UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]
Preliminary Proxy Statement
[ ] Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ]
Definitive Additional Materials
[ ] Soliciting
Material Pursuant to §240.14a-12
Pioneer
Municipal High Income Advantage FUND, INC.
Pioneer
Municipal High Income FUND, INC.
Pioneer
Municipal High Income OPPORTUNITIES FUND, INC.
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(Name of Registrant(s) as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ]
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate
number of securities to which transaction applies:
3) Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed
maximum aggregate value of transaction:
5) Total
fee paid:
[ ] Fee
paid previously with preliminary materials.
[ ] Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount
Previously Paid:
2) Form,
Schedule or Registration Statement No.:
3) Filing
Party:
4) Date
Filed:
PIONEER MUNICIPAL HIGH INCOME FUND, INC. (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. (MAV)
PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)
60 State Street
Boston, Massachusetts 02109
(800) 591-6309
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED FOR OCTOBER 3, 2024
To the stockholders of Pioneer Municipal High Income Fund, Inc.,
Pioneer Municipal High Income Advantage Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc.:
The annual meeting of stockholders (the annual meeting)
of each of Pioneer Municipal High Income Fund, Inc., Pioneer Municipal High Income Advantage Fund, Inc. and Pioneer Municipal High Income
Opportunities Fund, Inc. (each, a fund and, collectively, the funds) is scheduled to be held at the offices of
Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, on Thursday, October 3, 2024 at 3:00 p.m., Eastern time,
for the following purposes:
1. |
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To consider and vote upon the election of Directors as named in the attached proxy statement: |
a. |
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For each of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc., to elect three class III Directors, two to be elected by the holders of shares of common stock of the applicable fund and preferred stock of the applicable fund voting together as a single class, and one to be elected by the holders of shares of preferred stock of the applicable fund voting as a separate class. Each elected Director will serve until the third annual meeting following his election and until his successor is duly elected and qualifies; and |
b. |
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For Pioneer Municipal High Income Opportunities Fund, Inc., to elect four Directors: |
(i) |
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three Class III Directors, to be elected by the holders of shares of common stock. Each elected Director will serve until the third annual meeting following his election and until his successor is duly elected and qualifies; and |
(ii) |
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one Class II Director, to be elected by the holders of shares of common stock. The elected Director will serve until the second annual meeting following her election and until her successor is duly elected and qualifies; and |
2. |
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To consider and vote upon any other business that may properly come before the annual meeting or any adjournments, postponements, continuation or rescheduling thereof. |
The Board of Directors (the Board) of each fund knows
of no business other than that mentioned in this Notice of Annual Meeting of Stockholders that will be presented for consideration at
the annual meeting. If any other matters are properly presented at the annual meeting, it is the intention of the persons named as proxies
by the Board to vote on such matters in accordance with their discretion.
Each fund will hold a separate meeting. Stockholders of each fund
will vote separately. The election of Directors for one fund is not contingent upon the election of Directors for any other fund.
The Board has fixed the close of business on August 9, 2024 as the
record date for the determination of the stockholders entitled to notice of and to vote at each funds annual meeting and any adjournments,
postponements, continuation or rescheduling thereof.
Please read this Proxy Statement
carefully and authorize a proxy to vote your shares on the enclosed WHITE proxy
card or by internet or telephone as recommended by the Board. Whether or not you expect to attend the annual meeting, and in order to
facilitate timely receipt of your proxy vote, we urge you to sign, date and return the enclosed WHITE proxy
card or authorize a proxy to vote your shares by internet or telephone as promptly as possible. Voting now will not limit your right to
change your vote or to attend the annual meeting.
You may receive proxy solicitation materials from Saba Capital Management,
L.P. and certain of its affiliates (Saba Capital) and/or other persons or entities affiliated with Saba Capital, including
an opposition proxy statement and proxy card. Please be advised that the funds are not responsible for the accuracy of any information
provided by or relating to Saba Capital contained in any proxy solicitation materials filed or disseminated by Saba Capital or any other
statements that may be made by Saba Capital and/or other persons or entities affiliated with Saba Capital.
Do not send back any proxy card
other than the enclosed WHITE proxy
card, as this will cancel your prior vote for your Boards nominees. The proxy card you submit with the latest date is the proxy
card that will be counted. If you have previously returned
a proxy card sent to you by Saba Capital, you can change your vote (i) by signing, dating and returning the enclosed WHITE proxy
card in the postage-paid envelope provided herewith; (ii) by recording your voting instructions via telephone or the internet following
the instructions on the enclosed WHITE proxy
card; or (iii) by voting at the annual meeting.
If you hold your shares through a
broker-dealer, the broker-dealer is the record holder of your shares. If you do not give voting instructions to your broker-dealer,
your broker-dealer will not be able to vote your shares with respect to the election of Directors. We urge you to instruct your broker-dealer
to vote your shares on the WHITE proxy
card.
If you sign the WHITE proxy
card, but do not fill in a vote, your shares will be voted FOR the Boards Director nominees. If any other business
is brought before the annual meeting your shares will be voted at the discretion of the proxy holders named on the WHITE proxy
card in accordance with their discretion, subject to compliance with Rule 14a-4(c) of the Exchange Act.
If you have any questions or require any assistance with voting
your shares, please contact our proxy solicitor: EQ Fund Solutions, LLC, toll free at (800) 591-6309.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON OCTOBER 3, 2024: This Notice and the attached Proxy Statement are available on the Internet at https://proxyonline.com/pioneer/docs/proxy.pdf.
By Order of each
Board of Directors,
Christopher J. Kelley, Chief Legal Officer and Secretary
Boston, Massachusetts
August 19, 2024
33905-00-0824
IMPORTANT
It is important that your shares be
represented at the annual meeting, no matter how many or how few shares you own. Whether or not you expect to attend the annual meeting,
and in order to facilitate timely receipt of your proxy vote, we urge you to sign, date and return the enclosed WHITE proxy
card or vote by internet or telephone as promptly as possible. Stockholders
who execute a proxy card may nevertheless revoke their proxy and attend and vote their shares at the annual meeting. Street name
stockholders who wish to vote their shares at the annual meeting will need to obtain a legal proxy from the broker in whose name their
shares are registered. The instructions for voting by Internet or telephone are provided on the enclosed WHITE proxy
card.
Your Board strongly urges you not to
sign or return any proxy card or voting instruction form that you may receive from Saba Capital or any person other than the Funds, even
to withhold votes on Saba Capitals Director nominee, as this will cancel your prior vote for your Boards nominees. Any
proxy card from Saba Capital that you sign and return for any reason will invalidate previous WHITE proxy
cards you signed and returned.
Only your latest dated, signed proxy card or voting instruction form
will be counted. Any proxy card may be revoked at any time prior to its exercise at the 2024 annual meeting as described in this Proxy
Statement.
IMPORTANT!
PLEASE SIGN, DATE, AND MAIL THE
ENCLOSED WHITE PROXY CARD TODAY!
WE URGE YOU NOT TO
SIGN ANY PROXY CARD OR
VOTING INSTRUCTION FORM SENT TO YOU BY SABA CAPITAL
OR ANY PERSON OTHER THAN THE FUND
Remember, you can also vote your shares by telephone or via
the Internet.
Please follow the easy instructions on the enclosed WHITE proxy
card.
If you have any questions or need assistance in voting
your shares, please contact our proxy solicitor:
EQ Fund Solutions, LLC, toll free at (800) 591-6309.
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TABLE OF CONTENTS |
INTRODUCTION |
1 |
WHO IS ELIGIBLE TO VOTE |
3 |
INFORMATION CONCERNING THE MEETING |
4 |
WHY DID YOU SEND ME THIS PROXY STATEMENT? |
4 |
WHAT IS THE PURPOSE OF THE ANNUAL MEETING? |
4 |
WHY IS THIS YEARS ANNUAL MEETING SO IMPORTANT? |
4 |
WHAT ARE THE BOARDS VOTING RECOMMENDATIONS? |
5 |
ARE STOCKHOLDERS BEING ASKED TO CONSIDER ANY PROPOSALS RELATED TO THE |
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COMBINATION OF THE FUNDS ADVISER, AMUNDI ASSET MANAGEMENT US, INC. |
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WITH VICTORY CAPITAL HOLDINGS, INC. AT THE ANNUAL MEETING? |
5 |
WHAT SHOULD I DO IF I RECEIVE A PROXY CARD OR VOTING INSTRUCTION FORM |
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FROM SABA CAPITAL? |
6 |
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE WHITE PROXY CARD OR VOTING |
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INSTRUCTION FORM? |
6 |
I SHARE AN ADDRESS WITH ANOTHER STOCKHOLDER, AND WE RECEIVED ONLY ONE |
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PROXY CARD OR VOTING INSTRUCTION FORM. HOW MAY I OBTAIN AN ADDITIONAL |
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COPY OF THE PROXY MATERIALS? |
7 |
WHO CAN VOTE AT THE ANNUAL MEETING? |
7 |
HOW MANY VOTES DO I HAVE? |
7 |
WHAT IS THE DIFFERENCE BETWEEN A RECORD HOLDER AND A |
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BENEFICIAL OWNER? |
7 |
IF I AM A STOCKHOLDER OF RECORD OF THE FUNDS SHARES, HOW DO I VOTE? |
8 |
IF I AM A BENEFICIAL OWNER OF THE FUNDS SHARES HELD IN STREET NAME, |
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HOW DO I VOTE? |
8 |
HOW WILL WHITE PROXY CARDS BE VOTED? |
8 |
WHAT HAPPENS IF I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS ON THE |
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WHITE PROXY CARD? |
8 |
CAN I CHANGE MY VOTE AFTER I HAVE VOTED? |
9 |
WHO WILL PAY THE COSTS OF THE FUNDS PROXY SOLICITATION? |
9 |
HOW CAN I ATTEND THE ANNUAL MEETING? |
9 |
WHAT OTHER INFORMATION SHOULD I KNOW IN DECIDING HOW TO VOTE? |
10 |
HOW CAN I OBTAIN ADDITIONAL COPIES OF THESE MATERIALS OR COPIES OF |
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OTHER DOCUMENTS? |
10 |
WHO CAN ANSWER MY QUESTIONS? |
10 |
BACKGROUND OF THE SOLICITATION |
10 |
PROPOSAL 1 ELECTION OF DIRECTORS |
16 |
GENERAL |
16 |
DIRECTOR CLASS DESIGNATIONS AND TERMS OF OFFICE |
22 |
INFORMATION REGARDING THE BOARDS NOMINEES AND OTHER DIRECTORS |
23 |
RESPONSIBILITIES OF THE BOARD OF DIRECTORS |
33 |
BOARD COMMITTEES |
34 |
AUDIT COMMITTEE REPORT |
36 |
OVERSIGHT OF RISK MANAGEMENT |
39 |
MATERIAL RELATIONSHIPS OF THE INDEPENDENT DIRECTORS |
42 |
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EXECUTIVE OFFICERS OF THE FUNDS |
42 |
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS |
44 |
INVESTMENT ADVISER AND ADMINISTRATOR |
45 |
REQUIRED STOCKHOLDER VOTE |
45 |
BOARD RECOMMENDATION |
46 |
AUDITOR INFORMATION |
47 |
AUDIT FEES |
47 |
AUDIT-RELATED FEES |
48 |
TAX FEES |
48 |
ALL OTHER FEES |
49 |
AFFILIATES FEES FOR NON-AUDIT SERVICES REQUIRED TO BE PRE-APPROVED |
49 |
GENERAL AUDIT COMMITTEE APPROVAL POLICY |
49 |
AGGREGATE NON-AUDIT FEES |
50 |
INFORMATION CONCERNING THE MEETINGS |
52 |
OUTSTANDING SHARES AND QUORUM |
52 |
OWNERSHIP OF SHARES OF THE FUNDS |
52 |
STOCKHOLDER PROPOSALS |
55 |
PROXIES, QUORUM AND VOTING AT THE ANNUAL MEETING |
56 |
ADJOURNMENTS |
58 |
METHOD OF SOLICITATION AND EXPENSES |
58 |
OTHER MATTERS |
60 |
APPENDIX A: SUPPLEMENTAL INFORMATION CONCERNING PARTICIPANTS |
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PROXY STATEMENT OF
PIONEER MUNICIPAL HIGH INCOME FUND, INC. (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. (MAV)
PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)
60 State Street
Boston, Massachusetts 02109
(800) 591-6309
PLEASE SIGN, DATE, AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY!
ANNUAL MEETING OF STOCKHOLDERS
This proxy statement contains the information you should know before
voting on the proposal described below.
