UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
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|X| Definitive Proxy Statement
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| | Soliciting Material Pursuant to Sec. 240.14a-12
PIONEER DIVERSIFIED HIGH INCOME TRUST
PIONEER FLOATING RATE TRUST
PIONEER HIGH INCOME TRUST
PIONEER MUNICIPAL HIGH INCOME TRUST
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
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(Name of Registrant(s) as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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|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:
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(3) Per unit price or other underlying value of transaction computed
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| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act
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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:
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(4) Date Filed:
PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
PIONEER FLOATING RATE TRUST (PHD)
PIONEER HIGH INCOME TRUST (PHT)
PIONEER MUNICIPAL HIGH INCOME TRUST (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST (MAV)
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR SEPTEMBER 21, 2017
This is the formal agenda for your fund's annual meeting of shareholders. It
tells you the matters upon which you will be asked to vote and the time and
place of the meeting, in case you want to attend in person.
To the shareholders of Pioneer Diversified High Income Trust, Pioneer Floating
Rate Trust, Pioneer High Income Trust, Pioneer Municipal High Income Trust and
Pioneer Municipal High Income Advantage Trust:
The annual meeting of shareholders of each of the above registered investment
management companies (each, a "fund" and, collectively, the "funds") will be
held at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts 02110, on Thursday, September 21, 2017 at 2:00 p.m. Eastern time,
to consider the following:
1. To elect three Trustees of your fund, as named in the attached proxy
statement: (i) with respect to each of Pioneer Municipal High Income Trust and
Pioneer Municipal High Income Advantage Trust, by the holders of Common and
Preferred Shares voting together as a single class, and (ii) with respect to
Pioneer Diversified High Income Trust, Pioneer Floating Rate Trust and Pioneer
High Income Trust, by the holders of Common Shares. Each elected Trustee will
serve for a three-year term or until a successor is elected.
2. To consider any other business that may properly come before the meeting.
Each fund will hold a separate meeting. Shareholders of each fund will vote
separately.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL PROPOSALS.
Shareholders of record as of the close of business on July 12, 2017 are
entitled to vote at the meeting and any adjournment or postponement thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING
TO BE HELD ON SEPTEMBER 21, 2017: This Notice and the Proxy Statement are
available on the internet at www.proxyonline.com/docs/pioneerclosedendfunds.
By Order of each Board of Trustees,
Christopher J. Kelley, Secretary
Boston, Massachusetts
August 7, 2017
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WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY.
This page for your notes.
PROXY STATEMENT OF
PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
PIONEER FLOATING RATE TRUST (PHD)
PIONEER HIGH INCOME TRUST (PHT)
PIONEER MUNICIPAL HIGH INCOME TRUST (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST (MAV)
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
ANNUAL MEETING OF SHAREHOLDERS
This proxy statement contains the information you should know before voting on
the proposal summarized below.
Each fund will furnish without charge a copy of its most recent annual report
and any more recent semi-annual report to any shareholder upon request.
Shareholders who want to obtain a copy of a fund's reports should direct all
written requests to the attention of the fund, at the address listed above, or
should call the fund at 1-800-710-0935.
INTRODUCTION
This proxy statement is being used by the Board of Trustees of each fund to
solicit proxies to be voted at the annual meeting of shareholders of each fund
referenced above. Participating in the meeting are holders of common shares of
beneficial interest (the "Common Shares") of each fund and the holders of
preferred shares of beneficial interest (the "Preferred Shares") of Pioneer
Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust.
Each meeting will be held at the offices of Morgan, Lewis & Bockius LLP, One
Federal Street, Boston, Massachusetts 02110, at 2:00 p.m., Eastern time, on
Thursday, September 21, 2017, and at any adjournments or postponements of a
meeting to a later date, for the purposes as set forth in the accompanying
notice of annual meeting of shareholders. You may call the funds at
1-800-710-0935 for information on how to obtain directions to be able to attend
the meeting and vote in person.
This proxy statement and the enclosed proxy card are being mailed to
shareholders of each fund on or about August 7, 2017. The annual report for
each fund for its most recently completed fiscal year previously was mailed to
shareholders.
WHO IS ELIGIBLE TO VOTE
Shareholders of record of each fund as of the close of business on July 12,
2017 (the "record date") are entitled to vote on all of the fund's business at
the annual shareholder meeting and any adjournments or postponements thereof.
Each whole share shall be entitled to one vote and each fractional share shall
be entitled to a proportionate fractional vote. Shares represented by properly
executed proxies, unless revoked before or at the
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meeting, will be voted according to the shareholder's instructions. If you sign
a proxy card but do not fill in a vote, your shares will be voted FOR each of
the nominees for Trustee in Proposal 1. If any other business properly comes
before the annual shareholder meeting, your shares will be voted at the
discretion of the persons named as proxies.
Shareholders of each fund will only vote on proposals relating to their fund.
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PROPOSAL 1
ELECTION OF BOARD OF TRUSTEES
Introduction
Shareholders of each fund are being asked to consider the election of
Mr. Friedman, Ms. Graham and Mr. Taubes to the Board of Trustees of each fund.
Each nominee currently serves as a Trustee of each fund and has served in that
capacity continuously since originally elected or appointed.
Mr. Friedman, Ms. Graham and Mr. Taubes stand for election as their terms
expire in 2017. Each nominee was most recently elected by shareholders in 2014.
If elected, each of Mr. Friedman, Ms. Graham and Mr. Taubes shall hold office
for a three-year term and until his or her successor is elected and qualified.
Each nominee has consented to being named in this proxy statement and indicated
his or her willingness to serve if elected. In the unanticipated event that any
nominee should be unable to serve, the persons named as proxies may vote for
such other person as shall be designated by the fund's Board of Trustees. The
persons named on the accompanying proxy card intend to vote at the meeting
(unless otherwise directed) for the election of Mr. Friedman, Ms. Graham and
Mr. Taubes as Trustees of each fund.
Trustee Class Designations and Terms of Office
Each fund's Agreement and Declaration of Trust provides that a majority of the
Trustees shall fix the number of Trustees of the fund and that there shall be
at least one and no more than fifteen Trustees. Each fund currently has nine
Trustees.
The Agreement and Declaration of Trust for each fund provides that the Board of
Trustees shall consist of Trustees divided into three classes, each class to
consist, as nearly as may be possible, of one-third of the total number of
trustees constituting the entire Board of Trustees. Pursuant to each fund's
Agreement and Declaration of Trust, each fund's Board of Trustees is divided
into three staggered term classes -- Class I, Class II and Class III. The
Trustees of only one class are elected at each annual meeting so that the
regular term of only one class of Trustees will expire annually and any
particular Trustee stands for election only once in each three-year period.
For each fund, each class of Trustees will stand for election at the conclusion
of its respective three-year term. Such classification may prevent replacement
of a majority of the Trustees for up to a two-year period. Holders of the
Preferred Shares of each fund that has Preferred Shares outstanding are
entitled to elect two trustees of that fund.
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Trustee Class Designations and Terms of Office
Currently, the designations and terms of office of each class of Trustees of
each fund are as follows:
Pioneer Diversified High Income Trust
Class I Trustees - Mr. Friedman, Ms. Graham and Mr. Taubes. Terms expire at the upcoming 2017 annual meeting.
Each Trustee is nominated for election at the meeting.
Class II Trustees - Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2018.
Class III Trustees - Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire in 2019.
Pioneer Floating Rate Trust, Pioneer Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust
Class I Trustees - Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire in 2019.
Class II Trustees - Mr. Friedman, Ms. Graham and Mr. Taubes. Terms expire at the upcoming 2017 annual meeting.
Each Trustee is nominated for election at the meeting.
Class III Trustees - Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2018.
Pioneer High Income Trust
Class I Trustees - Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2018.
Class II Trustees - Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire in 2019.
Class III Trustees - Mr. Friedman, Ms. Graham and Mr. Taubes. Terms expire at the upcoming 2017 annual meeting.
Each Trustee is nominated for election at the meeting.
Mr. Bock and Ms. Piret are designated as the Trustees to be elected by the
holders of the Preferred Shares of each fund that has issued Preferred Shares.
As noted above, neither Mr. Bock's nor Ms. Piret's term expires at the upcoming
2017 annual meeting. Consequently, holders of Preferred Shares of Pioneer
Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust
are not being asked to vote as a separate class at the upcoming 2017 annual
meeting.
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Information Regarding Nominees and Trustees
The following table sets forth for each nominee and Trustee, his or her
position(s) with each fund, age, address, principal occupation during at least
the past five years and any other board memberships held during at least the
past five years. Trustees who are interested persons of a fund within the
meaning of the Investment Company Act of 1940, as amended (the "1940 Act"), are
referred to as Interested Trustees. Trustees who are not interested persons of
a fund are referred to as Independent Trustees. Each of the Trustees serves as
a Trustee of each of the 46 U.S. registered investment portfolios for which
Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer") serves as investment
adviser (the "Pioneer Funds"). The address for all Trustees and all officers of
each fund is 60 State Street, Boston, Massachusetts 02109.
7
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
------------- --------------------------- --------------------------- ---------------------------
Independent Trustees and Nominees:
Thomas J. Perna (66) Pioneer Diversified High Private investor (2004 - Director, Broadridge
Chairman of the Board and Income Trust: Class II 2008 and 2013 - present); Financial Solutions, Inc.
Trustee Trustee since 2007. Term Chairman (2008 - 2013) and (investor communications
expires in 2018. Chief Executive Officer and securities processing
(2008 - 2012), Quadriserv, provider for financial
Pioneer Floating Rate Inc. (technology products services industry) (2009 -
Trust: Class III Trustee for securities lending present); Director,
since 2006. Term expires in industry); and Senior Quadriserv, Inc. (2005 -
2018. Executive Vice President, 2013); and Commissioner,
Pioneer High Income Trust: The Bank of New York New Jersey State Civil
Class I Trustee since 2006. (financial and securities Service Commission (2011 -
Term expires in 2018. services) (1986 - 2004) 2015)
Pioneer Municipal High
Income Trust: Class III
Trustee since 2006. Term
expires in 2018.
