PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. (MAV)
PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)
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| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
PROPOSAL 1
ELECTION OF BOARD OF DIRECTORS
Introduction
Stockholders of each fund are being asked to consider the election of John E.
Baumgardner, Jr., Lisa M. Jones and Lorraine H. Monchak to the Board of each
fund.
Mr. Baumgardner, Ms. Jones and Ms. Monchak stand for election as their terms
expire in 2022. Each of Mr. Baumgardner, Ms. Jones and Ms. Monchak currently
serves as a Director of each fund and has served in that capacity continuously
since originally elected or appointed. Mr. Baumgardner has served as a Director
of Pioneer Diversified High Income Fund, Inc., Pioneer Floating Rate Fund,
Inc., Pioneer High Income Fund, Inc., Pioneer Municipal High Income Fund, Inc.
and Pioneer Municipal High Income Advantage Fund, Inc. since 2019 and was most
recently elected by stockholders of such funds in 2019. Ms. Jones has served as
a Director of Pioneer Diversified High Income Fund, Inc., Pioneer Floating Rate
Fund, Inc., Pioneer High Income Fund, Inc., Pioneer Municipal High Income Fund,
Inc. and Pioneer Municipal High Income Advantage Fund, Inc. since 2014 and was
most recently elected by stockholders of such funds in 2019. Ms. Monchak has
served as a Director of Pioneer Diversified High Income Fund, Inc., Pioneer
Floating Rate Fund, Inc., Pioneer High Income Fund, Inc., Pioneer Municipal
High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc.
since 2015 and was most recently elected by stockholders of such funds in 2019.
Each of Mr. Baumgardner, Ms. Jones and Ms. Monchak has served as a Director of
Pioneer Municipal High Income Opportunities Fund, Inc. since 2021, having been
elected by the initial stockholder of the fund in 2021.
If elected, each of Mr. Baumgardner, Ms. Jones and Ms. Monchak shall hold
office until the third annual meeting following his or her election 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. The persons named
on the accompanying proxy card intend to vote at the meeting (unless otherwise
directed) for the election of Mr. Baumgardner, Ms. Jones and Ms. Monchak as
Directors of each fund.
Director Class Designations and Terms of Office
Each fund's bylaws ("Bylaws") provides that a majority of the Board may
establish, increase or decrease the number of Directors of the fund, provided
that the number thereof shall never be less than the minimum number required by
the Maryland General Corporation Law (the "MGCL") nor more than fifteen
Directors. Each fund currently has ten Directors.
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Pursuant to each fund's charter, each fund's Board is divided into three
staggered term classes - Class I, Class II and Class III. The Directors of only
one class are elected at each annual meeting so that the regular term of only
one class of Directors will expire annually and any particular Director stands
for election only once in each three-year period.
Each class of Directors will stand for election at the conclusion of its
respective three-year term. Such classification may prevent replacement of a
majority of the Directors for up to a two-year period. Holders of the Preferred
Stock of each fund that has Preferred Stock outstanding are entitled to elect
two Directors of that fund.
Director Class Designations and Terms of Office
Currently, the designations and terms of office of each class of Directors of
each fund are as follows:
Pioneer Diversified High Income Fund, Inc.
Class I Directors -- Diane Durnin, Benjamin M. Friedman and Kenneth J.
Taubes -- Terms expire in 2023.
Class II Directors -- Craig C. MacKay, Thomas J. Perna, Marguerite M. Piret and
Fred J. Ricciardi -- Terms expire in 2024.
Class III Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire
in 2022 at the annual meeting. Each of these Directors
has been nominated for election at the annual meeting.
Pioneer Floating Rate Fund, Inc.
Class I Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire
in 2022 at the annual meeting. Each of these Directors
has been nominated for election at the annual meeting.
Class II Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire
in 2023.
Class III Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi --
Terms expire in 2024.
Pioneer Municipal High Income Fund, Inc.
Class I Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire
in 2022 at the annual meeting. Each of these Directors
has been nominated for election at the annual meeting.
Class II Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire
in 2023.
Class III Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi --
Terms expire in 2024.
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Pioneer Municipal High Income Advantage Fund, Inc.
Class I Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire
in 2022 at the annual meeting. Each of these Directors
has been nominated for election at the annual meeting.
Class II Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire
in 2023.
Class III Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi --
Terms expire in 2024.
Pioneer Municipal High Income Opportunities Fund, Inc.
Class I Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire
in 2022 at the annual meeting. Each of these Directors
has been nominated for election at the annual meeting.
Class II Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire
in 2023.
Class III Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi --
Terms expire in 2024.
Pioneer High Income Fund, Inc.
Class I Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi --
Terms expire in 2024.
Class II Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire
in 2022 at the annual meeting. Each of these Directors
has been nominated for election at the annual meeting.
Class III Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire
in 2023.
Mr. Baumgardner and Ms. Piret are designated as the Directors to be elected by
the holders of the Preferred Stock of each fund that has issued Preferred
Stock. As noted above, Mr. Baumgardner's term expires at the 2022 annual
meeting. Consequently, holders of Preferred Stock of Pioneer Municipal High
Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. are
being asked to vote as a separate class at the 2022 annual meeting to elect Mr.
Baumgardner.
With respect to Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal
High Income Advantage Fund, Inc. the holders of Common Stock and the holders of
Preferred Stock are being asked to vote together as a single class at the 2022
annual meeting to elect Ms. Jones and Ms. Monchak. With respect to Pioneer
Diversified High Income Fund, Inc., Pioneer Floating Rate Fund, Inc., Pioneer
High Income Fund, Inc. and Pioneer Municipal High Income Opportunities Fund,
Inc. the holders of Common Stock are being asked to vote at the 2022 annual
meeting to elect Mr. Baumgardner, Ms. Jones and Ms. Monchak.
7
Information Regarding Nominees and Directors
The following table sets forth for each nominee and Director, his or her
position(s) with each fund, age, address, principal occupation during at least
the past five years and any other board memberships held during at least the
past five years. Directors 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 Directors. Directors who are not interested persons
of a fund are referred to as Independent Directors. Each of the Directors
serves as a Director of each of the 49 U.S. registered funds for which Amundi
Asset Management US, Inc. ("Amundi US") serves as investment adviser (the
"Pioneer Funds"). The address for all Directors and all officers of each fund
is 60 State Street, Boston, Massachusetts 02109.
8
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Director
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Independent Directors and Nominees:
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Thomas J. Pioneer Diversified Private investor (2004 -- 2008 Director, Broadridge
Perna (71) High Income Fund, and 2013 -- present); Chairman Financial Solutions, Inc.
Chairman of the Inc.: Class II Director (2008 -- 2013) and Chief (investor
Board and since 2007. Term expires Executive Officer (2008 -- 2012), communications and
Director in 2024. Quadriserv, Inc. (technology securities processing
products for securities lending provider for financial
Pioneer Floating Rate industry); and Senior Executive services industry) (2009
Fund, Inc.: Class III Vice President, The Bank of New -- present); Director,
Director since 2006. Term York (financial and securities Quadriserv, Inc. (2005 --
expires in 2024. services) (1986 -- 2004) 2013); and
Commissioner, New
Pioneer High Income Jersey State Civil Service
Fund, Inc.: Class I Commission (2011 --
Director since 2006. Term 2015)
expires in 2024.
Pioneer Municipal
High Income Fund,
Inc.: Class III Director
since 2006. Term expires
in 2024.
Pioneer Municipal
High Income
Advantage Fund, Inc.:
Class III Director since
2006. Term expires in
2024.
Pioneer Municipal
High Income
Opportunities Fund,
Inc.: Class III Director
since 2021. Term expires
in 2024.
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Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Director
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Independent Directors and Nominees:
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John E. Pioneer Diversified Of Counsel (2019 -- present), Chairman, The Lakeville
Baumgardner, High Income Fund, Partner (1983-2018), Sullivan & Journal Company, LLC,
Jr. (71)* Inc.: Class III Director Cromwell LLP (law firm). (privately-held
Director since 2019. Term expires community newspaper
Nominee in 2022. group) (2015-present)
Pioneer Floating Rate
Fund, Inc.: Class I
Director since 2019. Term
expires in 2022.
Pioneer High Income
Fund, Inc.: Class II
Director since 2019. Term
expires in 2022.
Pioneer Municipal
High Income Fund,
Inc.: Class I Director
since 2019. Term expires
in 2022. Elected by
Preferred Stock only.
Pioneer Municipal
High Income
Advantage Fund, Inc.:
Class I Director since
2019. Term expires in
2022. Elected by
Preferred Stock only.
Pioneer Municipal
High Income
Opportunities Fund,
Inc.: Class I Director
since 2021. Term expires
in 2022.