Each fund will furnish without charge a copy of its most recent
annual report and any more recent semi-annual report to any stockholder upon request. Stockholders who want to obtain a copy of a funds
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 and the enclosed
WHITE proxy card are being furnished
by the Board of Directors (the Board) of each of Pioneer Municipal High Income Fund, Inc., Pioneer Municipal High Income Advantage
Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc. (each, a fund and, collectively, the funds)
to solicit proxies to be voted at the annual meeting of stockholders (the annual meeting) of each fund. Participating in the
annual meeting are holders of shares of common stock, $0.001 par value per share (the Common Stock), of each fund and
the holders of shares of preferred stock, $0.001 par value per share (the Preferred Stock), of Pioneer Municipal High
Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. Each meeting is scheduled to be held at the offices of Morgan,
Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, at 3:00 p.m., Eastern Time, on Thursday, October 3, 2024, and
at any adjournment, postponement, continuation, or rescheduling thereof, for the purposes as set forth in the accompanying Notice of Annual
Meeting of Stockholders. You may call the funds at 1-800-710-0935 for information on how to obtain directions to be able to attend the
annual meeting and vote in person.
This proxy statement and the enclosed
WHITE proxy card are being mailed
to stockholders of each fund on or about August 19, 2024. The annual report for each fund for its most recently completed fiscal year
previously was mailed to stockholders.
1
This annual meeting is very important
because, as of August 8, 2024, Saba Capital Management, L.P. (Saba Capital) has acquired approximately 15.72% of the outstanding
shares of common stock of Pioneer Municipal High Income Fund, Inc. (MHI), 12.98% of the outstanding shares of common stock
of Pioneer Municipal High Income Advantage Fund, Inc. (MAV), and 10.60% of the outstanding shares of common stock of Pioneer
Municipal High Income Opportunities Fund, Inc. (MIO). Saba Capital is an activist investor that frequently targets registered
closed-end investment funds. On March 28, 2024, Saba Capital provided each Fund with a notice (the Saba Capital Stockholder Notice)
disclosing its intention to nominate one candidate for election to the Board of each Fund at the annual meeting in opposition to the highly
qualified and very experienced nominees recommended by the Board. The Board unanimously recommends that you vote on the enclosed WHITE proxy
card FOR all of the Boards nominees, each of whom is a current Director.
Please read this Proxy Statement
carefully and vote on the enclosed WHITE proxy
card as recommended by the Board. Whether or not you expect to attend the annual meeting, and in order to facilitate timely receipt of
your proxy vote, we urge you to sign, date and return the enclosed WHITE proxy
card or authorize a proxy to vote your shares by internet or telephone as promptly as possible. Voting now will not limit your right to
change your vote or to attend the annual meeting.
If Saba Capital proceeds with its solicitation of proxies for the
election of its candidate as a Director at the annual meeting, you may receive proxy solicitation materials from Saba Capital and/or other
persons or entities affiliated with Saba Capital, including an opposition proxy statement and proxy card. Please be advised that the funds
are not responsible for the accuracy of any information provided by or relating to Saba Capital contained in any proxy solicitation materials
filed or disseminated by Saba Capital or any other statements that may be made by Saba Capital and/or other persons or entities affiliated
with Saba Capital.
Do not send back any proxy card
other than the enclosed WHITE proxy
card, even to withhold votes on Saba Capitals Director nominee, as this will cancel your prior vote on any previously submitted
WHITE proxy card for your Boards nominees.
The proxy card you submit with the latest date is the proxy card that will be counted. If you have previously returned a proxy card sent
to you by Saba Capital, you can change your vote (i) by signing, dating and returning the enclosed WHITE proxy
card in the postage-paid envelope provided herewith; (ii) by recording your voting instructions via telephone or the internet following
the instructions on the enclosed WHITE proxy
card; or (iii) by voting at the annual meeting.
2
WHO IS ELIGIBLE TO VOTE
Stockholders of record of each fund as of the close of business on
August 9, 2024 (the record date) are entitled to vote on all of the funds business at the annual meeting and any adjournments,
postponements, continuation, or rescheduling thereof.
On any matter submitted to a vote of stockholders, each whole share
shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate
fractional vote.
Even if you plan to attend the annual
meeting, please sign, date and return the enclosed WHITE proxy
card, or provide voting instructions by telephone or over the Internet. All properly executed WHITE proxy
cards received prior to the annual meeting will be voted at the meeting. Each WHITE proxy
card will be voted in accordance with its instructions; if no instruction is given, an executed WHITE proxy
card will authorize the persons named on such proxy card as proxies, or any of them, to vote in favor of the election of each of the Boards
recommended Director nominees named on such WHITE proxy
card.
If you authorize a proxy to vote your
shares by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on
your WHITE proxy card. This code
is designed to confirm your identity, provide access into the voting site and confirm that your instructions are properly recorded.
Stockholders of each fund will only vote on proposals relating to
their fund.
The Board knows of no business other than that mentioned in the Notice
of Annual Meeting of Stockholders that will be presented for consideration at the annual meeting. If any other matters are properly presented
at the annual meeting, it is the intention of the persons named as proxies to vote on such matters in accordance with their discretion.
An executed WHITE proxy
card delivered to a fund is revocable by the person giving it, prior to its exercise, by a signed writing filed with the funds Secretary,
by executing and delivering a later dated proxy, or by attending and voting at the meeting. Merely attending the meeting will not revoke
a previously executed proxy.
If you hold your shares through a
broker-dealer, the broker-dealer is the record holder of your shares. Pursuant to the rules of the New York Stock Exchange (the NYSE),
if you do not give voting instructions to your broker-dealer, your broker-dealer will not be able to vote your shares with respect to
the election of Director nominees or any other proposal. We urge you to instruct your broker-dealer to vote your shares with the enclosed
WHITE proxy card. Please consult
with your broker-dealer regarding your ability to revoke voting instructions after they have been provided.
If you have any questions or require any assistance with voting
your shares, please contact our proxy solicitor: proxy solicitor: EQ Fund Solutions, LLC, toll free at (800) 591-6309.
3
INFORMATION CONCERNING THE MEETING
Why did you send me this Proxy Statement?
We sent you this Proxy Statement and
the accompanying WHITE proxy
card because the Board is soliciting your proxy to vote at the annual meeting scheduled to be held on Thursday, October 3, 2024, at 3:00
p.m. (Eastern Time), and at any adjournments, postponements, continuation or rescheduling of the annual meeting. This Proxy Statement
provides you with information that you should review before making a voting decision with regards to any of the matters described in this
Proxy Statement.
Please read this Proxy Statement
carefully and vote on the enclosed WHITE proxy
card as recommended by the Board. Whether or not you expect to attend the annual meeting, and in order to facilitate timely receipt of
your proxy, we urge you to sign, date and return the enclosed WHITE proxy
card or vote by internet or telephone as promptly as possible. Do not send back any proxy card other than the enclosed WHITE proxy
card.
What is the purpose of the annual meeting?
The annual meeting will be held for the following purposes:
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For each of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc., to consider and vote upon the election of three class III Directors, two to be elected by the holders of shares of Common Stock of the applicable fund and Preferred Stock of the applicable fund voting together as a single class, and one to be elected by the holders of shares of Preferred Stock of the applicable fund, voting as a separate class. Each elected Director will serve until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies; and |
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For Pioneer Municipal High Income Opportunities Fund, Inc., to consider and vote upon the election of four Directors: |
(i) three Class III Directors, to be elected by
the holders of shares of Common Stock. Each elected Director will serve until the third annual meeting following his or her election and
until his or her successor is duly elected and qualifies; and
(ii) one Class II Director, to be elected by the
holders of shares of Common Stock. The elected Director will serve until the second annual meeting following her election and until her
successor is duly elected and qualifies; and
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To consider any other business that may properly come before the annual meeting or any adjournments, postponements, continuation, or rescheduling thereof. |
Why is this years annual meeting so important?
This annual meeting is very important because Saba Capital, an
activist investor that frequently targets registered closed-end investment funds, provided each fund with a notice on March 28, 2024 (the
Saba Capital Stockholder Notice) disclosing its intention
4
to nominate one candidate for election to the Board of each fund
at the annual meeting in opposition to the highly qualified and very experienced nominees recommended by the Board.
The fund does not intend to prevent
Saba Capital from presenting at the annual meeting its proposed nominee. Accordingly, the Board unanimously recommends that you vote on
the enclosed WHITE proxy card
FOR all of the Boards nominees, each of whom is a current Director.
What are the Boards voting recommendations?
Each funds Board is composed
of nine highly qualified individuals, seven of whom are Independent Directors, each committed to fostering the funds long-term ability
to achieve its investment objective. After careful consideration, the Board unanimously recommends that, using the WHITE proxy
card accompanying this Proxy Statement, you vote FOR all of the Boards Director nominees named in this Proxy
Statement (for Pioneer Municipal High Income Advantage Fund, Inc. and Pioneer Municipal High Income Fund, Inc.: Craig C. MacKay, Thomas
J. Perna and Fred J. Ricciardi; and for Pioneer Municipal High Income Opportunities Fund, Inc.: Diane Durnin, Craig C. MacKay, Thomas
J. Perna and Fred J. Ricciardi).
Proposal 1 Election of Directors
As noted above, Saba Capital has disclosed
its intention to nominate one candidate for election to the Board of each fund at the annual meeting in opposition to the highly qualified
and very experienced nominees recommended by the Board. The Board does NOT endorse
the nominee of Saba Capital and unanimously recommends that you vote on the WHITE proxy
card FOR all of the Director nominees recommended by the Board and named in this Proxy Statement (for Pioneer Municipal
High Income Advantage Fund, Inc. and Pioneer Municipal High Income Fund, Inc.: Craig C. MacKay, Thomas J. Perna and Fred J. Ricciardi;
and for Pioneer Municipal High Income Opportunities Fund, Inc.: Diane Durnin, Craig C. MacKay, Thomas J. Perna and Fred J. Ricciardi),
each of whom currently serves as a valued member of the Board. Do not send back any proxy card other than the enclosed WHITE proxy
card.
See PROPOSAL 1 ELECTION OF DIRECTORS.
Are stockholders being asked to consider any proposals related
to the combination of the funds adviser, Amundi Asset Management US, Inc. with Victory Capital Holdings, Inc. at the annual meeting?
No. Any request to consider such a proposal would happen at a later
date.
On July 9, 2024, Amundi, the parent company of Amundi Asset Management
US, Inc. (the Adviser), each funds investment adviser, announced that it had entered into a definitive agreement with
Victory Capital Holdings, Inc. (Victory Capital) to combine the Adviser with Victory Capital, and for Amundi to become a strategic
shareholder of Victory Capital (the Transaction). The closing of the Transaction is subject to certain regulatory approvals
and other conditions. There is no assurance that the Transaction will close.
5
The closing of the Transaction would cause each funds current
investment advisory agreement with the Adviser to terminate. Under the terms of the Transaction, each funds Board of Directors will
be asked to approve a new investment advisory agreement for the fund with Victory Capital Management Inc., an affiliate of Victory Capital.
If approved by the Board, each funds new investment advisory agreement will be submitted to the stockholders of the fund for their
approval at a special meeting of stockholders. There is no assurance that the Board of a fund will approve the new investment advisory
agreement. Other changes to the funds, including changes to each funds Board, also may be submitted to stockholders for their approval.
Neither the Governance and Nominating Committee nor the Board of Directors have considered any other proposed directors.
Stockholders are not being asked to consider approval of a new investment
advisory agreement or any other proposals related to the Transaction at this annual meeting.
What should I do if I receive a proxy card or voting instruction
form from Saba Capital?
If Saba Capital proceeds with its solicitation of proxies for the
election of its candidate as a Director at the annual meeting, you may receive proxy solicitation materials from Saba Capital and/or other
persons or entities affiliated with Saba Capital, including an opposition proxy statement and proxy card. Please be advised that the funds
are not responsible for the accuracy of any information provided by or relating to Saba Capital contained in any proxy solicitation materials
filed or disseminated by Saba Capital or any other statements that may be made by Saba Capital and/or other persons or entities affiliated
with Saba Capital.
DO NOT sign
or return any proxy card or voting instruction form that may be sent to you by Saba Capital or any party other than the funds, even
to withhold votes on Saba Capitals Director nominee, as this will cancel any previously submitted vote on a WHITE proxy
card or voting instruction form for your Boards nominees. If
you submit a proxy card other than the WHITE proxy
card, you may revoke that proxy by authorizing your proxy to vote FOR the Boards nominees by telephone or the
Internet by following the instructions on the WHITE proxy
card or the voting instruction form provided by your broker or by completing, signing, dating, and returning the enclosed WHITE proxy
card prior to the annual meeting. Only the latest validly executed proxy card or voting instruction form that you submit will be counted.
