered in Paris, France. Amundi is majority owned by
Credit Agricole S.A. As of March 31, 2019, Amundi had more than $1.6 trillion in
assets under management worldwide. As of March 31, 2019, Amundi Pioneer (and its
U.S. affiliates) had over $84 billion in assets under management.
30
Required vote
In accordance with the Agreement and Declaration of Trust for each of Pioneer
Diversified High Income Trust, Pioneer Floating Rate Trust and Pioneer High
Income Trust, the affirmative vote of a plurality of the Common Shares of the
fund present in person or by proxy at the meeting at which a quorum exists is
required to elect each nominee for Trustee.
- Mr. Baumgardner, Ms. Jones and Ms. Monchak are the current nominees
for election as Class III Trustees of Pioneer Diversified High
Income Trust, Class I Trustees of Pioneer Floating Rate Trust and
Class II Trustees of Pioneer High Income Trust. The three nominees
receiving the greatest number of votes for Class III Trustee of
Pioneer Diversified High Income Trust, Class I Trustee of Pioneer
Floating Rate Trust and Class II Trustee of Pioneer High Income
Trust will be elected to the Board of Trustees of such fund.
In accordance with the Agreement and Declaration of Trust for each of Pioneer
Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust,
the holders of Common Shares and Preferred Shares of each fund will vote on the
respective nominees designated to be elected by such class of shares.
The affirmative vote of a plurality of the Common and Preferred Shares of the
fund present in person or by proxy at the meeting at which a quorum exists,
voting together as a single class, is required to elect each nominee for Trustee
designated to be elected by the Common and Preferred Shares of the fund.
- Ms. Jones and Ms. Monchak are the current nominees for election as
Class I Trustees of Pioneer Municipal High Income Trust and Pioneer
Municipal High Income Advantage Trust. The two nominees receiving
the greatest number of votes of the Common and Preferred Shares,
voting as a single class, for Class I Trustee of each of Pioneer
Municipal High Income Trust and Pioneer Municipal High Income
Advantage Trust will be elected to the Board of Trustees of such
fund.
The affirmative vote of a plurality of the Preferred Shares of the fund present
at the meeting in person or by proxy is required to elect the nominee for
Trustee designated to be elected by the Preferred Shares of the fund.
- Mr. Baumgardner is the current nominee for election by the Preferred
Shares only as a Class I Trustee of Pioneer Municipal High Income
Trust and Pioneer Municipal High Income Advantage Trust. The nominee
receiving the greatest number of votes of the Preferred Shares,
voting as a separate class, for Class I Trustee of each of Pioneer
Municipal High Income Trust and Pioneer Municipal High Income
Advantage Trust will be elected to the Board of Trustees of such
fund.
Recommendation
For the reasons set forth above, the Trustees of your fund unanimously recommend
that shareholders vote FOR each of Mr. Baumgardner, Ms. Jones and Ms. Monchak.
31
AUDITOR INFORMATION
Each fund's Board of Trustees, with the approval and recommendation of the Audit
Committee, has selected Ernst & Young LLP to serve as the independent registered
public accounting firm for the fund's current fiscal year.
Audit fees
The following are aggregate fees billed for professional services rendered by
Ernst & Young LLP for the two most recently completed fiscal years for its audit
of each fund's annual financial statements and fees related to services that are
normally provided by Ernst & Young LLP in connection with statutory and
regulatory filings for the two most recent fiscal years. All of these services
were pre-approved by the Audit Committee of each fund pursuant to Regulation
S-X.
For the fiscal year For the fiscal year
ended 3/31/2019 ended 3/31/2018
--------------------------------------------------------------------------------
Pioneer High Income Trust $38,500.00 $38,500.00
--------------------------------------------------------------------------------
Pioneer Municipal High Income
Advantage Trust $41,500.00 $38,500.00
--------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 4/30/2019 ended 4/30/2018
--------------------------------------------------------------------------------
Pioneer Diversified High
Income Trust $38,500.00 $38,500.00
--------------------------------------------------------------------------------
Pioneer Municipal High
Income Trust $41,500.00 $38,500.00
--------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 11/30/2018 ended 11/30/2017
--------------------------------------------------------------------------------
Pioneer Floating Rate Trust $55,00.00 $55,000.00
--------------------------------------------------------------------------------
32
Audit-related fees
The following are aggregate fees billed for assurance and related services by
Ernst & Young LLP to each fund that are related to agreed upon procedures
related to the ratings of each fund's Preferred Shares (if any) for the two most
recent fiscal years. All of these services were approved by the Audit Committee
of each fund pursuant to Regulation S-X.
For the fiscal year For the fiscal year
ended 3/31/2019 ended 3/31/2018
--------------------------------------------------------------------------------
Pioneer High Income Trust $0.00 $0.00
--------------------------------------------------------------------------------
Pioneer Municipal High Income
Advantage Trust $0.00 $12,000.00
--------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 4/30/2019 ended 4/30/2018
--------------------------------------------------------------------------------
Pioneer Diversified High
Income Trust $0.00 $0.00
--------------------------------------------------------------------------------
Pioneer Municipal High
Income Trust $0.00 $12,000.00
--------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 11/30/2018 ended 11/30/2017
--------------------------------------------------------------------------------
Pioneer Floating Rate Trust $0.00 $0.00
--------------------------------------------------------------------------------
Tax fees
The following are aggregate fees billed for professional services, primarily for
tax returns, rendered by Ernst & Young LLP for tax compliance, tax advice and
tax planning to each fund for the two most recent fiscal years. All of these
services were pre-approved by the Audit Committee of each fund pursuant to
Regulation S-X.
