UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Pursuant to Rule 14a-12
PIONEER DIVERSIFIED HIGH INCOME FUND,
INC. (HNW)
PIONEER FLOATING RATE FUND, INC. (PHD)
PIONEER HIGH INCOME FUND, INC. (PHT)
PIONEER MUNICIPAL HIGH INCOME FUND, INC. (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. (MAV)
PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)
(Name of Registrant(s) as Specified In Its
Charter)
N/A
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to
which transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
(4) Proposed maximum aggregate value of
transaction:
(5) Total fee paid:
| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement
No.:
(3) Filing Party:
(4) Date Filed:
PIONEER
DIVERSIFIED HIGH INCOME FUND, INC. (HNW)
PIONEER FLOATING RATE FUND, INC. (PHD)
PIONEER HIGH INCOME FUND, INC. (PHT)
PIONEER MUNICIPAL
HIGH INCOME FUND, INC. (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. (MAV)
PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND,
INC. (MIO)
60 State Street
Boston, Massachusetts 02109
1-833-406-5626
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED FOR SEPTEMBER 12, 2023
To the stockholders 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.:
The annual meeting of stockholders (the “annual meeting”)
of each of the above registered investment companies (each, a “fund” and, collectively, the “funds”) is scheduled
to be held at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, on Tuesday, September 12,
2023 at 2:00 p.m., Eastern time, for the following purposes:
1. To consider and vote upon the election of three Directors of
your fund, as named in the attached proxy statement: (i) with respect to each of Pioneer Municipal High Income Fund, Inc. and Pioneer
Municipal High Income Advantage Fund, Inc., by the holders of shares of Common Stock and Preferred Stock voting together as a single class,
and (ii) with respect to 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., by the holders of shares of Common Stock. Each elected Director will
serve until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies.
2. To consider and vote upon any other business that may properly
come before the annual meeting or any postponements or adjournments thereof.
The Board of Directors (the “Board”) of each fund knows
of no business other than that mentioned in this Notice of Annual Meeting of Stockholders that will be presented for consideration at
the annual meeting. If any other matters are properly presented at the annual meeting, it is the intention of the persons named as proxies
by the Board to vote on such matters in accordance with their discretion.
Each fund will hold a separate meeting. Stockholders of each fund
will vote separately.
YOUR DIRECTORS RECOMMEND THAT YOU VOTE FOR EACH OF THE NOMINEES
FOR ELECTION AS A DIRECTOR.
The Board has fixed the close of business on July 7, 2023 as the
record date for the determination of the stockholders entitled to notice of and to vote at the annual meeting and any postponements or
adjournments thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON SEPTEMBER 12, 2023: This Notice and the attached Proxy Statement are available on the Internet at
https://proxyvotinginfo.com/p/amundi2023.
By Order
of each Board of Directors,
Christopher J. Kelley, Chief Legal Officer
and Secretary
Boston, Massachusetts
July 28, 2023
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, AND IN
ORDER TO FACILITATE TIMELY RECEIPT OF YOUR PROXY VOTE, WE RESPECTFULLY URGE YOU TO SUBMIT VOTING INSTRUCTIONS BY TELEPHONE OR OVER THE
INTERNET AS PROMPTLY AS POSSIBLE. ALTERNATIVELY, YOU MAY SUBMIT VOTING INSTRUCTIONS BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY
CARD IN THE ACCOMPANYING POSTAGE-PAID RETURN ENVELOPE. VOTING NOW WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL
MEETING.
33428-00-0723
PROXY STATEMENT OF
PIONEER
DIVERSIFIED HIGH INCOME FUND, INC. (HNW)
PIONEER FLOATING RATE FUND, INC. (PHD)
PIONEER HIGH INCOME FUND, INC. (PHT)
PIONEER MUNICIPAL
HIGH INCOME FUND, INC. (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. (MAV)
PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND,
INC. (MIO)
60 State Street
Boston, Massachusetts 02109
1-833-406-5626
ANNUAL MEETING OF STOCKHOLDERS
This proxy statement contains the information you should know before
voting on the proposal described below.
Each fund will furnish without charge a copy of its most recent
annual report and any more recent semi-annual report to any stockholder upon request. Stockholders who want to obtain a copy of a fund's
reports should direct all written requests to the attention of the fund, at the address listed above, or should call the fund at 1-800-710-0935.
INTRODUCTION
This proxy statement is being used by the Board of Directors (the
“Board”) of each fund to solicit proxies to be voted at the annual meeting of stockholders (the “annual meeting”)
of each fund referenced above. Participating in the annual meeting are holders of shares of common stock, $0.001 par value per share (the
“Common Stock”), of each fund referenced above and the holders of shares of preferred stock, $0.001 par value per share (the
“Preferred Stock”), of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. Each
meeting is scheduled to be held at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, at
2:00 p.m., Eastern Time, on Tuesday, September 12, 2023, and at any postponements or adjournments thereof to a later date, for the
purposes as set forth in the accompanying notice of annual meeting of stockholders. You may call the funds at 1-800-710-0935 for information
on how to obtain directions to be able to attend the annual meeting and vote in person.
This proxy statement and the enclosed proxy card are being mailed
to stockholders of each fund on or about July 28, 2023. The annual report for each fund for its most recently completed fiscal year previously
was mailed to stockholders.
