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|
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|X| Definitive Proxy Statement
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PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
PIONEER HIGH INCOME TRUST (PHT)
PIONEER MUNICIPAL HIGH INCOME TRUST (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST (MAV)
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(Name of Registrant(s) as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(1) Title of each class of securities to which transaction applies:
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PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
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 16, 2020
To the shareholders of Pioneer Diversified High Income Trust, Pioneer High
Income Trust, Pioneer Municipal High Income Trust and Pioneer Municipal High
Income Advantage Trust:
The annual meeting of shareholders (the "annual meeting") of each of the above
registered investment companies (each, a "fund" and, collectively, the "funds")
is scheduled to be held at the offices of Morgan, Lewis & Bockius LLP, One
Federal Street, Boston, Massachusetts 02110, on Wednesday, September 16, 2020
at 2:00 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, by the holders of Common and
Preferred Shares voting together as a single class, and (ii) with respect to
Pioneer Diversified High Income 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 annual
meeting or any adjournments, postponements, continuations, or rescheduling
thereof.
The funds' Board of Trustees (the "Board") knows of no business other than that
mentioned in this Notice of annual meeting of shareholders that will be
presented for consideration at the annual meeting. If any other matters are
properly presented at the annual meeting, it is the intention of the persons
named as proxies by the Board to vote on such matters in accordance with their
judgment.
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.
The Board has fixed the close of business on July 10, 2020 as the record date
for the determination of the shareholders entitled to notice of and to vote at
the annual meeting and any adjournments, postponements, continuations, or
rescheduling thereof.
As part of our precautions regarding the novel coronavirus (COVID-19), we are
sensitive to the public health and travel concerns that our shareholders may
have, as well as any restrictions and/or protocols that federal, state, and
local governments may impose. Accordingly, in order to maintain a safe and
healthy environment at our annual meeting, the funds and the Board are closely
monitoring statements issued by the World Health Organization (who.int) and the
Centers for Disease Control and Prevention (cdc.gov) regarding COVID-19. For
that reason, the Board reserves the right to reconsider the date, time, and/or
means of convening the annual meeting. Subject to any restrictions imposed by
applicable law, the Board may choose to conduct the annual meeting solely by
means of remote communications, or may hold a "hybrid" meeting where some
participants attend in person and others attend by means of remote
communications. If the Board chooses to change the date, time, and/or means of
convening the annual meeting, including holding the annual meeting by means of
remote communications, the funds will announce the decision to do so in
advance, and details on how to participate will be set forth in a press release
issued by the funds, filed with the Securities and Exchange Commission (the
"SEC") as additional
proxy material, and posted on our website: amundipioneer.com/us. We encourage
you to check the website prior to the meeting if you plan to attend. Attendees
are also encouraged to review guidance from public health authorities on this
issue.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING
TO BE HELD ON SEPTEMBER 16, 2020: This Notice and the attached 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, Chief Legal Officer
and Secretary
Boston, Massachusetts
August 4, 2020
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WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, AND IN ORDER TO
FACILITATE TIMELY RECEIPT OF YOUR PROXY VOTE GIVEN THE POTENTIAL IMPACT OF
COVID-19, WE RESPECTFULLY URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD AS PROMPTLY AS POSSIBLE. VOTING NOW WILL NOT LIMIT YOUR RIGHT TO CHANGE
YOUR VOTE OR TO ATTEND THE ANNUAL MEETING.
PROXY STATEMENT OF
PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
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 is scheduled to be held at the offices of Morgan, Lewis & Bockius
LLP, One Federal Street, Boston, Massachusetts 02110, at 2:00 p.m., Eastern
Time, on Wednesday, September 16, 2020, and at any adjournments, postponements,
continuations or rescheduling thereof 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.
We currently plan to hold the annual meeting at the offices of Morgan, Lewis &
Bockius LLP, One Federal Street, Boston, Massachusetts 02110. However, as part
of our precautions regarding the novel coronavirus (COVID-19), we are sensitive
to the public health and travel concerns that our shareholders may have, as
well as any restrictions and/or protocols that federal, state, and local
governments may impose. Accordingly, in order to maintain a safe and healthy
environment at our annual meeting, the funds and the Board are closely
monitoring statements issued by the World Health Organization (who.int) and the
Centers for Disease Control and Prevention (cdc.gov) regarding COVID-19. For
that reason, the Board reserves the right to reconsider the date, time, and/or
means of convening the annual meeting. Subject to any restrictions imposed by
applicable law, the Board may choose to
3
conduct the annual meeting solely by means of remote communications, or may hold
a "hybrid" meeting where some participants attend in person and others attend by
means of remote communications. If the Board chooses to change the date, time,
and/or means of convening the annual meeting, including holding the annual
meeting by means of remote communications, the funds will announce the decision
to do so in advance, and details on how to participate will be set forth in a
press release issued by the funds, filed with the SEC as additional proxy
material, and posted on our website: amundipioneer.com/us. We encourage you to
check the website prior to the meeting if you plan to attend. Attendees are also
encouraged to review guidance from public health authorities on this issue.
This proxy statement and the enclosed proxy card are being mailed to
shareholders of each fund on or about August 4, 2020. 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,
2020 (the "record date") are entitled to vote on all of the fund's business at
the annual shareholder meeting and any adjournments, postponements
continuations, or rescheduling 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 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.
4
PROPOSAL 1
ELECTION OF BOARD OF TRUSTEES
Introduction
Shareholders of each fund are being asked to consider the election of Diane
Durnin, Benjamin M. Friedman and Kenneth J. Taubes to the Board of Trustees of
each fund.
Ms. Durnin, Mr. Friedman and Mr. Taubes stand for election as their terms expire
in 2020. Each of Ms. Durnin, Mr. Friedman and Mr. Taubes currently serves as a
Trustee of each fund and has served in that capacity continuously since
originally elected or appointed. Mr. Friedman has served as a Trustee since 2008
and was most recently elected by shareholders in 2017. Mr. Taubes has served as
a Trustee since 2014 and was most recently elected by shareholders in 2017. Ms.
Durnin was appointed by the Board of Trustees as a Trustee in January 2020 to
fill a vacancy created when Margaret B. W. Graham retired from the Board of
Trustees. Accordingly, Ms. Durnin has not been elected by each fund's
shareholders. If elected, each of Ms. Durnin, Mr. Friedman and Mr. Taubes 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 Ms. Durnin, Mr. Friedman and
Mr. Taubes as Trustees of each fund.