Pioneer Municipal High
Income Advantage Trust:
Class III Trustee since
2006. Term expires in 2018.
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Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
------------- --------------------------- ---------------------------- ---------------------------
Independent Trustees and Nominees:
David R. Bock (73) Pioneer Diversified High Managing Partner, Federal Director of New York
Trustee Income Trust: Class III City Capital Advisors Mortgage Trust (publicly-
Trustee since 2007. Term (corporate advisory traded mortgage REIT) (2004
expires in 2019. services company) (1997 - - 2009, 2012 - present);
2004 and 2008 - present); Director of The Swiss
Pioneer Floating Rate Interim Chief Executive Helvetia Fund, Inc.
Trust: Class I Trustee Officer, Oxford Analytica, (closed-end fund) (2010 -
since 2005. Term expires in Inc. (privately held present); Director of
2019. research and consulting Oxford Analytica, Inc.
company) (2010); Executive (2008 - present); and
Pioneer High Income Trust: Vice President and Chief Director of Enterprise
Class II Trustee since Financial Officer, I-trax, Community Investment, Inc.
2005. Term expires in 2019. Inc. (publicly traded (privately-held affordable
health care services housing finance company)
Pioneer Municipal High company) (2004 - 2007); and (1985 - 2010)
Income Trust: Class I Executive Vice President
Trustee since 2005. Term and Chief Financial
expires in 2019. Elected by Officer, Pedestal Inc.
Preferred Shares only. (internet-based mortgage
trading company) (2000 -
Pioneer Municipal High 2002); Private Consultant
Income Advantage Trust: (1995 - 1997); Managing
Class I Trustee since 2005. Director, Lehman Brothers
Term expires in 2019. (1992 - 1995); Executive,
Elected by Preferred Shares The World Bank (1979 - 1992)
only.
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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 Trustee
------------- --------------------------- --------------------------- ---------------------------
Independent Trustees and Nominees:
Benjamin M. Friedman (72) Pioneer Diversified High William Joseph Maier Trustee, Mellon
Trustee Income Trust: Class I Professor of Political Institutional Funds
Trustee since 2008. Term Economy, Harvard University Investment Trust and Mellon
Nominee expires in 2017. (1972 - present) Institutional Funds Master
Portfolio (oversaw 17
Pioneer Floating Rate portfolios in fund complex)
Trust: Class II Trustee (1989 - 2008)
since 2008. Term expires in
2017.
Pioneer High Income Trust:
Class III Trustee since
2008. Term expires in 2017.
Pioneer Municipal High
Income Trust: Class II
Trustee since 2008. Term
expires in 2017.
Pioneer Municipal High
Income Advantage Trust:
Class II Trustee since
2008. Term expires in 2017.
10
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
------------- --------------------------- --------------------------- ---------------------------
Independent Trustees and Nominees:
Margaret B.W. Graham (70) Pioneer Diversified High Founding Director, Vice- None
Income Trust: Class I President and Corporate
Trustee Nominee Trustee since 2007. Term Secretary, The Winthrop
expires in 2017. Group, Inc. (consulting
firm) (1982 - present);
Pioneer Floating Rate Desautels Faculty of
Trust: Class II Trustee Management, McGill
since 2003. Term expires in University (1999 -
2017. present); and Manager of
Research Operations and
Pioneer High Income Trust: Organizational Learning,
Class III Trustee since Xerox PARC, Xerox's advance
2002. Term expires in 2017. research center (1990-1994)
Pioneer Municipal High
Income Trust: Class II
Trustee since 2003. Term
expires in 2017.
Pioneer Municipal High
Income Advantage Trust:
Class II Trustee since
2003. Term expires in 2017.
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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 Trustee
------------- --------------------------- --------------------------- ---------------------------
Independent Trustees and Nominees:
Lorraine H. Monchak (61) Pioneer Diversified High Chief Investment Officer, None
Trustee Income Trust: Class III 1199 SEIU Funds (healthcare
Trustee since 2015. Term workers union pension
expires in 2019. funds) (2001 - present);
Vice President -
Pioneer Floating Rate International Investments
Trust: Class I Trustee Group, American
since 2015. Term expires in International Group, Inc.
2019. (insurance company) (1993 -
2001); Vice President
Pioneer High Income Trust: Corporate Finance and
Class II Trustee since Treasury Group, Citibank,
2015. Term expires in 2019. N.A.(1980 - 1986 and 1990 -
1993); Vice President -
Pioneer Municipal High Asset/Liability Management
Income Trust: Class I Group, Federal Farm Funding
Trustee since 2015. Term Corporation (government-
expires in 2019. sponsored issuer of debt
securities) (1988 - 1990);
Pioneer Municipal High Mortgage Strategies Group,
Income Advantage Trust: Shearson Lehman Hutton,
Class I Trustee since 2015. Inc. (investment bank)
Term expires in 2019. (1987 - 1988); Mortgage
Strategies Group, Drexel
Burnham Lambert, Ltd.
(investment bank) (1986 -
1987)
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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 Trustee
------------- --------------------------- --------------------------- ---------------------------
Independent Trustees and Nominees:
Marguerite A. Piret (69) Pioneer Diversified High President and Chief Director of New America
Trustee Income Trust: Class II Executive Officer, Newbury High Income Fund, Inc.
Trustee since 2007. Term Piret Company (investment (closed-end investment
expires in 2018. banking firm) (1981 - company) (2004 - present);
present) and Member, Board of
Pioneer Floating Rate Governors, Investment
Trust: Class III Trustee Company Institute (2000 -
since 2003. Term expires in 2006)
2018.
Pioneer High Income Trust:
Class I Trustee since 2002.
Term expires in 2018.
Pioneer Municipal High
Income Trust: Class III
Trustee since 2003. Term
expires in 2018. Elected by
Preferred Shares only.
Pioneer Municipal High
Income Advantage Trust:
Class III Trustee since
2003. Term expires in 2018.
Elected by Preferred Shares
only.
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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 Trustee
------------- --------------------------- --------------------------- ---------------------------
Independent Trustees and Nominees:
Fred J. Ricciardi (70) Pioneer Diversified High Consultant (investment None
Trustee Income Trust: Class II company services) (2012 -
Trustee since 2014. Term present); Executive Vice
expires in 2018. President, BNY Mellon
(financial and investment
Pioneer Floating Rate company services) (1969 -
Trust: Class III Trustee 2012); Director, BNY
since 2014. Term expires in International Financing
2018. Corp. (financial services)
(2002 - 2012); Director,
Pioneer High Income Trust: Mellon Overseas Investment
Class I Trustee since 2014. Corp. (financial services)
Term expires in 2018. (2009 - 2012)
Pioneer Municipal High
Income Trust: Class III
Trustee since 2014. Term
expires in 2018.
Pioneer Municipal High
Income Advantage Trust:
Class III Trustee since
2014. Term expires in 2018.
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Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
------------- --------------------------- --------------------------- ---------------------------
Interested Trustees and Nominee*:
Lisa M. Jones (55)* Pioneer Diversified High Chair, Director, CEO and None
Trustee, President and Income Trust: Class III President of Amundi Pioneer
Chief Executive Officer Trustee since 2014. Term Asset Management USA, Inc.
expires in 2019. (since September 2014);
Chair, Director and CEO of
Pioneer Floating Rate Amundi Pioneer Asset
Trust: Class I Trustee Management, Inc. (since
since 2014. Term expires in September 2014); Chair,
2019. Director and CEO of Amundi
Pioneer Distributor, Inc.
Pioneer High Income Trust: (since September 2014);
Class II Trustee since Chair, Director, CEO and
2014. Term expires in 2019. President of Amundi Pioneer
Institutional Asset
Pioneer Municipal High Management, Inc. (since
Income Trust: Class I September 2014); Managing
Trustee since 2014. Term Director, Morgan Stanley
expires in 2019. Investment Management (2010
- 2013); Director of
Pioneer Municipal High Institutional Business, CEO
Income Advantage Trust: of International, Eaton
Class I Trustee since 2014. Vance Management (2005 -
Term expires in 2019. 2010)
15
Name, Age and
Position Held Term of Office and Other Directorships
With the Fund Length of Service Principal Occupation Held by Trustee
------------- --------------------------- --------------------------- ---------------------------
Interested Trustees and Nominee*:
Kenneth J. Taubes (59)* Pioneer Diversified High Director and Executive Vice None
Trustee Income Trust: Class I President (since 2008) and
Trustee since 2014. Term Chief Investment Officer,
Nominee expires in 2017. U.S. (since 2010) of Amundi
Pioneer Asset Management
Pioneer Floating Rate USA, Inc.; Executive Vice
Trust: Class II Trustee President and Chief
since 2014. Term expires in Investment Officer, U.S. of
2017. Amundi Pioneer (since
2008); Executive Vice
Pioneer High Income Trust: President of Amundi Pioneer
Class III Trustee since Institutional Asset
2014. Term expires in 2017. Management, Inc. (since
2009); Portfolio Manager of
Pioneer Municipal High Amundi Pioneer (since 1999)
Income Trust: Class II
Trustee since 2014. Term
expires in 2017.
Pioneer Municipal High
Income Advantage Trust:
Class II Trustee since
2014. Term expires in 2017.
* Ms. Jones and Mr. Taubes are Interested Trustees because they are an officer
or director of each fund's investment adviser and certain of its affiliates.
Responsibilities of the Board of Trustees
The Board of Trustees is responsible for overseeing each fund's management and
operations. The Chairman of the Board is an Independent Trustee. Independent
Trustees constitute at least 75% of the Board.
During each fund's most recent fiscal year, the Board of Trustees held 7
meetings. All of the current Trustees and committee members of each fund then
serving attended at least 75% of the meetings of the Board of Trustees and
applicable committees, if any, held during that fund's fiscal year.
The funds do not have a policy on Trustee attendance at the annual meeting of
shareholders. For each fund, one Trustee attended the 2016 annual meeting of
shareholders.