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Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Director
-----------------------------------------------------------------------------------------------
Independent Directors and Nominees:
-----------------------------------------------------------------------------------------------
Diane Durnin Pioneer Diversified Managing Director - Head of None
(65) High Income Fund, Product Strategy and
Director Inc.: Class I Director Development, BNY Mellon
since 2020. Term expires Investment Management
in 2023. (investment management firm)
(2012-2018); Vice Chairman --
Pioneer Floating Rate The Dreyfus Corporation (2005
Fund, Inc.: Class II -- 2018): Executive Vice
Director since 2020. Term President Head of Product, BNY
expires in 2023. Mellon Investment Management
(2007-2012); Executive Director-
Pioneer High Income Product Strategy, Mellon Asset
Fund, Inc.: Class III Management (2005-2007);
Director since 2020. Term Executive Vice President Head of
expires in 2023. Products, Marketing and Client
Service, Dreyfus Corporation
Pioneer Municipal (investment management firm)
High Income Fund, (2000-2005); Senior Vice
Inc.: Class II Director President Strategic Product and
since 2020. Term expires Business Development, Dreyfus
in 2023. Corporation (1994-2000)
Pioneer Municipal
High Income
Advantage Fund, Inc.:
Class II Director since
2020. Term expires in
2023.
Pioneer Municipal
High Income
Opportunities Fund,
Inc.: Class II Director
since 2021. Term expires
in 2023.
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Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Director
---------------------------------------------------------------------------------------------------
Independent Directors and Nominees:
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Benjamin M. Pioneer Diversified William Joseph Maier Professor Trustee, Mellon
Friedman (77) High Income Fund, of Political Economy, Harvard Institutional Funds
Director Inc.: Class I Director University (1972 -- present) Investment Trust and
since 2008. Term expires Mellon Institutional Funds
in 2023. Master Portfolio (oversaw
17 portfolios in fund
Pioneer Floating Rate complex) (1989 - 2008)
Fund, Inc.: Class II
Director since 2008. Term
expires in 2023.
Pioneer High Income
Fund, Inc.: Class III
Director since 2008. Term
expires in 2023.
Pioneer Municipal
High Income Fund,
Inc.: Class II Director
since 2008. Term expires
in 2023.
Pioneer Municipal
High Income
Advantage Fund, Inc.:
Class II Director since
2008. Term expires in
2023.
Pioneer Municipal
High Income
Opportunities Fund,
Inc.: Class II Director
since 2021. Term expires
in 2023.
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Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Director
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Independent Directors and Nominees:
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Craig C. Pioneer Diversified Partner, England & Company, Director, Equitable
MacKay (59) High Income Fund, LLC (advisory firm) (2012 -- Holdings, Inc. (financial
Director Inc.: Class II Director present); Group Head -- services holding
since 2021. Term expires Leveraged Finance Distribution, company) (2022 --
in 2024. Oppenheimer & Company present); Board Member
(investment bank) (2006 -- of Carver Bancorp, Inc.
Pioneer Floating Rate 2012); Group Head -- Private (holding company) and
Fund, Inc.: Class III Finance & High Yield Capital Carver Federal Savings
Director since 2021. Term Markets Origination, SunTrust Bank, NA (2017 --
expires in 2024. Robinson Humphrey present); Advisory
(investment bank) (2003 -- Council Member,
Pioneer High Income 2006); and Founder and Chief MasterShares ETF (2016
Fund, Inc.: Class I Executive Officer, HNY -- 2017); Advisory Council
Director since 2021. Term Associates, LLC (investment Member, The Deal
expires in 2024. bank) (1996 -- 2003) (financial market
information publisher)
Pioneer Municipal (2015 -- 2016); Board Co-
High Income Fund, Chairman and Chief
Inc.: Class III Director Executive Officer, Danis
since 2021. Term expires Transportation Company
in 2024. (privately-owned
commercial carrier)
Pioneer Municipal (2000 -- 2003); Board
High Income Member and Chief
Advantage Fund, Inc.: Financial Officer,
Class III Director since Customer Access
2021. Term expires in Resources (privately-
2024. owned teleservices
company) (1998 -- 2000);
Pioneer Municipal Board Member,
High Income Federation of Protestant
Opportunities Fund, Welfare Agencies (human
Inc.: Class III Director services agency) (1993 --
since 2021. Term expires present); and Board
in 2024. Treasurer, Harlem
Dowling Westside Center
(foster care agency)
(1999 -- 2018)
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Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Director
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Independent Directors and Nominees:
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Lorraine H. Pioneer Diversified Chief Investment Officer, 1199 None
Monchak (66) High Income Fund, SEIU Funds (healthcare workers
Director Inc.: Class III Director union pension funds) (2001 --
Nominee since 2015. Term expires present); Vice President --
in 2022. International Investments
Group, American International
Pioneer Floating Rate Group, Inc. (insurance
Fund, Inc.: Class I company) (1993 -- 2001); Vice
Director since 2015. Term President Corporate Finance and
expires in 2022. Treasury Group, Citibank,
N.A.(1980 -- 1986 and 1990 --
Pioneer High Income 1993); Vice President --
Fund, Inc.: Class II Asset/Liability Management
Director since 2015. Term Group, Federal Farm Funding
expires in 2022. Corporation (government-
sponsored issuer of debt
Pioneer Municipal securities) (1988 -- 1990);
High Income Fund, Mortgage Strategies Group,
Inc.: Class I Director Shearson Lehman Hutton, Inc.
since 2015. Term expires (investment bank) (1987 --
in 2022. 1988); Mortgage Strategies
Group, Drexel Burnham
Pioneer Municipal Lambert, Ltd. (investment bank)
High Income (1986 -- 1987)
Advantage Fund, Inc.:
Class I Director since
2015. Term expires in
2022.
Pioneer Municipal
High Income
Opportunities Fund,
Inc.: Class I Director
since 2021. Term expires
in 2022.
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Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Director
----------------------------------------------------------------------------------------------------
Independent Directors and Nominees:
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Marguerite A. Pioneer Diversified Chief Financial Officer, American Director of New America
Piret (74) High Income Fund, Ag Energy, Inc. (controlled High Income Fund, Inc.
Director Inc.: Class II Director environment and agriculture (closed-end investment
since 2007. Term expires company) (2016 -- present); company) (2004 --
in 2024. President and Chief Executive present); and Member,
Officer, Metric Financial Inc. Board of Governors,
Pioneer Floating Rate (formerly known as Newbury Investment Company
Fund, Inc.: Class III Piret Company) (investment Institute (2000 -- 2006)
Director since 2003. Term banking firm) (1981 -- 2019)
expires in 2024.
Pioneer High Income
Fund, Inc.: Class I
Director since 2002. Term
expires in 2024.
Pioneer Municipal
High Income Fund,
Inc.: Class III Director
since 2003. Term expires
in 2024. Elected by
Preferred Stock only.
Pioneer Municipal
High Income
Advantage Fund, Inc.:
Class III Director since
2003. Term expires in
2024. Elected by
Preferred Stock only.
Pioneer Municipal
High Income
Opportunities Fund,
Inc.: Class III Director
since 2021. Term expires
in 2024.
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Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Director
------------------------------------------------------------------------------------------------
Independent Directors and Nominees:
------------------------------------------------------------------------------------------------
Fred J. Pioneer Diversified Private investor (2020 -- None
Ricciardi (75) High Income Fund, present); Consultant (investment
Director Inc.: Class II Director company services) (2012 --
since 2014. Term expires 2020); Executive Vice President,
in 2024. BNY Mellon (financial and
investment company services)
Pioneer Floating Rate (1969 -- 2012); Director, BNY
Fund, Inc.: Class III International Financing Corp.
Director since 2014. Term (financial services) (2002 --
expires in 2024. 2012); Director, Mellon
Overseas Investment Corp.
Pioneer High Income (financial services) (2009 --
Fund, Inc.: Class I 2012); Director, Financial
Director since 2014. Term Models (technology) (2005-
expires in 2024. 2007); Director, BNY Hamilton
Funds, Ireland (offshore
Pioneer Municipal investment companies) (2004-
High Income Fund, 2007); Chairman/Director,
Inc.: Class III Director AIB/BNY Securities Services,
since 2014. Term expires Ltd., Ireland (financial services)
in 2024. (1999-2006); Chairman, BNY
Alternative Investment Services,
Pioneer Municipal Inc. (financial services) (2005-
High Income 2007)
Advantage Fund, Inc.:
Class III Director since
2014. Term expires in
2024.
Pioneer Municipal
High Income
Opportunities Fund,
Inc.: Class III Director
since 2021. Term expires
in 2024.