Trustee Class Designations and Terms of Office
Each fund's Agreement and Declaration of Trust provides that 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.
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 -- Ms. Durnin, Mr. Friedman and Mr. Taubes. Terms
expire in 2020 at the annual meeting. Each of
these Trustees has been nominated for election at
the annual meeting.
Class II Trustees -- Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms
expire in 2021.
Class III Trustees -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms
expire in 2022.
Pioneer Municipal High Income Trust and Pioneer Municipal High Income
Advantage Trust
Class I Trustees -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms
expire in 2022.
Class II Trustees -- Ms. Durnin, Mr. Friedman and Mr. Taubes. Terms
expire at the upcoming 2020 annual meeting. Each
Trustee is nominated for election at the meeting.
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. Baumgardner, Ms. Jones and Ms. Monchak. Terms
expire in 2022.
Class III Trustees -- Ms. Durnin, Mr. Friedman and Mr. Taubes. Terms
expire at the upcoming 2020 annual meeting. Each
Trustee is nominated for election at the meeting.
Mr. Baumgardner and Ms. Piret are designated as the Trustees to be elected by
the holders of the Preferred Shares of each fund that has issued Preferred
Shares. As noted above, neither Mr. Baumgardner's nor Ms. Piret's term expires
at the upcoming 2020 annual meeting. Consequently, holders of Preferred Shares
of Pioneer Municipal High Income Trust and Pioneer Municipal High Income
Advantage Trust are not being asked to vote as a separate class at the upcoming
2020 annual meeting.
6
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 serves as
a Trustee of each of the 45 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
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Independent Trustees and Nominees:
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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 Executive Officer (2008 -- 2012), communications and
Trustee in 2021. Quadriserv, Inc. (technology securities processing
Pioneer High Income products for securities lending provider for financial
Trust: Class I Trustee industry); and Senior Executive services industry) (2009
since 2006. Term expires Vice President, The Bank of New -- present); Director,
in 2021. York (financial and securities Quadriserv, Inc. (2005 --
services) (1986 -- 2004) 2013); and
Pioneer Municipal Commissioner, New
High Income Trust: Jersey State Civil Service
Class III Trustee since Commission
2006. Term expires (2011 -- 2015)
in 2021.
Pioneer Municipal
High Income
Advantage Trust: Class
III Trustee since 2006.
Term expires in 2021.
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John E. Pioneer Diversified Of Counsel (2019 -- present), None
Baumgardner, High Income Trust: Partner (1983-2018), Sullivan &
Jr. (68)* Class III Trustee since Cromwell LLP (law firm).
Trustee 2019. Term expires
in 2022.
Pioneer High Income
Trust: Class II Trustee
since 2019. Term expires
in 2022.
Pioneer Municipal
High Income Trust:
Class I Trustee since
2019. Term expires
in 2022.
Pioneer Municipal
High Income
Advantage Trust: Class I
Trustee since 2019. Term
expires in 2022.
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8
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
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Independent Trustees and Nominees:
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Diane Durnin Pioneer Diversified Managing Director - Head of None
(63) High Income Trust: Product Strategy and
Trustee Class I Trustee since Development, BNY Mellon
Nominee 2020. Term expires Investment Management
in 2020. (investment management firm)
Pioneer High Income (2012-2018); Vice Chairman --
Trust: Class III Trustee The Dreyfus Corporation (2005
since 2020. Term expires -- 2018): Executive Vice
in 2020. President Head of Product, BNY
Mellon Investment Management
Pioneer Municipal (2007-2012); Executive Director-
High Income Trust: Product Strategy, Mellon Asset
Class II Trustee since Management (2005-2007);
2020. Term expires Executive Vice President Head of
in 2020. Products, Marketing and Client
Pioneer Municipal Service, Dreyfus Corporation
High Income (investment management firm)
Advantage Trust: Class (2000-2005); Senior Vice
II Trustee since 2020. President Strategic Product and
Term expires in 2020. Business Development, Dreyfus
Corporation (1994-2000)
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9
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
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Independent Trustees and Nominees:
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Benjamin M. Pioneer Diversified William Joseph Maier Professor Trustee, Mellon
Friedman (75) High Income Trust: of Political Economy, Harvard Institutional Funds
Trustee Class I Trustee since University (1972 -- present) Investment Trust and
Nominee 2008. Term expires Mellon Institutional Funds
in 2020. Master Portfolio (oversaw
Pioneer High Income 17 portfolios in fund
Trust: Class III Trustee complex) (1989 - 2008)
since 2008. Term expires
in 2020.
Pioneer Municipal
High Income Trust:
Class II Trustee since
2008. Term expires
in 2020.
Pioneer Municipal
High Income
Advantage Trust: Class
II Trustee since 2008.
Term expires in 2020.
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10
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
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Independent Trustees and Nominees:
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Lorraine H. Pioneer Diversified Chief Investment Officer, 1199 None
Monchak (64) High Income Trust: SEIU Funds (healthcare workers
Trustee Class III Trustee since union pension funds) (2001 --
2015. Term expires present); Vice President --
in 2022. International Investments
Pioneer High Income Group, American International
Trust: Class II Trustee Group, Inc. (insurance
since 2015. Term expires company) (1993 -- 2001); Vice
in 2022. President Corporate Finance and
Treasury Group, Citibank,
Pioneer Municipal N.A.(1980 -- 1986 and 1990 --
High Income Trust: 1993); Vice President --
Class I Trustee since Asset/Liability Management
2015. Term expires Group, Federal Farm Funding
in 2022. Corporation (government-
Pioneer Municipal sponsored issuer of debt
High Income securities) (1988 -- 1990);
Advantage Trust: Class I Mortgage Strategies Group,
Trustee since 2015. Term Shearson Lehman Hutton, Inc.
expires in 2022. (investment bank) (1987 --
1988); Mortgage Strategies
Group, Drexel Burnham
Lambert, Ltd. (investment bank)
(1986 -- 1987)
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11
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
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Independent Trustees and Nominees:
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Marguerite A. Pioneer Diversified Chief Financial Officer, American Director of New America
Piret (72) High Income Trust: Ag Energy, Inc. (controlled High Income Fund, Inc.