16
The Trustees were selected or nominated to join the Board based upon the
following as to each Board member: such person's character and integrity; such
person's willingness and ability to commit the time necessary to perform the
duties of a Trustee; as to each Independent Trustee, his or her status as not
being an "interested person" as defined under the 1940 Act; and, as to
Ms. Jones and Mr. Taubes, their association with Amundi Pioneer. Each of the
Independent Trustees also was selected to join the Board based on the criteria
and principles set forth in the Nominating Committee Charter. In addition to
individual attributes, the value of diversity is considered. In evaluating a
Trustee's prospective service on the Board, the Trustee's experience in, and
ongoing contributions toward, overseeing the fund's business as a Trustee also
are considered. In addition, the following specific experience, qualifications,
attributes and/or skills apply as to each Trustee: Mr. Bock, accounting,
financial, business and public company experience as a chief financial officer
and an executive officer and experience as a board member of other
organizations; Mr. Friedman, academic leadership, economic and finance
experience and investment company board experience; Ms. Graham, academic
leadership, experience in business, finance and management consulting;
Ms. Monchak, investment, financial and business experience, including as the
chief investment officer of a pension fund. Mr. Perna, accounting, financial,
and business experience as an executive officer and experience as a board
member of other organizations; Ms. Piret, accounting, financial and
entrepreneurial experience as an executive, valuation experience and investment
company board experience; Mr. Ricciardi, financial, business and investment
company experience as an executive officer of a financial and investment
company services organization, and experience as a board member of offshore
investment companies and other organizations; Ms. Jones, investment management
experience as an executive and leadership roles with Amundi Pioneer and its
affiliates, and Mr. Taubes, portfolio management experience and leadership
roles with Amundi Pioneer. However, in its periodic assessment of the
effectiveness of the Board, the Board considers the complementary skills and
experience of individual Trustees primarily in the broader context of the
Board's overall composition so that the Board, as a body, possesses the
appropriate (and appropriately diverse) skills and experience to oversee the
business of the funds.
Each fund's Agreement and Declaration of Trust provides that the appointment,
designation (including in any proxy or registration statement or other
document) of a Trustee as an expert on any topic or in any area, or as having
experience, attributes or skills in any area, or any other appointment,
designation or identification, shall not impose on that person any standard of
care or liability that is greater than that imposed on that person as a Trustee
in the absence of the appointment, designation or identification, and no
Trustee who has special attributes, skills, experience or expertise, or is
appointed, designated, or identified as aforesaid, shall be held to a higher
standard of care by virtue thereof.
17
Board Committees
The Board of Trustees has five standing committees: the Independent Trustees
Committee, the Audit Committee, the Governance and Nominating Committee, the
Policy Administration Committee and the Valuation Committee. Each committee is
chaired by an Independent Trustee and all members of each committee are
Independent Trustees.
The Chairs of the committees work with the Chairman of the Board and fund
management in setting the agendas for Board meetings. The Chairs of the
committees set the agendas for committee meetings with input from fund
management. As noted below, through the committees, the Independent Trustees
consider and address important matters involving the funds, including those
presenting conflicts or potential conflicts of interest for management. The
Independent Trustees also regularly meet without the presence of management and
are advised by independent legal counsel. The Board believes that the committee
structure, and delegation to the committees of specified oversight
responsibilities, help the Board more effectively to provide governance and
oversight of the funds' affairs. Mr. Perna, Chairman of the Board, is a member
of each committee except the Audit Committee and the Valuation Committee, of
each of which he is a non-voting, ex-officio member.
During the most recent fiscal year for each fund, the Audit, Governance and
Nominating, Independent Trustees, Policy Administration and Valuation
Committees of each fund held the following meetings:
Pioneer
Pioneer Pioneer Pioneer Pioneer Municipal
Diversified Floating High Municipal High Income
High Income Rate Income High Income Advantage
Trust Trust Trust Trust Trust
----------- -------- ------- ----------- -----------
Audit Committee 7 7 7 7 7
Governance and Nominating Committee 3 2 3 3 3
Independent Trustees Committee 11 7 11 11 11
Policy Administration Committee 4 5 4 4 4
Valuation Committee 5 5 5 5 5
Independent Trustees Committee: David R. Bock, Benjamin M. Friedman, Margaret
B.W. Graham, Lorraine H. Monchak, Thomas J. Perna (Chair), Marguerite A. Piret
and Fred J. Ricciardi.
The Independent Trustees Committee is comprised of all of the Independent
Trustees. The Independent Trustees Committee serves as the forum for
consideration of a number of issues required to be considered separately by the
Independent Trustees under the 1940 Act, including the assessment and review of
each fund's advisory agreement and other related party contracts. The
Independent Trustees Committee also considers issues that the Independent
Trustees believe it is advisable for them to consider separately from the
Interested Trustees.
18
Audit Committee: David R. Bock (Chair), Benjamin M. Friedman, Lorraine H.
Monchak and Marguerite A. Piret.
Each fund's Audit Committee is comprised of only Independent Trustees who are
"independent" as defined in the applicable New York Stock Exchange ("NYSE") and
NYSE MKT listing standards relating to closed-end funds. The Board of Trustees
of each fund has adopted a charter for the Audit Committee. In accordance with
its charter, the purposes of the Audit Committee are to:
. Assist the Board of Trustees' oversight and monitoring of: (i) the
integrity of the fund's financial statements; (ii) the fund's compliance
with legal and regulatory requirements; (iii) the independent registered
public accounting firm's qualifications, performance and independence;
and (iv) the performance of the fund's internal audit function; and
. Prepare the disclosure required by Item 407(d)(3)(i) of Regulation S-K
to be included in the fund's annual proxy statement and other filings.
The Audit Committee charter is available on Amundi Pioneer's website:
www.us.pioneerinvestments.com. You also can obtain a copy by sending a written
request to your fund at the address listed on this proxy statement.
Each fund's Board of Trustees has determined that the fund has at least one
audit committee financial expert serving on its Audit Committee. Mr. Bock, an
Independent Trustee, serves on each Audit Committee and has been determined to
be an audit committee financial expert.
Audit Committee Report
The Audit Committee reports that it has (1) reviewed and discussed each fund's
audited financial statements with management; (2) discussed with the
independent registered public accounting firm the matters required to be
discussed with the independent auditors by the Statement of Auditing Standards
No. 61, as amended, as adopted by the Public Company Accounting Oversight Board
in Rule 3200 T; and (3) received written disclosures and an independence letter
from the independent registered public accounting firm required by Independence
Standards Board Standard No. 1, as adopted by the Public Company Accounting
Oversight Board in Rule 3600 T, and discussed with the independent registered
public accounting firm that firm's independence. Based upon the review and
discussions referred to above, the Audit Committee recommended to the Board of
Trustees that the audited financial statements be included in the Annual Report
for Pioneer Floating Rate Trust for the fiscal year ended November 30, 2016,
the Annual Reports for Pioneer High Income Trust and Pioneer Municipal High
Income Advantage Trust for the fiscal year ended March 31, 2017 and in the
Annual Reports for Pioneer Diversified High Income Trust and Pioneer Municipal
High Income Trust for the fiscal year ended April 30, 2017.
19
The members of each fund's Audit Committee are:
David R. Bock (Chair)
Benjamin M. Friedman
Lorraine H. Monchak
Marguerite A. Piret
Governance and Nominating Committee: Margaret B.W. Graham (Chair), Thomas J.
Perna and Fred J. Ricciardi.
All members of the Governance and Nominating Committee are independent under
the applicable NYSE and NYSE MKT listing standards relating to closed-end
funds, and are not "interested persons," as defined in the 1940 Act, of each
fund. The Board of each fund has adopted a written charter for the Governance
and Nominating Committee, which is available on Amundi Pioneer's website:
http://us.pioneerinvestments.com. You also can obtain a copy by sending a
written request to your fund at the address listed on this proxy statement.
The Governance and Nominating Committee considers governance matters affecting
the Board and each fund. Among other responsibilities, the Governance and
Nominating Committee reviews the performance of the Independent Trustees as a
whole, and reviews and recommends to the Independent Trustees Committee any
appropriate changes concerning, among other things, the size and composition of
the Board, the Board's committee structure and the Independent Trustees'
compensation. The Governance and Nominating Committee also makes
recommendations to the Independent Trustees Committee or the Board on matters
delegated to it.
In addition, the Governance and Nominating Committee screens potential
candidates for Independent Trustees. Among other responsibilities, the
Governance and Nominating Committee reviews periodically the criteria for
Independent Trustees and the spectrum of desirable experience and expertise for
Independent Trustees as a whole, and reviews periodically the qualifications
and requisite skills of persons currently serving as Independent Trustees and
being considered for re-nomination. The Governance and Nominating Committee
also reviews the qualifications of any person nominated to serve on the Board
by a shareholder or recommended by any Trustee, management or another person
and makes a recommendation as to the qualifications of such nominated or
recommended person to the Independent Trustees and the Board, and reviews
periodically the Committee's procedure, if any, regarding candidates submitted
by shareholders. The Trustees who are not Independent Trustees and the officers
of each fund are nominated and selected by the Board.
The Governance and Nominating Committee does not have specific, minimum
qualifications for nominees, nor has it established specific qualities or
skills that it regards as necessary for one or more of the Independent Trustees
to possess (other than qualities or skills that may be required by applicable
law or regulation). However, in evaluating a person as a potential nominee to
serve as an Independent Trustee, the Governance and Nominating Committee will
consider the following general criteria and principles, among any others that
it may deem relevant: (i) the nominee's reputation for integrity, honesty and
adherence
20
to high ethical standards; (ii) the nominee's business acumen and ability to
exercise sound judgment in matters that relate to the objectives of the fund
and whether the person is willing and able to contribute positively to the
decision-making process of the fund; (iii) the nominee's commitment and ability
to devote the necessary time and energy to be an effective Independent Trustee,
to understand the fund and the responsibilities of a trustee of an investment
company; (iv) the nominee's ability to understand the sometimes conflicting
interests of the various constituencies of the fund and to act in the interests
of all shareholders; (v) the absence of a conflict of interest that would
impair his or her ability to represent the interests of all shareholders and to
fulfill the responsibilities of a trustee; and (vi) the value of diversity on
the Board. The Governance and Nominating Committee also will consider whether
the nominee has the experience or skills that the Governance and Nominating
Committee believes would maintain or enhance the effectiveness of the
Independent Trustees' oversight of each fund's affairs, based on the then
current composition and skills of the Independent Trustees and experience or
skills that may be appropriate in light of changing business conditions and
regulatory or other developments. The Governance and Nominating Committee does
not necessarily place the same emphasis on each criterion.