For the fiscal year For the fiscal year
ended 3/31/2019 ended 3/31/2018
--------------------------------------------------------------------------------
Pioneer High Income Trust $9,739.00 $8,028.00
--------------------------------------------------------------------------------
Pioneer Municipal High Income
Advantage Trust $9,739.00 $8,028.00
--------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 4/30/2019 ended 4/30/2018
--------------------------------------------------------------------------------
Pioneer Diversified High
Income Trust $10,115.00 $10,115.00
--------------------------------------------------------------------------------
Pioneer Municipal High
Income Trust $9,739.00 $8,028.00
--------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 11/30/2018 ended 11/30/2017
--------------------------------------------------------------------------------
Pioneer Floating Rate Trust $10,115.00 $10,115.00
--------------------------------------------------------------------------------
33
All other fees
There were no fees billed for other services rendered by Ernst & Young LLP to
the funds.
Affiliates' Fees for Non-Audit Services Required to be Pre-Approved
Each fund's Audit Committee is required to pre-approve services to affiliates as
defined by SEC rules to the extent that the services relate directly to the
operations or financial reporting of the fund. Affiliates include the fund's
investment adviser and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the fund (hereinafter
referred to as "affiliates" of the fund). For the fiscal years ended March 31,
2019 and 2018, for Pioneer High Income Trust and Pioneer Municipal High Income
Advantage Trust, there were no services provided to an affiliate that required
the fund's Audit Committee pre-approval. For the fiscal years ended April 30,
2019 and 2018, for Pioneer Diversified High Income Trust and Pioneer Municipal
High Income Trust, there were no services provided to an affiliate that required
the fund's Audit Committee pre-approval. For the fiscal years ended November 30,
2018 and 2017, for Pioneer Floating Rate Trust, there were no services provided
to an affiliate that required the fund's Audit Committee pre-approval.
General Audit Committee Approval Policy
o For all projects, each of the officers of the funds and the funds'
independent registered public accounting firm will make an
assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted
service categories and the "Approval of Audit, Audit-Related, Tax
and Other Services" Policy will be applied. Any services outside the
specific pre-approved service subcategories set forth above must
specifically be approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report
summarizing the services by service category, including fees,
provided by the independent registered public accounting firm as set
forth in the above policy.
The charter of each Audit Committee requires that the Audit Committee shall
approve (a) all audit and non-audit services to be provided to each fund and (b)
all non-audit services to be provided by the fund's independent public
accounting firm to Amundi Pioneer and any entity controlling, controlled by or
under common control with the investment adviser that provides ongoing services
to the fund ("Covered Service Providers") if the engagement relates directly to
the operations and financial reporting of the fund. The Audit Committee may
delegate, to the extent permitted by law, pre-approval responsibilities to one
or more members of the Audit Committee who shall report to the full Audit
Committee.
No Audit Committee may approve non-audit services that the Audit Committee
believes may impair the independence of the independent registered public
accounting firm. Permissible non-audit services include any professional
services (including tax services) that are not prohibited services as described
below provided to the fund by the independent
34
registered public accounting firm, other than those provided to a fund in
connection with an audit or a review of the financial statements of the fund.
Permissible non-audit services may not include (a) bookkeeping or other services
related to the accounting records or financial statements of the fund; (b)
financial information systems design and implementation; (c) appraisal or
valuation services, fairness opinions or contribution-in-kind reports; (d)
actuarial services; (e) internal audit outsourcing services; (f) management
functions or human resources; (g) broker or dealer, investment adviser or
investment banking services; (h) legal services and expert services unrelated to
the audit; and (i) any other service the Public Company Accounting Oversight
Board determines, by regulation, is impermissible.
Pre-approval by the Audit Committee of any permissible non-audit services is not
required so long as: (a) the aggregate amount of all such permissible non-audit
services provided to a fund, Amundi Pioneer and any Covered Service Provider
constitutes not more than 5% of the total amount of revenues paid to the
independent registered public accounting firm during the fiscal year in which
the permissible non-audit services are provided to (i) the fund, (ii) Amundi
Pioneer and (iii) any Covered Service Provider during the fiscal year in which
services are provided that would not have to be approved by the Audit Committee;
(b) the permissible non-audit services were not recognized by the fund at the
time of the engagement to be non-audit services; and (c) such services are
promptly brought to the attention of the Audit Committee and approved by the
Audit Committee (or its delegate(s)) prior to completion of the audit.
Aggregate Non-Audit Fees
The aggregate non-audit fees billed by Ernst & Young LLP for services rendered
to each fund and its affiliates, as previously defined, were as follows.