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Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Director
-----------------------------------------------------------------------------------------------
Interested Directors and Nominee:
-----------------------------------------------------------------------------------------------
Lisa M. Jones Pioneer Diversified Director, CEO and President of None
(60)** High Income Fund, Amundi US, Inc. (investment
Director, Inc.: Class III Director management firm) (since
President and since 2014. Term expires September 2014); Director, CEO
Chief Executive in 2022. and President of Amundi Asset
Officer Management US, Inc. (since
Nominee Pioneer Floating Rate September 2014); Director, CEO
Fund, Inc.: Class I and President of Amundi
Director since 2014. Term Distributor US, Inc. (since
expires in 2022. September 2014); Director, CEO
and President of Amundi Asset
Pioneer High Income Management US, Inc. (since
Fund, Inc.: Class II September 2014); Chair, Amundi
Director since 2014. Term US, Inc., Amundi Distributor US,
expires in 2022. Inc. and Amundi Asset
Management US, Inc.
Pioneer Municipal (September 2014 -- 2018);
High Income Fund, Managing Director, Morgan
Inc.: Class I Director Stanley Investment
since 2014. Term expires Management (investment
in 2022. management firm) (2010 --
2013); Director of Institutional
Pioneer Municipal Business, CEO of International,
High Income Eaton Vance Management
Advantage Fund, Inc.: (investment management firm)
Class I Director since (2005 -- 2010); Director of
2014. Term expires in Amundi Holdings US, Inc. (since
2022. 2017)
Pioneer Municipal
High Income
Opportunities Fund,
Inc.: Class I Director
since 2021. Term expires
in 2022.
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Name, Age and
Position Held Term of Office and Other Directorships
with the Fund Length of Service Principal Occupation Held by Director
----------------------------------------------------------------------------------------------
Interested Directors and Nominee:
----------------------------------------------------------------------------------------------
Kenneth J. Pioneer Diversified Director and Executive Vice None
Taubes (64)** High Income Fund, President (since 2008) and Chief
Director Inc.: Class I Director Investment Officer, U.S. (since
since 2014. Term expires 2010) of Amundi US, Inc.
in 2023. (investment management firm);
Director and Executive Vice
Pioneer Floating Rate President and Chief Investment
Fund, Inc.: Class II Officer, U.S. of Amundi US
Director since 2014. Term (since 2008); Executive Vice
expires in 2023. President and Chief Investment
Officer, U.S. of Amundi Asset
Pioneer High Income Management US, Inc. (since
Fund, Inc.: Class III 2009); Portfolio Manager of
Director since 2014. Term Amundi US (since 1999);
expires in 2023. Director of Amundi Holdings US,
Inc. (since 2017)
Pioneer Municipal
High Income Fund,
Inc.: Class II Director
since 2014. Term expires
in 2023.
Pioneer Municipal
High Income
Advantage Fund, Inc.:
Class II Director since
2014. Term expires in
2023.
Pioneer Municipal
High Income
Opportunities Fund,
Inc.: Class II Director
since 2021. Term expires
in 2023.
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* Mr. Baumgardner is Of Counsel to Sullivan & Cromwell LLP, which acts as
independent outside legal counsel to the Independent Directors of each
Pioneer Fund.
** Ms. Jones and Mr. Taubes are Interested Directors because they are an
officer or director of each fund's investment adviser and certain of its
affiliates.
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Responsibilities of the Board of Directors
The Board is responsible for overseeing each fund's management and operations.
The Chairman of the Board is an Independent Director. Independent Directors
constitute at least 75% of the Board.
During the most recent fiscal year of each of Pioneer Diversified High Income
Fund, Inc., Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High
Income Advantage Fund, Inc., the Board held 7 meetings. During the most recent
fiscal year of each of Pioneer Floating Rate Fund, Inc. and Pioneer High Income
Fund, Inc., the Board held 8 meetings. During the most recent fiscal year of
Pioneer Municipal High Income Opportunities Fund, Inc., the Board held 4
meetings. All of the current Directors and committee members of each fund then
serving attended at least 75% of the meetings of the Board and applicable
committees, if any, held during that fund's most recent fiscal year.
The funds do not have a policy on Director attendance at the annual meeting.
For each fund, one Director attended the 2021 annual meeting of stockholders.
The Directors 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 judgment, analytical ability, intelligence, and common sense; such
person's experience and previous profit and not-for-profit board membership;
such person's demonstrated willingness to take an independent and questioning
stance toward management; such person's willingness and ability to commit the
time necessary to perform the duties of a Director; as to each Independent
Director, 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 US. Each Director also serves on the Boards of Directors of other
exchange-listed closed-end funds, closed-end interval funds, and open-end
funds, all part of the Pioneer Funds complex, and has substantial experience
protecting fund stockholders' interests. As part of their service on the boards
of Pioneer closed-end funds', the nominees regularly evaluate issues unique to
closed-end funds, including the discount at which closed-end funds' shares may
trade relative to their net asset value per share. Each of the Independent
Directors also was selected to join the Board based on the criteria and
principles set forth in the charter of each fund's Governance and Nominating
Committee, as then in effect. In addition to individual attributes, the value
of diversity is considered. In evaluating an incumbent Director's prospective
service on the Board, the Director's experience in, and ongoing contributions
toward, overseeing the fund's business as a Director also are considered.
In addition, the following specific experiences, qualifications, attributes
and/or skills apply as to each Director: 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; Mr. MacKay, investment, financial and business
experience as a partner in an investment banking firm and experience as a board
member
19
of other organizations; Ms. Monchak, investment, financial and business
experience, including as the chief investment officer of a pension fund; 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 US and
its affiliates; and Mr. Taubes, portfolio management experience and leadership
roles with Amundi US. However, in its periodic assessment of the effectiveness
of the Board, the Board considers the complementary skills and experience of
individual Directors 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.
Under the MGCL, the appointment, designation (including in any proxy or
registration statement or other document) of a Director 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, does not impose
on that person any standard of care or liability that is greater than that
imposed on that person as a Director in the absence of the appointment,
designation or identification, and no Director who has special attributes,
skills, experience or expertise, or is appointed, designated, or identified as
aforesaid, is held to a higher standard of care by virtue thereof.
Board Committees
The Board has five standing committees: the Independent Directors Committee,
the Audit Committee, the Governance and Nominating Committee, the Policy
Administration Committee and the Valuation Committee. Each committee is chaired
by an Independent Director (the "Chairs") and all members of each committee are
Independent Directors.
The Chairs of the committees work with the Chairman of the Board and fund
management in setting the agendas for Board meetings. The Chairs of the
committees set the agendas for committee meetings with input from fund
management. As noted below, through the committees, the Independent Directors
consider and address important matters involving the funds, including those
presenting conflicts or potential conflicts of interest for management. The
Independent Directors 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.
20
During the most recent fiscal year for each fund, the Audit, Governance and
Nominating, Independent Directors, Policy Administration and Valuation
Committees of each fund held the following meetings:
4/30/2022 11/30/2021 3/31/2022 4/30/2022 3/31/2022 4/30/22
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Pioneer Pioneer
Pioneer Pioneer Pioneer Pioneer Municipal Municipal
Diversified Floating High Municipal High Income High Income
High Income Rate Income High Income Advantage Opportunities
Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc.
---------------------------------------------------------------------------------------------------
Audit Committee 7 6 6 7 6 6
Governance and
Nominating Committee 4 8 4 4 4 3
Independent Directors
Committee 7 7 8 7 8 5
Policy Administration
Committee 4 4 4 4 4 3
Valuation Committee 4 4 4 4 4 3
|
Independent Directors Committee: John E. Baumgardner, Jr., Diane Durnin,
Benjamin M. Friedman, Craig C. MacKay, Lorraine H. Monchak, Thomas J. Perna
(Chair), Marguerite A. Piret and Fred J. Ricciardi.
The Independent Directors Committee is comprised of all of the Independent
Directors. The Independent Directors Committee serves as the forum for
consideration of a number of issues required to be considered separately by the
Independent Directors under the 1940 Act, including the assessment and review
of each fund's advisory agreement and other related party contracts. The
Independent Directors Committee also considers issues that the Independent
Directors believe it is advisable for them to consider separately from the
Interested Directors.
Audit Committee: Benjamin M. Friedman, Craig C. MacKay, Lorraine H. Monchak and
Fred J. Ricciardi (Chair).
Each fund's Audit Committee is comprised of only Independent Directors who are
"independent" as defined in the applicable New York Stock Exchange ("NYSE") and
NYSE American (Pioneer Diversified High Income Fund, Inc.) listing standards
relating to closed-end funds. The Board 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's 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.
21
The Audit Committee charter is available on Amundi US's website: amundi.com/US.
You also can obtain a copy by sending a written request to your fund at the
address listed on this proxy statement. The information contained on Amundi
US's website is not part of, or incorporated by reference in, this proxy
statement.
Each fund's Board has determined that the fund has at least one audit committee
financial expert serving on its Audit Committee. Mr. Ricciardi, an Independent
Director, serves on each Audit Committee and has been determined to be an audit
committee financial expert.