The Governance and Nominating Committee does not have a formal procedure for
the implementation, or for assessing the effectiveness, of its policy with
regard to the consideration of the value of diversity on the Board in reviewing
potential nominees for Independent Trustee. However, as noted above, in its
periodic assessment of the effectiveness of the Board, the Board considers the
complementary skills and experience of individual Trustees in the context of
the Board's overall composition so that the Board, as a body, possesses the
appropriate (and appropriately diverse) skills and experience to oversee the
business of the funds. In addition, the Governance and Nomination Committee
Charter provides that nominees shall not be discriminated against on the basis
of race, religion, national origin, sex, sexual orientation, disability or any
other basis proscribed by law.
As long as an existing Independent Trustee continues, in the opinion of the
other Independent Trustees, to satisfy these criteria and continues to make
positive contributions to the Board, each fund anticipates that Independent
Trustees of the fund would favor the re-nomination of an existing Trustee
rather than a new candidate. Consequently, while the Governance and Nominating
Committee will evaluate the qualifications of nominees recommended by
shareholders to serve as Trustee, the Independent Trustees might act upon the
Governance and Nominating Committee's evaluation only if there is a vacancy on
the Board. In the event that a vacancy arises or a change in Board membership
is determined to be advisable, the Governance and Nominating Committee will, in
addition to any shareholder recommendations, evaluate candidates identified by
other means, including candidates proposed by Independent Trustees or
management. While it has not done so in the past, the Governance and Nominating
Committee may retain a consultant to assist the Committee in a search for a
qualified candidate.
21
Any shareholder recommendation must be submitted in compliance with all of the
pertinent provisions of Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the Agreement and Declaration of
Trust and By laws of the fund to be considered by the Governance and Nominating
Committee. In evaluating a nominee recommended by a shareholder, the Governance
and Nominating Committee, in addition to the criteria discussed above, may
consider the objectives of the shareholder in submitting that nomination and
whether such objectives are consistent with the interests of all shareholders.
If the Board determines to include a shareholder's candidate among the slate of
nominees, the candidate's name will be placed on the fund's proxy card. If the
Governance and Nominating Committee, the Independent Trustees or the Board
determines not to include such candidate among the Board's designated nominees
and the shareholder has satisfied the requirements of Rule 14a-8 under the
Exchange Act, the shareholder's candidate will be treated as a nominee of the
shareholder who originally nominated the candidate.
The Governance and Nominating Committee initiated the recommendation of each of
the non-interested nominees to serve as an Independent Trustee.
With respect to the re-nomination of an existing Independent Trustee, the
Governance and Nominating Committee and the Independent Trustees Committee use
the criteria and the principles set forth above, as revised from time to time,
to guide the selection process.
Shareholders may communicate with the members of the Board as a group or
individually. Any such communication should be sent to the Board or an
individual Trustee c/o the Secretary of the fund at the address on the notice
of this meeting. The Secretary may determine not to forward any communication
to members of the Board that does not relate to the business of a fund.
Valuation Committee: David R. Bock, Benjamin M. Friedman, Lorraine H. Monchak
and Marguerite A. Piret (Chair).
The Valuation Committee, among other things, determines with Amundi Pioneer the
value of securities under certain circumstances and considers other matters
with respect to the valuation of securities, in each case in accordance with
each fund's valuation procedures.
Policy Administration Committee: Margaret B.W. Graham (Chair), Thomas J. Perna
and Fred J. Ricciardi.
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.
22
Oversight of Risk Management
Consistent with its responsibility for oversight of each fund in the interests
of shareholders, the Board of Trustees oversees risk management of each fund's
investment management and business operations. In performing this oversight
function, the Board considers various risks and risk management practices
relating to the funds. The Board has delegated certain aspects of its risk
oversight responsibilities to the committees.
Each fund faces a number of risks, such as investment risk, counterparty risk,
valuation risk, enterprise risk, reputational risk, cybersecurity risk, risk of
operational failure or lack of business continuity, and legal, compliance and
regulatory risk. The goal of risk management is to identify and address risks,
i.e., events or circumstances that could have material adverse effects on the
business, operations, shareholder services, investment performance or
reputation of a fund.
Most of the funds' investment management and business operations are carried
out by or through Amundi Pioneer, its affiliates, and other service providers,
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.
Under the overall supervision of the Board or the applicable committee of the
Board, each fund, or Amundi Pioneer and the affiliates of Amundi Pioneer or
other service providers to each fund employ a variety of processes, procedures
and controls in an effort to identify, address and mitigate risks. Different
processes, procedures and controls are employed with respect to different types
of risks. Various personnel, including the funds' and Amundi Pioneer's chief
compliance officer and Amundi Pioneer's chief risk officer and director of
internal audit, as well as various personnel of Amundi Pioneer, and the other
service providers, make periodic reports to the applicable committee or to the
Board with respect to various aspects of risk management, and the applicable
committee of the Board review Financial Intermediary Controls and Compliance
Assessment ("FICCA") reports if available. The reports received by the Trustees
related to risks typically are summaries of relevant information.
The Trustees recognize that not all risks that may affect a fund can be
identified, that it may not be practical or cost-effective to eliminate or
mitigate certain risks, that it may be necessary to bear certain risks (such as
investment-related risks) to achieve each fund's goals, that the processes,
procedures and controls employed to address certain risks may be limited in
their effectiveness, and that some risks are simply beyond the control of the
funds or Amundi Pioneer and its affiliates or other service providers. As a
result of the foregoing and other factors, each fund's ability to manage risk
is subject to substantial limitations.
In addition, 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.
23
The following table indicates the value of shares that each Trustee or nominee
beneficially owned in each fund and Pioneer Funds in the aggregate as of
May 31, 2017. Beneficial ownership is determined in accordance with Securities
and Exchange Commission ("SEC") rules. The share value of any closed-end
Pioneer fund is based on its closing market price on May 31, 2017. The share
value of any open-end Pioneer fund is based on the net asset value of the class
of shares on May 31, 2017. The dollar ranges in this table are in accordance
with SEC requirements.
Aggregate Dollar
Range of Equity
Securities in All
Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by
Name of Trustee or Nominee in each Fund Trustee or Nominee
-------------------------- ----------------- ------------------
INTERESTED TRUSTEE or NOMINEE
$0 /1/
$0 /2/
Lisa M. Jones $0 /3/ Over $100,000
$0 /4/
$0 /5/
$0 /1/
$0 /2/
Kenneth J. Taubes $0 /3/ Over $100,000
$0 /4/
$0 /5/
24
Aggregate Dollar
Range of Equity
Securities in All
Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by
Name of Trustee or Nominee in each Fund Trustee or Nominee
-------------------------- ----------------------- ------------------
INDEPENDENT TRUSTEE or NOMINEE
$0 /1/
$0 /2/
David R. Bock $0 /3/ Over $100,000
$0 /4/
$0 /5/
$0 /1/
$0 /2/
Benjamin M. Friedman $0 /3/ Over $100,000
$0 /4/
$0 /5/
$10,001 to $50,000 /1/
$1 to $10,000 /2/
Margaret B.W. Graham $1 to $10,000 /3/ Over $100,000
$0 /4/
$0 /5/
$0 /1/
$0 /2/
Lorraine H. Monchak $0 /3/ Over $100,000
$0 /4/
$0 /5/
$0 /1/
$0 /2/
Thomas J. Perna $0 /3/ Over $100,000
$0 /4/
$0 /5/
$0 /1/
$0 /2/
Marguerite A. Piret $0 /3/ Over $100,000
$0 /4/
$0 /5/
25
Aggregate Dollar
Range of Equity
Securities in All
Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by
Name of Trustee or Nominee in each Fund Trustee or Nominee
-------------------------- ----------------- ------------------
INDEPENDENT TRUSTEE or NOMINEE
$0 /1/
$0 /2/
Fred J. Ricciardi $0 /3/ Over $100,000
$0 /4/
$0 /5/
/1/ Shares held in Pioneer High Income Trust
/2/ Shares held in Pioneer Municipal High Income Trust
/3/ Shares held in Pioneer Municipal High Income Advantage Trust
/4/ Shares held in Pioneer Floating Rate Trust
/5/ Shares held in Pioneer Diversified High Income Trust
As of December 31, 2016, the Trustees, any nominee for election as a Trustee
and the officers of each fund owned beneficially in the aggregate less than 1%
of the outstanding shares of each fund.
For each of the funds, during the most recent fiscal year, none of the Trustees
or any nominee for election as a Trustee engaged in the purchase or sale of
securities of Amundi Pioneer, Amundi, Amundi USA, Inc. or any other entity in a
control relationship to Amundi Pioneer or Amundi Pioneer Distributor, Inc.
Compliance with Section 16(a) Reporting Requirements
Section 16(a) of the Exchange Act requires each fund's executive officers,
Trustees and persons who own more than ten percent of a fund's shares ("10%
Shareholders") to file reports of ownership and changes in ownership with the
SEC. Executive officers, Trustees and 10% Shareholders are required by SEC
regulations to furnish the fund with copies of all Section 16(a) forms they
file. Section 30(h) of the 1940 Act extends the reporting requirements under
Section 16(a) of the Exchange Act to certain officers of the fund's investment
adviser. Based solely on a review of the copies of these reports furnished to
each of the funds and representations that no other reports were required to be
filed, each fund believes that during the past fiscal year the filing
requirements applicable to such persons were met.
26
Executive officers
In addition to Ms. Jones, who serves as the President and Chief Executive
Officer of each fund, the following table provides information with respect to
the other executive officers of the funds. Each executive officer is elected by
the Board of Trustees and serves until his or her successor is chosen and
qualified or until his or her resignation or removal by the Board. The business
address of all officers of the funds is 60 State Street, Boston, Massachusetts
02109.