What does it mean if I receive
more than one WHITE proxy card or voting
instruction form?
You may receive more than one WHITE proxy
card or voting instruction form. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting
instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered
in more than one name, you may receive more than one WHITE proxy
card. To ensure that all of your shares are voted, please vote using each voting instruction form that you receive or complete, sign,
date and return each WHITE proxy
card that you receive.
6
I share an address with another stockholder, and we received only
one proxy card or voting instruction form. How may I obtain an additional copy of the proxy materials?
The funds have adopted a procedure approved by the SEC called householding.
Under this procedure, the funds deliver one set of proxy materials to multiple stockholders who share the same address unless the funds
have received contrary instructions from one or more of the stockholders.
This procedure potentially means extra convenience for stockholders
and reduces the funds printing and mailing costs as well as the environmental impact of its annual meetings. Stockholders who participate
in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, the funds will deliver
promptly a separate copy of this Proxy Statement to any stockholder at a shared address to which the funds delivered a single copy of
the proxy materials. If you are a stockholder who shares an address with another stockholder and would like only one copy of future proxy
materials for your household, you may notify your broker if your shares are held in a brokerage account or notify us if you are the stockholder
of record.
To receive free of charge a separate copy of the proxy materials,
stockholders may contact EQ Fund Solutions, LLC, toll free at (800) 591-6309.
Stockholders who hold shares in street name (as described
below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.
Who can vote at the annual meeting?
Only stockholders of record as of the close of business on the record
date, August 9, 2024, (the Record Date) are entitled to notice of and to vote at each funds annual meeting.
How many votes do I have?
Stockholders as of the close of business on the Record Date will be
entitled to one vote as to any matter on which they are entitled to vote and each fractional share shall be entitled to a proportionate
fractional vote
What is the difference between a record holder and
a beneficial owner?
If your shares are registered directly in your name, you are considered
the record holder of your shares. If, on the other hand, your shares are held in a brokerage account or by a bank or other
intermediary, you are considered the beneficial owner of shares held in street name. As a beneficial owner, you have the right
to direct your broker or other intermediary on how to vote and you are also invited to attend the meeting. Since a beneficial owner is
not the record holder, you may not vote these shares at the meeting unless you obtain a legal proxy from your broker or other
intermediary that holds your shares, giving you the right to vote your shares at the meeting. Your broker or other intermediary has provided
you with instructions regarding how to direct the voting of your shares.
7
If I am a stockholder of record of a funds shares, how do
I vote?
If you are a stockholder of record, there are four ways to vote:
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At the Annual Meeting. You may vote at the annual meeting by requesting a ballot when you arrive. You must bring valid picture identification such as a drivers license or passport and proof of record stock ownership as of the Record Date. |
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Via the Internet. You may authorize a proxy to vote your shares via the Internet by following the instructions included on the WHITE proxy card or voting instruction form included with your materials. |
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By Telephone. You may authorize a proxy to vote your shares by calling the toll free number found on the WHITE proxy card or voting instruction form included with your materials. |
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By Mail. You may authorize a proxy to vote your shares by filling out the WHITE proxy card or voting instruction form and returning it in the envelope provided. |
If I am a beneficial owner of a funds shares held in street
name, how do I vote?
If you are a beneficial owner of shares held in street name, there
are two ways to vote:
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At the Annual Meeting. If you are a beneficial owner of shares held in street name and wish to vote at the annual meeting, you must obtain a legal proxy from the organization that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in street name at the annual meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy. You must bring a copy of the legal proxy to the annual meeting and ask for a ballot when you arrive. You must also bring valid picture identification such as a drivers license or passport and proof that the organization that holds your shares held such shares on the Record Date. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to be provided to the inspector of election. |
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By proxy. If you are a beneficial owner of shares held in street name, this Proxy Statement and accompanying materials have been forwarded to you by the organization that holds your shares. Such organization will vote your shares in accordance with your instructions using the methods set forth in the information provided to you by such organization. |
How will WHITE proxy
cards be voted?
All properly executed and unrevoked
WHITE proxy cards received in
time for the annual meeting will be voted in accordance with the instructions contained in such proxies.
What happens if I do not give specific
voting instructions on the WHITE proxy
card?
If the WHITE proxy
card is signed and returned to the funds without giving specific voting instructions, the persons named as proxy holders on the WHITE proxy
card will vote the shares represented thereby FOR all of the Boards Director nominees, and, with respect
8
to any other matters properly presented for a vote at the annual meeting,
at the discretion of such proxy holders, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the
Exchange Act).
The Board has named Lisa M. Jones, Christopher J. Kelley, and Thomas
Reyes, or any of them, as proxies, each with the full power to appoint his or her substitute, and has authorized each of them to represent
and to vote each funds shares as directed by stockholders.
Can I change my vote after I have voted?
You may revoke your proxy and change your vote at any time before
the taking of the vote at the annual meeting. Prior to the applicable cutoff time, you may change your vote using the Internet or telephone
methods described above, in which case only your latest Internet or telephone proxy submitted prior to the annual meeting will be counted.
You may also revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a
later date, or by attending and voting at the annual meeting. However, your attendance at the annual meeting will not automatically revoke
your proxy unless you properly vote at the annual meeting or specifically request that your prior proxy be revoked by delivering a written
notice of revocation to the funds Secretary at 60 State Street, Boston, Massachusetts 02109.
If you voted using the proxy card
sent to you by Saba Capital, you can revoke it by signing, dating, and returning the WHITE proxy
card or voting instruction form in the postage-paid envelope provided or by submitting your proxy by telephone or by Internet by following
the instructions on the WHITE proxy
card or voting instruction form. Only your last-dated proxy or voting instruction form will count any proxy or voting instruction
form may be revoked at any time prior to its exercise at the annual meeting. If you decide to attend the annual meeting and wish to change
your proxy vote, you may do so automatically by voting at the annual meeting.
Who will pay the costs of the funds proxy solicitation?
The funds are paying the costs of
their solicitation of proxies, including, but not limited to, the cost of preparing, printing, and mailing this Proxy Statement, accompanying
Notice of Annual Meeting of Stockholders, and the accompanying WHITE proxy
card. These costs are estimated at approximately $1,400,000. The funds may also reimburse brokerage firms, banks, broker-dealers,
or other similar organizations for the cost of forwarding proxy materials to beneficial owners of the shares held of record by such persons.
How can I attend the annual meeting?
The funds will admit to the annual meeting: (i) all stockholders
of record of a fund as of the Record Date; (ii) persons holding proof of beneficial ownership thereof at the Record Date, such as a letter
or account statement from a broker; (iii) persons who have been granted valid proxies; and (iv) such other persons that the funds, in
their sole discretion, may elect to admit. For information on how to attend the annual meeting, you may contact the funds proxy
solicitor, EQ Fund Solutions, LLC, toll free at (800) 591-6309.
9
What other information should I know in deciding how to vote?
Please read the entire Proxy Statement because it contains important
information about the Boards Director nominees and other important information about the funds and the Board.
If Saba Capital proceeds with its solicitation of proxies for the
election of its candidate as Director at the annual meeting, you will receive an opposing proxy statement and proxy card or other proxy
solicitation materials from Saba Capital and/or other persons or entities affiliated with Saba Capital. The funds are not responsible
for the accuracy of any information provided by or relating to Saba Capital contained in any proxy solicitation materials filed or disseminated
by, or on behalf of, Saba Capital and/or other persons or entities affiliated with Saba Capital, or any other statements it or they may
otherwise make.
How can I obtain additional copies of these materials or copies
of other documents?
This Proxy Statement and all other solicitation materials in connection
with this proxy solicitation will be available on the internet, free of charge, at the SECs website https:// www.edgar.sec.gov.
Each fund will furnish without charge a copy of its Annual Report for the most recent fiscal year and any more recent semi-annual report
to any stockholder upon request. Stockholders who want to obtain a copy of a funds reports should direct all written requests to
the attention of the funds, at the address listed above, or should call the funds at (800) 710-0935. A copy of each funds Annual
Report for the most recent fiscal year is also available from Amundi USs website at amundi.com/US. You may also contact EQ Fund
Solutions, LLC for additional copies of either this Proxy Statement, other solicitation materials in connection with this proxy solicitation,
or a funds Annual Report for the most recent fiscal year.
Who can answer my questions?
Your vote at this years annual
meeting is very important, no matter how many or how few shares you own. Whether or not you expect to attend the annual meeting, and
in order to facilitate timely receipt of your proxy vote, we respectfully urge you to sign, date and return the enclosed WHITE proxy
card as promptly as possible. Voting now will not limit your right to change your vote or to attend the annual meeting. If
you have questions or require assistance in the voting of your shares, please call EQ Fund Solutions, LLC, the firm assisting the funds
in the solicitation of proxies, toll free at (800) 591-6309,
BACKGROUND OF THE SOLICITATION
The following is a chronology of the material contacts and events
in each funds relationship with Saba Capital leading up to the filing of this Proxy Statement:
PIONEER MUNICIPAL HIGH INCOME FUND, INC. (MHI)
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On August 31, 2023, Saba Capital Management, L.P. (Saba Capital) filed with the U.S. Securities and Exchange Commission (SEC) its initial Schedule 13G reporting that it had become the beneficial owner of 5.13% of the funds outstanding shares of Common Stock. In its Schedule 13G, Saba Capital checked the box that it was eligible to file the Schedule 13G rather than a Schedule 13D pursuant to Rule 13d-1(c) which is the |
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passive investor exemption. In other
words, by checking the Rule 13d-1(c) exemption box, Saba was claiming that it had not acquired the funds securities with any purpose,
or with the effect, of changing or influencing the control of the fund (or in connection with or as a participant in any transaction having
that purpose or effect).
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On October 3, 2023, Saba Capital filed with the SEC Amendment No. 1 to its Schedule 13G reporting that it had increased its beneficial ownership to 10.4% of the funds outstanding shares of Common Stock. |
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On January 5, 2024, Saba Capital filed with the SEC its initial Schedule 13D reporting that it had increased its beneficial ownership to 14.10% of the funds outstanding shares of Common Stock. Saba Capital also disclosed that it was on January 4, 2024 that it became required to file a Schedule 13D meaning that on such date it was no longer entitled to rely on the passive investor exemption that it had used to justify filing on Schedule 13G pursuant to Rule 13d-1(c). Saba Capital also disclosed in its Schedule 13D that, during the sixty days prior to filing of its Schedule 13D, it had acquired beneficial ownership of an additional 480,319 shares of Common Stock of the fund representing approximately 2% of the funds 22,771,349 shares of Common Stock outstanding at such time. |
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On March 28, 2024, Saba Capital Master Fund, Ltd., a private fund advised by Saba Capital, delivered a notice (the Saba Capital Stockholder Notice) to the fund notifying it of Saba Capitals intention to nominate one nomineePaul Kazarian to stand for election to the Board at the 2024 annual meeting. |
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Also, on March 28, 2024, the fund acknowledged receipt of the Saba Capital Stockholder Notice |
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On April 1, 2024, Saba Capital filed with the SEC Amendment No. 1 to its Schedule 13D reporting that the Saba Capital Stockholder Notice had been delivered to the fund, and that Saba Capital had increased its beneficial ownership to 14.93% of the funds outstanding shares of Common Stock. |
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On May 3, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 15.08% of the funds outstanding shares of Common Stock. |
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On May 7, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 15.10% of the funds outstanding shares of Common Stock. |
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On May 15, 2024, members of the Board of the fund interviewed the proposed nominee in accordance with the provisions of the funds Bylaws. |
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On May 17, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 15.15% of the funds outstanding shares of Common Stock. |
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On May 23, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 15.16% of the funds outstanding shares of Common Stock. |
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On July 15, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 15.37% of the funds outstanding shares of Common Stock. |
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On July 29, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership to 15.42% of the funds outstanding shares of Common Stock. On July 29, 2024, Saba Capital also filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 15.42% of the funds outstanding shares of Common Stock. |
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On each of August 2, 2024 and August 5, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership to 15.48% of the funds outstanding shares of Common Stock. On each of August 2, 2024 and August 5, 2024, Saba Capital also filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 15.48% of the funds outstanding shares of Common Stock. |
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On August 8, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership to 15.72% of the funds outstanding shares of Common Stock. On August 8, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 15.72% of the funds outstanding shares of Common Stock. |
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On August 9, 2024, the fund filed a preliminary form of this proxy statement with the SEC. |
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On August 19, 2024, the fund filed the definitive form of this proxy statement with the SEC. |
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. (MAV)
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On September 11, 2023, Saba Capital filed with the SEC its initial Schedule 13G reporting that it had become the beneficial owner of 5.8% of the funds outstanding shares of Common Stock. In its Schedule 13G, Saba Capital checked the box that it was eligible to file the Schedule 13G rather than a Schedule 13D pursuant to Rule 13d-1(c) which is the passive investor exemption. In other words, by checking the Rule 13d-1(c) exemption box, Saba was claiming that it had not acquired the funds securities with any purpose, or with the effect, of changing or influencing the control of the fund (or in connection with or as a participant in any transaction having that purpose or effect). |
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On November 7, 2023, Saba Capital filed with the SEC its initial Schedule 13D reporting that it had increased its beneficial ownership to 10.15% of the funds outstanding shares of Common Stock. Saba Capital also disclosed that it was on November 6, 2023 that it became required to file a Schedule 13D meaning that on such date it was no longer entitled to rely on the passive investor exemption that it had used to justify |
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filing on Schedule 13G pursuant to Rule 13d-1(c).