Audit Committee Report
The Audit Committee reports that it has (1) reviewed and discussed each fund's
audited financial statements with management; (2) discussed with the
independent registered public accounting firm the matters required to be
discussed 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 Directors that the audited financial statements be
included in the Annual Report for Pioneer Floating Rate Fund, Inc. for the
fiscal year ended November 30, 2021, the Annual Reports for Pioneer High Income
Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. for the
fiscal year ended March 31, 2022 and in the Annual Reports for Pioneer
Diversified High Income Fund, Inc., Pioneer Municipal High Income Fund, Inc.
and Pioneer Municipal High Income Opportunities Fund, Inc. for the fiscal year
ended April 30, 2022.
The members of each fund's Audit Committee are:
Benjamin M. Friedman
Craig C. MacKay
Lorraine H. Monchak
Fred J. Ricciardi (Chair)
Governance and Nominating Committee: John E. Baumgardner, Jr. (Chair), Diane
Durnin, and Thomas J. Perna.
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 US's website:
amundi.com/US. You also can obtain a copy by sending a written request to your
fund at the address listed on this proxy statement.
The 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 Directors as a
whole, and reviews
22
and recommends to the Independent Directors Committee any appropriate changes
concerning, among other things, the size and composition of the Board, the
Board's committee structure and the Independent Directors' compensation. The
Governance and Nominating Committee also makes recommendations to the
Independent Directors Committee or the Board on matters delegated to it.
In addition, the Governance and Nominating Committee screens potential
candidates for Independent Directors. Among other responsibilities, the
Governance and Nominating Committee reviews periodically the criteria for
Independent Directors and the spectrum of desirable experience, expertise and
characteristics for Independent Directors as a whole, and reviews periodically
the qualifications and requisite skills of persons currently serving as
Independent Directors 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 stockholder or recommended by any
Director, management or another person and makes a recommendation as to the
qualifications of such nominated or recommended person to the Independent
Directors and the Board, and reviews periodically the Committee's procedure, if
any, regarding candidates submitted by stockholders. The Governance and
Nominating Committee also strives to achieve diversity of the Board with
respect to attributes such as race, ethnicity, gender, cultural background and
professional experience when reviewing candidates for any Board vacancies. The
Directors who are not Independent Directors 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
Directors 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 Director, the Governance and Nominating
Committee will consider the following general criteria and principles, among
any others that it may deem relevant: (i) the nominee's reputation for
integrity, honesty and adherence to high ethical standards; (ii) the nominee's
business acumen and ability to exercise sound judgment in matters that relate
to the current and long-term objectives of the fund and whether the person is
willing and able to contribute positively to the decision-making process of the
fund; (iii) the nominee's commitment and ability to devote the necessary time
and energy to be an effective Independent Director, to understand the fund and
the responsibilities of a director of an investment company; (iv) the nominee's
ability to understand the sometimes conflicting interests of the fund and the
management company, and to act in the interests of stockholders; (v) whether
the nominee has, or appears to have, a conflict of interest that would impair
his or her ability to represent the interests of all stockholders and to
fulfill the responsibilities of a director; and (vi) 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. 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 Directors'
oversight of each fund's affairs, based on the
23
then current composition and skills of the Independent Directors 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 Director. However, as noted above, in its
periodic assessment of the effectiveness of the Board, the Board considers the
complementary skills and experience of individual Directors 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, as noted above, 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 Director continues, in the opinion of the
other Independent Directors, to satisfy these criteria and continues to make
positive contributions to the Board, each fund anticipates that Independent
Directors of the fund would favor the re-nomination of an existing Director
rather than a new candidate. Consequently, while the Governance and Nominating
Committee will evaluate the qualifications of nominees recommended by
stockholders to serve as Director, the Independent Directors 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 stockholder recommendations, evaluate candidates identified by
other means, including candidates proposed by Independent Directors 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.
The Governance and Nominating Committee will consider recommendations for board
membership by stockholders. In evaluating a nominee recommended by a
stockholder, the Governance and Nominating Committee, in addition to the
criteria discussed above, may consider the objectives of the stockholder in
submitting that nomination and whether such objectives are consistent with the
interests of all stockholders. If the Board determines to include a
stockholder's candidate among the slate of Board nominees, the candidate's name
will be placed on the fund's proxy card.
The Governance and Nominating Committee initiated the recommendation of each of
the non-interested nominees to serve as an Independent Director.
With respect to the re-nomination of an existing Independent Director, the
Governance and Nominating Committee and the Independent Directors Committee use
the criteria and the principles set forth above, as revised from time to time,
to guide the selection process.
24
Stockholders may communicate with the members of the Board as a group or
individually. Any such communication should be sent to the Board or an
individual Director c/o the Secretary of the fund at the address on the notice
of this meeting. The Secretary may determine not to forward any communication
to members of the Board that does not relate to the business of a fund.
Valuation Committee: Benjamin M. Friedman, Craig C. MacKay, Lorraine H.
Monchak, Marguerite A. Piret (Chair), and Fred J. Ricciardi.
The Valuation Committee, among other things, reviews the reports and other
information provided to the Committee by Amundi US, as the valuation designee
of the funds, and assists the Board in the oversight of Amundi US as the
valuation designee of the funds, in each case in accordance with each fund's
valuation procedures.
Policy Administration Committee: Thomas J. Perna (Chair), John E. Baumgardner,
Jr., Diane Durnin 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 stockholders, the Board has established a framework for the oversight of
various risks relating to the funds, including the oversight of the
identification of risks and the management of certain identified risks. The
Board has delegated certain aspects of its risk oversight responsibilities to
the committees, but relies primarily on Amundi US and its affiliates for the
identification and management or mitigation of risks relating to their
management activities on behalf of the funds, as well as to oversee and advise
the Board on the risks that may arise relating to the activities of other fund
service providers.
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, stockholder services, investment performance or
reputation of a fund.
Most of the funds' investment management and business operations are carried
out by or through Amundi US, its affiliates, and other service providers (such
as the custodian and fund accounting agent and the transfer agent), each of
which has an independent interest in risk management but whose policies and the
methods by which one or more risk management functions are carried out may
differ from each fund's and each other's in the
25
setting of priorities, the resources available or the effectiveness of relevant
controls. Operational or other failures, including cybersecurity failures, at
any one or more of the funds' service providers could have a material adverse
effect on a fund and its stockholders.
Under the overall supervision of the Board or the applicable committee of the
Board, each fund, or Amundi US and the affiliates of Amundi US, 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 US's chief
compliance officer and Amundi US's chief risk officer and director of internal
audit, as well as various personnel of Amundi US 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
Directors related to risks typically are summaries of relevant information.
The Board recognizes that not all risks that may affect a fund can be
identified, that it may not be practical or cost-effective to eliminate or
mitigate certain risks, that it may be necessary to bear certain risks (such as
investment-related risks) to achieve each fund'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 US and its affiliates or other service providers. Because most
of the funds' operations are carried out by various service providers, the
Board's oversight of the risk management processes of those service providers,
including processes to address cybersecurity and other operational failures, is
inherently limited. As a result of the foregoing and other factors, each fund's
ability to manage risk is subject to substantial limitations.
It is important to note that each fund is designed for investors that are
prepared to accept investment risk, including the possibility that as yet
unforeseen risks may emerge in the future.
The following table indicates the value of shares that each Director or nominee
beneficially owned in each fund and Pioneer Funds in the aggregate as of May
31, 2022. Beneficial ownership is determined in accordance with SEC Rule
13d-3(d)(1). The share value of any closed-end Pioneer fund is based on its
closing market price on May 31, 2022. The share value of any open-end Pioneer
fund is based on the net asset value of the class of shares on May 31, 2022.
The dollar ranges in this table are in accordance with SEC requirements.