Name, age and position with each fund Principal occupation(s)
------------------------------------- -------------------------------------
Christopher J. Kelley Vice President and Associate General
(52) Counsel of Amundi Pioneer since
Secretary and Chief Legal Officer January 2008 and Secretary and Chief
Legal Officer of all of the Pioneer
Funds since June 2010; Assistant
Secretary of all of the Pioneer Funds
from September 2003 to May 2010; and
Vice President and Senior Counsel of
Amundi Pioneer from July 2002 to
December 2007
Carol B. Hannigan Fund Governance Director of Amundi
(56) Pioneer since December 2006 and
Assistant Secretary Assistant Secretary of all the
Pioneer Funds since June 2010;
Manager- Fund Governance of Amundi
Pioneer from December 2003 to
November 2006; and Senior Paralegal
of Amundi Pioneer from January 2000
to November 2003
Thomas Reyes Senior Counsel of Amundi Pioneer
(54) since May 2013 and Assistant
Assistant Secretary Secretary of all the Pioneer Funds
since June 2010; Counsel of Amundi
Pioneer from June 2007 to May 2013;
and Vice President and Counsel at
State Street Bank from October 2004
to June 2007
Mark E. Bradley Vice President - Fund Treasury of
(57) Amundi Pioneer; and Treasurer of all
Treasurer of the Pioneer Funds since March
2008; Deputy Treasurer of Amundi
Pioneer from March 2004 to February
2008; and Assistant Treasurer of all
of the Pioneer Funds from March 2004
to February 2008
Luis I. Presutti Director - Fund Treasury of Amundi
(52) Pioneer; and Assistant Treasurer of
Assistant Treasurer all of the Pioneer Funds
Gary Sullivan Fund Accounting Manager - Fund
(59) Treasury of Amundi Pioneer; and
Assistant Treasurer Assistant Treasurer of all of the
Pioneer Funds
27
Name, age and position with each fund Principal occupation(s)
------------------------------------- -------------------------------------
David F. Johnson Fund Administration Manager - Fund
(37) Treasury of Amundi Pioneer since
Assistant Treasurer November 2008; Assistant Treasurer of
all of the Pioneer Funds since
January 2009; and Client Service
Manager - Institutional Investor
Services at State Street Bank from
March 2003 to March 2007
Jean M. Bradley Chief Compliance Officer of Amundi
(64) Pioneer and of all the Pioneer Funds
Chief Compliance Officer since March 2010; Chief Compliance
Officer of Amundi Pioneer
Institutional Asset Management, Inc.
since January 2012; Chief Compliance
Officer of Vanderbilt Capital
Advisors, LLC since July 2012;
Director of Adviser and Portfolio
Compliance at Amundi Pioneer since
October 2005; and Senior Compliance
Officer for Columbia Management
Advisers, Inc. from October 2003 to
October 2005
Kelly K. O'Donnell Vice President - Head of Investor
(46) Services Group of Amundi Pioneer and
Anti-Money Laundering Officer Anti-Money Laundering Officer of all
the Pioneer Funds since 2006
Compensation of Trustees and officers
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer High Income Trust and Pioneer Municipal
High Income Advantage Trust for the fiscal year ended March 31, 2017. The
amounts paid to the Trustees by each fund differ due to (i) membership on or
chairing certain committees of the Board of Trustees and other responsibilities
assigned to specific Trustees, and (ii) attendance at meetings. Each fund does
not pay any salary or other compensation to its officers.
Pioneer High Income Trust and Pioneer Municipal High Income Advantage Trust:
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Trustee from each Fund Fund Expenses Pioneer Funds/1/
--------------- -------------- ------------- ---------------
Interested Trustees:
Lisa M. Jones $0.00* $0.00 $0.00
$0.00**
Kenneth J. Taubes $0.00* $0.00 $0.00
$0.00**
28
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Trustee from each Fund Fund Expenses Pioneer Funds/1/
--------------- -------------- ------------- ---------------
Independent Trustees:
David R. Bock $2,190.21* $0.00 $268,063.00
$2,349.34**
Benjamin M. Friedman $2,210.09* $0.00 $271,625.00
$2,368.20**
Margaret B.W. Graham $2,051.53* $0.00 $242,000.00
$2,186.75**
Lorraine H. Monchak $2,056.39* $0.00 $242,938.00
$2,192.99**
Thomas J. Perna $2,475.87* $0.00 $321,188.00
$2,669.57**
Marguerite A. Piret $2,158.86* $0.00 $262,063.00
$2,309.79**
Fred J. Ricciardi $1,957.27* $0.00 $224,375.00
$2,078.96**
/1/ As of the fiscal year ended March 31, 2017, there were 46 U.S. registered
investment portfolios in the Pioneer Funds.
* Aggregate compensation from Pioneer High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Advantage Trust.
29
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Diversified High Income Trust and
Pioneer Municipal High Income Trust for the fiscal year ended April 30, 2017.
The amounts paid to the Trustees differ due to (i) membership on or chairing
certain committees of the boards of Trustees and other responsibilities
assigned to specific Trustees, and (ii) attendance at meetings. The fund does
not pay any salary or other compensation to its officers.
Pioneer Diversified High Income Trust and Pioneer Municipal High Income Trust:
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Trustee from each Fund Fund Expenses Pioneer Funds/1/
--------------- -------------- ------------- ---------------
Interested Trustees:
Lisa M. Jones $ 0.00* $0.00 $ 0.00
$ 0.00**
Kenneth J. Taubes $ 0.00* $0.00 $ 0.00
$ 0.00**
Independent Trustees:
David R. Bock $1,000.00* $0.00 $268,063.00
$2,049.36**
Benjamin M. Friedman $1,000.00* $0.00 $271,625.00
$2,063.70**
Margaret B.W. Graham $1,000.00* $0.00 $242,000.00
$1,922.44**
Lorraine H. Monchak $1,000.00* $0.00 $242,938.00
$1,927.37**
Thomas J. Perna $1,000.00* $0.00 $321,188.00
$2,298.05**
Marguerite A. Piret $1,000.00* $0.00 $262,063.00
$2,018.26**
Fred J. Ricciardi $1,000.00* $0.00 $224,375.00
$1,838.55**
/1/ As of the fiscal year ended April 30, 2017, there were 46 U.S. registered
investment portfolios in the Pioneer Funds.
* Aggregate compensation from Pioneer Diversified High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Trust.
30
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Floating Rate Trust for the fiscal year
ended November 30, 2016. The amounts paid to the Trustees differ due to
(i) membership on or chairing certain committees of the boards of Trustees and
other responsibilities assigned to specific Trustees, and (ii) attendance at
meetings. The fund does not pay any salary or other compensation to its
officers.
Pioneer Floating Rate Trust:
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from the Fund
Compensation Part of and Other
Name of Trustee from Fund Fund Expenses Pioneer Funds/1/
--------------- ------------ ------------- ---------------
Interested Trustees:
Lisa M. Jones $ 0.00 $0.00 $ 0.00
Kenneth J. Taubes $ 0.00 $0.00 $ 0.00
Independent Trustees:
David R. Bock $2,319.82 $0.00 $251,750.00
Benjamin M. Friedman $2,314.96 $0.00 $251,000.00
Margaret B.W. Graham $2,136.35 $0.00 $223,500.00
Lorraine H. Monchak $2,129.81 $0.00 $222,479.00
Thomas J. Perna $2,611.59 $0.00 $296,750.00
Marguerite A. Piret $2,254.99 $0.00 $241,750.00
Fred J. Ricciardi $2,016.42 $0.00 $205,000.00
/1/ As of the fiscal year ended November 30, 2016, there were 46 U.S.
registered investment portfolios in the Pioneer Funds.
Investment adviser and administrator
Amundi Pioneer (the "Adviser"), whose executive offices are located at 60 State
Street, Boston, Massachusetts 02109, serves as investment adviser and
administrator to each fund.
Amundi Pioneer is an indirect wholly owned subsidiary of Amundi and Amundi's
wholly owned subsidiary, Amundi USA, Inc. Amundi, one of the world's largest
asset managers, is headquartered in Paris, France. As of June 30, 2017, Amundi
had more than $1.5 trillion in assets under management worldwide. As of
June 30, 2017, Amundi Pioneer (and its U.S. affiliates) had over $74 billion
in assets under management.
31
On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world, including each fund's
investment adviser. Prior to July 3, 2017, Pioneer Investments was owned by
Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of UniCredit
S.p.A. ("UniCredit"). Prior to July 3, 2017, each fund's investment adviser was
named Pioneer Investment Management, Inc.
Planned redemptions of auction preferred shares
On July 13, 2017, the Adviser announced that each of Pioneer Municipal High
Income Advantage Trust and Pioneer Municipal High Income Trust intends to
redeem all of their outstanding auction preferred shares (APS) at the
liquidation preference per share (sometimes referred to as "at par") of each
series of APS, together with accrued and unpaid dividends, if any, as of the
redemption date.
Each fund's Board of Trustees has approved a refinancing plan expected to
result in the redemption of all of each fund's outstanding APS. The redemption
of each fund's APS is subject to the successful negotiation of the new
financing, the satisfaction of certain notice and regulatory requirements, and
the closing conditions of the new financing. Specific information related to
the redemption process and timeframes will be released by the funds separately.
The Adviser expects the redemptions to be completed by the end of 2017.
After the refinancing is completed, each fund will continue to employ financial
leverage for investment purposes. The Adviser does not expect the refinancing
to reduce either fund's leverage outstanding.
Required vote
In accordance with the Agreement and Declaration of Trust for each of Pioneer
Diversified High Income Trust, Pioneer Floating Rate Trust and Pioneer High
Income Trust, the affirmative vote of a plurality of the Common Shares of the
fund present in person or by proxy at the meeting at which a quorum exists is
required to elect each nominee for Trustee.
. Mr. Friedman, Ms. Graham and Mr. Taubes are the current nominees for
election as Class I Trustees of Pioneer Diversified High Income Trust,
Class II Trustees of Pioneer Floating Rate Trust and Class III Trustees
of Pioneer High Income Trust. The three nominees receiving the greatest
number of votes for Class I Trustee of Pioneer Diversified High Income
Trust, Class II Trustee of Pioneer Floating Rate Trust and Class III
Trustee of Pioneer High Income Trust will be elected to the Board of
Trustees of such fund.
In accordance with the Agreement and Declaration of Trust for each of Pioneer
Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust,
the holders of Common Shares and Preferred Shares of each fund will vote on the
respective nominees designated to be elected by such class of shares.