3
WHO IS ELIGIBLE TO VOTE
Stockholders of record of each fund as of the close of business
on July 7, 2023 (the “record date”) are entitled to vote on all of the funds’ business at the annual meeting and any
postponements or adjournments thereof. Each whole share shall be entitled to one vote and each fractional share shall be entitled to a
proportionate fractional vote. Even if you plan to attend the annual meeting, please sign, date and return the enclosed proxy card, or
provide voting instructions by telephone or over the Internet. If you vote by telephone or over the Internet, you will be asked to enter
a unique code that has been assigned to you, which is printed on your proxy card. This code is designed to confirm your identity, provide
access into the voting site and confirm that your instructions are properly recorded. Shares represented by properly executed proxies,
unless revoked prior to exercise at the annual meeting, will be voted according to the stockholder’s instructions. If you sign a
proxy card but do not provide instructions, your shares will be voted FOR each of the nominees for Director in Proposal 1. If any other
business properly comes before the annual meeting, your shares will be voted at the discretion of the persons named as proxies.
Stockholders of each fund will only vote on proposals relating to
their fund.
4
PROPOSAL 1
ELECTION OF BOARD OF DIRECTORS
Introduction
Stockholders of each fund are being asked to consider the election
of Diane Durnin, Benjamin M. Friedman and Kenneth J. Taubes to the Board of each fund.
Ms. Durnin, Mr. Friedman and Mr. Taubes stand for election as their
terms expire in 2023. Each of Ms. Durnin, Mr. Friedman and Mr. Taubes currently serves as a Director of each fund and has served in that
capacity continuously since originally elected. Ms. Durnin 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 2020 and was most recently elected by stockholders of such funds in 2020. Mr. Friedman 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 2008 and was most recently elected by stockholders of such funds in
2020. Mr. Taubes 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 2020. Each of Ms. Durnin, Mr. Friedman and Mr. Taubes 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 Ms. Durnin, Mr. Friedman and Mr. Taubes shall
hold office until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies.
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 each of the fund’s Board. The persons named on the accompanying
proxy card intend to vote at the annual meeting (unless otherwise directed) for the election of Ms. Durnin, Mr. Friedman and Mr. Taubes
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.
5
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 separately 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 at the annual meeting. Each of these |
|
Directors has been nominated for election at the annual |
|
meeting. |
|
Class II Directors — |
Craig C. MacKay, Thomas J. Perna, Marguerite M. Piret and |
|
Fred J. Ricciardi. Terms expire in 2024. |
|
Class III Directors — |
John E. Baumgardner, Jr., Lisa M. Jones and Lorraine H. |
|
Monchak. Terms expire in 2025. |
Pioneer Floating Rate Fund, Inc.
|
|
Class I Directors — |
Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire |
|
in 2025. |
|
|
Class II Directors — |
Ms. Durnin, Mr. Friedman and Mr. Taubes — Terms expire in |
|
2023 at the annual meeting. Each of these Directors has been |
|
nominated for election at the annual meeting. |
|
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 2025. |
|
Class II Directors — |
Ms. Durnin, Mr. Friedman and Mr. Taubes — Terms expire in |
|
2023 at the annual meeting. Each of these Directors has been |
|
nominated for election at the annual meeting. |
|
Class III Directors — |
Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms |
|
expire in 2024. |
6
Pioneer Municipal High Income Advantage Fund, Inc.
|
|
Class I Directors — |
Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire |
|
in 2025. |
|
Class II Directors — |
Ms. Durnin, Mr. Friedman and Mr. Taubes — Terms expire in |
|
2023 at the annual meeting. Each of these Directors has been |
|
nominated for election at the annual meeting. |
|
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 2025. |
|
Class II Directors — |
Ms. Durnin, Mr. Friedman and Mr. Taubes — Terms expire in |
|
2023 at the annual meeting. Each of these Directors has been |
|
nominated for election at the annual meeting. |
|
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 2025. |
|
Class III Directors — |
Ms. Durnin, Mr. Friedman and Mr. Taubes — Terms expire in |
|
2023 at the annual meeting. Each of these Directors has been |
|
nominated for election at the annual meeting. |
Mr. Baumgardner and Ms. Piret are designated as the Directors to
be elected by the holders of shares of Preferred Stock of each fund that has issued Preferred Stock. As noted above, neither Mr. Baumgardner’s
nor Ms. Piret’s term expires at the upcoming 2023 annual meeting. Consequently, holders of Preferred Stock of Pioneer Municipal
High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. are not being asked to vote as a separate class at the upcoming
2023 annual meeting.