Saba Capital also disclosed in its Schedule 13D that, during the sixty days prior to filing of its Schedule 13D, it had acquired beneficial
ownership of an additional 1,050,081 shares of Common Stock of the fund representing approximately 4% of the funds 23,914,439 shares
of Common Stock outstanding at such time.
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On March 28, 2024, Saba Capital Master Fund, Ltd., a private fund advised by Saba Capital, delivered a notice (the Saba Capital Stockholder Notice) to the fund notifying it of Saba Capitals intention to nominate one nomineePaul Kazarian to stand for election to the Board at the 2024 annual meeting. |
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Also, on March 28, 2024, the fund acknowledged receipt of the Saba Capital Stockholder Notice |
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On April 1, 2024, Saba Capital filed with the SEC Amendment No. 1 to its Schedule 13D reporting that the Saba Capital Stockholder Notice had been delivered to the fund, and that Saba Capital had increased its beneficial ownership to 11.00% of the funds outstanding shares of Common Stock. |
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On April 26, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 11.20% of the funds outstanding shares of Common Stock. |
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On May 2, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 11.45% of the funds outstanding shares of Common Stock. |
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On May 7, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 11.50% of the funds outstanding shares of Common Stock. |
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On May 15, 2024, members of the Board of the fund interviewed the proposed nominee in accordance with the provisions of the funds Bylaws. |
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On May 17, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 11.71% of the funds outstanding shares of Common Stock. |
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On May 23, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 11.80% of the funds outstanding shares of Common Stock. |
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On May 31, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 11.89% of the funds outstanding shares of Common Stock. |
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On July 15, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership to 12.08% of the funds outstanding shares of Common |
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Stock. On July 15, 2024, Saba Capital also filed
with the SEC Amendment No. 2 to its Schedule 13D reporting that Saba Capital had increased its beneficial ownership to 12.08% of the funds
outstanding shares of Common Stock. On July 15, 2024, Saba Capital also filed with the SEC a Form 4 indicating that Saba Capital had increased
its beneficial ownership to 12.08% of the funds outstanding shares of Common Stock.
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On July 22, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 12.30% of the funds outstanding shares of Common Stock. |
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On July 25, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 12.65% of the funds outstanding shares of Common Stock. |
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On July 29, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership to 12.77% of the funds outstanding shares of Common Stock. On July 29, 2024, Saba Capital also filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 12.77% of the funds outstanding shares of Common Stock. |
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On August 5, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership to 12.84% of the funds outstanding shares of Common Stock. On August 5, 2024, Saba Capital also filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 12.84% of the funds outstanding shares of Common Stock. |
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On August 6, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 12.85% of the funds outstanding shares of Common Stock. |
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On August 8, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership to 12.98% of the funds outstanding shares of Common Stock. On August 8, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 12.98% of the funds outstanding shares of Common Stock. |
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On August 9, 2024, the fund filed a preliminary form of this proxy statement with the SEC. |
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On August 19, 2024, the fund filed the definitive form of this proxy statement with the SEC. |
PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)
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On November 22, 2022, Saba Capital filed with the SEC its initial Schedule 13G reporting that it had become the beneficial owner of 5.3% of the funds outstanding shares of Common Stock. In its Schedule 13G, Saba Capital checked the box that it was eligible to file the Schedule 13G rather than a Schedule 13D pursuant to Rule 13d-1(c) which is the passive investor exemption. In other words, by checking the Rule 13d-1(c) exemption |
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box, Saba was claiming that it had not acquired
the funds securities with any purpose, or with the effect, of changing or influencing the control of the fund (or in connection
with or as a participant in any transaction having that purpose or effect).
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On February 14, 2023, Saba Capital filed with the SEC Amendment No. 1 to its Schedule 13G reporting that it had increased its beneficial ownership to 5.5% of the funds outstanding shares of Common Stock. |
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On January 5, 2024, Saba Capital filed with the SEC its initial Schedule 13D reporting that it had increased its beneficial ownership to 9.56% of the funds outstanding shares of Common Stock. Saba Capital also disclosed that it was on January 4, 2024 that it became required to file a Schedule 13D meaning that on such date it was no longer entitled to rely on the passive investor exemption that it had used to justify filing on Schedule 13G pursuant to Rule 13d-1(c). Saba Capital also disclosed in its Schedule 13D that, during the sixty days prior to filing of its Schedule 13D, it had acquired beneficial ownership of an additional 199,334 shares of Common Stock of the fund representing approximately 1% of the funds 16,885,273 shares of Common Stock outstanding at such time. |
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On March 28, 2024, Saba Capital Master Fund, Ltd., a private fund advised by Saba Capital, delivered a notice (the Saba Capital Stockholder Notice) to the fund notifying it of Saba Capitals intention to nominate one nomineePaul Kazarian to stand for election to the Board at the 2024 annual meeting. |
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Also, on March 28, 2024, the fund acknowledged receipt of the Saba Capital Stockholder Notice |
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On April 1, 2024, Saba Capital filed with the SEC Amendment No. 1 to its Schedule 13D reporting that the Saba Capital Stockholder Notice had been delivered to the fund, and that Saba Capital had increased its beneficial ownership to 10.22% of the funds outstanding shares of Common Stock. |
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On May 15, 2024, members of the Board of the fund interviewed the proposed nominee in accordance with the provisions of the funds Bylaws. |
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On May 17, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 10.27% of the funds outstanding shares of Common Stock. |
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On May 31, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 10.30% of the funds outstanding shares of Common Stock. |
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On July 15, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 10.44% of the funds outstanding shares of Common Stock. |
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On August 6, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 10.47% of the funds outstanding shares of Common Stock. |
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On August 8, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership to 10.60% of the funds outstanding shares of Common Stock. On August 8, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 10.60% of the funds outstanding shares of Common Stock. |
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On August 9, 2024, the fund filed a preliminary form of this proxy statement with the SEC. |
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On August 19, 2024, the fund filed the definitive form of this proxy statement with the SEC. |
PROPOSAL 1
ELECTION OF DIRECTORS
General
Stockholders of each fund are being asked to consider the election
of Craig C. MacKay, Thomas J. Perna and Fred J. Ricciardi as Class III Directors of each fund. Mr. MacKay, Mr. Perna and Mr. Ricciardi
stand for election as Class III Directors as their terms expire in 2024. If elected at the 2024 annual meeting, each of Mr. MacKay, Mr.
Perna and Mr. Ricciardi shall hold office until the third annual meeting following his election and until his successor is duly elected
and qualifies.
In addition, stockholders of Pioneer Municipal High Income Opportunities
Fund, Inc. are being asked to consider the election of Diane Durnin as a Class II Director of the fund. Ms. Durnin stood for election
as a Class II Director of Pioneer Municipal High Income Opportunities Fund, Inc. at the annual meeting of stockholders of the fund held
on September 12, 2023 (the 2023 annual meeting), but did not receive a majority of all of the votes entitled to be cast with
respect to her election by the stockholders of the fund at the 2023 annual meeting and, as a result, continues to serve a holdover
term as Director of the fund, until her successor has been duly elected and qualified. If elected at the 2024 annual meeting, Ms. Durnin
shall hold office until the second annual meeting following her election (i.e., for the remainder of the term of the Class II Directors)
and until her successor is duly elected and qualifies.
Each of Mr. MacKay, Mr. Perna and Mr. Ricciardi currently serves as
a Director of each fund and has served in that capacity continuously since originally elected.
Mr. MacKay was elected as a Director of Pioneer Municipal High Income
Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. in March 2021, and was most recently elected by stockholders of such
funds in 2021.
Mr. Perna has served as a Director of Pioneer Municipal High Income
Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. since 2006, and was most recently elected by stockholders of such funds
in 2021.
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Mr. Ricciardi has served as a Director Pioneer Municipal High Income
Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. since 2014, and was most recently elected by stockholders of such funds
in 2021.
Each of Mr. MacKay, Mr. Perna, Mr. Ricciardi and Ms. Durnin has served
as a Director of Pioneer Municipal High Income Opportunities Fund, Inc. since 2021, having been elected by the initial stockholder of
the fund in 2021.
Each nominee has consented to being named in this proxy statement
and indicated his or her willingness to serve if elected. In the unanticipated event that any nominee should be unable to serve, the persons
named as proxies may vote for such other person as shall be designated by each of the funds Board of Directors.
As of August 8, 2024, Saba Capital has acquired approximately 15.72%
of the outstanding shares of Common Stock of Pioneer Municipal High Income Fund, Inc. (MHI), 12.98% of the outstanding shares
of Common Stock of Pioneer Municipal High Income Advantage Fund, Inc. (MAV), and 10.60% of the outstanding shares of Common
Stock of Pioneer Municipal High Income Opportunities Fund, Inc. (MIO). Saba Capital is an activist investor that frequently
targets registered closed-end investment funds. On March 28, 2024, Saba Capital provided each fund with a notice (the Saba Capital
Stockholder Notice) disclosing its intention to nominate one candidate for election to the Board of each fund at the annual meeting
in opposition to the highly qualified and very experienced nominees recommended by the Board. If Saba Capital proceeds with its solicitation
of proxies for the election of its candidate as a Director at the annual meeting, you may receive an opposing proxy statement and proxy
card or other proxy solicitation materials from Saba Capital and/or its affiliates. The funds are not responsible for the accuracy of
any information provided by or relating to Saba Capital contained in any proxy solicitation materials filed or disseminated by, or on
behalf of, Saba Capital or any other statements it may otherwise make.
The Board does NOT endorse
any nominee of Saba Capital and unanimously recommends that you vote FOR all of the Director nominees proposed by the Board
by using the WHITE proxy card accompanying
this Proxy Statement. Accordingly, the Board strongly urges you not to sign or return any proxy card or voting instruction form other
than the enclosed WHITE proxy card, and to
discard any proxy materials and proxy cards or voting instruction forms that you may receive from Saba Capital.
Furthermore, by voting AGAINST or to ABSTAIN
with respect to the Saba Capital nominee on a proxy card sent to you by Saba Capital is NOT the same as voting for the Boards
Director nominees, because, among other things, a vote AGAINST or to ABSTAIN with respect to the
Saba Capital nominee on the Saba Capital proxy card will revoke any proxy card you previously submitted.
If you have previously returned a
proxy card sent to you by Saba Capital, you can change your vote (i) by signing, dating and returning the enclosed WHITE proxy
card in the postage-paid envelope provided herewith; (ii) by recording your voting instructions via telephone or the internet following
the instructions on the enclosed WHITE proxy
card; or (iii) by voting at the annual meeting. Only your latest dated proxy will be counted.
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In recommending the nomination of Craig C. MacKay, Thomas J. Perna
and Fred J. Ricciardi as Class III Directors of each fund, and Diane Durnin as a Class II Director of Pioneer Municipal High Income Opportunities
Fund, Inc., the Governance and Nominating Committee of the Board (the Governance and Nominating Committee) took into consideration
the following:
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the biographical information provided by each of the incumbent Directors standing for election at the annual meeting, including, but not limited to, their professional careers and accomplishments; |
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that each of the Boards Director nominees is highly qualified and brings to the Board diverse perspectives, insights, experiences, and competencies that are central to each funds investment objective; |
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that each of the Boards Director nominees is deeply familiar with each fund, each fund investment strategies, and each fund investment objective, as well as with each funds portfolio managers and other key personnel that manage the day-to-day operations of each fund; |
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that, as incumbent members of the Board, each of the Boards Director nominees has made significant contribution to the Boards deliberations and has proven that each has the integrity, knowledge, breadth of relevant and diverse experience, and proven commitment necessary to oversee the creation of value for each funds stockholders; |
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that each of the Boards Director nominees serves on the Boards of Directors of other exchange-listed closed-end funds, a closed-end interval fund, and open-end funds, all part of the Pioneer funds complex; |
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that each of the Boards Director nominees has substantial experience protecting fund stockholders interests; |
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that each of the Boards Director nominees, as part of their service on the boards of multiple closed-end funds, has experience regularly evaluating issues unique to closed-end funds, including the discount at which the closed-end funds shares may trade relative to their net asset value per share; and |
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that the election of the Boards Director nominees will promote the continuity of each funds oversight and governance structure, which the Board deems particularly important as the Board navigates the funds through continued macroeconomic uncertainty and market volatility. |
With respect to Mr. MacKay, the Governance and Nominating Committee
considered his extensive investment, financial and business experience as a partner in an investment banking firm. The Governance and
Nominating Committee also noted Mr. MacKays experience as a board member of financial services and other organizations. The Governance
and Nominating Committee further noted Mr. MacKays contributions and leadership as a member of the Independent Directors Committee
of the Board and the Audit Committee of the Board.