Trustee Class II Trustee since environment and agriculture (closed-end investment
2007. Term expires company) (2016 -- present); company) (2004 --
in 2021. President and Chief Executive present); and Member,
Pioneer High Income Officer, Metric Financial Inc. Board of Governors,
Trust: Class I Trustee (formerly known as Newbury Investment Company
since 2002. Term expires Piret Company) (investment Institute (2000 -- 2006)
in 2021. banking firm) (1981 -- 2019)
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.
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12
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
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Independent Trustees and Nominees:
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Fred J. Pioneer Diversified Consultant (investment None
Ricciardi (73) High Income Trust: company services) (2012 --
Trustee Class II Trustee since present); Executive Vice
2014. Term expires President, BNY Mellon (financial
in 2021. and investment company
Pioneer High Income services) (1969 -- 2012);
Trust: Class I Trustee Director, BNY International
since 2014. Term expires Financing Corp. (financial
in 2021. services) (2002 -- 2012);
Director, Mellon Overseas
Pioneer Municipal Investment Corp. (financial
High Income Trust: services) (2009 -- 2012);
Class III Trustee since Director, Financial Models
2014. Term expires (technology) (2005-2007);
in 2021. Director, BNY Hamilton Funds,
Pioneer Municipal Ireland (offshore investment
High Income companies) (2004-2007);
Advantage Trust: Class Chairman/Director, AIB/BNY
III Trustee since 2014. Securities Services, Ltd., Ireland
Term expires in 2021. (financial services) (1999-2006);
Chairman, BNY Alternative
Investment Services, Inc.
(financial services) (2005-2007)
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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
(58)** High Income Trust: Amundi Pioneer Asset
Trustee, Class III Trustee since Management USA, Inc.
President and 2014. Term expires (investment management firm)
Chief Executive in 2022. (since September 2014);
Officer Director, CEO and President of
Pioneer High Income Amundi Pioneer Asset
Trust: Class II Trustee Management, Inc. (since
since 2014. Term expires September 2014); Director, CEO
in 2022 and President of Amundi
Pioneer Distributor, Inc. (since
Pioneer Municipal September 2014); Director, CEO
High Income Trust: and President of Amundi
Class I Trustee since Pioneer Institutional Asset
2014. Term expires Management, Inc. (since
in 2022. September 2014); Chair, Amundi
Pioneer Municipal Pioneer Asset Management
High Income USA, Inc., Amundi Pioneer
Advantage Trust: Class I Distributor, Inc. and Amundi
Trustee since 2014. Term Pioneer Institutional Asset
expires in 2022. Management, Inc. (September
2014 -- 2018); Managing
Director, Morgan Stanley
Investment Management
(investment management firm)
(2010 -- 2013); Director of
Institutional Business, CEO of
International, Eaton Vance
Management (investment
management firm) (2005 --
2010); Director of Amundi USA,
Inc. (since 2017)
-------------------------------------------------------------------------------------------------
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 (62)** High Income Trust: President (since 2008) and Chief
Trustee Class I Trustee since Investment Officer, U.S. (since
Nominee 2014. Term expires 2010) of Amundi Pioneer Asset
in 2020. Management USA, Inc.
Pioneer High Income (investment management firm);
Trust: Class III Trustee Director and Executive Vice
since 2014. Term expires President and Chief Investment
in 2020. Officer, U.S. of Amundi Pioneer
(since 2008); Executive Vice
Pioneer Municipal President and Chief Investment
High Income Trust: Officer, U.S. of Amundi Pioneer
Class II Trustee since Institutional Asset Management,
2014. Term expires Inc. (since 2009); Portfolio
in 2020. Manager of Amundi Pioneer
Pioneer Municipal (since 1999); Director of
High Income Amundi USA, Inc. (since 2017)
Advantage Trust: Class
II Trustee since 2014.
Term expires in 2020.
-----------------------------------------------------------------------------------------------
* Mr. Baumgardner is Of Counsel to Sullivan & Cromwell LLP, which acts as
independent outside legal 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 of Pioneer Diversified High Income
Trust and Pioneer Municipal High Income Trust, the Board of Trustees held 7
meetings. During the most recent fiscal years of each of Pioneer High Income
Trust and Pioneer Municipal High Income Advantage Trust, 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 2019 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 Trustee also
serves on the Boards of Trustees of other exchange-listed closed-end funds,
closed-end interval funds, and open-end funds, all part of the Pioneer funds
complex, and has substantial experience protecting fund shareholders'
interests. As part of their service on the boards of Pioneer closed-end funds',
the nominees regularly evaluate issues unique to closed-end funds, including
the discount at which closed-end funds' shares may trade relative to their net
asset value per share. Each of the Independent 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 an attorney practicing investment management, corporate
and securities law and experience as a board member of other organizations; Ms.
Durnin, investment management and investment company experience as an executive
officer of an investment adviser; Mr. Friedman, academic leadership, economic
and finance experience and investment company board experience; Ms. 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
16
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.
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:
4/30/2020 3/31/2020 4/30/2020 3/31/202
-----------------------------------------------------------------------------------------
Pioneer
Pioneer Pioneer Pioneer Municipal
Diversified High Municipal High Income
High Income Income High Income Advantage
Trust Trust Trust Trust
-----------------------------------------------------------------------------------------
Audit Committee 7 7 7 7
Governance and Nominating Committee 6 6 6 6
Independent Trustees Committee 6 6 6 6
Policy Administration Committee 5 5 5 5
Valuation Committee 5 4 5 4
Independent Trustees Committee: John E. Baumgardner, Jr., Diane Durnin,
Benjamin M. Friedman, 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: Diane Durnin, Benjamin M. Friedman, Lorraine H. Monchak and
Fred J. Ricciardi (Chair).
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 (Pioneer Diversified High Income Trust) 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. Ricciardi,
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 by the applicable requirements of the Public Company Accounting
Oversight Board and the SEC; and (3) received written disclosures and the
letter from the independent registered public accounting firm required by
applicable requirements of the Public Company Accounting Oversight Board
regarding the independent registered public accounting firm's communications
with the Audit Committee concerning independence, and discussed with the
independent registered public accounting firm that firm's independence. Based
upon the review and discussions referred to above, the Audit Committee
recommended to the Board of Trustees that the audited financial statements be
included in the Annual Reports for Pioneer High Income Trust and Pioneer
Municipal High Income Advantage Trust for the fiscal year ended March 31, 2020
and in the Annual Reports for Pioneer Diversified High Income Trust and Pioneer
Municipal High Income Trust for the fiscal year ended April 30, 2020.