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 |
Independent Directors and Nominees: |
|
|
|
Private investor (2004 – 2008 |
Director, Broadridge |
Thomas J. |
Pioneer Diversified |
and 2013 – present); Chairman |
Financial Solutions, Inc. |
Perna (72) |
High Income Fund, |
(2008 – 2013) and Chief |
(investor |
Chairman of the |
Inc.: Class II Director |
Executive Officer (2008 – 2012), |
communications and |
Board and |
since 2007. Term expires |
Quadriserv, Inc. (technology |
securities processing |
Director |
in 2024. |
products for securities lending |
provider for financial |
|
|
industry); and Senior Executive |
services industry) (2009 |
|
Pioneer
Floating Rate |
Vice President, The Bank of New |
– present); Director, |
|
Fund, Inc.: Class III |
York (financial and securities |
Quadriserv, Inc. (2005 – |
|
Director since 2006. Term |
services) (1986 – 2004) |
2013); and |
|
expires in 2024. |
|
Commissioner, New |
|
|
|
Jersey State Civil Service |
|
Pioneer High Income |
|
Commission (2011 – |
|
Fund, Inc.: Class I |
|
2015) |
|
Director since 2006. Term |
|
|
|
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. |
|
|
9
|
|
|
|
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: |
|
|
|
John E. |
Pioneer Diversified |
Of Counsel (2019 – present), |
Chairman, The Lakeville |
Baumgardner, |
High Income Fund, |
Partner (1983-2018), Sullivan & |
Journal Company, LLC, |
Jr. (72)* |
Inc.: Class III Director |
Cromwell LLP (law firm) |
(privately-held |
Director |
since 2019. Term expires |
|
community newspaper |
|
in 2025. |
|
group) (2015-present) |
|
|
|
|
|
Pioneer Floating Rate |
|
|
|
Fund, Inc.: Class I |
|
|
|
Director since 2019. Term |
|
|
|
expires in 2025. |
|
|
|
|
|
|
|
Pioneer High Income |
|
|
|
Fund, Inc.: Class II |
|
|
|
Director since 2019. Term |
|
|
|
expires in 2025. |
|
|
|
|
|
|
|
Pioneer Municipal |
|
|
|
High Income Fund, |
|
|
|
Inc.: Class I Director |
|
|
|
since 2019. Term expires |
|
|
|
in 2025. Elected by |
|
|
|
holders of Preferred |
|
|
|
Stock only. |
|
|
|
|
|
|
|
Pioneer Municipal |
|
|
|
High Income |
|
|
|
Advantage Fund, Inc.: |
|
|
|
Class I Director since |
|
|
|
2019. Term expires in |
|
|
|
2025. Elected by holders |
|
|
|
of Preferred Stock only. |
|
|
|
|
|
|
|
Pioneer Municipal |
|
|
|
High Income |
|
|
|
Opportunities Fund, |
|
|
|
Inc.: Class I Director |
|
|
|
since 2021. Term expires |
|
|
|
in 2025. |
|
|
10
|
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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 |
(66) |
High Income Fund, |
Product Strategy and |
|
Director |
Inc.: Class I Director |
Development, BNY Mellon |
|
Nominee |
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. |
|
|
11
|
|
|
|
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: |
|
|
|
Benjamin M. |
Pioneer Diversified |
William Joseph Maier Professor |
Trustee, Mellon |
Friedman (78) |
High Income Fund, |
of Political Economy, Harvard |
Institutional Funds |
Director |
Inc.: Class I Director |
University (1972 – present) |
Investment Trust and |
Nominee |
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. |
|
|
12
|
|
|
|
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: |
|
|
|
|
|
Craig C. |
Pioneer Diversified |
Partner, England & Company, |
Director, Equitable |
MacKay (60) |
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. |
|
|
2012); Group Head – Private |
(holding company) and |
|
Pioneer Floating Rate |
Finance & High Yield Capital |
Carver Federal Savings |
|
Fund, Inc.: Class III |
Markets Origination, SunTrust |
Bank, NA (2017 – |
|
Director since 2021. Term |
Robinson Humphrey |
present); Advisory |
|
expires in 2024. |
(investment bank) (2003 – |
Council Member, |
|
|
2006); and Founder and Chief |
MasterShares ETF (2016 |
|
Pioneer High Income |
Executive Officer, HNY |
– 2017); Advisory Council |
|
Fund, Inc.: Class I |
Associates, LLC (investment |
Member, The Deal |
|
Director since 2021. Term |
bank) (1996 – 2003) |
(financial market |
|
expires in 2024. |
|
information publisher) |
|
|
|
(2015 – 2016); Board Co- |
|
Pioneer Municipal |
|
Chairman and Chief |
|
High Income Fund, |
|
Executive Officer, Danis |
|
Inc.: Class III Director |
|
Transportation Company |
|
since 2021. Term expires |
|
(privately-owned |
|
in 2024. |
|
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) |
|
|
|
|
13
|
|
|
|
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: |
|
|
|
Lorraine H. |
Pioneer Diversified |
Chief Investment Officer, 1199 |
None |
Monchak (67) |
High Income Fund, |
SEIU Funds (healthcare workers |
|
Director |
Inc.: Class III Director |
union pension funds) (2001 – |
|
|
since 2015. Term expires |
present); Vice President – |
|
|
in 2025. |
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 2025. |
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 2025. |
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 2025. |
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 |
|
|
|
2025. |
|
|
|
|
|
|
|
Pioneer Municipal |
|
|
|
High Income |
|
|
|
Opportunities Fund, |
|
|
|
Inc.: Class I Director |
|
|
|
since 2021. Term expires |
|
|
|
in 2025. |
|
|
14
|
|
|
|
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: |
|
|
|
Marguerite A. |
Pioneer Diversified |
Chief Financial Officer, American |
Director of New America |
Piret (75) |
High Income Fund, |
Ag Energy, Inc. (technology for |
High Income Fund, Inc. |
Director |
Inc.: Class II Director |
the environment, energy and |
(closed-end investment |
|
since 2007. Term expires |
agriculture) (2019 – present); |
company) (2004 – |
|
in 2024. |
Chief Operating Officer, North |
present); and Member, |
|
|
Country Growers LLC |
Board of Governors, |
|
Pioneer Floating Rate |
(controlled environment and |
Investment Company |
|
Fund, Inc.: Class III |
agriculture company) (2020 – |
Institute (2000 – 2006) |
|
Director since 2003. Term |
present); Chief Executive Officer, |
|
|
expires in 2024. |
Green Heat LLC (biofuels |
|
|
|
company) (2022 – present); |
|
|
Pioneer High Income |
President and Chief Executive |
|
|
Fund, Inc.: Class I |
Officer, Newbury Piret Company |
|
|
Director since 2002. Term |
(investment banking firm) |
|
|
expires in 2024. |
(1981 – 2019) |
|
|
|
|
|
|
Pioneer Municipal |
|
|
|
High Income Fund, |
|
|
|
Inc.: Class III Director |
|
|
|
since 2003. Term expires |
|
|
|
in 2024. Elected by |
|
|
|
holders of Preferred |
|
|
|
Stock only. |