For the fiscal year For the fiscal year
ended 3/31/2019 ended 3/31/2018
--------------------------------------------------------------------------------
Pioneer High Income Trust $0.00 $0.00
--------------------------------------------------------------------------------
Pioneer Municipal High Income
Advantage Trust $0.00 $0.00
--------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 4/30/2019 ended 4/30/2018
--------------------------------------------------------------------------------
Pioneer Diversified High
Income Trust $0.00 $0.00
--------------------------------------------------------------------------------
Pioneer Municipal High
Income Trust $0.00 $0.00
--------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 11/30/2018 ended 11/30/2017
--------------------------------------------------------------------------------
Pioneer Floating Rate Trust $0.00 $0.00
--------------------------------------------------------------------------------
35
The Audit Committee of the Board of each fund has considered whether the
provision of services, other than audit services, by Ernst & Young LLP to each
fund and its affiliates is compatible with maintaining Ernst & Young LLP's
independence in performing audit services.
Representatives of Ernst & Young LLP will be available at the shareholder
meeting (either in person or via telephone), will have the opportunity to make a
statement should they desire to do so, and will be available to answer
questions.
36
INFORMATION CONCERNING THE MEETINGS
Outstanding shares and quorum
As of the record date, July 10, 2019, the following Common and Preferred Shares
of beneficial interest were outstanding for each fund:
Common Shares Preferred Shares
--------------------------------------------------------------------------------
Pioneer Diversified High Income Trust 8,332,790 None
Pioneer Floating Rate Trust 24,738,174 None
Pioneer High Income Trust 29,231,771 None
Pioneer Municipal High Income
Advantage Trust 23,889,020 Series 2021 1,600
VMTP
Variable Rate
Munifund
Term
Preferred
Shares
Pioneer Municipal High Income Trust 22,771,349 Series 2021 1,250
VMTP
Preferred -
Variable Rate
Munifund
Term
Preferred
Shares
Only shareholders of record as of the record date are entitled to notice of and
to vote at the meeting. The holders of one-third of the outstanding shares of
each fund entitled to vote in person or by proxy, counted together, shall
constitute a quorum for the transaction of business with respect to such fund.
Ownership of shares of the funds
To the knowledge of each fund, as of the record date, the following persons
owned of record or beneficially 5% or more of a class of the outstanding shares
of each class of a fund:
Pioneer Diversified High Income Trust
Record Holder Share Class Number of Shares % of Class
--------------------------------------------------------------------------------
Cede & Co (Fast Account)
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 8,330,523 99.97%
--------------------------------------------------------------------------------
37
Pioneer Floating Rate Trust
Record Holder Share Class Number of Shares % of Class
--------------------------------------------------------------------------------
Cede & Co (Fast Account)
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 24,736,550 99.99%
--------------------------------------------------------------------------------
Pioneer High Income Trust
Record Holder Share Class Number of Shares % of Class
--------------------------------------------------------------------------------
Cede & Co (Fast Account)
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 29,175,831 99.88%
--------------------------------------------------------------------------------
Pioneer Municipal High Income Advantage Trust
Record Holder Share Class Number of Shares % of Class
--------------------------------------------------------------------------------
Cede & Co (Fast Account)
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 23,885,241 99.96%
--------------------------------------------------------------------------------
Series 2021
Bank of New York VMTP Preferred -
Mellon/Wells Fargo Variable Rate
Bank N.A. Munifund Term
One Wall Street Preferred Shares
New York, NY 10286 Series 2021 1,600 100.00%
--------------------------------------------------------------------------------
Pioneer Municipal High Income Trust
Record Holder Share Class Number of Shares % of Class
--------------------------------------------------------------------------------
Cede & Co (Fast Account)
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 22,759,530 99.96%
--------------------------------------------------------------------------------
Series 2021
Bank of New York VMTP Preferred -
Mellon/Wells Fargo Variable Rate
Bank N.A. Munifund Term
One Wall Street Preferred Shares
New York, NY 10286 Series 2021 1,250 100.00%
--------------------------------------------------------------------------------
38
Shareholder proposals
Under Rule 14a-8 of the Exchange Act (relating to shareholder proposals), any
shareholder proposal that may properly be included in your fund's proxy
statement for the 2020 annual meeting, must be received by the Secretary of the
fund at the fund's principal offices at 60 State Street, Boston, Massachusetts
02109 at least 120 calendar days prior to the anniversary of the date of mailing
of the fund's proxy statement for the 2019 annual meeting, or on or before April
6, 2020. A proposal that is not to be included in a fund's proxy statement may
be made at the 2020 annual meeting for such fund only if it is received by the
Secretary of the fund at the fund's principal offices at 60 State Street,
Boston, Massachusetts 02109 not more than 120 days and at least 90 days before
the anniversary date of the mailing of the fund's proxy materials for the 2019
annual meeting provided, however, that in the event that the date of the mailing
of the notice for the 2020 annual meeting for a fund is advanced or delayed by
more than thirty (30) days from the anniversary date of the mailing of the
notice for the 2019 annual meeting, notice by a shareholder to be timely must be
so delivered not earlier than the close of business on the 120th day prior to
the date of mailing of the notice for the 2020 annual meeting and not later than
the close of business on the later of the 90th day prior to the date of mailing
of the notice for the 2020 annual meeting or the 10th day following the day on
which public announcement of the date of mailing of the notice for the 2020
meeting is first made by the fund. The funds' By-laws require that certain
information must be provided by the shareholder to the fund when notice of a
nominee for election as a Trustee or proposal is submitted to the fund.
The submission by a shareholder of a proposal for inclusion in a proxy statement
does not guarantee that it will be included. Each of Pioneer Diversified High
Income Trust, Pioneer Floating Rate Trust, Pioneer High Income Trust, Pioneer
Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust
currently expect to hold the next annual shareholders' meeting on or about
September 16, 2020, which date is subject to change. Shareholder proposals are
subject to certain regulations under the federal securities laws.