26
Aggregate Dollar
Range of Equity
Securities in All
Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by
Name of Directors or Nominees in each Fund Directors or Nominees
-------------------------------------------------------------------------
INTERESTED DIRECTORS or NOMINEES
-------------------------------------------------------------------------
$0 (1)
$0 (2)
$0 (3)
Lisa M. Jones $0 (4) Over $100,000
$0 (5)
$0 (6)
-------------------------------------------------------------------------
$0 (1)
$0 (2)
$0 (3)
Kenneth J. Taubes $0 (4) Over $100,000
$0 (5)
$0 (6)
-------------------------------------------------------------------------
INDEPENDENT DIRECTORS or NOMINEES
-------------------------------------------------------------------------
$0 (1)
$0 (2)
$0 (3)
John E. Baumgardner, Jr. $0 (4) Over $100,000
$0 (5)
$0 (6)
-------------------------------------------------------------------------
$0 (1)
$0 (2)
$0 (3)
Diane Durnin $0 (4) Over $100,000
$0 (5)
$0 (6)
-------------------------------------------------------------------------
$0 (1)
$0 (2)
$0 (3)
Benjamin M. Friedman $0 (4) Over $100,000
$0 (5)
$0 (6)
-------------------------------------------------------------------------
|
27
Aggregate Dollar
Range of Equity
Securities in All
Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by
Name of Directors or Nominees in each Fund Directors or Nominees
-----------------------------------------------------------------------------
INTERESTED DIRECTORS or NOMINEES
-----------------------------------------------------------------------------
$0 (1)
$0 (2)
Craig C. MacKay $0 (3) $50,000 - $100,000
$0 (4)
$0 (5)
$0 (6)
-----------------------------------------------------------------------------
$0 (1)
$0 (2)
$0 (3)
Lorraine H. Monchak $0 (4) Over $100,000
$0 (5)
$0 (6)
-----------------------------------------------------------------------------
$0 (1)
$0 (2)
$0 (3)
Thomas J. Perna $0 (4) Over $100,000
$0 (5)
$10,001 - $50,000 (6)
-----------------------------------------------------------------------------
$0 (1)
$0 (2)
$0 (3)
Marguerite A. Piret $0 (4) Over $100,000
$0 (5)
$0 (6)
-----------------------------------------------------------------------------
$0 (1)
$0 (2)
$0 (3)
Fred J. Ricciardi $0 (4) Over $100,000
$0 (5)
$0 (6)
-----------------------------------------------------------------------------
|
(1) Shares held in Pioneer High Income Fund, Inc.
(2) Shares held in Pioneer Municipal High Income Fund, Inc.
(3) Shares held in Pioneer Municipal High Income Advantage Fund, Inc.
(4) Shares held in Pioneer Diversified High Income Fund, Inc.
(5) Shares held in Pioneer Floating Rate Fund, Inc.
(6) Shares held in Pioneer Municipal High Income Opportunities Fund, Inc.
28
As of December 31, 2021, the Directors, any nominee for election as a Director
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 Directors or any nominee for election as an Independent Director
engaged in the purchase or sale of securities of Amundi US, Amundi, Amundi US,
Inc. or any other entity in a control relationship to Amundi US or Amundi
Distributor US, Inc.
Material Relationships of the Independent Directors
Mr. Baumgardner, an Independent Director, is Of Counsel to Sullivan & Cromwell
LLP, which acts as independent counsel to the Independent Directors of all of
the Pioneer Funds. The aggregate compensation paid to Sullivan & Cromwell LLP
by the Pioneer Funds was approximately $752,913 and $626,073 in each of 2020
and 2021.
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 and serves until his or her successor is elected 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 US and none of the executive
officers are employees of the funds. The business address of all officers of
the funds is 60 State Street, Boston, Massachusetts 02109.
Name, age and position with each fund Principal occupation(s)
----------------------------------------------------------------------------------------
Christopher J. Kelley Vice President and Associate General Counsel of
(57) Amundi US since January 2008; Secretary and
Secretary and Chief Legal Officer Chief Legal Officer of all of the Pioneer Funds
since June 2010; Assistant Secretary of all of the
Pioneer Funds from September 2003 to May
2010; Vice President and Senior Counsel of
Amundi US from July 2002 to December 2007
----------------------------------------------------------------------------------------
Thomas Reyes Assistant General Counsel of Amundi US since
(59) May 2013 and Assistant Secretary of all the
Assistant Secretary Pioneer Funds since June 2010; Counsel of
Amundi US from June 2007 to May 2013
----------------------------------------------------------------------------------------
Anthony J. Koenig, Jr. Managing Director, Chief Operations Officer and
(58) Fund Treasurer of Amundi US since May 2021;
Treasurer and Chief Financial and Treasurer of all of the Pioneer Funds since May
Accounting Officer 2021; Assistant Treasurer of all of the Pioneer
Funds from January 2021 to May 2021; and
Chief of Staff, US Investment Management of
Amundi US from May 2008 to January 2021
----------------------------------------------------------------------------------------
|
29
Name, age and position with each fund Principal occupation(s)
---------------------------------------------------------------------------------------
Luis I. Presutti Director -- Fund Treasury of Amundi US since
(57) 1999; and Assistant Treasurer of all of the
Assistant Treasurer Pioneer Funds since 1999
---------------------------------------------------------------------------------------
Gary Sullivan Senior Manager -- Fund Treasury of Amundi US
(64) since 2012; and Assistant Treasurer of all of the
Assistant Treasurer Pioneer Funds since 2002
---------------------------------------------------------------------------------------
Antonio Furtado Fund Oversight Manager -- Fund Treasury of
(40) Amundi US since 2020; Assistant Treasurer of all
Assistant Treasurer of the Pioneer Funds since 2020; and Senior
Fund Treasury Analyst from 2012 - 2020
---------------------------------------------------------------------------------------
Michael Melnick Vice President - Deputy Fund Treasurer of
(51) Amundi US since May 2021; Assistant Treasurer
Assistant Treasurer of all of the Pioneer Funds since July 2021;
Director of Regulatory Reporting of Amundi US
from 2001 -- 2021; and Director of Tax of Amundi
US from 2000 - 2001
---------------------------------------------------------------------------------------
John Malone Managing Director, Chief Compliance Officer of
(51) Amundi US Asset Management; Amundi Asset
Chief Compliance Officer Management US, Inc.; and the Pioneer Funds
since September 2018; Chief Compliance Officer
of Amundi Distributor US, Inc. since January 2014
---------------------------------------------------------------------------------------
Brandon Austin Director, Financial Security -- Amundi Asset
(50) Management; Anti-Money Laundering Officer of
Anti-Money Laundering Officer all the Pioneer Funds since March 2022 Director
of Financial Security of Amundi US since July
2021; Vice President, Head of BSA, AML and
OFAC, Deputy Compliance Manager, Cr[]dit
Agricole Indosuez Wealth Management
(investment management firm) (2013 -- 2021)
---------------------------------------------------------------------------------------
|
30
Compensation of Directors and executive officers
The following table sets forth certain information with respect to the
compensation of each Director of Pioneer High Income Fund, Inc. and Pioneer
Municipal High Income Advantage Fund, Inc. for the fiscal year ended March 31,
2022. The amounts paid to the Directors by each fund differ due to (i)
membership on or chairing certain committees of the Board and other
responsibilities assigned to specific Directors, and (ii) attendance at
meetings. Each fund does not pay any salary or other compensation to its
executive officers, none of whom are employees of the funds. The funds'
executive officers, who are also officers or employees of Amundi US or its
affiliates, are compensated by Amundi US or its affiliates.
Pioneer High Income Fund, Inc. and Pioneer Municipal High Income Advantage
Fund, Inc.:
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Director from each Fund Fund Expenses Pioneer Funds(1)
----------------------------------------------------------------------------
Interested Directors:
----------------------------------------------------------------------------
Lisa M. Jones $0.00* $0.00 $0.00
$0.00**
----------------------------------------------------------------------------
Kenneth J. Taubes $0.00* $0.00 $0.00
$0.00**
----------------------------------------------------------------------------
Independent Directors:
----------------------------------------------------------------------------
John E. Baumgardner, Jr. $1,806.55* $0.00 $291,525.00
$2,157.63**
----------------------------------------------------------------------------
Diane Durnin $1,796.73* $0.00 $288,628.00
$2,143.82**
----------------------------------------------------------------------------
Craig C. MacKay $1,788.14* $0.00 $286,150.00
$2,131.60**
----------------------------------------------------------------------------
Benjamin M. Friedman $1,909.04* $0.00 $322,819.00
$2,305.10**
----------------------------------------------------------------------------
Lorraine H. Monchak $1,927.55* $0.00 $328,422.00
$2,331.62**
----------------------------------------------------------------------------
Thomas J. Perna $2,150.23* $0.00 $396,025.00
$2,651.35**
----------------------------------------------------------------------------
Marguerite A. Piret $1,840.52* $0.00 $301,922.00
$2,206.46**
----------------------------------------------------------------------------
Fred J. Ricciardi $1,869.87* $0.00 $310,922.00
$2,248.88**
----------------------------------------------------------------------------
|
(1) As of the fiscal year ended March 31, 2022, there were 49 U.S. registered
funds in the Pioneer Funds.
* Aggregate compensation from Pioneer High Income Fund, Inc.
** Aggregate compensation from Pioneer Municipal High Income Advantage Fund,
Inc.
31
The following table sets forth certain information with respect to the
compensation of each Director of Pioneer Diversified High Income Fund, Inc.,
Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income
Opportunities Fund, Inc. for the fiscal year ended April 30, 2022. The amounts
paid to the Directors differ due to (i) membership on or chairing certain
committees of the boards of Directors and other responsibilities assigned to
specific Directors, and (ii) attendance at meetings. 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 US or its affiliates, are compensated by Amundi US or its
affiliates.