|
|
|
|
|
|
|
Pioneer Municipal |
|
|
|
High Income |
|
|
|
Advantage Fund, Inc.: |
|
|
|
Class III Director since |
|
|
|
2003. Term expires in |
|
|
|
2024. Elected by holders |
|
|
|
of Preferred Stock only. |
|
|
|
|
|
|
|
Pioneer Municipal |
|
|
|
High Income |
|
|
|
Opportunities Fund, |
|
|
|
Inc.: Class III Director |
|
|
|
since 2021. Term expires |
|
|
|
in 2024. |
|
|
15
|
|
|
|
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 (76) |
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. |
|
|
16
|
|
|
|
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 |
Director of Clearwater |
(61)** |
High Income Fund, |
Amundi US, Inc. (investment |
Analytics (provider of |
Director, |
Inc.: Class III Director |
management firm) (since |
web-based investment |
President and |
since 2014. Term expires |
September 2014); Director, CEO |
accounting software for |
Chief Executive |
in 2025. |
and President of Amundi Asset |
reporting and |
Officer |
|
Management US, Inc. (since |
reconciliation services) |
|
Pioneer Floating Rate |
September 2014); Director, CEO |
(September 2022 – |
|
Fund, Inc.: Class I |
and President of Amundi |
present) |
|
Director since 2014. Term |
Distributor US, Inc. (since |
|
expires in 2025. |
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 2025. |
Inc. and Amundi Asset |
|
|
(September 2014 – 2018); |
|
Pioneer Municipal |
Managing Director, Morgan |
|
High Income Fund, |
Stanley Investment |
|
|
Inc.: Class I Director |
Management (investment |
|
|
since 2014. Term expires |
management firm) (2010 – |
|
|
in 2025. |
2013); Director of Institutional |
|
|
|
Business, CEO of International, |
|
|
Pioneer Municipal |
Eaton Vance Management |
|
|
High Income |
(investment management firm) |
|
|
Advantage Fund, Inc.: |
(2005 – 2010); Director of |
|
|
Class I Director since |
Amundi Holdings US, Inc. (since |
|
|
2014. Term expires in |
2017) |
|
|
2025. |
|
|
|
|
|
|
|
Pioneer Municipal |
|
|
|
High Income |
|
|
|
Opportunities Fund, |
|
|
|
Inc.: Class I Director |
|
|
|
since 2021. Term expires |
|
|
|
in 2025. |
|
|
17
|
|
|
|
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 (65)** |
High Income Fund, |
President (since 2008) and Chief |
|
Director |
Inc.: Class I Director |
Investment Officer, U.S. (since |
|
Nominee |
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. |
|
|
* | | 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. |
18
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
6 meetings. During the most recent fiscal year of each of Pioneer Floating Rate Fund, Inc. and Pioneer High Income Fund, Inc., the Board
held 6 meetings. During the most recent fiscal year of Pioneer Municipal High Income Opportunities Fund, Inc., the Board held 6 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 2022 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 that 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, 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:
|
4/30/2023 |
11/30/2022 |
3/31/2023 |
4/30/2023 |
3/31/2023 |
4/30/2023 |
|
|
|
|
|
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 |
5 |
7 |
7 |
7 |
7 |
|
Governance and |
|
|
|
|
|
|
Nominating Committee |
4 |
4 |
4 |
4 |
4 |
4 |
|
Independent Directors |
|
|
|
|
|
|
Committee |
6 |
7 |
6 |
6 |
6 |
6 |
|
Policy Administration |
|
|
|
|
|
|
Committee |
4 |
4 |
4 |
4 |
4 |
4 |
|
Valuation Committee |
4 |
4 |
4 |
4 |
4 |
4 |
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:
• | | 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 |
• | | 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 Securities and Exchange
Commission (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, 2022, the Annual Reports for Pioneer High Income Fund, Inc. and Pioneer Municipal High Income Advantage
Fund, Inc. for the fiscal year ended March 31, 2023 and 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, 2023.
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.
22
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 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 the fund;
(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; (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; (vii) nominees should have,
or be willing to
23
acquire, an appreciation and understanding for the oversight of
publicly offered investment companies and the management, administration and distribution services provided by service providers to the
companies and their shareholders, and the regulatory context within which these activities are carried out; (viii) nominees should have
a collegial, collaborative approach: people who will work efficiently, effectively and in the spirit of candor and respect for fellow
board members and the staffs of the service providers; (ix) nominees should have the willingness and ability to serve on appropriate committees,
and contribute to and engage meaningfully in the deliberations thereof; and (x) nominees should be committed to diversity and inclusion
among Board members.
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 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, the Governance and Nominating Committee charter provides that the Committee shall strive 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, and further provides, as noted above, 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.
24
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 that 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.
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 annual 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.
25
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 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.
26
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, 2023. 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, 2023.
The share value of any open-end Pioneer fund is based on the net asset value of the class of shares on May 31, 2023. The dollar ranges
in this table are in accordance with SEC requirements.
|
|
|
|
|
Aggregate Dollar |
|
|
Range of Equity |
|
|
Securities in All |
|
|
Pioneer Funds |
|
Dollar Range of |
Overseen or to be |
|
Equity Securities |
Overseen by |
Name of 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 |
|
|
Over $100,000 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, 2022, 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 $626,073 and $404,966 in each of 2021 and 2022.