Proxies, quorum and voting at the meeting
Any shareholder who has given his or her proxy to someone generally has the
power to revoke that proxy at any time prior to its exercise by executing a
superseding proxy or by submitting a notice of revocation to the Secretary of
the fund. In addition, although mere attendance at the meeting will not revoke a
proxy, a shareholder present at the meeting may withdraw his or her proxy and
vote in person. All properly executed and unrevoked proxies received in time for
the meeting will be voted in accordance with the instructions contained in the
proxies. If no instruction is given, the persons named as proxies will vote the
shares represented thereby in favor of Proposal 1, as described above, and will
use their best judgment in connection with the transaction of such other
business as may properly come before the meeting or any adjournment or
postponement thereof.
Only shareholders of record as of the record date are entitled to notice of and
to vote at the meeting.
39
For each of Pioneer Diversified High Income Trust, Pioneer Floating Rate Trust
and Pioneer High Income Trust: one-third of the outstanding shares of the fund
entitled to vote, present in person or represented by proxy, constitutes a
quorum for the transaction of business at the meeting.
For each of Pioneer Municipal High Income Trust and Pioneer Municipal High
Income Advantage Trust: one-third of the outstanding Common and Preferred Shares
of the fund entitled to vote, present in person or represented by proxy, counted
together, constitutes a quorum for the transaction of business at the meeting.
Abstentions and "broker non-votes" will be treated as present for purposes of
determining a quorum. "Broker non-votes" occur when a broker or nominee holding
shares in "street name" indicates on the proxy card that it does not have
discretionary authority to vote on a proposal and has not received instructions
from the beneficial owner.
In the event that at the time any session of the meeting is called to order a
quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies that have been received to adjourn the shareholder meeting to
a later date and the meeting may be held as adjourned without further notice. In
the event that a quorum is present but sufficient votes in favor of the proposal
have not been received, the persons named as proxies may propose one or more
adjournments of the shareholder meeting to permit further solicitation of
proxies with respect to such proposal and the meeting may be held as adjourned
without further notice. Any such adjournment will require the affirmative vote
of more than one half of the shares of the fund present in person or by proxy on
the motion for adjournment at the session of the meeting to be adjourned. The
persons named as proxies will vote those proxies which they are entitled to vote
in favor of any such proposal, or that abstained, in favor of such an
adjournment and will vote those proxies required to be voted against any such
proposal against any such adjournment. Unless a proxy is otherwise limited in
this regard, any shares present and entitled to vote at the meeting that are
represented by broker non-votes may, at the discretion of the proxies named
therein, be voted in favor of such an adjournment. A shareholder vote may be
taken on one or more of the proposals in the proxy statement prior to such
adjournment if sufficient votes for its approval have been received and it is
otherwise appropriate. Such vote will be considered final regardless of whether
the meeting is adjourned to permit additional solicitation with respect to any
other proposal. The meeting may be postponed prior to the meeting. If the
meeting is postponed, the funds will give notice of the postponed meeting to
shareholders.
On any matter submitted to a vote of shareholders each whole share shall be
entitled to one vote as to any matter on which it is entitled to vote and each
fractional share shall be entitled to a proportionate fractional vote.
As discussed more fully under Proposal 1 above, nominees must be elected by a
plurality of the votes cast in person or by proxy at the meeting at which a
quorum exists. Abstentions and "broker non-votes" are not considered "votes
cast" and, therefore, do not constitute a
40
vote "FOR" a proposal. Thus, abstentions and "broker non-votes" will have no
effect on the voting for the election of Trustees in Proposal 1, because only
votes "FOR" are considered in a plurality voting requirement.
Other business
While the meeting has been called to transact any business that may properly
come before it, the only matters that the Trustees intend to present are those
matters stated in the attached notice of annual meeting of shareholders.
However, if any additional matters properly come before the meeting, and on all
matters incidental to the conduct of the meeting, it is the intention of the
persons named in the enclosed proxy to vote the proxy in accordance with their
judgment on such matters unless instructed to the contrary.
Method of solicitation and expenses
The cost of preparing, printing and mailing the enclosed proxy statement,
accompanying notice of annual meeting of shareholders and the accompanying proxy
card for each fund will be borne by that fund. In addition to soliciting proxies
by mail, Amundi Pioneer may, at the fund's expense, have one or more of the
fund's officers, representatives or compensated third-party agents, including
Amundi Pioneer and Amundi Pioneer Distributor, Inc., aid in the solicitation of
proxies by personal interview or telephone and may request brokerage houses and
other custodians, nominees and fiduciaries to forward proxy soliciting material
to the beneficial owners of the shares held of record by such persons. Each fund
has retained AST Fund Solutions, LLC to assist in the proxy solicitation. The
cost of its services is estimated at approximately $80,000.
Each fund may also arrange to have votes recorded by telephone, the internet or
other electronic means. The voting procedures used in connection with such
voting methods are designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been properly recorded.