. Mr. Friedman, Ms. Graham and Mr. Taubes are the current nominees for
election as Class II Trustees of Pioneer Municipal High Income Trust and
Pioneer Municipal High Income Advantage Trust. The three nominees
receiving the greatest number
32
of votes of the Common and Preferred Shares, voting as a single class,
for Class II Trustee of each of Pioneer Municipal High Income Trust and
Pioneer Municipal High Income Advantage Trust will be elected to the
Board of Trustees of such fund.
Recommendation
For the reasons set forth above, the Trustees of your fund unanimously
recommend that shareholders vote FOR each of Mr. Friedman, Ms. Graham and
Mr. Taubes.
AUDITOR INFORMATION
Prior to July 3, 2017, the Adviser was an indirect, wholly owned subsidiary of
UniCredit. On that date, UniCredit completed the sale of its Pioneer
Investments business, which included the Adviser, to Amundi (the
"Transaction"). As a result of the Transaction, the Adviser became an indirect,
wholly-owned subsidiary of Amundi. Amundi is controlled by Credit Agricole S.A.
Amundi is headquartered in Paris, France, and, as of June 30, 2017, Amundi had
more than $1.5 trillion in assets under management worldwide.
Deloitte & Touche LLP, each fund's previous independent registered public
accounting firm, informed the Audit Committee and the Board that it would no
longer be independent with respect to the funds upon the completion of the
Transaction as a result of certain services being provided to Amundi and Credit
Agricole, and, accordingly, that it intended to resign as each fund's
independent registered public accounting firm upon the completion of the
Transaction. Deloitte & Touche LLP's resignation was effective on July 3, 2017,
when the Transaction was completed.
During the periods as to which Deloitte & Touche LLP has served as each fund's
independent registered public accounting firm, including each fund's two most
recent fiscal years preceding the fiscal year ended June 30, 2017, Deloitte &
Touche LLP's reports on each fund's financial statements have not contained an
adverse opinion or disclaimer of opinion and have not been qualified or
modified as to uncertainty, audit scope or accounting principles. Further,
there have been no disagreements with Deloitte & Touche LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of Deloitte &
Touche LLP, would have caused Deloitte & Touche LLP to make reference to the
subject matter of the disagreement in connection with its report on the
financial statements. In addition, there have been no reportable events of the
kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities
Exchange Act of 1934.
Effective immediately following the completion of the Transaction on July 3,
2017, the Board, acting upon the recommendation of the Audit Committee, with
respect to each Fund, engaged a new independent registered public accounting
firm, Ernst & Young LLP ("EY"), for the fund's fiscal year ending November 30,
2017 (for Pioneer Floating Rate Trust), March 31, 2018 (for Pioneer High Income
Trust and Pioneer Municipal High Income Advantage Trust) or April 30, 2018 (for
Pioneer Diversified High Income Trust and Pioneer Municipal High Income Trust),
as applicable.
33
Prior to its engagement, EY had advised each fund's Audit Committee that EY had
identified the following matters, in each case relating to services rendered by
other member firms of Ernst & Young Global Limited, all of which are located
outside the United States, to UniCredit and certain of its subsidiaries during
the period commencing July 1, 2016, that it determined to be inconsistent with
the auditor independence rules set forth by the SEC: (a) project management
support services to UniCredit in the Czech Republic, Germany, Italy, Serbia and
Slovenia in relation to twenty-two projects, that were determined to be
inconsistent with Rule 2-01(c)(4)(vi) of Regulation S-X (management functions);
(b) two engagements for UniCredit in Italy where fees were contingent/success
based and that were determined to be inconsistent with Rule 2-01(c)(5) of
Regulation S-X (contingent fees); (c) four engagements where legal and expert
services were provided to UniCredit in the Czech Republic and Germany, and
twenty engagements where the legal advisory services were provided to UniCredit
in Austria, Czech Republic, Italy and Poland, that were determined to be
inconsistent with Rule 2-01(c)(4)(ix) and (x) of Regulation S-X (legal and
expert services); and (d) two engagements for UniCredit in Italy involving
assistance in the sale of certain assets, that were determined to be
inconsistent with Rule 2-01(c)(4)(viii) of Regulation S-X (broker-dealer,
investment advisor or investment banking services). None of the foregoing
services involved a fund, any of the other funds in the Pioneer Family of Funds
or any other Pioneer entity sold by UniCredit in the Transaction.
EY advised the Audit Committee that it had considered the matters described
above and had concluded that such matters would not impair EY's ability to
exercise objective and impartial judgment in connection with the audits of the
financial statements of each fund under the SEC and Public Company Accounting
Oversight Board independence rules, and that a reasonable investor with
knowledge of all relevant facts and circumstances would reach the same
conclusion. Management and the Audit Committee considered these matters and
discussed the matters with EY and, based upon EY's description of the matters
and statements made by EY, Management and the Audit Committee believe that EY
will be capable of exercising objective and impartial judgment in connection
with the audits of the financial statements of each fund, and Management
further believes that a reasonable investor with knowledge of all relevant
facts and circumstances would reach the same conclusion.
Audit fees
The following are aggregate fees billed for professional services rendered by
Deloitte & Touche LLP for its audit of each fund's annual financial statements
and fees related to services that are normally provided by Deloitte & Touche
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.
34
For the fiscal year For the fiscal year
ended 3/31/2017 ended 3/31/2016
------------------- -------------------
Pioneer High Income Trust $49,954.00 $47,063.00
Pioneer Municipal High Income Advantage Trust $48,714.00 $45,823.00
For the fiscal year For the fiscal year
ended 4/30/2017 ended 4/30/2016
------------------- -------------------
Pioneer Diversified High Income Trust $53,954.00 $51,063.00
Pioneer Municipal High Income Trust $51,534.00 $48,643.00
For the fiscal year For the fiscal year
ended 11/30/2016 ended 11/30/2015
------------------- -------------------
Pioneer Floating Rate Trust $76,738.00 $76,700.00
Audit-related fees
The following are aggregate fees billed for assurance and related services by
Deloitte & Touche LLP to each fund that are related to agreed upon procedures
related to the ratings of each fund's Preferred Shares (if any) for the two
most recent fiscal years. All of these services were approved by the Audit
Committee of each fund pursuant to Regulation S-X.
For the fiscal year For the fiscal year
ended 3/31/2017 ended 3/31/2016
------------------- -------------------
Pioneer High Income Trust $231.00 $ 203.00
Pioneer Municipal High Income Advantage Trust $231.00 $5,204.00
For the fiscal year For the fiscal year
ended 4/30/2017 ended 4/30/2016
------------------- -------------------
Pioneer Diversified High Income Trust $232.00 $ 204.00
Pioneer Municipal High Income Trust $232.00 $5,204.00
For the fiscal year For the fiscal year
ended 11/30/2016 ended 11/30/2015
------------------- -------------------
Pioneer Floating Rate Trust $231.00 $ 203.00
Tax fees
The following are aggregate fees billed for professional services, primarily
for tax returns, rendered by Deloitte & Touche 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.
35
For the fiscal year For the fiscal year
ended 3/31/2017 ended 3/31/2016
------------------- -------------------
Pioneer High Income Trust $9,904.00 $9,876.00
Pioneer Municipal High Income Advantage Trust $9,904.00 $9,876.00
For the fiscal year For the fiscal year
ended 4/30/2017 ended 4/30/2016
------------------- -------------------
Pioneer Diversified High Income Trust $9,904.00 $9,876.00
Pioneer Municipal High Income Trust $9,904.00 $9,876.00
For the fiscal year For the fiscal year
ended 11/30/2016 ended 11/30/2015
------------------- -------------------
Pioneer Floating Rate Trust $9,904.00 $9,876.00
All other fees
There were no fees billed for other services rendered by Deloitte & Touche LLP
to the funds.
Affiliates' Fees for Non-Audit Services Required to be Pre-Approved
Each fund's Audit Committee is required to pre-approve services to affiliates
as defined by SEC rules to the extent that the services relate directly to the
operations or financial reporting of the fund. Affiliates include the fund's
investment adviser and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the fund
(hereinafter referred to as "affiliates" of the fund). For the fiscal years
ended March 31, 2017 and 2016, for Pioneer High Income Trust and Pioneer
Municipal High Income Advantage Trust, there were no services provided to an
affiliate that required the fund's Audit Committee pre-approval. For the fiscal
years ended April 30, 2017 and 2016, for Pioneer Diversified High Income Trust
and Pioneer Municipal High Income Trust, there were no services provided to an
affiliate that required the fund's Audit Committee pre-approval. For the fiscal
years ended November 30, 2016 and 2015, for Pioneer Floating Rate Trust, there
were no services provided to an affiliate that required the fund's Audit
Committee pre-approval.
General Audit Committee Approval Policy
. 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 the Audit Committee.
36
. At least quarterly, the Audit Committee shall review a report
summarizing the services by service category, including fees, provided
by the independent registered public accounting firm as set forth in the
above policy.
The charter of each Audit Committee requires that the Audit Committee shall
approve (a) all audit and non-audit services to be provided to each fund and
(b) all non-audit services to be provided by the fund's independent public
accounting firm to Amundi Pioneer and any entity controlling, controlled by or
under common control with the investment adviser that provides ongoing services
to the fund ("Covered Service Providers") if the engagement relates directly to
the operations and financial reporting of the fund. The Audit Committee may
delegate, to the extent permitted by law, pre-approval responsibilities to one
or more members of the Audit Committee who shall report to the full Audit
Committee.
No Audit Committee may approve non-audit services that the Audit Committee
believes may impair the independence of the independent registered public
accounting firm. Permissible non-audit services include any professional
services (including tax services) that are not prohibited services as described
below provided to the fund by the independent registered public accounting
firm, other than those provided to a fund in connection with an audit or a
review of the financial statements of the fund. Permissible non-audit services
may not include (a) bookkeeping or other services related to the accounting
records or financial statements of the fund; (b) financial information systems
design and implementation; (c) appraisal or valuation services, fairness
opinions or contribution-in-kind reports; (d) actuarial services; (e) internal
audit outsourcing services; (f) management functions or human resources;
(g) broker or dealer, investment adviser or investment banking services;
(h) legal services and expert services unrelated to the audit; and (i) any
other service the Public Company Accounting Oversight Board determines, by
regulation, is impermissible.