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 duly elected and qualifies 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 |
(58) |
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 |
(60) |
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 |
Heather L. Melito-Dezan |
Director - Trustee and Board Relationships of |
(46) |
Amundi US since September 2019; Assistant |
Assistant Secretary |
Secretary of Amundi US, Inc. since July 2020: |
|
Assistant Secretary of Amundi Asset |
|
Management US, Inc. since July 2020: Assistant |
|
Secretary of Amundi Distributor US, Inc. since |
|
July 2020; Assistant Secretary of all the Pioneer |
|
Funds since September 2022; Private practice |
|
from 2017 – 2019 |
29
|
|
Name, age and position with each fund |
Principal occupation(s) |
Anthony J. Koenig, Jr. |
Managing Director, Chief Operations Officer and |
(59) |
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 |
Luis I. Presutti |
Director – Fund Treasury of Amundi US since |
(58) |
1999; and Assistant Treasurer of all of the |
Assistant Treasurer |
Pioneer Funds since 1999 |
Gary Sullivan |
Senior Manager – Fund Treasury of Amundi US |
(65) |
since 2012; and Assistant Treasurer of all of the |
Assistant Treasurer |
Pioneer Funds since 2002 |
Antonio Furtado |
Fund Oversight Manager – Fund Treasury of |
(41) |
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 |
(52) |
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 |
(52) |
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 |
(51) |
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, Crédit |
|
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, 2023. 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. Amundi US or its affiliates compensate the funds’
executive officers, who are also officers or employees of 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
Funds1 |
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. |
$1,591.06* |
$0.00 |
$296,100.00 |
|
$1,916.25** |
|
|
Diane
Durnin |
$1,561.72* |
$0.00 |
$283,763.00 |
|
$1,870.79** |
|
|
Craig
C. MacKay |
$1,601.52* |
$0.00 |
$291,263.00 |
|
$1,897.12** |
|
|
Benjamin
M. Friedman |
$1,644.84* |
$0.00 |
$328,275.00 |
|
$2,033.51** |
|
|
Lorraine
H. Monchak |
$1,679.46* |
$0.00 |
$333,439.00 |
|
$2,052.54** |
|
|
Thomas
J. Perna |
$1,828.82* |
$0.00 |
$396,100.00 |
|
$2,284.76** |
|
|
Marguerite
A. Piret |
$1,620.39* |
$0.00 |
$308,439.00 |
|
$1,961.72** |
|
|
Fred
J. Ricciardi |
$1,637.85* |
$0.00 |
$315,939.00 |
|
$1,988.05** |
|
|
1 As of the fiscal year ended March 31, 2023, 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, 2023. 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. Amundi US or its affiliates compensate the funds’ executive officers, who are also officers or employees of 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 Funds1 |
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 |
$296,100.00 |
|
$1,811.48** |
|
|
|
$1,487.40*** |
|
|
Diane Durnin |
$1,000.00* |
$0.00 |
$283,763.00 |
|
$1,771.21** |
|
|
|
$1,463.22*** |
|
|
Benjamin M. Friedman |
$1,000.00* |
$0.00 |
$328,275.00 |
|
$1,915.59** |
|
|
|
$1,549.35*** |
|
|
Craig C. MacKay |
$1,000.00* |
$0.00 |
$291,263.00 |
|
$1,794.78** |
|
|
|
$1,476.81*** |
|
|
Lorraine H. Monchak |
$1,000.00* |
$0.00 |
$333,439.00 |
|
$1,932.44** |
|
|
|
$1,559.47*** |
|
|
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 Funds1 |
Independent Directors: |
|
|
|
Thomas J. Perna |
$1,000.00* |
$0.00 |
$396,100.00 |
|
$2,137.90** |
|
|
|
$1,683.39*** |
|
|
Marguerite A. Piret |
$1,000.00* |
$0.00 |
$308,439.00 |
|
$1,851.76** |
|
|
|
$1,511.58*** |
|
|
Fred J. Ricciardi |
$1,000.00* |
$0.00 |
$315,939.00 |
|
$1,875.32** |
|
|
|
$1,525.17*** |
|
|
1 As of the fiscal year ended April 30, 2023, 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, 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. The fund does not pay any salary or other compensation to its executive
officers, none of whom are employees of the fund. Amundi US or its affiliates compensate the fund’s executive officers, who are
also officers or employees of 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 Funds1 |
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 Funds1 |
Independent Directors: |
|
|
|
John E. Baumgardner, Jr. |
$1,000.00 |
$0.00 |
$292,575.00 |
Diane Durnin |
$1,000.00 |
$0.00 |
$284,884.00 |
Benjamin M. Friedman |
$1,000.00 |
$0.00 |
$324,456.00 |
Craig C. MacKay |
$1,000.00 |
$0.00 |
$287,885.00 |
Lorraine H. Monchak |
$1,000.00 |
$0.00 |
$329,766.00 |
Thomas J. Perna |
$1,000.00 |
$0.00 |
$395,575.00 |
Marguerite A. Piret |
$1,000.00 |
$0.00 |
$304,766.00 |
Fred J. Ricciardi |
$1,000.00 |
$0.00 |
$312,266.00 |
1 As of the fiscal year ended November 30, 2022, there
were 49 U.S. registered funds in the Pioneer Funds.
Investment adviser and administrator
Amundi US, whose executive offices are located at 60 State Street,
Boston, Massachusetts 02109, serves as investment adviser and administrator to each fund.
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, 2023, Amundi had more than $2.1 trillion in assets under management worldwide. As of March 31, 2023,
Amundi US (and its U.S. affiliates) had over $92.1 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.
- | | Ms. Durnin, Mr. Friedman and Mr. Taubes are the current nominees for election as Class I
Directors of Pioneer Diversified High Income Fund, Inc.; Class II Directors of Pioneer Floating Rate Fund, Inc. and Pioneer Municipal
High Income Opportunities Fund; and Class III Directors of Pioneer High Income Fund, Inc. |
34
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 holders of Common Stock and
Preferred Stock of the fund.