18
With respect to Mr. Perna, the Governance and Nominating Committee
considered his extensive experience in senior leadership roles at financial services companies, including as the chief executive officer
of a company that provided technology products to the securities lending industry, and as a senior executive of a financial and investment
company services organization. The Governance and Nominating Committee also noted Mr. Pernas experience as a board member of investor
communications and other organizations. The Governance and Nominating Committee further noted Mr. Pernas contributions and leadership
as Independent Chair of the Board, Chair of the Independent Directors Committee of the Board, Chair of the Policy Administration Committee
of the Board and member of the Governance and Nominating Committee of the Board.
With respect to Mr. Ricciardi, the Governance and Nominating Committee
considered his extensive experience in senior leadership roles at asset management companies, including as an executive director of a
financial and investment company services organization. The Governance and Nominating Committee also noted Mr. Ricciardis experience
as a board member of offshore investment companies and other organizations. The Governance and Nominating Committee further noted Mr.
Ricciardis contributions and leadership role as Chair of the Audit Committee of the Board and member of the Independent Directors
Committee of the Board.
With respect to Ms. Durnin, the Governance and Nominating Committee
considered her extensive experience in senior leadership roles at asset management companies, including as a managing director and head
of product strategy and development, and as vice chairman, at one of the worlds largest asset management organizations, including
experience in investment oversight. The Governance and Nominating Committee also noted Ms. Durnins experience with both product
development and strategy and investment matters. The Governance and Nominating Committee further noted Ms. Durnins contributions
and leadership as a member of the Independent Directors Committee, Governance and Nominating Committee and Policy Administration Committee
of the Board.
The Boards Governance and Nominating Committee (the Governance
and Nominating Committee) carefully reviewed the qualifications and experience of Saba Capitals proposed nominee, including,
but not limited to, the biographical summary that Saba Capital provided to the funds on March 28, 2024, as well as the director questionnaire
that Saba Capitals proposed nominee completed and made available to the funds on March 28, 2024, and the interview with Saba Capitals
proposed nominee that certain members of the Board conducted on May 15, 2024. Based upon that interview and the information made available
to it, the Governance and Nominating Committee concluded that Saba Capitals proposed nominee would not bring to the Board any relevant
experience, skills or competencies not already present among the current members of the Board. The Governance and Nominating Committee
also considered that Saba Capitals nominee is a partner and portfolio manager at Saba Capital and, by virtue of his position with
Saba Capital, has a particular interest in furthering Saba Capitals short-term goals. The Governance and Nominating Committee considered
that Saba Capitals proposed nominee may seek to advance the short-term goals of Saba Capital rather than the long-term
19
interests of all fund stockholders. In addition, the Governance and
Nominating Committee noted that Saba Capitals proposed nominee has been nominated by Saba for election to, and currently serves
on, the board of four unaffiliated closed-end funds (in addition to the funds). The Governance and Nominating Committee further noted
that, since March 2024, Saba Capital has nominated Mr. Kazarian as a director of an additional three funds (again, in addition to nominating
Mr. Kazarian as a Director of the funds). The Governance and Nominating Committee noted its belief that the Saba Capital nominees
positions on the boards of funds in multiple different fund complexes that are managed by different asset managers and overseen by different
boards of directors, as well as his employment as a partner and portfolio manager at Saba Capital, will likely prevent him from devoting
sufficient time and attention to a role on each funds Board.
Based upon the reviews described above, the Governance and Nominating
Committee unanimously determined that nominating the incumbent Class III Directors Craig C. MacKay, Thomas J. Perna and Fred J. Ricciardi
for election to the Board of each fund would be in the best interests of the fund and the funds stockholders, and that nominating
the incumbent Class II Director Diane Durnin for election to the Board of Pioneer Municipal High Income Opportunities Fund, Inc. would
be in the best interests of the fund and the funds stockholders. Neither Mr. Perna nor Ms. Durnin participated in the discussion
or voted with respect to the Governance and Nominating Committees recommendation for his or her nomination.
The Board received the recommendation
of the Governance and Nominating Committee and, after discussion and consideration of, among other things, the recommendation of the Governance
and Nominating Committee and the experience and qualifications of Ms. Durnin, Mr. MacKay, Mr. Perna and Mr. Ricciardi, the Board (including
the Independent Directors) unanimously voted: (i) to nominate Mr. MacKay, Mr. Perna and Mr. Ricciardi for election as Class III Directors
of each fund and to recommend that stockholders vote FOR all of the Director nominees recommended by the Board using
the WHITE proxy card; and (ii)
to nominate Ms. Durnin for election as a Class II Director of Pioneer Municipal High Income Opportunities Fund, Inc. and to recommend
that stockholders of the fund vote FOR the election of Ms. Durnin recommended by the Board using the WHITE proxy
card.
In nominating Mr. MacKay, Mr. Perna and Mr. Ricciardi for election
as Class III Directors of each fund, and Ms. Durnin for election as a Class II Director of Pioneer Municipal High Income Opportunities
Fund, Inc., the Board also took into consideration the qualifications and experience of Saba Capitals proposed nominee, and, like
the Governance and Nominating Committee, concluded that Saba Capitals proposed nominee would not bring to the Board any relevant
experience, skills or competencies not already present among the current members of the Board. In addition, it is the Boards belief
that Saba Capital has not provided any credible arguments as to why its proposed nominee is more qualified than the highly qualified,
experienced, and valued members of the Board that Saba Capital is seeking to replace. Further, in contrast to the Boards nominees,
each of whom has proven experience in overseeing each fund as it continues to fulfill its investment objective and create value for the
benefit of all stockholders, Saba Capitals proposed nominee
20
is unfamiliar with the funds and has been handpicked and nominated
by Saba Capital. The Board considered that Saba Capitals nominee is a partner and portfolio manager at Saba Capital and, by virtue
of his position with Saba Capital, has a particular interest in furthering Saba Capitals short-term goals. The Board considered
that Saba Capitals proposed nominee may seek to advance the short-term goals of Saba Capital rather than the long-term interests
of all fund stockholders.
The Board is amenable to adding to its membership additional Directors
who would add to the depth, breadth, and diversity of its insights, perspectives, competencies, and skills and is receptive to considering
and interviewing candidates referred to a fund by a stockholder, but the Board believes that such candidates must be committed to acting
in the best interests of ALL stockholders and must not be, in any way, obligated or expected to serve or advocate for the interests of
any particular constituency.
In addition, the Board noted that Saba Capitals proposed nominee
has been nominated by Saba for election to, and currently serves on, the board of four unaffiliated closed-end funds (in addition to the
funds). The Board further noted that, since March 2024, Saba Capital has nominated Mr. Kazarian as a director of an additional three funds
(again, in addition to nominating Mr. Kazarian as a Director of the funds). The Board believes that the Saba Capital nominees positions
on the boards of funds in multiple different fund complexes that are managed by different asset managers and overseen by different boards
of directors, as well as his employment as a partner and portfolio manager at Saba Capital, will likely prevent him from devoting sufficient
time and attention to a role on each funds Board. The Board believes that Director candidates must have the commitment and ability
to devote the necessary time and energy to be an effective Director and to understand the funds.
All of the Boards nominees have consented to be named in this
Proxy Statement and to serve as Directors if elected by stockholders. In the unanticipated event that any of the Boards nominees
is unable or declines to serve as a Director at the time of the annual meeting, the proxies returned to us will be voted for the election
of a substitute nominee(s) designated by the Board upon the recommendation of the Governance and Nominating Committee. If any such substitute
nominee(s) are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominee(s), discloses
that such nominees have consented to being named in the amended proxy statement and to serve as Directors if elected, and provide information
about such nominees required by the rules of the SEC. As of the date of this Proxy Statement, the Board is not aware that any of its nominees
is unable or will decline to serve as a Director.
The persons named as proxy holders
on the accompanying WHITE proxy
card intend to vote at the annual meeting (unless otherwise directed) for the election of Mr. MacKay, Mr. Perna and Mr. Ricciardi as Class
III Directors of each fund and Ms. Durnin as a Class II Director of Pioneer Municipal High Income Opportunities Fund, Inc.
21
Director Class Designations and Terms of Office
Each funds bylaws (Bylaws) provides that a majority
of the Board may establish, increase or decrease the number of Directors of the fund, provided that the number thereof shall never be
less than the minimum number required by the Maryland General Corporation Law (the MGCL) nor more than fifteen Directors.
Each fund currently has nine Directors.
Pursuant to each funds charter, each funds Board is divided
into three staggered term classes - Class I, Class II and Class III. The Directors of only one class are elected at each annual meeting
so that the regular term of only one class of Directors will expire at each annual meeting and any particular Director stands for election
every third annual meeting of stockholders.
Each class of Directors will stand for election at the conclusion
of its respective term. Such classification may prevent replacement of a majority of the Directors for up to two annual meetings. Holders
of the Preferred Stock of each fund that has Preferred Stock outstanding are entitled to separately elect two Directors of that fund.
Director Class Designations and Terms of Office
Currently, the designations and terms of office of each class of Directors
of each fund are as follows:
Pioneer Municipal High Income Fund, Inc.
|
|
Class I Directors |
Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire |
|
in 2025. |
Class II Directors |
Ms. Durnin, Dr. Friedman and Mr. Pirondini Terms expire |
|
in 2026. |
Class III Directors |
Mr. MacKay, Mr. Perna and Mr. Ricciardi. Terms expire in |
|
2024 at the annual meeting. Each of these Directors has been |
|
nominated for election at the annual meeting. |
Pioneer Municipal High Income Advantage Fund, Inc.
|
|
Class I Directors |
Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire |
|
in 2025. |
Class II Directors |
Ms. Durnin, Dr. Friedman and Mr. Pirondini Terms expire |
|
in 2026. |
Class III Directors |
Mr. MacKay, Mr. Perna and Mr. Ricciardi. Terms expire in |
|
2024 at the annual meeting. Each of these Directors has been |
|
nominated for election at the annual meeting. |
Pioneer Municipal High Income Opportunities Fund, Inc.
|
|
Class I Directors |
Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire in 2025. |
22
|
|
Class II Directors |
Ms. Durnin, Dr. Friedman and Mr. Pirondini Terms of Mr. |
|
Friedman and Mr. Pirondini expire in 2026. Ms. Durnin stood |
|
for election as a Class II Director of the fund at the annual |
|
meeting of stockholders of the fund held on September 12, |
|
2023 (the 2023 annual meeting), but did not receive a |
|
majority of all of the votes entitled to be cast with respect |
|
to her election by the stockholders of the fund at the 2023 |
|
annual meeting and, as a result, continues to serve a |
|
holdover term as Director of the fund, until her successor |
|
has been duly elected and qualified. Ms. Durnin has been |
|
nominated for election at the 2024 annual meeting. If elected |
|
at the 2024 annual meeting, Ms. Durnin shall hold office until |
|
2026 and until her successor is duly elected and qualifies. |
|
|
Class III Directors |
Mr. MacKay, Mr. Perna and Mr. Ricciardi. Terms expire in |
|
2024 at the annual meeting. Each of these Directors has been |
|
nominated for election at the annual meeting. |
Mr. Baumgardner and Mr. MacKay are designated as the Directors to
be elected by the holders of shares of Preferred Stock of each fund that has issued Preferred Stock. As noted above, Mr. MacKays
term expires at the 2024 annual meeting. Consequently, holders of Preferred Stock of Pioneer Municipal High Income Fund, Inc. and Pioneer
Municipal High Income Advantage Fund, Inc. are being asked to vote as a separate class at the upcoming 2024 annual meeting to elect Mr.
MacKay as a Class III Director.