Pioneer Diversified High Income Fund, Inc., Pioneer Municipal High Income Fund,
Inc. and Pioneer Municipal High Income Opportunities Fund, Inc.:
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Director from each Fund Fund Expenses Pioneer Funds(1)
-----------------------------------------------------------------------------
Interested Directors:
-----------------------------------------------------------------------------
Lisa M. Jones $0.00* $0.00 $0.00
$0.00**
$0.00***
-----------------------------------------------------------------------------
Kenneth J. Taubes $0.00* $0.00 $0.00
$0.00**
$0.00***
-----------------------------------------------------------------------------
Independent Directors:
-----------------------------------------------------------------------------
John E. Baumgardner, Jr. $1,000.00* $0.00 $291,525.00
$2,009.85**
$1,174.23***
-----------------------------------------------------------------------------
Diane Durnin $1,000.00* $0.00 $288,628.00
$1,997.84**
$1,171.54***
-----------------------------------------------------------------------------
Benjamin M. Friedman $1,000.00* $0.00 $322,819.00
$2,138.58**
$1,234.90***
-----------------------------------------------------------------------------
Craig C. MacKay $1,000.00* $0.00 $286,150.00
$1,987.24**
$1,171.54***
-----------------------------------------------------------------------------
Lorraine H. Monchak $1,000.00* $0.00 $328,422.00
$2,161.71**
$1,243.69***
-----------------------------------------------------------------------------
|
32
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Director from each Fund Fund Expenses Pioneer Funds(1)
--------------------------------------------------------------------------
Independent Directors:
--------------------------------------------------------------------------
Thomas J. Perna $1,000.00* $0.00 $396,025.00
$2,440.60**
$1,361.53***
--------------------------------------------------------------------------
Marguerite A. Piret $1,000.00* $0.00 $301,922.00
$2,052.49**
$1,195.18***
--------------------------------------------------------------------------
Fred J. Ricciardi $1,000.00* $0.00 $310,922.00
$2,089.53**
$1,213.45***
--------------------------------------------------------------------------
|
(1) As of the fiscal year ended April 30, 2022, there were 49 U.S. registered
funds in the Pioneer Funds.
* Aggregate compensation from Pioneer Diversified High Income Fund, Inc.
** Aggregate compensation from Pioneer Municipal High Income Fund, Inc.
*** Aggregate compensation from Pioneer Municipal High Income Opportunities
Fund, Inc.
The following table sets forth certain information with respect to the
compensation of each Director of Pioneer Floating Rate Fund, Inc. for the
fiscal year ended November 30, 2021. The amounts paid to the Directors differ
due to (i) membership on or chairing certain committees of the boards of
Directors and other responsibilities assigned to specific Directors, and (ii)
attendance at meetings. The fund does not pay any salary or other compensation
to its executive officers, none of whom are employees of the fund. The fund's
executive officers, who are also officers or employees of Amundi US or its
affiliates, are compensated by Amundi US or its affiliates.
Pioneer Floating Rate Fund, Inc.:
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Director from each Fund Fund Expenses Pioneer Funds(1)
------------------------------------------------------------------------
Interested Directors:
------------------------------------------------------------------------
Lisa M. Jones $0.00 $0.00 $0.00
------------------------------------------------------------------------
Kenneth J. Taubes $0.00 $0.00 $0.00
------------------------------------------------------------------------
|
33
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Director from each Fund Fund Expenses Pioneer Funds(1)
----------------------------------------------------------------------------
Independent Directors:
----------------------------------------------------------------------------
John E. Baumgardner, Jr. $1,148.23 $0.00 $303,000.00
----------------------------------------------------------------------------
Diane Durnin $1,138.27 $0.00 $297,251.00
----------------------------------------------------------------------------
Benjamin M. Friedman $1,158.06 $0.00 $325,000.00
----------------------------------------------------------------------------
Craig C. MacKay(2) $583.33 $0.00 $166,646.00
----------------------------------------------------------------------------
Lorraine H. Monchak $1,161.29 $0.00 $330,751.00
----------------------------------------------------------------------------
Thomas J. Perna $1,204.38 $0.00 $404,500.00
----------------------------------------------------------------------------
Marguerite A. Piret $1,148.09 $0.00 $304,251.00
----------------------------------------------------------------------------
Fred J. Ricciardi $1,158.20 $0.00 $316,251.00
----------------------------------------------------------------------------
|
(1) As of the fiscal year ended November 30, 2021, there were 49 U.S.
registered funds in the Pioneer Funds.
(2) Appointed as a Director on March 22, 2021.
Investment adviser and administrator
Amundi US (the "Adviser"), whose executive offices are located at 60 State
Street, Boston, Massachusetts 02109, serves as investment adviser and
administrator to each fund. Prior to January 1, 2021, Amundi US was known as
Amundi Pioneer Asset Management, Inc.
Amundi US is an indirect, wholly owned subsidiary of Amundi and Amundi's wholly
owned subsidiary, Amundi Holdings US, Inc. Amundi, one of the world's largest
asset managers, is headquartered in Paris, France. As of March 31, 2022, Amundi
had more than $2.2 trillion in assets under management worldwide. As of March
31, 2022, Amundi US (and its U.S. affiliates) had over $101 billion in assets
under management.
Required vote
In accordance with the Bylaws for each of Pioneer Diversified High Income Fund,
Inc., Pioneer Floating Rate Fund, Inc., Pioneer High Income Fund, Inc. and
Pioneer Municipal High Income Opportunities Fund, Inc., the affirmative vote of
a majority of all of the votes of the Common Stock of the fund entitled to be
cast at a meeting of stockholders duly called and at which a quorum is present
is required to elect each nominee for Director.
- Mr. Baumgardner, Ms. Jones and Ms. Monchak are the current nominees
for election as Class III Directors of Pioneer Diversified High
Income Fund, Inc.;
34
Class I Directors of Pioneer Floating Rate Fund, Inc. and Pioneer
Municipal High Income Opportunities Fund; and Class II Directors of
Pioneer High Income Fund, Inc.
In accordance with the Bylaws for each of Pioneer Municipal High Income Fund,
Inc. and Pioneer Municipal High Income Advantage Fund, Inc., the holders of
Common Stock and Preferred Stock of the fund will vote on the respective
nominees designated to be elected by such class of shares.
The affirmative vote of a majority of all of the votes of the Common Stock and
Preferred Stock of the fund entitled to be cast at a meeting of stockholders
duly called and at which a quorum is present, voting together as a single
class, is required to elect each nominee for Director designated to be elected
by the Common Stock and Preferred Stock of the fund.
- Ms. Jones and Ms. Monchak are the current nominees for election by
the Common Stock and Preferred Stock of the fund, voting together as
a single class, as Class I Directors of Pioneer Municipal High
Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund,
Inc.
The affirmative vote of a majority of all of the votes of the Preferred Stock
of the fund entitled to be cast at a meeting of stockholders duly called and at
which a quorum is present is required to elect each nominee for Director
designated to be elected by the Preferred Stock of the fund.
- Mr. Baumgardner is the current nominee for election by the Preferred
Stock only as a Class I Director of Pioneer Municipal High Income
Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc.
Recommendation
For the reasons set forth above, the Directors of your fund unanimously
recommend that stockholders vote FOR each of Mr. Baumgardner, Ms. Jones and Ms.
Monchak.
35
AUDITOR INFORMATION
Each fund's Board, 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 3/31/2022 ended 3/31/2021
----------------------------------------------------------------------------
Pioneer High Income Fund, Inc. $39,270.00 $39,270.00
----------------------------------------------------------------------------
Pioneer Municipal High Income
Advantage Fund, Inc. $42,330.00 $42,330.00
----------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 4/30/2022 ended 4/30/2021
----------------------------------------------------------------------------
Pioneer Diversified High
Income Fund, Inc. $39,270.00 $39,270.00
----------------------------------------------------------------------------
Pioneer Municipal High
Income Fund, Inc. $42,330.00 $42,330.00
----------------------------------------------------------------------------
Pioneer Municipal High Income
Opportunities Fund, Inc.* $52,000.00 $0
----------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 11/30/2021 ended 11/30/2020
----------------------------------------------------------------------------
Pioneer Floating Rate Fund, Inc. $61,600.00 $61,600.00
----------------------------------------------------------------------------
|
* Pioneer Municipal High Income Opportunities Fund, Inc. commenced
operations on August 6, 2021.
Audit-related fees
The following are aggregate audit-related fees billed for assurance and related
services by Ernst & Young LLP to each fund that are related to agreed upon
procedures related to the ratings of each fund's Preferred Stock (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.