- | | Ms. Durnin, Mr. Friedman and Mr. Taubes are the current nominees for election by the holders
of Common Stock and Preferred Stock of the fund, voting together as a single class, as Class II Directors 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 Ms. Durnin, Mr. Friedman and Mr. Taubes.
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 3/31/2023 |
ended 3/31/2022 |
Pioneer High Income Fund, Inc. |
$42,215.00 |
$39,270.00 |
Pioneer Municipal High Income |
|
|
Advantage Fund, Inc. |
$45,505.00 |
$42,330.00 |
|
For the fiscal year |
For the fiscal year |
|
ended 4/30/2023 |
ended 4/30/2022 |
Pioneer Diversified High |
|
|
Income Fund, Inc. |
$42,215.00 |
$39,270.00 |
Pioneer Municipal High |
|
|
Income Fund, Inc. |
$45,505.00 |
$42,330.00 |
Pioneer Municipal High Income |
|
|
Opportunities Fund, Inc.* |
$45,150.00 |
$52,000.00 |
|
For the fiscal year |
For the fiscal year |
|
ended 11/30/2022 |
ended 11/30/2021 |
Pioneer Floating Rate Fund, Inc. |
$66,220.00 |
$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 3/31/2023 |
ended 3/31/2022 |
Pioneer High Income Fund, Inc. |
$2,064.47 |
$0.00 |
Pioneer Municipal High Income |
|
|
Advantage Fund, Inc. |
$2,337.20 |
$0.00 |
|
For the fiscal year |
For the fiscal year |
|
ended 4/30/2023 |
ended 4/30/2022 |
Pioneer Diversified High |
|
|
Income Fund, Inc. |
$898.95 |
$0.00 |
Pioneer Municipal High |
|
|
Income Fund, Inc. |
$2,279.89 |
$0.00 |
Pioneer Municipal High Income |
|
|
Opportunities Fund, Inc.* |
$2,042.20 |
$0.00 |
|
For the fiscal year |
For the fiscal year |
|
ended 11/30/2022 |
ended 11/30/2021 |
Pioneer Floating Rate Fund, Inc. |
$324.89 |
$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 3/31/2023 |
ended 3/31/2022 |
Pioneer High Income Fund, Inc. |
$10,105.00 |
$9,400.00 |
Pioneer Municipal High Income |
|
|
Advantage Fund, Inc. |
$10,105.00 |
$9,400.00 |
|
|
For the fiscal year |
For the fiscal year |
|
ended 4/30/2023 |
ended 4/30/2022 |
Pioneer Diversified High |
|
|
Income Fund, Inc. |
$10,213.00 |
$9,500.00 |
Pioneer Municipal High |
|
|
Income Fund, Inc. |
$10,105.00 |
$9,400.00 |
Pioneer Municipal High Income |
|
|
Opportunities Fund, Inc.* |
$10,105.00 |
$11,350.00 |
37
|
|
|
|
For the fiscal year |
For the fiscal year |
|
ended 11/30/2022 |
ended 11/30/2021 |
Pioneer Floating Rate Fund, Inc. |
$10,213.00 |
$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
investment adviser that provides ongoing services to the fund (hereinafter referred to as “affiliates” of the fund). For the
fiscal years ended March 31, 2023 and 2022, 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, 2023 and 2022, 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, 2022 and 2021, 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
• | | 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. |
• | | 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 each fund’s Audit Committee. |
• | | At least quarterly, each fund’s 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 each fund’s 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 3/31/2023 |
ended 3/31/2022 |
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 4/30/2023 |
ended 4/30/2022 |
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 11/30/2022 |
ended 11/30/2021 |
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
annual 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, 2023, 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 |
29,341,635.000 |
None |
|
Pioneer Municipal High Income |
|
|
Advantage Fund, Inc |
23,914,439.000 |
Variable Rate |
|
|
MuniFund Term |
|
|
Preferred Shares |
|
|
Series 2021 1,400 |
|
Pioneer Municipal High |
|
|
Income Fund, Inc |
22,771,349.000 |
Variable Rate |
|
|
MuniFund Term |
|
|
Preferred Shares |
|
|
Series 2021 1,290 |
|
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 annual meeting. With respect to matters to be voted on by the holders of 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 annual 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 (if any), the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the
annual meeting by holders of stock of such class on such matters shall constitute a quorum for the transaction of business on such matters.
Ownership of shares of the funds
Pioneer Diversified High Income Fund, Inc.
To the best of the fund’s knowledge, as of July 7, 2023, 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 8,333,947.094 shares, equal to approximately 99.99% of the fund’s outstanding Common Stock, including the shares shown below:
41
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 |
604,905 |
7.26% |
Pioneer Floating Rate Fund, Inc.
To the best of the fund’s knowledge, as of July 7, 2023, 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 12,374,841.235 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 |
765,873 |
6.19% |
Pioneer High Income Fund, Inc.
To the best of the fund’s knowledge, as of July 7, 2023, 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 29,292,677.000 shares, equal to approximately 99.92% 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 |
1,991,936 |
5.67% |
42
Pioneer Municipal High Income Advantage Fund, Inc.