If these procedures were subject to a successful legal challenge, such votes
would not be counted at the shareholder meeting. Each fund is unaware of any
such challenge at this time. In the case of telephone voting, shareholders would
be called at the phone number the transfer agent, American Stock Transfer &
Trust Company, has in its records for their accounts, and would be asked for
their Social Security number or other identifying information. The shareholders
would then be given an opportunity to authorize proxies to vote their shares at
the meeting in accordance with their instructions. In the case of automated
telephone and internet voting, shareholders would be required to provide their
Social Security number or other identifying information and would receive a
confirmation of their instructions.
Persons holding shares as nominees will be reimbursed by the fund, upon request,
for the reasonable expenses of mailing soliciting materials to the principals of
the accounts.
August 5, 2019
41
This page for your notes.
42
This page for your notes.
43
This page for your notes.
44
This page for your notes.
45
This page for your notes.
46
22246-11-0719
AMUNDI PIONEER ==========
============== PROXY CARD
ASSET MANAGEMENT ==========
PIONEER HIGH INCOME TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
[ARROW]
YOUR VOTE IS IMPORTANT NO MATTER HOW PROXY VOTING OPTIONS
MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS [ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in
SIGNIFICANT TO THE FUND AND TO YOU AS A the postage paid envelope provided
FUND SHAREHOLDER. PLEASE TAKE THE TIME
TO READ PROXY STATEMENT AND CAST YOUR [KEYBOARD & 2. ONLINE at https://vote.proxyonline.com
PROXY VOTE TODAY! MOUSE IMAGE] using your proxy voting number found below
[PHONE IMAGE] 3. PHONE dial toll-free (888) 227-9349 to
reach an automated touchtone voting line
[HEADSET IMAGE] 4. LIVE with a live operator when you call
toll-free (800) 859-8508 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
CONTROL NUMBER [ARROW] SAMPLE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 18, 2019
This proxy is solicited on behalf of the Board of Trustees of Pioneer High
Income Trust. I (we), the undersigned holder(s) of common shares of beneficial
interest, having received notice of the meeting and management's proxy statement
therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones,
Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys
(with full power of substitution in them and each of them) for and in my (our)
name(s) to attend the Annual Meeting of Shareholders of Pioneer High Income
Trust to be held on September 18, 2019, at 3:00 p.m. (Eastern time) at the
offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts 02110, and any adjourned or postponed session or sessions thereof,
and to vote and act upon the following matters (as more fully described in the
accompanying proxy statement) in respect of all common shares of beneficial
interest of Pioneer High Income Trust which I (we) will be entitled to vote or
act upon, with all the powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY
TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
https://vote.proxyonline.com/Pioneer/docs/PioneerClosedEndFunds.pdf
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
==========
PIONEER HIGH INCOME TRUST PROXY CARD
==========
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS DIRECTED BY THE UNDERSIGNED. ------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
Note: In signing, please write name(s) exactly as they appear on this
proxy. When signing as attorney, executor, administrator or other
fiduciary, please give your full title as such. Joint owners should each sign
personally. ------------------------------------------
SIGNATURE OF JOINT OWNER, IF ANY DATE
-----------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: []
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER HIGH INCOME TRUST
AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
===========================================================================================================
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
===========================================================================================================
1. To elect three Class II trustees of Pioneer High Income Trust, as named in the
attached proxy statement, each to serve on the Board of Trustees until his or her O O O
successor has been duly elected and qualified. The nominees for trustee are:
===========================================================================================================
CLASS II
a) Lisa M. Jones
b) Lorraine H. Monchak
c) John E. Baumgardner, Jr.
To withhold authority to vote "FOR" any individual nominee, mark the "FOR
ALL EXCEPT" box and write the nominee's letter(s) on the line provided
below.
-------------------------------------------------------------------------
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE SIGNATORY.
IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
AMUNDI PIONEER ==========
============== PROXY CARD
ASSET MANAGEMENT ==========
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
[ARROW]
YOUR VOTE IS IMPORTANT NO MATTER HOW PROXY VOTING OPTIONS
MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS [ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in
SIGNIFICANT TO THE FUND AND TO YOU AS A the postage paid envelope provided
FUND SHAREHOLDER. PLEASE TAKE THE TIME
TO READ PROXY STATEMENT AND CAST YOUR [KEYBOARD & 2. ONLINE at https://vote.proxyonline.com
PROXY VOTE TODAY! MOUSE IMAGE] using your proxy voting number found below
[PHONE IMAGE] 3. PHONE dial toll-free (888) 227-9349 to
reach an automated touchtone voting line
[HEADSET IMAGE] 4. LIVE with a live operator when you call
toll-free (800) 859-8508 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
CONTROL NUMBER [ARROW] SAMPLE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 18, 2019
This proxy is solicited on behalf of the Board of Trustees of Pioneer
Municipal High Income Advantage Trust. I (we), the undersigned holder(s) of
common shares of beneficial interest, having received notice of the meeting and
management's proxy statement therefore, and revoking all prior proxies, hereby
appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them,
my (our) attorneys (with full power of substitution in them and each of them)
for and in my (our) name(s) to attend the Annual Meeting of Shareholders of
Pioneer Municipal High Income Advantage Trust to be held on September 18, 2019,
at 3:00 p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One
Federal Street, Boston, Massachusetts 02110, and any adjourned or postponed
session or sessions thereof, and to vote and act upon the following matters (as
more fully described in the accompanying proxy statement) in respect of all
common shares of beneficial interest of Pioneer Municipal High Income Advantage
Trust which I (we) will be entitled to vote or act upon, with all the powers I
(we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY
TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
https://vote.proxyonline.com/Pioneer/docs/PioneerClosedEndFunds.pdf
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
==========
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PROXY CARD
==========
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS DIRECTED BY THE UNDERSIGNED. ------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
Note: In signing, please write name(s) exactly as they appear on this
proxy. When signing as attorney, executor, administrator or other
fiduciary, please give your full title as such. Joint owners should each sign
personally. ------------------------------------------
SIGNATURE OF JOINT OWNER, IF ANY DATE
-----------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: []
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH
INCOME ADVANTAGE TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE
ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING
PROPOSAL:
===========================================================================================================
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
===========================================================================================================
1. To elect two Class I trustees of Pioneer Municipal High Income Advantage Trust,
as named in the attached proxy statement, each to serve on the Board of O O O
Trustees until his or her successor has been duly elected and qualified. The
nominees for trustee are:
===========================================================================================================
CLASS I
a) Lisa M. Jones
b) Lorraine H. Monchak
To withhold authority to vote "FOR" any individual nominee, mark the "FOR
ALL EXCEPT" box and write the nominee's letter(s) on the line provided
below.