Pre-approval by the Audit Committee of any permissible non-audit services is
not required so long as: (a) the aggregate amount of all such permissible
non-audit services provided to a fund, Amundi Pioneer and any Covered Service
Provider constitutes not more than 5% of the total amount of revenues paid to
the independent registered public accounting firm during the fiscal year in
which the permissible non-audit services are provided to (i) the fund,
(ii) Amundi Pioneer and (iii) any Covered Service Provider during the fiscal
year in which services are provided that would not have to be approved by the
Audit Committee; (b) the permissible non-audit services were not recognized by
the fund at the time of the engagement to be non-audit services; and (c) such
services are promptly brought to the attention of the Audit Committee and
approved by the Audit Committee (or its delegate(s)) prior to completion of the
audit.
37
Aggregate Non-Audit Fees
The aggregate non-audit fees billed by Deloitte & Touche 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 3/31/2017 ended 3/31/2016
------------------- -------------------
Pioneer High Income Trust $0.00 $0.00
Pioneer Municipal High Income Advantage Trust $0.00 $0.00
For the fiscal year For the fiscal year
ended 4/30/2017 ended 4/30/2016
------------------- -------------------
Pioneer Diversified High Income Trust $0.00 $0.00
Pioneer Municipal High Income Trust $0.00 $0.00
For the fiscal year For the fiscal year
ended 11/30/2016 ended 11/30/2015
------------------- -------------------
Pioneer Floating Rate Trust $0.00 $0.00
The Audit Committee of the Board of each fund has considered whether the
provision of services, other than audit services, by Deloitte & Touche LLP to
each fund and its affiliates is compatible with maintaining Deloitte & Touche
LLP's independence in performing audit services.
Representatives of Deloitte & Touche LLP will be available at the shareholder
meeting (either in person or via telephone), will have the opportunity to make
a statement should they desire to do so, and will be available to answer
questions.
38
INFORMATION CONCERNING THE MEETINGS
Outstanding shares and quorum
As of the record date, July 12, 2017, the following Common and Preferred Shares
of beneficial interest were outstanding for each fund:
Common Shares Preferred Shares
------------- ----------------
Pioneer Diversified High Income Trust 8,332,790 None
Pioneer Floating Rate Trust 24,738,174 None
Pioneer High Income Trust 29,231,771 None
Pioneer Municipal High Income Advantage Trust 23,889,020 Series A 3,000
Series B 3,000
Pioneer Municipal High Income Trust 22,771,349 Series A 2,000
Series B 2,040
Only shareholders of record as of the record date are entitled to notice of and
to vote at the meeting. The holders of one-third of the outstanding shares of
each fund entitled to vote in person or by proxy, counted together, shall
constitute a quorum for the transaction of business with respect to such fund.
Ownership of shares of the funds
To the knowledge of each fund, as of the record date, the following persons
owned of record or beneficially 5% or more of a class of the outstanding shares
of each class of a fund:
Pioneer Diversified High Income Trust
Record Holder Share Class Number of Shares % of Class
------------- ----------- ---------------- ----------
Cede & Co (Fast Account)
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 8,330,697 99.97%
Pioneer Floating Rate Trust
Record Holder Share Class Number of Shares % of Class
------------- ----------- ---------------- ----------
Cede & Co (Fast Account)
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 24,736,218 99.99%
Pioneer High Income Trust
Record Holder Share Class Number of Shares % of Class
------------- ----------- ---------------- ----------
Cede & Co (Fast Account)
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 29,166,822 99.78%
39
Pioneer Municipal High Income Advantage Trust
Record Holder Share Class Number of Shares % of Class
------------- ----------- ---------------- ----------
Cede & Co (Fast Account)
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 23,878,569 99.91%
Cross Point Capital, LLC
6230 Fairview Road
Suite 210
Charlotte, NC 28244 Series A 3,000 100.00%
Cross Point Capital, LLC
6230 Fairview Road
Suite 210
Charlotte, NC 28244 Series B 3,000 100.00%
Pioneer Municipal High Income Trust
Record Holder Share Class Number of Shares % of Class
------------- ----------- ---------------- ----------
Cede & Co (Fast Account)
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 22,758,898 99.95%
Cross Point Capital, LLC
6230 Fairview Road
Suite 210
Charlotte, NC 28244 Series A 2,000 100.00%
Cross Point Capital, LLC
6230 Fairview Road
Suite 210
Charlotte, NC 28244 Series B 2,040 100.00%
Shareholder proposals
Under Rule 14a-8 of the Exchange Act (relating to shareholder proposals), any
shareholder proposal that may properly be included in your fund's proxy
statement for the 2018 annual meeting, must be received by the Secretary of the
fund at the fund's principal offices at 60 State Street, Boston, Massachusetts
02109 at least 120 calendar days prior to the anniversary of the date of
mailing of the fund's proxy statement for the 2017 annual meeting, or on or
before April 9, 2018. A proposal that is not to be included in a fund's proxy
statement may be made at the 2018 annual meeting for such fund only if it is
received by the Secretary of the fund at the fund's principal offices at 60
State Street, Boston, Massachusetts 02109 not more than 120 days and at least
90 days before the anniversary date of the mailing of the fund's proxy
materials for the 2017 annual meeting provided, however, that in the event that
the date of the mailing of the notice for the 2018 annual meeting for a fund is
advanced or delayed by more than thirty (30) days from the
40
anniversary date of the mailing of the notice for the 2017 annual meeting,
notice by a shareholder to be timely must be so delivered not earlier than the
close of business on the 120th day prior to the date of mailing of the notice
for the 2018 annual meeting and not later than the close of business on the
later of the 90th day prior to the date of mailing of the notice for the 2018
annual meeting or the 10th day following the day on which public announcement
of the date of mailing of the notice for the 2018 meeting is first made by the
fund. The funds' By-laws require that certain information must be provided by
the shareholder to the fund when notice of a nominee for election as a Trustee
or proposal is submitted to the fund.
The submission by a shareholder of a proposal for inclusion in a proxy
statement does not guarantee that it will be included. Each of Pioneer
Diversified High Income Trust, Pioneer Floating Rate Trust, Pioneer High Income
Trust, Pioneer Municipal High Income Trust and Pioneer Municipal High Income
Advantage Trust currently expect to hold the next annual shareholders' meeting
on or about September 19, 2018, which date is subject to change. Shareholder
proposals are subject to certain regulations under the federal securities laws.
Proxies, quorum and voting at the meeting
Any shareholder who has given his or her proxy to someone generally has the
power to revoke that proxy at any time prior to its exercise by executing a
superseding proxy or by submitting a notice of revocation to the Secretary of
the fund. In addition, although mere attendance at the meeting will not revoke
a proxy, a shareholder present at the meeting may withdraw his or her proxy and
vote in person. All properly executed and unrevoked proxies received in time
for the meeting will be voted in accordance with the instructions contained in
the proxies. If no instruction is given, the persons named as proxies will vote
the shares represented thereby in favor of Proposal 1, as described above, and
will use their best judgment in connection with the transaction of such other
business as may properly come before the meeting or any adjournment or
postponement thereof.
Only shareholders of record as of the record date are entitled to notice of and
to vote at the meeting.
For each of Pioneer Diversified High Income Trust, Pioneer Floating Rate Trust
and Pioneer High Income Trust: one-third of the outstanding shares of the fund
entitled to vote, present in person or represented by proxy, constitutes a
quorum for the transaction of business at the meeting.
For each of Pioneer Municipal High Income Trust and Pioneer Municipal High
Income Advantage Trust: one-third of the outstanding Common and Preferred
Shares of the fund entitled to vote, present in person or represented by proxy,
counted together, constitutes a quorum for the transaction of business at the
meeting.
Abstentions and "broker non-votes" will be treated as present for purposes of
determining a quorum. "Broker non-votes" occur when a broker or nominee holding
shares in "street name" indicates on the proxy card that it does not have
discretionary authority to vote on a proposal and has not received instructions
from the beneficial owner.
41
In the event that at the time any session of the meeting is called to order a
quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies that have been received to adjourn the shareholder meeting
to a later date and the meeting may be held as adjourned without further
notice. In the event that a quorum is present but sufficient votes in favor of
the proposal have not been received, the persons named as proxies may propose
one or more adjournments of the shareholder meeting to permit further
solicitation of proxies with respect to such proposal and the meeting may be
held as adjourned without further notice. Any such adjournment will require the
affirmative vote of more than one half of the shares of the fund present in
person or by proxy on the motion for adjournment at the session of the meeting
to be adjourned. The persons named as proxies will vote those proxies which
they are entitled to vote in favor of any such proposal, or that abstained, in
favor of such an adjournment and will vote those proxies required to be voted
against any such proposal against any such adjournment. Unless a proxy is
otherwise limited in this regard, any shares present and entitled to vote at
the meeting that are represented by broker non-votes may, at the discretion of
the proxies named therein, be voted in favor of such an adjournment. A
shareholder vote may be taken on one or more of the proposals in the proxy
statement prior to such adjournment if sufficient votes for its approval have
been received and it is otherwise appropriate. Such vote will be considered
final regardless of whether the meeting is adjourned to permit additional
solicitation with respect to any other proposal. The meeting may be postponed
prior to the meeting. If the meeting is postponed, the funds will give notice
of the postponed meeting to shareholders.
On any matter submitted to a vote of shareholders each whole share shall be
entitled to one vote as to any matter on which it is entitled to vote and each
fractional share shall be entitled to a proportionate fractional vote.
As discussed more fully under Proposal 1 above, nominees must be elected by a
plurality of the votes cast in person or by proxy at the meeting at which a
quorum exists. Abstentions and "broker non-votes" are not considered "votes
cast" and, therefore, do not constitute a vote "FOR" a proposal. Thus,
abstentions and "broker non-votes" will have no effect on the voting for the
election of Trustees in Proposal 1, because only votes "FOR" are considered in
a plurality voting requirement.