18
The members of each fund's Audit Committee are:
Diane Durnin
Benjamin M. Friedman
Lorraine H. Monchak
Fred J. Ricciardi (Chair)
Governance and Nominating Committee: John E. Baumgardner, Jr. (Chair), Thomas
J. Perna and Fred J. Ricciardi.
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.
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
19
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 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.
20
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,
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.
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: Diane Durnin, 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: Thomas J. Perna (Chair), John E. Baumgardner,
Jr., and Marguerite A. Piret.
The Policy Administration Committee, among other things, oversees and monitors
each fund's compliance with legal and regulatory requirements that are not
directly related to financial reporting, internal financial controls,
independent audits or the performance of the fund's internal audit function.
The Policy Administration Committee also oversees the adoption and
implementation of certain of the funds' policies and procedures.
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
21
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 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.
22
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, 2020. Beneficial ownership is determined in accordance with SEC rules. The
share value of any closed-end Pioneer fund is based on its closing market price
on May 31, 2020. The share value of any open-end Pioneer fund is based on the
net asset value of the class of shares on May 31, 2020. The dollar ranges in
this table are in accordance with SEC requirements.
Aggregate Dollar
Range of Equity
Securities in All
Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by
Name of Trustee or Nominee in each Fund Trustees or Nominees
-------------------------------------------------------------------------
INTERESTED TRUSTEES or NOMINEES
-------------------------------------------------------------------------
$0(1)
Lisa M. Jones $0(2) Over $100,000
$0(3)
$0(4)
-------------------------------------------------------------------------
$0(1)
Kenneth J. Taubes $0(2) Over $100,000
$0(3)
$0(4)
-------------------------------------------------------------------------
INDEPENDENT TRUSTEES or NOMINEES
-------------------------------------------------------------------------
$0(1)
John E. Baumgardner, Jr. $0(2) Over $100,000
$0(3)
$0(4)
-------------------------------------------------------------------------
$0(1)
Diane Durnin $0(2) Over $100,000
$0(3)
$0(4)
-------------------------------------------------------------------------
$0(1)
Benjamin M. Friedman $0(2) Over $100,000
$0(3)
$0(4)
-------------------------------------------------------------------------
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 Trustees or Nominees
--------------------------------------------------------------------
INDEPENDENT TRUSTEES or NOMINEES
--------------------------------------------------------------------
$0(1)
Lorraine H. Monchak $0(2) Over $100,000
$0(3)
$0(4)
--------------------------------------------------------------------
$0(1)
Thomas J. Perna $0(2) Over $100,000
$0(3)
$0(4)
--------------------------------------------------------------------
$0(1)
Marguerite A. Piret $0(2) Over $100,000
$0(3)
$0(4)
--------------------------------------------------------------------
$0(1)
Fred J. Ricciardi $0(2) Over $100,000
$0(3)
$0(4)
--------------------------------------------------------------------
(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 Diversified High Income Trust
As of December 31, 2019, the Trustees, any nominee for election as a Trustee
and the executive officers of each fund owned beneficially in the aggregate
less than 1% of the outstanding shares of each fund.
For each of the funds, during the most recent fiscal year, none of the
Independent Trustees or any nominee for election as an Independent 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.
Delinquent Section 16(a) Reports
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
24
requirements under Section 16(a) of the Exchange Act to certain officers of the
fund's investment adviser. Based solely on a review of the copies of these
reports furnished to each of the funds and representations that no other
reports were required to be filed, each fund believes that during the past
fiscal year the filing requirements applicable to such persons were met.
Material Relationships of the Independent Trustees
Mr. Baumgardner, an Independent Trustee, is Of Counsel to Sullivan & Cromwell
LLP, which acts as independent counsel to the Independent Trustees of all of
the Pioneer Funds. The aggregate compensation paid to Sullivan & Cromwell LLP
by the Pioneer Funds was approximately $631,977 and $390,749 in each of 2019
and 2018.
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. Each of the
executive officers of the funds is an employee of Amundi Pioneer and none of
the executive officers are employees of the funds. The business address of all
officers of the funds is 60 State Street, Boston, Massachusetts 02109.
---------------------------------------------------------------------------------------------
Name, age and position with each fund Principal occupation(s)
---------------------------------------------------------------------------------------------
Christopher J. Kelley Vice President and Associate General Counsel of
(55) 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
(59) 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
(57) 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
---------------------------------------------------------------------------------------------
25
------------------------------------------------------------------------------------------------
Name, age and position with each fund Principal occupation(s)
------------------------------------------------------------------------------------------------
Mark E. Bradley Vice President -- Fund Treasury of Amundi
(60) 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
(55) Assistant Treasurer of all of the Pioneer Funds
Assistant Treasurer
------------------------------------------------------------------------------------------------
Gary Sullivan Senior Manager -- Fund Treasury of Amundi
(62) Pioneer; and Assistant Treasurer of all of the
Assistant Treasurer Pioneer Funds
------------------------------------------------------------------------------------------------
Antonio Furtado Fund Oversight Manager -- Fund Treasury of
(38) Amundi Pioneer; and Assistant Treasurer of all of
Assistant Treasurer the Pioneer Funds
------------------------------------------------------------------------------------------------
John Malone Managing Director, Chief Compliance Officer of
(49) 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
(49) Pioneer Asset Management USA, Inc;
Anti-Money Laundering Officer Anti-Money Laundering Officer of all the Pioneer
Funds since 2006
------------------------------------------------------------------------------------------------
Compensation of Trustees and executive 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, 2020. 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 executive officers, none of
whom are employees of the funds. The funds' executive officers, who are also
officers or employees of Amundi Pioneer or its affiliates, are compensated by
Amundi Pioneer or its affiliates.