-------------------------------------------------------------------------
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE SIGNATORY.
IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
AMUNDI PIONEER ==========
============== PROXY CARD
ASSET MANAGEMENT ==========
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
[ARROW]
YOUR VOTE IS IMPORTANT NO MATTER HOW PROXY VOTING OPTIONS
MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS [ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in
SIGNIFICANT TO THE FUND AND TO YOU AS A the postage paid envelope provided
FUND SHAREHOLDER. PLEASE TAKE THE TIME
TO READ PROXY STATEMENT AND CAST YOUR [KEYBOARD & 2. ONLINE at https://vote.proxyonline.com
PROXY VOTE TODAY! MOUSE IMAGE] using your proxy voting number found below
[PHONE IMAGE] 3. PHONE dial toll-free (888) 227-9349 to
reach an automated touchtone voting line
[HEADSET IMAGE] 4. LIVE with a live operator when you call
toll-free (800) 859-8508 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
CONTROL NUMBER [ARROW] SAMPLE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 18, 2019
This proxy is solicited on behalf of the Board of Trustees of Pioneer
Municipal High Income Advantage Trust. I (we), the undersigned holder(s) of
Variable Rate Munifund Term Preferred Shares ("preferred shares") of beneficial
interest, having received notice of the meeting and management's proxy statement
therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones,
Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys
(with full power of substitution in them and each of them) for and in my (our)
name(s) to attend the Annual Meeting of Shareholders of Pioneer Municipal High
Income Advantage Trust to be held on September 18, 2019, at 3:00 p.m. (Eastern
time) at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts 02110, and any adjourned or postponed session or sessions thereof,
and to vote and act upon the following matters (as more fully described in the
accompanying proxy statement) in respect of all preferred shares of beneficial
interest of Pioneer Municipal High Income Advantage Trust which I (we) will be
entitled to vote or act upon, with all the powers I (we) would possess if
personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY
TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
https://vote.proxyonline.com/Pioneer/docs/PioneerClosedEndFunds.pdf
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
==========
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PROXY CARD
==========
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS DIRECTED BY THE UNDERSIGNED. ------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
Note: In signing, please write name(s) exactly as they appear on this
proxy. When signing as attorney, executor, administrator or other
fiduciary, please give your full title as such. Joint owners should each sign
personally. ------------------------------------------
SIGNATURE OF JOINT OWNER, IF ANY DATE
-----------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: []
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH
INCOME ADVANTAGE TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE
ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING
PROPOSAL:
===========================================================================================================
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
===========================================================================================================
1. To elect three Class I trustees of Pioneer Municipal High Income Advantage
Trust, as named in the attached proxy statement, each to serve on the Board of O O O
Trustees until his or her successor has been duly elected and qualified. The
nominees for trustee are:
===========================================================================================================
CLASS I
a) Lisa M. Jones
b) Lorraine H. Monchak
c) John E. Baumgardner, Jr.
To withhold authority to vote "FOR" any individual nominee, mark the "FOR
ALL EXCEPT" box and write the nominee's letter(s) on the line provided
below.
-------------------------------------------------------------------------
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE SIGNATORY.
IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
AMUNDI PIONEER ==========
============== PROXY CARD
ASSET MANAGEMENT ==========
PIONEER MUNICIPAL HIGH INCOME TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
[ARROW]
YOUR VOTE IS IMPORTANT NO MATTER HOW PROXY VOTING OPTIONS
MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS [ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in
SIGNIFICANT TO THE FUND AND TO YOU AS A the postage paid envelope provided
FUND SHAREHOLDER. PLEASE TAKE THE TIME
TO READ PROXY STATEMENT AND CAST YOUR [KEYBOARD & 2. ONLINE at https://vote.proxyonline.com
PROXY VOTE TODAY! MOUSE IMAGE] using your proxy voting number found below
[PHONE IMAGE] 3. PHONE dial toll-free (888) 227-9349 to
reach an automated touchtone voting line
[HEADSET IMAGE] 4. LIVE with a live operator when you call
toll-free (800) 859-8508 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
CONTROL NUMBER [ARROW] SAMPLE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 18, 2019
This proxy is solicited on behalf of the Board of Trustees of Pioneer
Municipal High Income Trust. I (we), the undersigned holder(s) of common shares
of beneficial interest, having received notice of the meeting and management's
proxy statement therefore, and revoking all prior proxies, hereby appoint Lisa
M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Municipal High Income Trust to be held on September 18, 2019, at 3:00 p.m.
(Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One Federal
Street, Boston, Massachusetts 02110, and any adjourned or postponed session or
sessions thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of Pioneer Municipal High Income Trust which I (we) will
be entitled to vote or act upon, with all the powers I (we) would possess if
personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY
TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
https://vote.proxyonline.com/Pioneer/docs/PioneerClosedEndFunds.pdf
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
==========
PIONEER MUNICIPAL HIGH INCOME TRUST PROXY CARD
==========
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS DIRECTED BY THE UNDERSIGNED. ------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
Note: In signing, please write name(s) exactly as they appear on this
proxy. When signing as attorney, executor, administrator or other
fiduciary, please give your full title as such. Joint owners should each sign
personally. ------------------------------------------
SIGNATURE OF JOINT OWNER, IF ANY DATE
-----------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: []
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH
INCOME TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE
PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
===========================================================================================================
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
===========================================================================================================
1. To elect two Class I trustees of Pioneer Municipal High Income Trust, as named
in the attached proxy statement, each to serve on the Board of Trustees until his O O O
or her successor has been duly elected and qualified. The nominees for trustee
are:
===========================================================================================================
CLASS I
a) Lisa M. Jones
b) Lorraine H. Monchak
To withhold authority to vote "FOR" any individual nominee, mark the "FOR
ALL EXCEPT" box and write the nominee's letter(s) on the line provided
below.
-------------------------------------------------------------------------
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE SIGNATORY.
IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
AMUNDI PIONEER ==========
============== PROXY CARD
ASSET MANAGEMENT ==========
PIONEER MUNICIPAL HIGH INCOME TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
[ARROW]
YOUR VOTE IS IMPORTANT NO MATTER HOW PROXY VOTING OPTIONS
MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS [ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in
SIGNIFICANT TO THE FUND AND TO YOU AS A the postage paid envelope provided
FUND SHAREHOLDER. PLEASE TAKE THE TIME
TO READ PROXY STATEMENT AND CAST YOUR [KEYBOARD & 2. ONLINE at https://vote.proxyonline.com
PROXY VOTE TODAY! MOUSE IMAGE] using your proxy voting number found below
[PHONE IMAGE] 3. PHONE dial toll-free (888) 227-9349 to
reach an automated touchtone voting line
[HEADSET IMAGE] 4. LIVE with a live operator when you call
toll-free (800) 859-8508 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
CONTROL NUMBER [ARROW] SAMPLE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 18, 2019
This proxy is solicited on behalf of the Board of Trustees of Pioneer
Municipal High Income Trust. I (we), the undersigned holder(s) of Variable Rate
Munifund Term Preferred Shares ("preferred shares") of beneficial interest,
having received notice of the meeting and management's proxy statement
therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones,
Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys
(with full power of substitution in them and each of them) for and in my (our)
name(s) to attend the Annual Meeting of Shareholders of Pioneer Municipal High
Income Trust to be held on September 18, 2019, at 3:00 p.m. (Eastern time) at
the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts 02110, and any adjourned or postponed session or sessions thereof,
and to vote and act upon the following matters (as more fully described in the
accompanying proxy statement) in respect of all preferred shares of beneficial
interest of Pioneer Municipal High Income Trust which I (we) will be entitled to
vote or act upon, with all the powers I (we) would possess if personally
present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY
TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
https://vote.proxyonline.com/Pioneer/docs/PioneerClosedEndFunds.pdf
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
==========
PIONEER MUNICIPAL HIGH INCOME TRUST PROXY CARD
==========
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS DIRECTED BY THE UNDERSIGNED. ------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
Note: In signing, please write name(s) exactly as they appear on this
proxy. When signing as attorney, executor, administrator or other
fiduciary, please give your full title as such. Joint owners should each sign
personally. ------------------------------------------
SIGNATURE OF JOINT OWNER, IF ANY DATE
-----------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: []
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH
INCOME TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE
PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
===========================================================================================================
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
===========================================================================================================
1. To elect three Class I trustees of Pioneer Municipal High Income Trust, as named
in the attached proxy statement, each to serve on the Board of Trustees until his O O O
or her successor has been duly elected and qualified. The nominees for trustee
are:
===========================================================================================================
CLASS I
a) Lisa M. Jones
b) Lorraine H. Monchak
c) John E. Baumgardner, Jr.
To withhold authority to vote "FOR" any individual nominee, mark the "FOR
ALL EXCEPT" box and write the nominee's letter(s) on the line provided
below.
-------------------------------------------------------------------------
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE SIGNATORY.
IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
AMUNDI PIONEER ==========
============== PROXY CARD
ASSET MANAGEMENT ==========
PIONEER FLOATING RATE TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
[ARROW]
YOUR VOTE IS IMPORTANT NO MATTER HOW PROXY VOTING OPTIONS
MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS [ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in
SIGNIFICANT TO THE FUND AND TO YOU AS A the postage paid envelope provided
FUND SHAREHOLDER. PLEASE TAKE THE TIME
TO READ PROXY STATEMENT AND CAST YOUR [KEYBOARD & 2. ONLINE at https://vote.proxyonline.com
PROXY VOTE TODAY! MOUSE IMAGE] using your proxy voting number found below
[PHONE IMAGE] 3. PHONE dial toll-free (888) 227-9349 to
reach an automated touchtone voting line
[HEADSET IMAGE] 4. LIVE with a live operator when you call
toll-free (800) 859-8508 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
CONTROL NUMBER [ARROW] SAMPLE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 18, 2019
This proxy is solicited on behalf of the Board of Trustees of Pioneer
Floating Rate Trust. I (we), the undersigned holder(s) of common shares of
beneficial interest, having received notice of the meeting and management's
proxy statement therefore, and revoking all prior proxies, hereby appoint Lisa
M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Floating Rate Trust to be held on September 18, 2019, at 3:00 p.m. (Eastern
time) at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts 02110, and any adjourned or postponed session or sessions thereof,
and to vote and act upon the following matters (as more fully described in the
accompanying proxy statement) in respect of all common shares of beneficial
interest of Pioneer Floating Rate Trust which I (we) will be entitled to vote or
act upon, with all the powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY
TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
https://vote.proxyonline.com/Pioneer/docs/PioneerClosedEndFunds.pdf
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
==========
PIONEER FLOATING RATE TRUST PROXY CARD
==========
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS DIRECTED BY THE UNDERSIGNED. ------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
Note: In signing, please write name(s) exactly as they appear on this
proxy. When signing as attorney, executor, administrator or other
fiduciary, please give your full title as such. Joint owners should each sign
personally. ------------------------------------------
SIGNATURE OF JOINT OWNER, IF ANY DATE
-----------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: []
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER FLOATING RATE
TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE
BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
===========================================================================================================
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
===========================================================================================================
1. To elect three Class III trustees of Pioneer Diversified High Income Trust, as
named in the attached proxy statement, each to serve on the Board of Trustees O O O
until his or her successor has been duly elected and qualified. The nominees for
trustee are:
===========================================================================================================
CLASS I
a) Lisa M. Jones
b) Lorraine H. Monchak
c) John E. Baumgardner, Jr.
To withhold authority to vote "FOR" any individual nominee, mark the "FOR
ALL EXCEPT" box and write the nominee's letter(s) on the line provided
below.
-------------------------------------------------------------------------
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE SIGNATORY.
IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
AMUNDI PIONEER ==========
============== PROXY CARD
ASSET MANAGEMENT ==========
PIONEER DIVERSIFIED HIGH INCOME TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
[ARROW]
YOUR VOTE IS IMPORTANT NO MATTER HOW PROXY VOTING OPTIONS
MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS [ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in
SIGNIFICANT TO THE FUND AND TO YOU AS A the postage paid envelope provided
FUND SHAREHOLDER. PLEASE TAKE THE TIME
TO READ PROXY STATEMENT AND CAST YOUR [KEYBOARD & 2. ONLINE at https://vote.proxyonline.com
PROXY VOTE TODAY! MOUSE IMAGE] using your proxy voting number found below
[PHONE IMAGE] 3. PHONE dial toll-free (888) 227-9349 to
reach an automated touchtone voting line
[HEADSET IMAGE] 4. LIVE with a live operator when you call
toll-free (800) 859-8508 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
CONTROL NUMBER [ARROW] SAMPLE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 18, 2019
This proxy is solicited on behalf of the Board of Trustees of Pioneer
Diversified High Income Trust. I (we), the undersigned holder(s) of common
shares of beneficial interest, having received notice of the meeting and
management's proxy statement therefore, and revoking all prior proxies, hereby
appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them,
my (our) attorneys (with full power of substitution in them and each of them)
for and in my (our) name(s) to attend the Annual Meeting of Shareholders of
Pioneer Diversified High Income Trust to be held on September 18, 2019, at 3:00
p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One Federal
Street, Boston, Massachusetts 02110, and any adjourned or postponed session or
sessions thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of Pioneer Diversified High Income Trust which I (we)
will be entitled to vote or act upon, with all the powers I (we) would possess
if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY
TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
https://vote.proxyonline.com/Pioneer/docs/PioneerClosedEndFunds.pdf
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
==========
PIONEER DIVERSIFIED HIGH INCOME TRUST PROXY CARD
==========
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS DIRECTED BY THE UNDERSIGNED. ------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
Note: In signing, please write name(s) exactly as they appear on this
proxy. When signing as attorney, executor, administrator or other
fiduciary, please give your full title as such. Joint owners should each sign
personally. ------------------------------------------
SIGNATURE OF JOINT OWNER, IF ANY DATE
-----------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: []
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER DIVERSIFIED HIGH
INCOME TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE
PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
===========================================================================================================
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
===========================================================================================================
1. To elect three Class III trustees of Pioneer Diversified High Income Trust, as
named in the attached proxy statement, each to serve on the Board of Trustees O O O
until his or her successor has been duly elected and qualified. The nominees for
trustee are:
===========================================================================================================
CLASS III
a) Lisa M. Jones
b) Lorraine H. Monchak
c) John E. Baumgardner, Jr.
To withhold authority to vote "FOR" any individual nominee, mark the "FOR
ALL EXCEPT" box and write the nominee's letter(s) on the line provided
below.
-------------------------------------------------------------------------
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE SIGNATORY.
IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]