36
For the fiscal year For the fiscal year
ended 3/31/2022 ended 3/31/2021
---------------------------------------------------------------------------
Pioneer High Income Fund, Inc. $0.00 $0.00
---------------------------------------------------------------------------
Pioneer Municipal High Income
Advantage Fund, Inc. $0.00 $0.00
---------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 4/30/2022 ended 4/30/2021
---------------------------------------------------------------------------
Pioneer Diversified High
Income Fund, Inc. $0.00 $0.00
---------------------------------------------------------------------------
Pioneer Municipal High
Income Fund, Inc. $0.00 $0.00
---------------------------------------------------------------------------
Pioneer Municipal High Income
Opportunities Fund, Inc.* $0.00 $0.00
---------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 11/30/2021 ended 11/30/2020
---------------------------------------------------------------------------
Pioneer Floating Rate Fund, Inc. $0.00 $0.00
---------------------------------------------------------------------------
|
* Pioneer Municipal High Income Opportunities Fund, Inc. commenced operations
on August 6, 2021.
Tax fees
The following are aggregate fees billed for professional services, primarily
for tax returns, rendered by 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 3/31/2022 ended 3/31/2021
------------------------------------------------------------------------
Pioneer High Income Fund, Inc. $9,400.00 $9,934.00
------------------------------------------------------------------------
Pioneer Municipal High Income
Advantage Fund, Inc. $9,400.00 $9,934.00
------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 4/30/2022 ended 4/30/2021
------------------------------------------------------------------------
Pioneer Diversified High
Income Fund, Inc. $9,500.00 $10,317.00
------------------------------------------------------------------------
Pioneer Municipal High
Income Fund, Inc. $9,400.00 $9,934.00
------------------------------------------------------------------------
Pioneer Municipal High Income
Opportunities Fund, Inc.* $11,350.00 $0.00
------------------------------------------------------------------------
|
37
For the fiscal year For the fiscal year
ended 11/30/2021 ended 11/30/2020
--------------------------------------------------------------------------
Pioneer Floating Rate Fund, Inc. $10,317.00 $10,317.00
--------------------------------------------------------------------------
|
* Pioneer Municipal High Income Opportunities Fund, Inc. commenced
operations on August 6, 2021.
All other fees
There were no fees billed for other services rendered by 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, 2022 and 2021, for Pioneer High Income Fund, Inc. and Pioneer
Municipal High Income Advantage Fund, Inc., there were no services provided to
an affiliate that required the fund's Audit Committee pre-approval. For the
fiscal years ended April 30, 2022 and 2021, for Pioneer Diversified High Income
Fund, Inc., Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High
Income Opportunities Fund, Inc., there were no services provided to an
affiliate that required the fund's Audit Committee pre-approval. For the fiscal
years ended November 30, 2021 and 2020, for Pioneer Floating Rate Fund, Inc.,
there were no services provided to an affiliate that required the fund's Audit
Committee pre-approval.
General Audit Committee Approval Policy
o For all projects, each of the officers of the funds and the funds'
independent registered public accounting firm will make an
assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted
service categories and the "Approval of Audit, Audit-Related, Tax
and Other Services" Policy will be applied. Any services outside the
specific pre-approved service subcategories set forth above must
specifically be approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report
summarizing the services by service category, including fees,
provided by the independent registered public accounting firm as set
forth in the above policy.
The charter of each Audit Committee requires that the Audit Committee shall
approve (a) all audit and non-audit services to be provided to each fund and
(b) all non-audit services to be provided by the fund's independent public
accounting firm to Amundi US 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
38
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 US 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 US and (iii) any Covered Service Provider during the fiscal year in
which services are provided that would not have to be approved by the Audit
Committee; (b) the permissible non-audit services were not recognized by the
fund at the time of the engagement to be non-audit services; and (c) such
services are promptly brought to the attention of the Audit Committee and
approved by the Audit Committee (or its delegate(s)) prior to completion of the
audit.
Aggregate Non-Audit Fees
The aggregate non-audit fees billed by Ernst & Young LLP for services rendered
to each fund and its affiliates, as previously defined, were as follows.
For the fiscal year For the fiscal year
ended 3/31/2022 ended 3/31/2021
-------------------------------------------------------------------------
Pioneer High Income Fund, Inc. $0.00 $0.00
-------------------------------------------------------------------------
Pioneer Municipal High Income
Advantage Fund, Inc. $0.00 $0.00
-------------------------------------------------------------------------
|
39
For the fiscal year For the fiscal year
ended 4/30/2022 ended 4/30/2021
--------------------------------------------------------------------------
Pioneer Diversified High
Income Fund, Inc. $0.00 $0.00
--------------------------------------------------------------------------
Pioneer Municipal High
Income Fund, Inc. $0.00 $0.00
--------------------------------------------------------------------------
Pioneer Municipal High Income
Opportunities Fund, Inc.* $0.00 $0.00
--------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 11/30/2021 ended 11/30/2020
--------------------------------------------------------------------------
Pioneer Floating Rate Fund, Inc. $0.00 $0.00
--------------------------------------------------------------------------
|
* Pioneer Municipal High Income Opportunities Fund, Inc. commenced
operations on August 6, 2021.
The Audit Committee of the Board of each fund has considered whether the
provision of services, other than audit services, by 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 stockholder
meeting, will have the opportunity to make a statement should they desire to do
so, and will be available to answer questions.
40
INFORMATION CONCERNING THE MEETINGS
Outstanding shares and quorum
As of the record date, July 7, 2022, the following shares of Common Stock and
Preferred Stock were outstanding for each fund:
Common Stock Preferred Stock
-------------------------------------------------------------------------
Pioneer Diversified High Income
Fund, Inc. 8,334,759.000 None
Pioneer Floating Rate Fund, Inc. 12,374,933.000 None
Pioneer High Income Fund, Inc. 35,149,449.000 None
Pioneer Municipal High Income
Advantage Fund, Inc. 23,914,439.000 1800 Series 2021
VMTP
Variable Rate
MuniFund Term
Preferred Shares
Series 2021
Pioneer Municipal High Income
Fund, Inc. 22,771,349.000 1450 Series 2021
VMTP
Preferred -- Variable
Rate MuniFund Term
Preferred Shares
Series 2021
Pioneer Municipal High Income
Opportunities Fund, Inc. 16,885,273.000 None
|
Only stockholders of record as of the close of business on the record date are
entitled to notice of and to vote at the meeting. With respect to matters to be
voted on by the Common Stock and Preferred Stock of a fund voting together as a
single class, the presence in person or by proxy of stockholders entitled to
cast a majority of the votes entitled to be cast at the meeting (without regard
to class) on such matters shall constitute a quorum for the transaction of
business on such matters. With respect to matters to be voted on by the
Preferred Stock of a fund voting as a separate class, the presence in person or
by proxy of stockholders entitled to cast a majority of the votes entitled to
be cast at the meeting by holders of stock of such class on such matters shall
constitute a quorum for the transaction of business on such matters.
41
Ownership of shares of the funds
Pioneer Diversified High Income Fund, Inc.
To the best of the fund's knowledge, as of July 7, 2022, Cede & Co., a nominee
for participants in the Depository Trust Company, P.O. Box 20, Bowling Green
Station, New York, NY 10004, held of record 8,333,699.000 shares, equal to
approximately 99.99% of the fund's outstanding Common Stock, including the
shares shown below:
Name and Address
of Beneficial Owner Share Class Number of Shares % of Class
-----------------------------------------------------------------------
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive,
Suite 400
Wheaton, Illinois 60187 Common 1,622,385 19.47%(1)
-----------------------------------------------------------------------
|
(1) Based on Schedule 13G filed by First Trust Portfolios L.P., First Trust
Advisors L.P. and The Charger Corporation on January 21, 2022.
Pioneer Floating Rate Fund, Inc.
To the best of the fund's knowledge, as of July 7, 2022, Cede & Co., a nominee
for participants in the Depository Trust Company, P.O. Box 20, Bowling Green
Station, New York, NY 10004, held of record 12,372,708.000 shares, equal to
approximately 99.99% of the fund's outstanding Common Stock, including the
shares shown below:
Name and Address
of Beneficial Owner Share Class Number of Shares % of Class
-----------------------------------------------------------------------
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive,
Suite 400
Wheaton, Illinois 60187 Common 1,877,849 15.17%(1)
----------------------------------------------------------------------
|
(1) Based on Schedule 13G filed by First Trust Portfolios L.P., First Trust
Advisors L.P. and The Charger Corporation on July 6, 2022.
Pioneer High Income Fund, Inc.
To the best of the fund's knowledge, as of July 7, 2022, 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 29,289,771.000 shares, equal to
approximately 99.90% of the fund's outstanding Common Stock, including the
shares shown below:
42
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 4,749,514 16.19%(1)
----------------------------------------------------------------------------
|
(1) Based on Schedule 13G filed by First Trust Portfolios L.P., First Trust
Advisors L.P. and The Charger Corporation on January 14, 2022.