With respect to Pioneer Municipal High Income Fund, Inc. and Pioneer
Municipal High Income Advantage Fund, Inc. the holders of Common Stock and the holders of Preferred Stock are being asked to vote together
as a single class at the upcoming 2024 annual meeting to elect Mr. Perna and Mr. Ricciardi as Class III Directors.
With respect to Pioneer Municipal High Income Opportunities Fund,
Inc. the holders of Common Stock are being asked to vote at the upcoming 2024 annual meeting to elect Mr. MacKay, Mr. Perna and Mr. Ricciardi
as Class III Directors, and Ms. Durnin as a Class II Director.
Information Regarding the Boards Nominees and Directors
The following table sets forth for each of the Boards nominees
and other Directors, his or her position(s) with each fund, age, address, principal occupation during at least the past five years and
any other board memberships held during at least the past five years. Directors who are interested persons of a fund within the meaning
of the Investment Company Act of 1940, as amended (the 1940 Act), are referred to as Interested Directors. Directors who are
not interested persons of a fund are referred to as Independent Directors. Each of the Directors serves as a Director of each of the 46
U.S. registered funds for which Amundi Asset Management US, Inc. (Amundi US) serves as investment adviser (the Pioneer
Funds). The address for all Directors and all officers of each fund is 60 State Street, Boston, Massachusetts 02109.
23
|
|
|
|
Name, Age and |
|
|
|
Position Held |
Term of Office and |
|
Other Directorships |
With the Fund |
Length of Service+ |
Principal Occupation |
Held by Director |
Independent Directors and Nominees: |
|
|
Thomas J. |
Pioneer Municipal |
Private investor (2004 2008 |
Director, Broadridge |
Perna (73) |
High Income Fund, |
and 2013 present); Chairman |
Financial Solutions, Inc. |
Chairman of |
Inc.: Class III Director |
(2008 2013) and Chief |
(investor communications |
the Board and |
since 2006. Term expires |
Executive Officer (2008 2012), |
and securities processing |
Director |
in 2024. |
Quadriserv, Inc. (technology |
provider for financial |
Nominee |
|
products for securities lending |
services industry) |
|
Pioneer Municipal |
industry); and Senior Executive |
(2009 2023); Director, |
|
High Income |
Vice President, The Bank of New |
Quadriserv, Inc. |
|
Advantage Fund, Inc.: |
York (financial and securities |
(2005 2013); and |
|
Class III Director since |
services) (1986 2004) |
Commissioner, New |
|
2006. Term expires in |
|
Jersey State Civil Service |
|
2024. |
|
Commission (2011 |
|
|
|
2015) |
|
Pioneer Municipal |
|
|
|
High Income |
|
|
|
Opportunities Fund, |
|
|
|
Inc.: Class III Director |
|
|
|
since 2021. Term expires |
|
|
|
in 2024. |
|
|
24
|
|
|
|
Name, Age and |
|
|
|
Position Held |
Term of Office and |
|
Other Directorships |
With the Fund |
Length of Service+ |
Principal Occupation |
Held by Director |
Independent Directors and Nominees: |
|
|
John E. |
Pioneer Municipal |
Of Counsel (2019 present), |
Member, Governing |
Baumgardner, |
High Income Fund, |
Partner (1983-2018), Sullivan & |
Council and Policy |
Jr. (73)* |
Inc.: Class I Director |
Cromwell LLP (law firm) |
Steering Committee, |
Director |
since 2019. Term expires |
|
Independent Directors |
|
in 2025. Elected by |
|
Council (since 2021); |
|
holders of Preferred |
|
Chairman, The Lakeville |
|
Stock only. |
|
Journal Company, |
|
Pioneer Municipal |
|
LLC, (privately-held |
|
High Income |
|
community newspaper |
|
Advantage Fund, Inc.: |
|
group) (2015-2021) |
|
Class I Director since |
|
|
|
2019. Term expires in |
|
|
|
2025. Elected by holders |
|
|
|
of Preferred Stock only. |
|
|
|
Pioneer Municipal |
|
|
|
High Income |
|
|
|
Opportunities Fund, |
|
|
|
Inc.: Class I Director |
|
|
|
since 2021. Term expires |
|
|
|
in 2025. |
|
|
25
|
|
|
|
Name, Age and |
|
|
|
Position Held |
Term of Office and |
|
Other Directorships |
With the Fund |
Length of Service+ |
Principal Occupation |
Held by Director |
Independent Directors and Nominees: |
|
|
Diane Durnin |
Pioneer Municipal |
Managing Director - Head |
None |
(67) |
High Income Fund, |
of Product Strategy and |
|
Director |
Inc.: Class II Director |
Development, BNY Mellon |
|
Nominee |
since 2020. Term expires |
Investment Management |
|
(Pioneer |
in 2026. |
(investment management firm) |
|
Municipal |
|
(2012-2018); Vice Chairman |
|
High Income |
Pioneer Municipal |
The Dreyfus Corporation |
|
Opportunities |
High Income |
(2005 2018): Executive Vice |
|
Fund, Inc. only) |
Advantage Fund, Inc.: |
President Head of Product, BNY |
|
|
Class II Director since |
Mellon Investment Management |
|
|
2020. Term expires in |
(2007-2012); Executive Director- |
|
|
2026. |
Product Strategy, Mellon Asset |
|
|
|
Management (2005-2007); |
|
|
Pioneer Municipal |
Executive Vice President Head of |
|
High Income |
Products, Marketing and Client |
|
Opportunities Fund, |
Service, Dreyfus Corporation |
|
Inc.: Class II Director |
(investment management |
|
since 2021. Term expires |
firm) (2000-2005); Senior Vice |
|
in 2024. |
President Strategic Product and |
|
|
|
Business Development, Dreyfus |
|
|
|
Corporation (1994-2000) |
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
|
|
Name, Age and |
|
|
|
Position Held |
Term of Office and |
|
Other Directorships |
With the Fund |
Length of Service+ |
Principal Occupation |
Held by Director |
Independent Directors and Nominees: |
|
|
Benjamin M. |
Pioneer Municipal |
William Joseph Maier Professor |
Trustee, Mellon |
Friedman (79) |
High Income Fund, |
of Political Economy, Harvard |
Institutional Funds |
Director |
Inc.: Class II Director |
University (1972 present) |
Investment Trust and |
|
since 2008. Term expires |
|
Mellon Institutional Funds |
|
in 2026. |
|
Master Portfolio (oversaw |
|
Pioneer Municipal |
|
17 portfolios in fund |
|
High Income |
|
complex) (1989 - 2008) |
|
Advantage Fund, Inc.: |
|
|
|
Class II Director since |
|
|
|
2008. Term expires in |
|
|
|
2026. |
|
|
|
Pioneer Municipal |
|
|
|
High Income |
|
|
|
Opportunities Fund, |
|
|
|
Inc.: Class II Director |
|
|
|
since 2021. Term expires |
|
|
|
in 2026. |
|
|
27
|
|
|
|
Name, Age and |
|
|
|
Position Held |
Term of Office and |
|
Other Directorships |
With the Fund |
Length of Service+ |
Principal Occupation |
Held by Director |
Independent Directors and Nominees: |
|
|
Craig C. |
Pioneer Municipal |
Partner, England & Company, |
Director, Equitable |
MacKay (61) |
High Income Fund, |
LLC (advisory firm) |
Holdings, Inc. (financial |
Director |
Inc.: Class III Director |
(2012 present); Group |
services holding |
Nominee |
since 2021. Term expires |
Head Leveraged Finance |
company) (2022 |
|
in 2024. |
Distribution, Oppenheimer |
present); Board Member |
|
Pioneer Municipal |
& Company (investment |
of Carver Bancorp, Inc. |
|
High Income |
bank) (2006 2012); Group |
(holding company) |
|
Advantage Fund, Inc.: |
Head Private Finance & |
and Carver Federal |
|
Class III Director since |
High Yield Capital Markets |
Savings Bank, NA (2017 |
|
2021. Term expires in |
Origination, SunTrust Robinson |
present); Advisory |
|
2024. |
Humphrey (investment bank) |
Council Member, |
|
|
(2003 2006); and Founder |
MasterShares ETF |
|
Pioneer Municipal |
and Chief Executive Officer, HNY |
(2016 2017); Advisory |
|
High Income |
Associates, LLC (investment |
Council Member, The |
|
Opportunities Fund, |
bank) (1996 2003) |
Deal (financial market |
|
Inc.: Class III Director |
|
information publisher) |
|
since 2021. Term expires |
|
(2015 2016); Board |
|
in 2024. |
|
Co-Chairman and Chief |
|
|
|
Executive Officer, Danis |
|
|
|
Transportation Company |
|
|
|
(privately-owned |
|
|
|
commercial carrier) (2000 |
|
|
|
2003); Board Member |
|
|
|
and Chief Financial |
|
|
|
Officer, Customer Access |
|
|
|
Resources (privately- |
|
|
|
owned teleservices |
|
|
|
company) (1998 |
|
|
|
2000); Board Member, |
|
|
|
Federation of Protestant |
|
|
|
Welfare Agencies |
|
|
|
(human services agency) |
|
|
|
(1993 present); and |
|
|
|
Board Treasurer, Harlem |
|
|
|
Dowling Westside Center |
|
|
|
(foster care agency) |
|
|
|
(1999 2018) |
28
|
|
|
|
Name, Age and |
|
|
|
Position Held |
Term of Office and |
|
Other Directorships |
With the Fund |
Length of Service+ |
Principal Occupation |
Held by Director |
Independent Directors and Nominees: |
|
|
Lorraine H. |
Pioneer Municipal |
Chief Investment Officer, |
None |
Monchak (67) |
High Income Fund, |
1199 SEIU Funds (healthcare |
|
Director |
Inc.: Class I Director |
workers union pension funds) |
|
|
since 2015. Term expires |
(2001 present); Vice President |
|
|
in 2025. |
International Investments |
|
|
Pioneer Municipal |
Group, American International |
|
|
High Income |
Group, Inc. (insurance |
|
|
Advantage Fund, Inc.: |
company) (1993 2001); |
|
|
Class I Director since |
Vice President Corporate |
|
|
2015. Term expires in |
Finance and Treasury Group, |
|
|
2025. |
Citibank, N.A.(1980 1986 and |
|
|
|
1990 1993); Vice President |
|
|
Pioneer Municipal |
Asset/Liability Management |
|
|
High Income |
Group, Federal Farm Funding |
|
|
Opportunities Fund, |
Corporation (government- |
|
|
Inc.: Class I Director |
sponsored issuer of debt |
|
|
since 2021. Term expires |
securities) (1988 1990); |
|
|
in 2025. |
Mortgage Strategies Group, |
|
|
|
Shearson Lehman Hutton, |
|
|
|
Inc. (investment bank) (1987 |
|
|
|
1988); Mortgage Strategies |
|
|
|
Group, Drexel Burnham |
|
|
|
Lambert, Ltd. (investment bank) |
|
|
|
(1986 1987) |
|
29
|
|
|
|
Name, Age and |
|
|
|
Position Held |
Term of Office and |
|
Other Directorships |
With the Fund |
Length of Service+ |
Principal Occupation |
Held by Director |
Independent Directors and Nominees: |
|
|
Fred J. |
Pioneer Municipal |
Private investor (2020 |
None |
Ricciardi (77) |
High Income Fund, |
present); Consultant (investment |
|
Director |
Inc.: Class III Director |
company services) (2012 |
|
Nominee |
since 2014. Term expires |
2020); Executive Vice President, |
|
|
in 2024. |
BNY Mellon (financial and |
|
|
Pioneer Municipal |
investment company services) |
|
|
High Income |
(1969 2012); Director, BNY |
|
|
Advantage Fund, Inc.: |
International Financing Corp. |
|
|
Class III Director since |
(financial services) (2002 |
|
|
2014. Term expires in |
2012); Director, Mellon Overseas |
|
|
2024. |
Investment Corp. (financial |
|
|
|
services) (2009 2012); |
|
|
Pioneer Municipal |
Director, Financial Models |
|
|
High Income |
(technology) (2005-2007); |
|
|
Opportunities Fund, |
Director, BNY Hamilton Funds, |
|
|
Inc.: Class III Director |
Ireland (offshore investment |
|
|
since 2021. Term expires |
companies) (2004-2007); |
|
|
in 2024. |
Chairman/Director, AIB/BNY |
|
|
|
Securities Services, Ltd., Ireland |
|
|
|
(financial services) (1999-2006); |
|
|
|
Chairman, BNY Alternative |
|
|
|
Investment Services, Inc. |
|
|
|
(financial services) (2005-2007) |
|
30
|
|
|
|
Name, Age and |
|
|
|
Position Held |
Term of Office and |
|
Other Directorships |
With the Fund |
Length of Service |
Principal Occupation |
Held by Director |
Interested Directors: |
|
|
Lisa M. Jones |
Pioneer Municipal |
Director, CEO and President of |
Director of Clearwater |
(62)** |
High Income Fund, |
Amundi US, Inc. (investment |
Analytics (provider of |
Director, |
Inc.: Class I Director |
management firm) (since |
web-based investment |
President and |
since 2014. Term expires |
September 2014); Director, CEO |
accounting software |
Chief Executive |
in 2025. |
and President of Amundi Asset |
for reporting and |
Officer |
|
Management US, Inc. (since |
reconciliation services) |
|
Pioneer Municipal |
September 2014); Director, |
(September 2022 |
|
High Income |
CEO and President of Amundi |
present) |
|
Advantage Fund, Inc.: |
Distributor US, Inc. (since |
|
|
Class I Director since |
September 2014); Director, |
|
|
2014. Term expires in |
CEO and President of Amundi |
|
|
2025. |
Asset Management US, Inc. |
|
|
|
(since September 2014); Chair, |
|
|
Pioneer Municipal |
Amundi US, Inc., Amundi |
|
|
High Income |
Distributor US, Inc. and Amundi |
|
|
Opportunities Fund, |
Asset Management US, Inc. |
|
|
Inc.: Class I Director |
(September 2014 – 2018); |
|
|
since 2021. Term expires |
Managing Director, Morgan |
|
|
in 2025. |
Stanley Investment Management |
|
|
|
(investment management |
|
|
|
firm) (2010 – 2013); Director |
|
|
|
of Institutional Business, CEO |
|
|
|
of International, Eaton Vance |
|
|
|
Management (investment |
|
|
|
management firm) (2005 – |
|
|
|
2010); Director of Amundi |
|
|
|
Holdings US, Inc. (since 2017) |
|
|
|
|
|
31
|
|
|
|
Name, Age and |
|
|
|
Position Held |
Term of Office and |
|
Other Directorships |
With the Fund |
Length of Service |
Principal Occupation |
Held by Director |
Interested
Directors: |
|
|
Marco |
Pioneer Municipal |
Executive Vice President and |
None |
Pirondini |
High Income Fund, |
Chief Investment Officer of |