26
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**
---------------------------------------------------------------------------------------
Independent Trustees:
---------------------------------------------------------------------------------------
John E. Baumgardner, Jr.(2) $1,143.49* $0.00 $164,916.00
$1,244.98**
---------------------------------------------------------------------------------------
Diane Durnin(3) $478.76* $0.00 $192,791.00
$521.39**
---------------------------------------------------------------------------------------
Benjamin M. Friedman $2,034.63* $0.00 $295,000.00
$2,210.81**
---------------------------------------------------------------------------------------
Lorraine H. Monchak $2,046.14* $0.00 $298,375.00
$2,225.21**
---------------------------------------------------------------------------------------
Thomas J. Perna $2,349.02* $0.00 $371,500.00
$2,578.47**
---------------------------------------------------------------------------------------
Marguerite A. Piret $1,952.54* $0.00 $275,000.00
$2,114.68**
---------------------------------------------------------------------------------------
Fred J. Ricciardi $1,961.82* $0.00 $277,875.00
$2,126.62**
---------------------------------------------------------------------------------------
(1) As of the fiscal year ended March 31, 2020, there were 45 U.S. registered
funds in the Pioneer Funds.
(2) Appointed as a Trustee on September 18, 2019.
(3) Appointed as a Trustee on January 1, 2020.
* Aggregate compensation from Pioneer High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Advantage Trust.
27
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, 2020.
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:
---------------------------------------------------------------------------------------
John E. Baumgardner, Jr.(2) $583.33* $0.00 $164,916.00
$1,157.03**
---------------------------------------------------------------------------------------
Diane Durnin(3) $250.00* $0.00 $192,791.00
$484.54**
---------------------------------------------------------------------------------------
Benjamin M. Friedman $1,000.00* $0.00 $295,000.00
$2,051.40**
---------------------------------------------------------------------------------------
Lorraine H. Monchak $1,000.00* $0.00 $298,375.00
$2,063.63**
---------------------------------------------------------------------------------------
Thomas J. Perna $1,000.00* $0.00 $371,500.00
$2,370.72**
---------------------------------------------------------------------------------------
Marguerite A. Piret $1,000.00* $0.00 $275,000.00
$1,967.88**
---------------------------------------------------------------------------------------
Fred J. Ricciardi $1,000.00* $0.00 $277,875.00
$1,978.00**
---------------------------------------------------------------------------------------
(1) As of the fiscal year ended April 30, 2020, there were 45 U.S. registered
funds in the Pioneer Funds.
(2) Appointed as a Trustee on September 18, 2019.
(3) Appointed as a Trustee on January 1, 2020.
* Aggregate compensation from Pioneer Diversified High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Trust.
28
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, 2020, Amundi had more than $1.6 trillion
in assets under management worldwide. As of March 31, 2020, Amundi Pioneer (and
its U.S. affiliates) had over $84 billion in assets under management.
Required vote
In accordance with the Agreement and Declaration of Trust for each of Pioneer
Diversified High Income Trust and Pioneer High Income Trust, the affirmative
vote of a plurality of the Common Shares of the fund present at the meeting at
which a quorum exists is required to elect each nominee for Trustee.
- Ms. Durnin, Mr. Friedman and Mr. Taubes are the current nominees for
election as Class I Trustees of Pioneer Diversified High Income
Trust and Class III Trustees of Pioneer High Income Trust. The three
nominees receiving the greatest number of votes for Class I Trustee
of Pioneer Diversified High Income Trust and Class III Trustee of
Pioneer High Income Trust will be elected to the Board of Trustees
of such fund.
In accordance with the Agreement and Declaration of Trust for each of Pioneer
Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust,
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.
- Ms. Durnin, Mr. Friedman and Mr. Taubes are the current nominees for
election as Class II Trustees of Pioneer Municipal High Income Trust
and Pioneer Municipal High Income Advantage Trust. The three
nominees receiving the greatest number of votes of the Common and
Preferred Shares, voting as a single class, for Class II 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 Ms. Durnin, Mr. Friedman and Mr.
Taubes.
29
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 3/31/2020 ended 3/31/2019
-------------------------------------------------------------------------------
Pioneer High Income Trust $38,500.00 $38,500.00
-------------------------------------------------------------------------------
Pioneer Municipal High Income
Advantage Trust $41,500.00 $41,500.00
-------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 4/30/2020 ended 4/30/2019
-------------------------------------------------------------------------------
Pioneer Diversified High
Income Trust $38,500.00 $38,500.00
-------------------------------------------------------------------------------
Pioneer Municipal High
Income Trust $41,500.00 $41,500.00
-------------------------------------------------------------------------------
Audit-related fees
The following are aggregate audit-related 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 pre-approved by
the Audit Committee of each fund pursuant to Regulation S-X.
For the fiscal year For the fiscal year
ended 3/31/2020 ended 3/31/2019
-------------------------------------------------------------------------------
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 4/30/2020 ended 4/30/2019
-------------------------------------------------------------------------------
Pioneer Diversified High
Income Trust $0.00 $0.00
-------------------------------------------------------------------------------
Pioneer Municipal High
Income Trust $0.00 $0.00
-------------------------------------------------------------------------------
30
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 3/31/2020 ended 3/31/2019
-------------------------------------------------------------------------------
Pioneer High Income Trust $9,739.00 $9,739.00
-------------------------------------------------------------------------------
Pioneer Municipal High Income
Advantage Trust $9,739.00 $9,739.00
-------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 4/30/2020 ended 4/30/2019
-------------------------------------------------------------------------------
Pioneer Diversified High
Income Trust $10,115.00 $10,115.00
-------------------------------------------------------------------------------
Pioneer Municipal High
Income Trust $9,739.00 $9,739.00
-------------------------------------------------------------------------------
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, 2020 and 2019, 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, 2020 and 2019, 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.
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.
31
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.
The Audit Committee may not approve non-audit services that the Audit Committee
believes may impair the independence of the independent registered public
accounting firm. Permissible non-audit services include any professional
services (including tax services) that are not prohibited services as described
below provided to the fund by the independent registered public accounting
firm, other than those provided to a fund in connection with an audit or a
review of the financial statements of the fund. Permissible non-audit services
may not include (a) bookkeeping or other services related to the accounting
records or financial statements of the fund; (b) financial information systems
design and implementation; (c) appraisal or valuation services, fairness
opinions or contribution-in-kind reports; (d) actuarial services; (e) internal
audit outsourcing services; (f) management functions or human resources; (g)
broker or dealer, investment adviser or investment banking services; (h) legal
services and expert services unrelated to the audit; and (i) any other service
the Public Company Accounting Oversight Board determines, by regulation, is
impermissible.
Pre-approval by 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.