Pioneer Municipal High Income Advantage Fund, Inc.
To the best of the fund's knowledge, as of July 7, 2022, 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 23,899,504.000 shares, equal to
approximately 99.97% of the fund's outstanding Common Stock, including the
shares shown below:
Name and Address
of Beneficial Owner Share Class Number of Shares % of Class
----------------------------------------------------------------------------
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive,
Suite 400
Wheaton, Illinois 60187 Common 3,015,591 12.61%(1)
----------------------------------------------------------------------------
|
(1) Based on Schedule 13G filed by First Trust Portfolios L.P., First Trust
Advisors L.P. and The Charger Corporation on January 20, 2022.
To the best of the fund's knowledge, as of July 7, 2022, Wells Fargo & Company,
420 Montgomery Street, San Francisco, CA 94104 and Wells Fargo Municipal
Capital Strategies, LLC, 30 Hudson Yards, New York, New York 10001, held of
record 1,800 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 Fund, Inc.
To the best of the fund's knowledge, as of July 7, 2022, 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 22,759,308.000 shares, equal to
approximately 99.97% of the fund's outstanding Common Stock, including the
shares shown below:
43
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 3,262,785 14.33%(1)
-------------------------------------------------------------------------
|
(1) Based on Schedule 13G filed by First Trust Portfolios L.P., First Trust
Advisors L.P. and The Charger Corporation on January 18, 2022.
To the best of the fund's knowledge, as of July 7, 2022, Wells Fargo & Company,
420 Montgomery Street, San Francisco, CA 94104 and Wells Fargo Municipal
Capital Strategies, LLC, 30 Hudson Yards, New York, New York 10001, held of
record 1,450 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 Opportunities Fund, Inc.
To the best of the fund's knowledge, as of July 7, 2022, Cede & Co., a nominee
for participants in the Depository Trust Company, P.O. Box 20, Bowling Green
Station, New York, NY 10004, held of record 16,877,689.000 shares, equal to
approximately 99.97% of the fund's outstanding Common Stock.
Stockholder proposals
Under Rule 14a-8 of the Exchange Act (relating to stockholder proposals), any
stockholder proposal that may properly be included in your fund's proxy
statement for the 2023 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 2022 annual meeting, or on or
before April 3, 2023. A proposal or nomination that is not to be included in a
fund's proxy statement may be made at the 2023 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 150 days
and at least 120 days (i.e., April 3, 2023) before the anniversary date of the
mailing of the fund's proxy materials for the 2022 annual meeting provided,
however, that in the event that the date of the mailing of the notice for the
2023 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 2022 annual
meeting, notice by a stockholder to be timely must be so delivered not earlier
than the close of business on the 150th day prior to the date of the 2023
annual meeting and not later than the close of business on the later of the
120th day prior to the date of the 2023 annual meeting, as originally convened,
or the 10th day following the day on which public announcement of the date of
mailing of the notice for the 2023 meeting is first made by the fund. The
funds' Bylaws require that certain information must be provided by the
stockholder to the fund when notice of a nominee for election as a Director or
proposal is submitted to the fund.
44
The submission by a stockholder of a proposal for inclusion in a proxy
statement does not guarantee that it will be included. Each of Pioneer
Diversified High Income Fund, Inc., Pioneer Floating Rate Fund, Inc., Pioneer
High Income Fund, Inc., Pioneer Municipal High Income Fund, Inc., Pioneer
Municipal High Income Advantage Fund, Inc. and Pioneer Municipal High Income
Opportunities Fund, Inc. currently expect to hold the next annual stockholders'
meeting on or about September 14, 2023, which date is subject to change.
Stockholder proposals are subject to certain regulations under the federal
securities laws.
Proxies, quorum and voting at the meeting
Stockholders who execute proxies or provide voting instructions by telephone or
the Internet generally have the power to revoke them at any time before a vote
is taken on a proposal by executing a superseding proxy or by submitting a
notice of revocation to the Secretary of the fund. In addition, although mere
attendance at the meeting will not revoke a proxy, a stockholder 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 vote in their discretion
in connection with the transaction of such other business as may properly come
before the meeting or any postponements or adjournments thereof.
Only stockholders of record as of the close of business on the record date are
entitled to notice of and to vote at the meeting.
For each of Pioneer Diversified High Income Fund, Inc., Pioneer Floating Rate
Fund, Inc., Pioneer High Income Fund, Inc. and Pioneer Municipal High Income
Opportunities Fund, Inc.: the presence in person or by proxy of stockholders
entitled to cast a majority of the votes entitled to be cast at the meeting by
holders of stock of such fund shall constitute a quorum for the transaction of
business at the meeting.
For each of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High
Income Advantage Fund, Inc.: with respect to matters to be voted on by the
Common Stock and Preferred Stock of a fund voting together as a single class,
the presence in person or by proxy of stockholders entitled to cast a majority
of the votes entitled to be cast at the meeting (without regard to class) on
such matters shall constitute a quorum for the transaction of business on such
matters; with respect to matters to be voted on by the Preferred Stock of a
fund voting as a separate class, the presence in person or by proxy of
stockholders entitled to cast a majority of the votes entitled to be cast at
the meeting by holders of stock of such class on such matters shall constitute
a quorum for the transaction of business on such matters.
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" does not vote on a proposal because the broker or
nominee does not have discretionary voting power for that particular item and
has not received instructions from the beneficial owner. However, because the
funds understand that a broker or nominee may
45
exercise discretionary voting power with respect to Proposal 1, and there are
no other proposals expected to come before the meeting for which a broker or
nominee would not have discretionary voting authority, the funds do not
anticipate that there will be any "broker non-votes" at the meeting.
The meeting with respect to one or more funds may, by action of the chair of
the meeting and without any action by stockholders, be adjourned from time to
time with respect to one or more matters to be considered at the meeting to a
later date and time and at a place announced at the meeting, whether or not a
quorum is present with respect to such matter, and the meeting may be held as
adjourned without further notice other than announcement at the meeting and
provided that the new meeting date is not more than 120 days from the original
record date. At the discretion of the chair, if a quorum is present with
respect to a proposal to be considered at the meeting, a vote may be taken on
the proposal prior to such adjournment. Such vote will be considered final
regardless of whether the meeting is adjourned 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 stockholders.
On any matter submitted to a vote of stockholders 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
majority of all the votes entitled to be cast at a meeting of stockholders duly
called and at which a quorum is present. Because the required vote for Proposal
1 is based on the number of votes the fund's stockholders are entitled to cast
rather than on the number of votes cast, failure to vote your shares (including
failure to give voting instructions to your broker, bank or other nominee),
abstentions and "broker non-votes" will have the same effect as voting
"AGAINST" the election of the directors. However, because the funds understand
that a broker or nominee may exercise discretionary voting power with respect
to Proposal 1, and there are no other proposals expected to come before the
meeting for which a broker or nominee would not have discretionary voting
authority, the funds do not anticipate that there will be any "broker
non-votes" at the meeting.
Other business
While the meeting has been called to transact any business that may properly
come before it, the only matters that the Board intends to present are those
matters stated in the attached notice of annual meeting of stockholders.
However, if any additional matters properly come before the annual stockholder
meeting, and on all matters incidental to the conduct of the meeting, the
persons named as proxies will vote in 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 stockholders and the accompanying
proxy card for each fund will be borne by that fund. In addition to soliciting
proxies by mail, Amundi US may, at the
46
fund's expense, have one or more of the fund's officers, representatives or
compensated third-party agents, including Amundi US and Amundi Distributor US,
Inc., aid in the solicitation of proxies by personal interview or telephone and
may request brokerage houses and other custodians, nominees and fiduciaries to
forward proxy soliciting material to the beneficial owners of the shares held
of record by such persons. Each fund has retained Di Costa Partners, LLC to
assist in the proxy solicitation. The cost of services for all solicitations
covered by this proxy statement is estimated at approximately $68,000.
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 stockholders' identities, to allow
stockholders to authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been properly
recorded. In the case of telephone voting, stockholders 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 stockholders 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, stockholders 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 1, 2022
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33065-00-0822
LOGO: Amundi
Asset Management
PO Box 211230, Eagan, MN 55121-9984
VOTE BY MAIL
1. Read the proxy statement.
[ENVELOPE IMAGE] 2. Check the appropriate box(es) on the reverse side of
the proxy card.
3. Sign, date and return the proxy card in the
envelope provided.
VOTE ONLINE
[LAPTOP IMAGE] 1. Read the proxy statement and have the proxy card at
hand.
2. Go to www.proxyvotenow.com/amundi
3. Follow the simple instructions.
[PHONE IMAGE] VOTE BY PHONE
1. Read the proxy statement and have the proxy card
at hand.
2. Call toll-free 855-276-6786
3. Follow the simple instructions.
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