To the best of the fund’s knowledge, as of July 7, 2023, 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 23,907,408.009 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 |
1,656,798 |
6.93% |
To the best of the fund’s knowledge, as of July 7, 2023, Bank
of America Corporation, 100 North Tryon Street, Charlotte, North Carolina 28255 and Banc of America Preferred Funding Corporation, 214
North Tryon Street, Charlotte, North Carolina 28255, held of record 1,400 shares, equal to 100% of the fund’s outstanding 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, 2023, 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 22,763,278.212 shares, equal to approximately 99.98% 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 |
1,376,241 |
6.04% |
Morgan Stanley |
|
|
|
1585 Broadway, |
|
|
|
New York, NY 10036 |
|
|
|
|
Parametric Portfolio |
|
|
|
Associates LLC |
|
|
|
800 Fifth Avenue, Suite 2800 |
|
|
|
Seattle, WA 98104 |
Common |
1,949,847 |
8.56% |
43
To the best of the fund’s knowledge, as of July 7, 2023, Bank
of America Corporation, 100 North Tryon Street, Charlotte, North Carolina 28255 and Banc of America Preferred Funding Corporation, 214
North Tryon Street, Charlotte, North Carolina 28255, held of record 1,290 shares, equal to 100% of the fund’s outstanding 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, 2023, 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, including the shares shown below:
|
|
|
|
Name and Address of |
|
|
|
Beneficial Owner |
Share Class |
Number of Shares |
% of Class |
Morgan Stanley |
|
|
|
1585 Broadway, |
|
|
|
New York, NY 10036 |
Common |
7,127,770 |
42.22% |
Saba Capital |
|
|
|
Management, L.P. |
|
|
|
405 Lexington Avenue, |
|
|
|
58th Floor |
|
|
|
New York, New York 10174 |
Common |
1,045,386 |
6.19% |
Sit Investment Associates, Inc. |
|
|
|
3300 IDS Center |
|
|
|
80 South Eighth Street |
|
|
|
Minneapolis, MN 55402 |
Common |
985,601 |
5.84% |
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 2024 annual meeting, must be received by
the Secretary of the fund at the fund's principal office at 60 State Street, Boston, Massachusetts 02109 at least 120 calendar days prior
to the anniversary of the date the fund's proxy statement for the 2023 annual meeting was released to its stockholders, or on or before
March 30, 2024. A proposal or nomination that is not to be included in a fund's proxy statement may be made at the 2024 annual meeting
for such fund only if it is received by the Secretary of the fund at the fund's principal office at 60 State Street, Boston, Massachusetts
02109 not earlier than 150 days (i.e., February 29, 2024) and not later than 5:00 p.m., Eastern Time, 120 days (i.e., March 30, 2024)
before the anniversary of the date of the fund's proxy materials for the 2023 annual meeting provided, however, that in the event that
the date of the mailing of the notice for the 2024 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 2023 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 2024 annual meeting and not later than 5:00 p.m.,
44
Eastern Time, on the later of the 120th day prior to the date of
the 2024 annual meeting, as originally convened, or the 10th day following the day on which public announcement of the date of such annual
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.
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 12, 2024, which date is subject to change. Stockholder proposals are subject to certain regulations under the federal securities
laws.
Proxies, quorum and voting at the annual 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 for the election of each of the nominees
for election as a Director in 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 holders of 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 (if any), 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.
45
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 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 annual 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 annual meeting to a later date and time and at a place announced at the annual 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 annual meeting with respect to a fund is postponed, that fund 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” (if any) will have the same effect as voting “AGAINST” the election
of the directors.
Anti-takeover provisions
Each fund’s charter and Bylaws include provisions that are
designed to limit the ability of other entities or persons to acquire control of the fund for short-term objectives, including by converting
the fund to open-end status or changing the composition of the Board, that may be detrimental to the fund’s ability to achieve its
primary investment objective. These provisions include staggered terms of service for the Directors, advance notice requirements for stockholder
proposals, and super-majority voting requirements for certain transactions with affiliates, open-ending the fund or a merger, liquidation,
asset sale or similar transaction. Each fund’s Bylaws also contain a provision providing that the Board of Directors has adopted
a resolution to opt in the fund to the provisions of the Maryland Control Share Acquisition Act (“MCSAA”). Such provisions
may limit the ability of stockholders to sell their shares at a premium over prevailing market prices by discouraging
46
a third party from seeking to obtain control of a fund. There can
be no assurance, however, that such provisions will be sufficient to deter activist investors that seek to cause a fund to take actions
that may not be aligned with the interests of long-term stockholders. Furthermore, the law is uncertain on the use of control share provisions.
Courts have found that control share provisions in the bylaws of closed-end funds organized as Massachusetts business trusts are inconsistent
with the 1940 Act. Courts have not yet considered a closed-end fund’s decision to opt in to a state’s control share statute
similar to each fund’s decision to opt in to the MCSAA. It is possible that a court could decide that a fund’s decision to
opt in to the MCSAA is inconsistent with the 1940 Act.
Other business
While the meeting has been called to transact any business that
may properly come before it, the only matter that the Board intends to present is that matter stated in the attached notice of annual
meeting. However, if any additional matters properly come before the annual 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 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 funds’ expense, have one or more of the funds’ 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 Morrow Sodali Fund Solutions, LLC to assist in the proxy solicitation.
The cost of services for all solicitations covered by this proxy statement is estimated at approximately $85,000.
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, Equiniti 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.
July 28, 2023
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33428-00-0723
PO Box 211230, Eagan, MN 55121-9984
VOTE BY
MAIL
| 1. | Read the proxy statement. |
| 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
| 1. | Read the proxy statement and have the proxy card at hand. |
| 2. | Go to www.proxyvotenow.com/amundi |
| 3. | Follow the simple instructions. |
VOTE
BY PHONE
| 1. | Read the proxy statement and have the proxy card at hand. |
| 2. | Call toll-free 855-672-427 |
| 3. | Follow the simple instructions. |
< FUND NAME PRINTS HERE >
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 12, 2023
This proxy
is solicited on behalf of the Board of Directors of the above-named Fund (“Fund”). I (we) the undersigned holder(s) of shares
of common stock of the Fund, having received notice of the meeting and proxy statement, and revoking all prior proxies, hereby appoint
Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys (with full power of substitution in them and
each of them) for and in my (our) name(s) to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of the Fund
scheduled to be held on September 12, 2023 at 2:00 p.m. Eastern Time at the offices of Morgan, Lewis & Bockius LLP, One Federal Street,
Boston, MA 02110 and any postponements or adjournments thereof, and to vote and act upon
the following matters (as more fully described in the accompanying proxy statement) in respect of all shares of common stock of the Fund
which I (we) would possess if personally present. This proxy will be valid until the sooner of one
year from the date indicated on the reverse side and the completion of the Annual Meeting (including any postponements or adjournments
thereof).