32
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 3/31/2020 ended 3/31/2019
-------------------------------------------------------------------------------
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 4/30/2020 ended 4/30/2019
------------------------------------------------------------------------------
Pioneer Diversified High
Income Trust $0.00 $0.00
------------------------------------------------------------------------------
Pioneer Municipal High
Income Trust $0.00 $0.00
------------------------------------------------------------------------------
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, will have the opportunity to make a statement should they desire to do
so, and will be available to answer questions.
33
INFORMATION CONCERNING THE MEETINGS
Outstanding shares and quorum
As of the record date, July 10, 2020, 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 High Income Trust 29,231,771 None
Pioneer Municipal High Income
Advantage Trust 23,899,020 Series 2021 1,600
VMTP
Variable Rate
Munifund Term
Preferred
Shares
Series 2021
Pioneer Municipal High Income Trust 22,771,349 Series 2021 1,250
VMTP
Preferred --
Variable Rate
Munifund Term
Preferred
Shares
Series 2021
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 at the meeting, counted together, shall constitute a
quorum for the transaction of business with respect to such fund.
Ownership of shares of the funds
Pioneer Diversified High Income Trust
To the best of the fund's knowledge, as of July 1, 2020, Cede & Co., a nominee
for participants in the Depository Trust Company, P.O. Box 20, Bowling Green
Station, New York, NY 10004, held of record 8,329,549.000 shares, equal to
approximately 99.98% of the fund's outstanding Common Shares, including the
shares shown below:
Name and Address
of Beneficial Owner Share Class Number of Shares % of Class
------------------------------------------------------------------------------
Karpus Investment
Management
183 Sully's Trail
Pittsford, New York 14534 Common 2,130,977 25.57%(1)
------------------------------------------------------------------------------
34
Name and Address
of Beneficial Owner Share Class Number of Shares % of Class
------------------------------------------------------------------------------
Sit Investment
Associates, Inc.
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402 Common 904,532 10.86%(2)
------------------------------------------------------------------------------
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive,
Suite 400
Wheaton, Illinois 60187 Common 537,992 6.47%(3)
------------------------------------------------------------------------------
(1) Based on 13D filed by Karpus Management, Inc. on June 4, 2020.
(2) Based on 13G filed by Sit Investment Associates, Inc. on March 6, 2020.
(3) Based on 13G filed by First Trust Portfolios L.P., First Trust Advisors
L.P. and The Charger Corporation on January 24, 2020.
Pioneer High Income Trust
To the best of the fund's knowledge, as of July 1, 2020, Cede & Co., a nominee
for participants in the Depository Trust Company, P.O. Box 20, Bowling Green
Station, New York, NY 10004, held of record 29,178,386.000 shares, equal to
approximately 99.98% of the fund's outstanding Common Shares, including the
shares shown below:
Name and Address
of Beneficial Owner Share Class Number of Shares % of Class
------------------------------------------------------------------------------
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive,
Suite 400
Wheaton, Illinois 60187 Common 3,497,206 12.08%(1)
------------------------------------------------------------------------------
(1) Based on 13G filed by First Trust Portfolios L.P., First Trust Advisors
L.P. and The Charger Corporation on February 5, 2020.
35
Pioneer Municipal High Income Advantage Trust
To the best of the fund's knowledge, as of July 1, 2020, Cede & Co., a nominee
for participants in the Depository Trust Company, P.O. Box 20, Bowling Green
Station, New York, NY 10004, held of record 23,883,835.000 shares, equal to
approximately 99.99% of the fund's outstanding Common Shares, including the
shares shown below:
Name and Address
of Beneficial Owner Share Class Number of Shares % of Class
------------------------------------------------------------------------------
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive,
Suite 400
Wheaton, Illinois 60187 Common 1,676,545 7.06%(1)
------------------------------------------------------------------------------
(1) Based on 13G filed by First Trust Portfolios L.P., First Trust Advisors
L.P. and The Charger Corporation on January 27, 2020.
To the best of the fund's knowledge, as of July 1, 2020, Bank of New York
Mellon/Wells Fargo Bank N.A., One Wall Street, New York, NY 10286, held of
record 1,600 shares, equal to 100% of the fund's outstanding Series 2021 VMTP
Preferred -- Variable Rate Munifund Term Preferred Shares Series 2021.
Pioneer Municipal High Income Trust
To the best of the fund's knowledge, as of July 1, 2020, Cede & Co., a nominee
for participants in the Depository Trust Company, P.O. Box 20, Bowling Green
Station, New York, NY 10004, held of record 22,759,365.000 shares, equal to
approximately 99.99% of the fund's outstanding Common Shares, including the
shares shown below:
Name and Address
of Beneficial Owner Share Class Number of Shares % of Class
------------------------------------------------------------------------------
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive,
Suite 400
Wheaton, Illinois 60187 Common 2,686,568 11.84%(1)
------------------------------------------------------------------------------
(1) Based on 13G filed by First Trust Portfolios L.P., First Trust Advisors
L.P. and The Charger Corporation on February 5, 2020.
To the best of the fund's knowledge, as of July 1, 2020, Bank of New York
Mellon/Wells Fargo Bank N.A., One Wall Street, New York, NY 10286, held of
record 1,250 shares, equal to 100% of the fund's outstanding Series 2021 VMTP
Preferred -- Variable Rate Munifund Term Preferred Shares Series 2021.
36
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 2021 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 2020 annual meeting, or on or
before April 6, 2021. A proposal that is not to be included in a fund's proxy
statement may be made at the 2021 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 2020 annual meeting provided, however, that in the event that
the date of the mailing of the notice for the 2021 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 2020 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 2021 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 2021 annual meeting or the
10th day following the day on which public announcement of the date of mailing
of the notice for the 2021 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 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 15,
2021, 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 at the meeting. All properly executed and unrevoked proxies received in
time for the meeting will be voted in accordance with the instructions
contained in the proxies. If no instruction is given, the persons named as
proxies will vote the shares represented thereby in favor of Proposal 1, as
described above, and will 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.
37
For each of Pioneer Diversified High Income Trust and Pioneer High Income
Trust: one-third of the outstanding shares of the fund entitled to vote,
present at the meeting, 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 at the meeting, 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, 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 at the meeting 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 at the meeting at which a quorum exists.
Abstentions and "broker non-votes" are not considered "votes cast" and,
therefore, do not constitute a vote "FOR" a proposal. Thus, abstentions and
"broker non-votes" will have no effect on the voting for the election of
Trustees in Proposal 1, because only votes "FOR" are considered in a plurality
voting requirement.