|
(57)** |
Inc.: Class II Director |
Amundi Asset Management US, |
|
Director and |
since 2024. Term expires |
Inc. since January 2024; Senior |
|
Executive Vice |
in 2026. |
Managing Director and Head of |
|
President |
|
Equities U.S. of Amundi US from |
|
|
Pioneer Municipal |
2010 to December 2023 |
|
|
High Income |
|
|
|
Advantage Fund, Inc.: |
|
|
|
Class II Director since |
|
|
|
2024. Term expires in |
|
|
|
2026. |
|
|
|
|
|
|
|
Pioneer Municipal |
|
|
|
High Income |
|
|
|
Opportunities Fund, |
|
|
|
Inc.: Class II Director |
|
|
|
since 2024. Term expires |
|
|
|
in 2026. |
|
|
+ |
|
Each Director holds office until his or her successor shall have been duly elected and qualify. Any Director nominated for re-election as a Director who fails to receive the requisite vote for re-election at an annual meeting of stockholders, and whose successor has neither been elected nor qualified, shall holdover. Except as otherwise provided by applicable law, such holdover Director shall continue to serve as Director until his or her successor is elected and qualified, or until he or she sooner dies, resigns, retires or is disqualified or removed from office as provided in each funds Charter. |
* |
|
Mr. Baumgardner is Of Counsel to Sullivan & Cromwell LLP, which acts as independent outside legal counsel to the Independent Directors of each Pioneer Fund. |
** |
|
Ms. Jones and Mr. Pirondini are Interested Directors because they are an officer or director of each funds investment adviser and certain of its affiliates. |
32
Responsibilities of the Board of Directors
The Board is responsible for overseeing each funds management
and operations. The Chairman of the Board is an Independent Director. Independent Directors constitute at least 75% of the Board.
During the most recent fiscal year of each of Pioneer Municipal High
Income Fund, Inc., Pioneer Municipal High Income Advantage Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc. the Board
held 8 meetings. All of the current Directors and committee members of each fund then serving attended at least 75% of the meetings of
the Board and applicable committees, if any, held during that funds most recent fiscal year.
The funds do not have a policy on Director attendance at the annual
meeting. For each fund, one Director attended the 2023 annual meeting of stockholders.
The Directors were selected or nominated to join the Board based
upon the following as to each Board member: such persons character and integrity; such persons judgment, analytical ability,
intelligence, and common sense; such persons experience and previous profit and not-for-profit board membership; such persons
demonstrated willingness to take an independent and questioning stance toward management; such persons willingness and ability
to commit the time necessary to perform the duties of a Director; as to each Independent Director, his or her status as not being an
interested person as defined under the 1940 Act; and, as to Ms. Jones and Mr. Pirondini, their association with Amundi US.
Each Director also serves on the Boards of Directors of other exchange-listed closed-end funds, a closed-end interval fund, and open-end
funds, all part of the Pioneer Funds complex, and has substantial experience protecting fund stockholders interests. As part of
their service on the boards of Pioneer closed-end funds, the nominees regularly evaluate issues unique to closed-end funds, including
the discount at which the closed-end funds shares may trade relative to their net asset value per share. Each of the Independent
Directors also was selected to join the Board based on the criteria and principles set forth in the charter of each funds Governance
and Nominating Committee, as then in effect. In addition to individual attributes, the value of diversity is considered. In evaluating
an incumbent Directors prospective service on the Board, the Directors experience in, and ongoing contributions toward, overseeing
that funds business as a Director also are considered.
In addition, the following specific experiences, qualifications, attributes
and/or skills apply as to each Director: Mr. Baumgardner, legal, investment management, business and public company experience as an attorney
practicing investment management, corporate and securities law and experience as a board member of other organizations; Ms. Durnin, investment
management and investment company experience as an executive officer of an investment adviser; Dr. Friedman, academic leadership, economic
and finance experience and investment company board experience; Mr. MacKay, investment, financial and business experience as a partner
in an investment banking firm and experience as a board member of other organizations; Ms. Monchak, investment, financial and business
experience, including as the chief investment officer of a pension fund; Mr. Perna, accounting, financial, and business experience as
an executive officer and experience as a board member of
33
other organizations; Mr. Ricciardi, financial, business and investment
company experience as an executive officer of a financial and investment company services organization, and experience as a board member
of offshore investment companies and other organizations; Ms. Jones, investment management experience as an executive and leadership roles
with Amundi US and its affiliates; and Mr. Pirondini, portfolio management experience and leadership roles with Amundi US. However, in
its periodic assessment of the effectiveness of the Board, the Board considers the complementary skills and experience of individual Directors
primarily in the broader context of the Boards overall composition so that the Board, as a body, possesses the appropriate (and
appropriately diverse) skills and experience to oversee the business of the fund.
Under the MGCL, the appointment, designation (including in any proxy
or registration statement or other document) of a Director as an expert on any topic or in any area, or as having experience, attributes
or skills in any area, or any other appointment, designation or identification, does not impose on that person any standard of care or
liability that is greater than that imposed on that person as a Director in the absence of the appointment, designation or identification,
and no Director who has special attributes, skills, experience or expertise, or is appointed, designated, or identified as aforesaid,
is held to a higher standard of care by virtue thereof.
Board Committees
The Board currently has four standing committees: the Independent
Directors Committee, the Audit Committee, the Governance and Nominating Committee and the Policy Administration Committee. Each committee
is chaired by an Independent Director (the Chairs) and all members of each committee are Independent Directors.
The Chairs of the committees work with the Chairman of the Board and
fund management in setting the agendas for Board meetings. The Chairs of the committees set the agendas for committee meetings with input
from fund management. As noted below, through the committees, the Independent Directors consider and address important matters involving
the funds, including those presenting conflicts or potential conflicts of interest for management. The Independent Directors also regularly
meet without the presence of management and are advised by independent legal counsel. The Board believes that the committee structure,
and delegation to the committees of specified oversight responsibilities, help the Board more effectively to provide governance and oversight
of the funds affairs. Mr. Perna, Chairman of the Board, is a member of each committee except the Audit Committee and the Valuation
Committee*, each of which he is a non-voting, ex-officio member.
During the most recent fiscal year for each fund, the Audit Committee,
Governance and Nominating Committee, Independent Directors Committee, Policy Administration Committee and Valuation Committee* of each
fund held the following meetings:
34
|
|
|
|
|
4/30/2024 |
3/31/2024 |
4/30/2024 |
|
|
Pioneer |
Pioneer |
|
Pioneer |
Municipal |
Municipal |
|
Municipal |
High Income |
High Income |
|
High Income |
Advantage |
Opportunities |
|
Fund, Inc. |
Fund, Inc. |
Fund, Inc. |
Audit Committee |
8 |
8 |
8 |
Governance and |
|
|
|
Nominating Committee |
6 |
5 |
6 |
Independent Directors |
|
|
|
Committee |
6 |
6 |
6 |
Policy Administration |
|
|
|
Committee |
4 |
4 |
4 |
Valuation Committee* |
3 |
3 |
3 |
* The Valuation Committee was combined with the Audit Committee on
January 22, 2024.
Independent Directors Committee: John E. Baumgardner, Jr.,
Diane Durnin, Benjamin M. Friedman, Craig C. MacKay, Lorraine H. Monchak, Thomas J. Perna (Chair) and Fred J. Ricciardi.
The Independent Directors Committee is comprised of all of the Independent
Directors. The Independent Directors Committee serves as the forum for consideration of a number of issues required to be considered separately
by the Independent Directors under the 1940 Act, including the assessment and review of each funds advisory agreement and other
related party contracts. The Independent Directors Committee also considers issues that the Independent Directors believe it is advisable
for them to consider separately from the Interested Directors.
Audit Committee: Benjamin M. Friedman, Craig C. MacKay, Lorraine
H. Monchak and Fred J. Ricciardi (Chair).
Each funds Audit Committee is comprised of only Independent
Directors who are independent as defined in the applicable New York Stock Exchange (NYSE) listing standards relating
to closed-end funds. The Board of each fund has adopted a charter for the Audit Committee. In accordance with its charter, the purposes
of the Audit Committee are to:
|
|
Assist the Boards oversight and monitoring of: (i) the integrity of the funds financial statements; (ii) the funds compliance with legal and regulatory requirements; (iii) the independent registered public accounting firms qualifications, performance and independence; and (iv) the performance of the funds internal audit function; and |
|
|
Prepare the disclosure required by Item 407(d)(3)(i) of Regulation S-K to be included in the funds annual proxy statement and other filings. |
35
The Audit Committee charter is available on Amundi USs website:
amundi.com/US. You also can obtain a copy by sending a written request to your fund at the address listed on this proxy statement. The
information contained on Amundi USs website is not part of, or incorporated by reference in, this proxy statement.
In addition, the Audit Committee reviews the reports and other information
provided to the Committee by Amundi US, as the valuation designee of the Fund, and assists the Board in the oversight of Amundi US as
the valuation designee of the funds.
Each funds Board has determined that the fund has at least one
audit committee financial expert serving on its Audit Committee. Mr. Ricciardi, an Independent Director, serves on each Audit Committee
and has been determined to be an audit committee financial expert.
Audit Committee Report
The Audit Committee reports that it has (1) reviewed and discussed
each funds audited financial statements with management; (2) discussed with the independent registered public accounting firm the
matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; and (3)
received written disclosures and the letter from the independent registered public accounting firm required by applicable requirements
of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms communications with
the Audit Committee concerning independence, and discussed with the independent registered public accounting firm that firms independence.
Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report for Pioneer Municipal High Income Advantage Fund, Inc. for the fiscal year ended March 31,
2024 and the Annual Reports for Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc. for
the fiscal year ended April 30, 2024.
The members of each funds Audit Committee are:
Benjamin M. Friedman
Craig C. MacKay
Lorraine H. Monchak
Fred J. Ricciardi (Chair)
Governance and Nominating Committee: John E. Baumgardner, Jr.
(Chair), Diane Durnin, and Thomas J. Perna.
All members of the Governance and Nominating Committee are independent
under the applicable NYSE 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 USs website: amundi.com/US. You also can obtain a copy by sending a written request to your fund at the address listed
on this proxy statement.
36
The Governance and Nominating Committee considers governance matters
affecting the Board and each fund. Among other responsibilities, the Governance and Nominating Committee reviews the performance of the
Independent Directors as a whole, and reviews and recommends to the Independent Directors Committee any appropriate changes concerning,
among other things, the size and composition of the Board, the Boards committee structure and the Independent Directors compensation.