IN
THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THE SHARES
OF COMMON STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
CONTROL
NUMBER
AUTHORIZED
SIGNATURE(S)
This
section must be completed for your vote to be counted.
Signature(s)
and Title(s), if applicable Sign in
the box above
Date
______________________________________________________
Note: In
signing, please write name(s) exactly as they appear on this proxy. When signing as attorney, executor, administrator, or other fiduciary,
please give your full title as such. Joint owners should each sign personally.
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on September 12, 2023.
The
Proxy Statement
for this Annual Meeting is available at
https://proxyvotinginfo.com/p/amundi2023
YOUR VOTE
IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY!
YOUR SIGNATURE IS REQUIRED
FOR YOUR VOTE TO BE COUNTED.
IF YOU ARE
NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
THIS PROXY IS SOLICITED
BY THE BOARD OF DIRECTORS OF THE FUND AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU
VOTE IN FAVOR OF THE PROPOSAL.
If
no specification is made, this proxy shall be voted FOR the proposal. If any other matters properly come before the Annual
Meeting to be voted on, the proxy holders will vote, act and consent on those matters in accordance with the views of management.
TO
VOTE, MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
|
|
|
|
|
1. |
To elect three Directors of the Fund, as named in the proxy statement, each to serve until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR |
AGAINST |
ABSTAIN |
|
|
(01) |
Diane Durnin |
|
o |
o |
o |
|
|
(02) |
Benjamin M. Friedman |
|
o |
o |
o |
|
|
(03) |
Kenneth J. Taubes |
|
o |
o |
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. |
To consider any other business that may properly come before the annual meeting or any postponements or adjournments thereof. |
PLEASE COMPLETE,
SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE BY INTERNET OR PHONE. IF YOU VOTE BY INTERNET
OR PHONE YOU DO NOT NEED TO RETURN THIS CARD.
PO Box 211230, Eagan, MN 55121-9984
VOTE BY
MAIL
| 1. | Read the proxy statement. |
| 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
| 1. | Read the proxy statement and have the proxy card at hand. |
| 2. | Go to www.proxyvotenow.com/amundi |
| 3. | Follow the simple instructions. |
VOTE
BY PHONE
| 1. | Read the proxy statement and have the proxy card at hand. |
| 2. | Call toll-free 855-672-427 |
| 3. | Follow the simple instructions. |
< FUND NAME PRINTS HERE >
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 12, 2023
This proxy
is solicited on behalf of the Board of Directors of the above-named Fund (“Fund”). I (we) the undersigned holder(s) of shares
of common and/or preferred stock of the Fund, having received notice of the meeting and proxy statement, and revoking all prior proxies,
hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys (with full power of substitution
in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of Stockholders (the “Annual Meeting”)
of the Fund scheduled to be held on September 12, 2023 at 2:00 p.m. Eastern Time at the offices of Morgan, Lewis & Bockius LLP, One
Federal Street, Boston, MA 02110 and any postponements or adjournments thereof, and to vote
and act upon the following matters (as more fully described in the accompanying proxy statement) in respect of all shares of common and/or
preferred stock of the Fund which I (we) would possess if personally present. This proxy will be
valid until the sooner of one year from the date indicated on the reverse side and the completion of the Annual Meeting (including any
postponements or adjournments thereof).
IN
THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THE SHARES
OF COMMON AND/OR PREFERRED STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
CONTROL
NUMBER
AUTHORIZED
SIGNATURE(S)
This
section must be completed for your vote to be counted.
Signature(s)
and Title(s), if applicable Sign in
the box above
Date
______________________________________________________
Note: In
signing, please write name(s) exactly as they appear on this proxy. When signing as attorney, executor, administrator, or other fiduciary,
please give your full title as such. Joint owners should each sign personally.
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on September 12, 2023.
The
Proxy Statement
for this Annual Meeting is available at
https://proxyvotinginfo.com/p/amundi2023
YOUR VOTE
IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY!
YOUR SIGNATURE IS REQUIRED
FOR YOUR VOTE TO BE COUNTED.
IF YOU ARE
NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
THIS PROXY IS SOLICITED
BY THE BOARD OF DIRECTORS OF THE FUND AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU
VOTE IN FAVOR OF THE PROPOSAL.
If
no specification is made, this proxy shall be voted FOR the proposal. If any other matters properly come before the Annual
Meeting to be voted on, the proxy holders will vote, act and consent on those matters in accordance with the views of management.
TO
VOTE, MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
|
|
|
|
|
1. |
To elect three Directors of the Fund, as named in the proxy statement, each to serve until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR |
AGAINST |
ABSTAIN |
|
|
(01) |
Diane Durnin |
|
o |
o |
o |
|
|
(02) |
Benjamin M. Friedman |
|
o |
o |
o |
|
|
(03) |
Kenneth J. Taubes |
|
o |
o |
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. |
To consider any other business that may properly come before the annual meeting or any postponements or adjournments thereof. |
PLEASE COMPLETE,
SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE BY INTERNET OR PHONE. IF YOU VOTE BY INTERNET
OR PHONE YOU DO NOT NEED TO RETURN THIS CARD.
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