38
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 annual shareholder
meeting, and on all matters incidental to the conduct of the meeting, the
persons named as proxies will vote at their discretion 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
$70,000.
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 4, 2020
39
This page for your notes.
40
This page for your notes.
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
22246-12-0820
LOGO: Amundi Pioneer =============
===================== PROXY CARD
Asset Management =============
PIONEER HIGH INCOME TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS SIGNIFICANT TO THE FUND AND TO YOU AS A
FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ PROXY STATEMENT AND CAST YOUR
PROXY VOTE TODAY!
--------------------------------------------------------------------------------
PROXY VOTING OPTIONS
[ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in the postage
paid envelope provided
[KEYBOARD & MOUSE IMAGE] 2. ONLINE at https://vote.proxyonline.com 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 ---> SAMPLE
--------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON SEPTEMBER 16, 2020
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 scheduled to be held on September 16, 2020, at 2:00 p.m. (Eastern time) at
the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts 02110, and at any adjournments, postponements, continuations or
rescheduling 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. This proxy will be valid until the sooner of one year from
the date indicated on the reverse side and the completion of the Annual Meeting
of Shareholders (including any adjournment, postponement, continuation, or
rescheduling thereof). If Pioneer High Income Trust decides to hold the Annual
Meeting at a different time, in a different location, or partially or entirely
by means of remote communication (i.e., a virtual meeting), an announcement of
any such updates will be provided by means of a press release, which will be
posted on our website: amundipioneer.com/us. We encourage you to check the
website prior to the meeting if you plan to attend. An announcement of any
change will also be filed with the Securities and Exchange Commission via its
EDGAR system.
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.
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.
--------------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: (black circle) O
--------------------------------------------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
--------------------------------------------------------------------------------
SIGNATURE OF Joint Owner, if any DATE
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 FOR ALL
ALL WITHHOLD ALL EXCEPT
============================================================================================
1. To elect three Class III trustees of Pioneer O O O
High Income Trust, as named in the attached
proxy statement, each to serve on the Board
of Trustees until his or her successor has
been duly elected and qualified. The nominees
for trustee are:
============================================================================================
CLASS III
a) Diane Durnin
b) Benjamin M. Friedman
c) Kenneth J. Taubes
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]
LOGO: Amundi Pioneer =============
===================== PROXY CARD
Asset Management =============
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS SIGNIFICANT TO THE FUND AND TO YOU AS A
FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ PROXY STATEMENT AND CAST YOUR
PROXY VOTE TODAY!
--------------------------------------------------------------------------------
PROXY VOTING OPTIONS
[ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in the postage
paid envelope provided
[KEYBOARD & MOUSE IMAGE] 2. ONLINE at https://vote.proxyonline.com 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 ---> SAMPLE
--------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON SEPTEMBER 16, 2020
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 scheduled to be held on September 16,
2020, at 2:00 p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP,
One Federal Street, Boston, Massachusetts 02110, and at any adjournments,
postponements, continuations or rescheduling 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. This
proxy will be valid until the sooner of one year from the date indicated on the
reverse side and the completion of the Annual Meeting of Shareholders (including
any adjournment, postponement, continuation, or rescheduling thereof). If
Pioneer Municipal High Income Advantage Trust decides to hold the Annual Meeting
of Shareholders at a different time, in a different location, or partially or
entirely by means of remote communication (i.e., a virtual meeting), an
announcement of any such updates will be provided by means of a press release,
which will be posted on our website: amundipioneer.com/us. We encourage you to
check the website prior to the meeting if you plan to attend. An announcement of
any change will also be filed with the Securities and Exchange Commission via
its EDGAR system.
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.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
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
==========
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.
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.
--------------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: (black circle) O
--------------------------------------------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
--------------------------------------------------------------------------------
SIGNATURE OF Joint Owner, if any DATE
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 FOR ALL
ALL WITHHOLD ALL EXCEPT
============================================================================================
1. To elect three Class II trustees of Pioneer O O O
Municipal High Income Advantage Trust, as
named in the attached proxy statement, each
to serve on the Board of Trustees until his
or her successor has been duly elected and
qualified. The nominees for trustee are:
============================================================================================
CLASS II
a) Diane Durnin
b) Benjamin M. Friedman
c) Kenneth J. Taubes
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]
LOGO: Amundi Pioneer =============
===================== PROXY CARD
Asset Management =============
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS SIGNIFICANT TO THE FUND AND TO YOU AS A
FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ PROXY STATEMENT AND CAST YOUR
PROXY VOTE TODAY!
--------------------------------------------------------------------------------
PROXY VOTING OPTIONS
[ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in the postage
paid envelope provided
[KEYBOARD & MOUSE IMAGE] 2. ONLINE at https://vote.proxyonline.com 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 ---> SAMPLE
--------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON SEPTEMBER 16, 2020
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 scheduled to be held on September 16, 2020, at 2:00 p.m.
(Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One Federal
Street, Boston, Massachusetts 02110, and at any adjournments, postponements,
continuations or rescheduling 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. This proxy will be valid
until the sooner of one year from the date indicated on the reverse side and the
completion of the Annual Meeting of Shareholders (including any adjournment,
postponement, continuation, or rescheduling thereof). If Pioneer Municipal High
Income Advantage Trust decides to hold the Annual Meeting of Shareholders at a
different time, in a different location, or partially or entirely by means of
remote communication (i.e., a virtual meeting), an announcement of any such
updates will be provided by means of a press release, which will be posted on
our website: amundipioneer.com/us. We encourage you to check the website prior
to the meeting if you plan to attend. An announcement of any change will also be
filed with the Securities and Exchange Commission via its EDGAR system.
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.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
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
==========
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.
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.
--------------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: (black circle) O
--------------------------------------------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
--------------------------------------------------------------------------------
SIGNATURE OF Joint Owner, if any DATE
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 FOR ALL
ALL WITHHOLD ALL EXCEPT
============================================================================================
1. To elect three Class II trustees of Pioneer O O O
Municipal High Income Advantage Trust, as
named in the attached proxy statement, each
to serve on the Board of Trustees until his
or her successor has been duly elected and
qualified. The nominees for trustee are:
============================================================================================
CLASS III
a) Diane Durnin
b) Benjamin M. Friedman
c) Kenneth J. Taubes
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]
LOGO: Amundi Pioneer =============
===================== PROXY CARD
Asset Management =============
PIONEER MUNICIPAL HIGH INCOME TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS SIGNIFICANT TO THE FUND AND TO YOU AS A
FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ PROXY STATEMENT AND CAST YOUR
PROXY VOTE TODAY!