Other business
While the meeting has been called to transact any business that may properly
come before it, the only matters that the Trustees intend to present are those
matters stated in the attached notice of annual meeting of shareholders.
However, if any additional matters properly come before the meeting, and on all
matters incidental to the conduct of the meeting, it is the intention of the
persons named in the enclosed proxy to vote the proxy in accordance with their
judgment on such matters unless instructed to the contrary.
Method of solicitation and expenses
The cost of preparing, printing and mailing the enclosed proxy statement,
accompanying notice of annual meeting of shareholders and the accompanying
proxy card for each fund will be borne by that fund. In addition to soliciting
proxies by mail, Amundi Pioneer may,
42
at the fund's expense, have one or more of the fund's officers, representatives
or compensated third-party agents, including Amundi Pioneer and Amundi Pioneer
Distributor, Inc., aid in the solicitation of proxies by personal interview or
telephone and may request brokerage houses and other custodians, nominees and
fiduciaries to forward proxy soliciting material to the beneficial owners of
the shares held of record by such persons. Each fund has retained Broadridge
Financial Solutions, Inc. to assist in the proxy solicitation. The cost of
their services is estimated at approximately $80,000.
Each fund may also arrange to have votes recorded by telephone, the internet or
other electronic means. The voting procedures used in connection with such
voting methods are designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been properly
recorded. If these procedures were subject to a successful legal challenge,
such votes would not be counted at the shareholder meeting. Each fund is
unaware of any such challenge at this time. In the case of telephone voting,
shareholders would be called at the phone number the sub-transfer agent,
American Stock Transfer & Trust Company, has in its records for their accounts,
and would be asked for their Social Security number or other identifying
information. The shareholders would then be given an opportunity to authorize
proxies to vote their shares at the meeting in accordance with their
instructions. In the case of automated telephone and internet voting,
shareholders would be required to provide their Social Security number or other
identifying information and would receive a confirmation of their instructions.
Persons holding shares as nominees will be reimbursed by the fund, upon
request, for the reasonable expenses of mailing soliciting materials to the
principals of the accounts.
August 7, 2017
43
This page for your notes.
44
This page for your notes.
45
This page for your notes.
46
22246-09-0717
PIONEER DIVERSIFIED HIGH INCOME TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 21, 2017
This proxy is solicited on behalf of the Board of Trustees of Pioneer
Diversified High Income Trust. I (we), the undersigned holder(s) of common
shares of beneficial interest, having received notice of the meeting and
management's proxy statement therefore, and revoking all prior proxies, hereby
appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of
them, my (our) attorneys (with full power of substitution in them and each of
them) for and in my (our) name(s) to attend the Annual Meeting of Shareholders
of Pioneer Diversified High Income Trust to be held on September 21, 2017, at
2:00 p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One
Federal Street, Boston, Massachusetts 02110, and any adjourned or postponed
session or sessions thereof, and to vote and act upon the following matters (as
more fully described in the accompanying proxy statement) in respect of all
common shares of beneficial interest of Pioneer Diversified High Income Trust
which I (we) will be entitled to vote or act upon, with all the powers I (we)
would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s)
exactly as they appear on this proxy. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint owners
should each sign personally.
--------------------------------------------
Signature(s) [Title(s) if applicable] Date
--------------------------------------------
Signature of joint owner, if any Date
--------------------------------------------------------------------------------
(up triangle) FOLD HERE (up triangle)
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER DIVERSIFIED HIGH
INCOME TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE
PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [_]
1. To elect three Class I trustees of Pioneer FOR WITHHOLD FOR ALL
Diversified High Income Trust, as named in the ALL ALL EXCEPT
attached proxy statement, to serve on the Board
of Trustees until their successors have been duly
elected and qualified. The nominees for trustee
are:
01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_]
Graham 03. Kenneth J. Taubes
To withhold authority to vote "FOR" any
individual nominee, mark the "FOR ALL EXCEPT" box
and write the nominee's number(s) on the line
provided below.
---------------------------------------------------
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
[www.proxyonline.com/docs/pioneerclosedendfunds.]
PIONEER FLOATING RATE TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 21, 2017
This proxy is solicited on behalf of the Board of Trustees of Pioneer Floating
Rate Trust. I (we), the undersigned holder(s) of common shares of beneficial
interest, having received notice of the meeting and management's proxy
statement therefore, and revoking all prior proxies, hereby appoint Lisa M.
Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Floating Rate Trust to be held on September 21, 2017, at 2:00 p.m. (Eastern
time) at the offices of Morgan, Lewis & Bockius LLP, One Federal Street,
Boston, Massachusetts 02110, and any adjourned or postponed session or sessions
thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of Pioneer Floating Rate Trust which I (we) will be
entitled to vote or act upon, with all the powers I (we) would possess if
personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s)
exactly as they appear on this proxy. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint owners
should each sign personally.
--------------------------------------------
Signature(s) [Title(s) if applicable] Date
--------------------------------------------
Signature of joint owner, if any Date
--------------------------------------------------------------------------------
(up triangle) FOLD HERE (up triangle)
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER FLOATING RATE TRUST
AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [_]
1. To elect three Class II trustees of Pioneer FOR WITHHOLD FOR ALL
Floating Rate Trust, as named in the attached ALL ALL EXCEPT
proxy statement, to serve on the Board of
Trustees until their successor has been duly
elected and qualified. The nominees for trustee
are:
01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_]
Graham 03. Kenneth J. Taubes
To withhold authority to vote "FOR" any
individual nominee, mark the "FOR ALL EXCEPT" box
and write the nominee's number(s) on the line
provided below.
---------------------------------------------------
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
[www.proxyonline.com/docs/pioneerclosedendfunds.]
PIONEER HIGH INCOME TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 21, 2017
This proxy is solicited on behalf of the Board of Trustees of Pioneer High
Income Trust. I (we), the undersigned holder(s) of common shares of beneficial
interest, having received notice of the meeting and management's proxy
statement therefore, and revoking all prior proxies, hereby appoint Lisa M.
Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer High
Income Trust to be held on September 21, 2017, at 2:00 p.m. (Eastern time) at
the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts 02110, and any adjourned or postponed session or sessions
thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of Pioneer High Income Trust which I (we) will be
entitled to vote or act upon, with all the powers I (we) would possess if
personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s)
exactly as they appear on this proxy. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint owners
should each sign personally.
--------------------------------------------
Signature(s) [Title(s) if applicable] Date
--------------------------------------------
Signature of joint owner, if any Date
--------------------------------------------------------------------------------
(up triangle) FOLD HERE (up triangle)
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER HIGH INCOME TRUST
AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [_]
1. To elect three Class III trustees of Pioneer High FOR WITHHOLD FOR ALL
Income Trust, as named in the attached proxy ALL ALL EXCEPT
statement, to serve on the Board of Trustees
until their successor has been duly elected and
qualified. The nominees for trustee are:
01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_]
Graham 03. Kenneth J. Taubes
To withhold authority to vote "FOR" any
individual nominee, mark the "FOR ALL EXCEPT" box
and write the nominee's number(s) on the line
provided below.
---------------------------------------------------
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
[www.proxyonline.com/docs/pioneerclosedendfunds.]
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 21, 2017
This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal
High Income Advantage Trust. I (we), the undersigned holder(s) of shares of
beneficial interest, having received notice of the meeting and management's
proxy statement therefore, and revoking all prior proxies, hereby appoint Lisa
M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Municipal High Income Advantage Trust to be held on September 21, 2017, at 2:00
p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One Federal
Street, Boston, Massachusetts 02110, and any adjourned or postponed session or
sessions thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all shares of
beneficial interest of Pioneer Municipal High Income Advantage Trust which I
(we) will be entitled to vote or act upon, with all the powers I (we) would
possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s)
exactly as they appear on this proxy. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint owners
should each sign personally.
--------------------------------------------
Signature(s) [Title(s) if applicable] Date
--------------------------------------------
Signature of joint owner, if any Date
--------------------------------------------------------------------------------
(up triangle) FOLD HERE (up triangle)
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED AS
DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH
INCOME ADVANTAGE TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE
ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING
PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [_]
1. To elect three Class II trustees of Pioneer FOR WITHHOLD FOR ALL
Municipal High Income Advantage Trust, as named ALL ALL EXCEPT
in the attached proxy statement, to serve on the
Board of Trustees until their successor has been
duly elected and qualified. The nominees for
trustee are:
01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_]
Graham 03. Kenneth J. Taubes
To withhold authority to vote "FOR" any
individual nominee, mark the "FOR ALL EXCEPT" box
and write the nominee's number(s) on the line
provided below.
---------------------------------------------------
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
[www.proxyonline.com/docs/pioneerclosedendfunds.]
PIONEER MUNICIPAL HIGH INCOME TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 21, 2017
This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal
High Income Trust. I (we), the undersigned holder(s) of shares of beneficial
interest, having received notice of the meeting and management's proxy
statement therefore, and revoking all prior proxies, hereby appoint Lisa M.
Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Municipal High Income Trust to be held on September 21, 2017, at 2:00 p.m.
(Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One Federal
Street, Boston, Massachusetts 02110, and any adjourned or postponed session or
sessions thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all shares of
beneficial interest of Pioneer Municipal High Income Trust which I (we) will be
entitled to vote or act upon, with all the powers I (we) would possess if
personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s)
exactly as they appear on this proxy. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint owners
should each sign personally.
--------------------------------------------
Signature(s) [Title(s) if applicable] Date
--------------------------------------------
Signature of joint owner, if any Date
--------------------------------------------------------------------------------
(up triangle) FOLD HERE (up triangle)
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED AS
DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH
INCOME TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE
PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [_]
1. To elect three Class II trustees of Pioneer FOR WITHHOLD FOR ALL
Municipal High Income Trust, as named in the ALL ALL EXCEPT
attached proxy statement, to serve on the Board
of Trustees until their successor has been duly
elected and qualified. The nominees for trustee
are:
01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_]
Graham 03. Kenneth J. Taubes
To withhold authority to vote "FOR" any
individual nominee, mark the "FOR ALL EXCEPT" box
and write the nominee's number(s) on the line
provided below.
---------------------------------------------------
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
[www.proxyonline.com/docs/pioneerclosedendfunds.]