--------------------------------------------------------------------------------
PROXY VOTING OPTIONS
[ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in the postage
paid envelope provided
[KEYBOARD & MOUSE IMAGE] 2. ONLINE at https://vote.proxyonline.com 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 ---> SAMPLE
--------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON SEPTEMBER 16, 2020
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 scheduled to be held on September 16, 2020, at 2:00
p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One Federal
Street, Boston, Massachusetts 02110, and at any adjournments, postponements,
continuations or rescheduling 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. This proxy will be valid until the
sooner of one year from the date indicated on the reverse side and the
completion of the Annual Meeting of Shareholders (including any adjournment,
postponement, continuation, or rescheduling thereof). If Pioneer Municipal High
Income Trust decides to hold the Annual Meeting of Shareholders at a different
time, in a different location, or partially or entirely by means of remote
communication (i.e., a virtual meeting), an announcement of any such updates
will be provided by means of a press release, which will be posted on our
website: amundipioneer.com/us. We encourage you to check the website prior to
the meeting if you plan to attend. An announcement of any change will also be
filed with the Securities and Exchange Commission via its EDGAR system.
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.
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.
--------------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: (black circle) O
--------------------------------------------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
--------------------------------------------------------------------------------
SIGNATURE OF Joint Owner, if any DATE
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 FOR ALL
ALL WITHHOLD ALL EXCEPT
============================================================================================
1. To elect three Class II trustees of Pioneer O O O
Municipal High Income Trust, as named in the
attached proxy statement, each to serve on the
Board of Trustees until his or her successor
has been duly elected and qualified. The nominees
for trustee are:
============================================================================================
CLASS II
a) Diane Durnin
b) Benjamin M. Friedman
c) Kenneth J. Taubes
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]
LOGO: Amundi Pioneer =============
===================== PROXY CARD
Asset Management =============
PIONEER MUNICIPAL HIGH INCOME TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS SIGNIFICANT TO THE FUND AND TO YOU AS A
FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ PROXY STATEMENT AND CAST YOUR
PROXY VOTE TODAY!
--------------------------------------------------------------------------------
PROXY VOTING OPTIONS
[ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in the postage
paid envelope provided
[KEYBOARD & MOUSE IMAGE] 2. ONLINE at https://vote.proxyonline.com 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 ---> SAMPLE
--------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON SEPTEMBER 16, 2020
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 scheduled
to be held on September 16, 2020, at 2:00 p.m. (Eastern time) at the offices of
Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110,
and at any adjournments, postponements, continuations or rescheduling 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. This proxy will be valid until the sooner of one year from the date
indicated on the reverse side and the completion of the Annual Meeting of
Shareholders (including any adjournment, postponement, continuation, or
rescheduling thereof). If Pioneer Municipal High Income Trust decides to hold
the Annual Meeting of Shareholders at a different time, in a different location,
or partially or entirely by means of remote communication (i.e., a virtual
meeting), an announcement of any such updates will be provided by means of a
press release, which will be posted on our website: amundipioneer.com/us. We
encourage you to check the website prior to the meeting if you plan to attend.
An announcement of any change will also be filed with the Securities and
Exchange Commission via its EDGAR system.
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.
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.
--------------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: (black circle) O
--------------------------------------------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
--------------------------------------------------------------------------------
SIGNATURE OF Joint Owner, if any DATE
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 FOR ALL
ALL WITHHOLD ALL EXCEPT
============================================================================================
1. To elect three Class II trustees of Pioneer O O O
Municipal High Income Trust, as named in the
attached proxy statement, each to serve on the
Board of Trustees until his or her successor
has been duly elected and qualified. The nominees
for trustee are:
============================================================================================
CLASS II
a) Diane Durnin
b) Benjamin M. Friedman
c) Kenneth J. Taubes
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]
LOGO: Amundi Pioneer =============
===================== PROXY CARD
Asset Management =============
PIONEER MUNICIPAL HIGH INCOME TRUST
SIGN, DATE AND VOTE ON THE REVERSE SIDE
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS SIGNIFICANT TO THE FUND AND TO YOU AS A
FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ PROXY STATEMENT AND CAST YOUR
PROXY VOTE TODAY!
--------------------------------------------------------------------------------
PROXY VOTING OPTIONS
[ENVELOPE IMAGE] 1. MAIL your signed and voted proxy back in the postage
paid envelope provided
[KEYBOARD & MOUSE IMAGE] 2. ONLINE at https://vote.proxyonline.com 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 ---> SAMPLE
--------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON SEPTEMBER 16, 2020
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 scheduled to be held on September 16,
2020, at 2:00 p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP,
One Federal Street, Boston, Massachusetts 02110, and at any adjournments,
postponements, continuations or rescheduling 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. This proxy will
be valid until the sooner of one year from the date indicated on the reverse
side and the completion of the Annual Meeting of Shareholders (including any
adjournment, postponement, continuation, or rescheduling thereof). If Pioneer
Diversified High Income Trust decides to hold the Annual Meeting of Shareholders
at a different time, in a different location, or partially or entirely by means
of remote communication (i.e., a virtual meeting), an announcement of any such
updates will be provided by means of a press release, which will be posted on
our website: amundipioneer.com/us. We encourage you to check the website prior
to the meeting if you plan to attend. An announcement of any change will also be
filed with the Securities and Exchange Commission via its EDGAR system.
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.
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.
--------------------------------------------------------------------------------
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: (black circle) O
--------------------------------------------------------------------------------
SIGNATURE(s) [TITLE(s) IF APPLICABLE] DATE
--------------------------------------------------------------------------------
SIGNATURE OF Joint Owner, if any DATE
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 FOR ALL
ALL WITHHOLD ALL EXCEPT
============================================================================================
1. To elect three Class I trustees of Pioneer O O O
Diversified High Income Trust, as named in the
attached proxy statement, each to serve on the
Board of Trustees until his or her successor has
been duly elected and qualified. The nominees for
trustee are:
============================================================================================
CLASS I
a) Diane Durnin
b) Benjamin M. Friedman
c) Kenneth J. Taubes
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]