The Governance and Nominating Committee also makes recommendations to the Independent Directors Committee or the Board on matters delegated
to it.
In addition, the Governance and Nominating Committee screens potential
candidates for Independent Directors. Among other responsibilities, the Governance and Nominating Committee reviews periodically the criteria
for Independent Directors and the spectrum of desirable experience, expertise and characteristics for Independent Directors as a whole,
and reviews periodically the qualifications and requisite skills of persons currently serving as Independent Directors and being considered
for re-nomination. The Governance and Nominating Committee also reviews the qualifications of any person nominated to serve on the Board
by a stockholder or recommended by any Director, management or another person and makes a recommendation as to the qualifications of such
nominated or recommended person to the Independent Directors and the Board, and reviews periodically the Committees procedure, if
any, regarding candidates submitted by stockholders. The Governance and Nominating Committee also strives to achieve diversity of the
Board with respect to attributes such as race, ethnicity, gender, cultural background and professional experience when reviewing candidates
for any Board vacancies. The Directors who are not Independent Directors and the officers of each fund are nominated and selected by the
Board.
The Governance and Nominating Committee does not have specific, minimum
qualifications for nominees, nor has it established specific qualities or skills that it regards as necessary for one or more of the Independent
Directors to possess (other than qualities or skills that may be required by applicable law or regulation). However, in evaluating a person
as a potential nominee to serve as an Independent Director, the Governance and Nominating Committee will consider the following general
criteria and principles, among any others that it may deem relevant: (i) the nominees reputation for integrity, honesty and adherence
to high ethical standards; (ii) the nominees business acumen and ability to exercise sound judgment in matters that relate to the
current and long-term objectives of the fund and whether the person is willing and able to contribute positively to the decision-making
process of the fund; (iii) the nominees commitment and ability to devote the necessary time and energy to be an effective Independent
Director, to understand the fund and the responsibilities of a director of an investment company; (iv) the nominees ability to understand
the sometimes conflicting interests of the fund and the management company, and to act in the interests of the fund; (v) whether the nominee
has, or appears to have, a conflict of interest that would impair his or her ability to represent the interests of all stockholders and
to fulfill the responsibilities of a director; (vi) that nominees shall not be discriminated against on the basis of race, religion, national
origin, sex, sexual orientation, disability or any other basis proscribed by law; (vii) nominees should have, or be willing to
37
acquire, an appreciation and understanding for the oversight of publicly
offered investment companies and the management, administration and distribution services provided by service providers to the companies
and their shareholders, and the regulatory context within which these activities are carried out; (viii) nominees should have a collegial,
collaborative approach: people who will work efficiently, effectively and in the spirit of candor and respect for fellow board members
and the staffs of the service providers; (ix) nominees should have the willingness and ability to serve on appropriate committees, and
contribute to and engage meaningfully in the deliberations thereof; and (x) nominees should be committed to diversity and inclusion among
Board members.
The Governance and Nominating Committee also will consider whether
the nominee has the experience or skills that the Governance and Nominating Committee believes would maintain or enhance the effectiveness
of the Independent Directors oversight of each funds affairs, based on the then current composition and skills of the Independent
Directors and experience or skills that may be appropriate in light of changing business conditions and regulatory or other developments.
The Governance and Nominating Committee does not necessarily place the same emphasis on each criterion.
The Governance and Nominating Committee does not have a formal procedure
for the implementation, or for assessing the effectiveness, of its policy with regard to the consideration of the value of diversity on
the Board in reviewing potential nominees for Independent Director. However, as noted above, in its periodic assessment of the effectiveness
of the Board, the Board considers the complementary skills and experience of individual Directors in the context of the Boards overall
composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business
of the funds. In addition, the Governance and Nominating Committee charter provides that the Committee shall strive to achieve diversity
of the Board with respect to attributes such as race, ethnicity, gender, cultural background and professional experience when reviewing
candidates for any Board vacancies, and further provides, as noted above, that nominees shall not be discriminated against on the basis
of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.
In the event that a vacancy arises or a change in Board membership
is determined to be advisable, the Governance and Nominating Committee will, in addition to any stockholder recommendations, evaluate
candidates identified by other means, including candidates proposed by Independent Directors or management. While it has not done so in
the past, the Governance and Nominating Committee may retain a consultant to assist the committee in a search for a qualified candidate.
The Governance and Nominating Committee will consider recommendations
for board membership by stockholders. In evaluating a nominee recommended by a stockholder, the Governance and Nominating Committee, in
addition to the criteria discussed above, may consider the objectives of the stockholder in submitting that nomination and whether such
objectives are consistent with the interests of all stockholders. If the Board determines to include a stockholders candidate among
the slate of Board nominees, the candidates name will be placed on that funds proxy card.
38
As discussed above, the Governance and Nominating Committee initiated
the recommendation of each of the non-interested nominees to serve as an Independent Director.
With respect to the re-nomination of an existing Independent Director,
the Governance and Nominating Committee and the Independent Directors Committee use the criteria and the principles set forth above, as
revised from time to time, to guide the selection process.
Stockholders may communicate with the members of the Board as a group
or individually. Any such communication should be sent to the Board or an individual Director c/o the Secretary of the fund at the address
on the notice of this annual meeting. The Secretary may determine not to forward any communication to members of the Board that does not
relate to the business of a fund.
Policy Administration Committee: Thomas J. Perna (Chair), John
E. Baumgardner, Jr., and Diane Durnin.
The Policy Administration Committee, among other things, oversees
and monitors each funds compliance with legal and regulatory requirements that are not directly related to financial reporting,
internal financial controls, independent audits or the performance of the funds internal audit function. The Policy Administration
Committee also oversees the adoption and implementation of certain of the funds policies and procedures.
Oversight of Risk Management
Consistent with its responsibility for oversight of each fund in the
interests of stockholders, the Board has established a framework for the oversight of various risks relating to the funds, including the
oversight of the identification of risks and the management of certain identified risks. The Board has delegated certain aspects of its
risk oversight responsibilities to the committees, but relies primarily on Amundi US and its affiliates for the identification and management
or mitigation of risks relating to their management activities on behalf of the funds, as well as to oversee and advise the Board on the
risks that may arise relating to the activities of other fund service providers.
Each fund faces a number of risks, such as investment risk, counterparty
risk, valuation risk, enterprise risk, reputational risk, cybersecurity risk, risk of operational failure or lack of business continuity,
and legal, compliance and regulatory risk. The goal of risk management is to identify and address risks, i.e., events or circumstances
that could have material adverse effects on the business, operations, stockholder services, investment performance or reputation of a
fund.
Most of the funds investment management and business operations
are carried out by or through Amundi US, its affiliates, and other service providers (such as the custodian and fund accounting agent
and the transfer agent), each of which has an independent interest in risk management but whose policies and the methods by which one
or more risk management functions are carried out may differ from each funds and each others
39
in the setting of priorities, the resources available or the effectiveness
of relevant controls. Operational or other failures, including cybersecurity failures, at any one or more of the funds service providers
could have a material adverse effect on a fund and its stockholders.
Under the overall supervision of the Board or the applicable committee
of the Board, each fund, or Amundi US and the affiliates of Amundi US, or other service providers to each fund employ a variety of processes,
procedures and controls in an effort to identify, address and mitigate risks. Different processes, procedures and controls are employed
with respect to different types of risks. Various personnel, including the funds and Amundi USs chief compliance officer and
Amundi USs chief risk officer and director of internal audit, as well as various personnel of Amundi US and of other service providers,
make periodic reports to the applicable committee or to the Board with respect to various aspects of risk management. The reports received
by the Directors related to risks typically are summaries of relevant information.
The Board recognizes that not all risks that may affect a fund can
be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear
certain risks (such as investment-related risks) to achieve each funds goals, that the processes, procedures and controls employed
to address certain risks may be limited in their effectiveness, and that some risks are simply beyond the control of the funds or Amundi
US and its affiliates or other service providers. Because most of the funds operations are carried out by various service providers,
the Boards oversight of the risk management processes of those service providers, including processes to address cybersecurity and
other operational failures, is inherently limited. As a result of the foregoing and other factors, each funds ability to manage
risk is subject to substantial limitations.
It is important to note that each fund is designed for investors that
are prepared to accept investment risk, including the possibility that as yet unforeseen risks may emerge in the future.
The following table indicates the value of shares that each Director
or nominee beneficially owned in each fund and Pioneer Funds in the aggregate as of May 31, 2024, the most recent practicable date prior
to the filing of this Proxy Statement with the SEC. Beneficial ownership is determined in accordance with SEC Rule 13d-3(d)(1). The share
value of any closed-end Pioneer fund is based on its closing market price on May 31, 2024. The share value of any open-end Pioneer fund
is based on the net asset value of the class of shares on May 31, 2024. The dollar ranges in this table are in accordance with SEC requirements.
40
|
|
Aggregate Dollar |
|
|
Range of Equity |
|
|
Securities in All |
|
|
Pioneer Funds |
|
|
Overseen or to |
|
Dollar Range of |
be Overseen |
|
Equity Securities |
by Directors |
Name of Directors or Nominees |
in each Fund |
or Nominees |
INTERESTED DIRECTORS or NOMINEES |
|
|
|
$0 1 |
|
Lisa M. Jones |
$0 2 |
Over $100,000 |
|
$0 3 |
|
|
$0 1 |
|
Marco Pirondini* |
$0 2 |
Over $100,000 |
|
$0 3 |
|
INDEPENDENT DIRECTORS or NOMINEES |
|
|
|
$0 1 |
|
John E. Baumgardner, Jr. |
$0 2 |
Over $100,000 |
|
$0 3 |
|
|
$0 1 |
|
Diane Durnin |
$0 2 |
Over $100,000 |
|
$0 3 |
|
|
$0 1 |
|
Benjamin M. Friedman |
$0 2 |
Over $100,000 |
|
$0 3 |
|
|
$0 1 |
|
Craig C. MacKay |
$0 2 |
Over $100,000 |
|
$0 3 |
|
|
$0 1 |
|
Lorraine H. Monchak |
$0 2 |
Over $100,000 |
|
$0 3 |
|
|
$0 1 |
|
Thomas J. Perna |
$0 2 |
Over $100,000 |
|
Over $100,000 3 |
|
|
$0 1 |
|
Fred J. Ricciardi |
$0 2 |
Over $100,000 |
|
$0 3 |
|
1 Shares held in Pioneer Municipal High Income Fund, Inc.
2 Shares held in Pioneer Municipal High Income Advantage Fund, Inc.
3 Shares held in Pioneer Municipal High Income Opportunities Fund,
Inc.
* Mr. Pirondini was elected as a Director on January 22, 2024.
41
As of December 31, 2023, the Directors, any nominee for election as
a Director and the executive officers of each fund owned beneficially in the aggregate less than 1% of the outstanding shares of each
fund.
For each of the funds, during the most recent fiscal year, none of
the Independent Directors or any nominee for election as an Independent Director engaged in the purchase or sale of securities of Amundi
US, Amundi, Amundi US, Inc. or any other entity in a control relationship to Amundi US or Amundi Distributor US, Inc.
Material Relationships of the Independent Directors
Mr. Baumgardner, an Independent Director, is Of Counsel to Sullivan
& Cromwell LLP, which acts as independent counsel to the Independent Directors of all of the Pioneer Funds. The aggregate compensation
paid to Sullivan & Cromwell LLP by the Pioneer Funds was approximately $404,966 and $660,871 in each of 2022 and 2023.
Executive Officers of the Funds
In addition to Ms. Jones, who serves as the President and Chief Executive
Officer of each fund, and Mr. Pirondini, who serves as the Executive Vice President of each fund, the following table provides information
with respect to the other executive officers of the funds. Each executive officer is elected by the Board and serves until his or her
successor is duly elected and qualifies or until his or her resignation or removal by the Board. Each of the executive officers of the
funds is an employee of Amundi US and none of the executive officers are employees of the funds. The business address of all officers
of the funds is 60 State Street, Boston, Massachusetts 02109.
Name, age and position with each fund |
Principal occupation(s) |
Christopher J. Kelley |
Senior Vice President and Deputy General Counsel of |
(59) |
Amundi US since March 2024; Vice President and |
Secretary and Chief Legal Officer |
Associate General Counsel of Amundi US from |
|
January 2008 to March 2024; 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; Vice President |
|
and Senior Counsel of Amundi US from July 2002 to |
|
December 2007 |
Thomas Reyes |
Associate General Counsel of Amundi US since |
(61) |
March 2023; Assistant Secretary of all the Pioneer |
Assistant Secretary |
Funds since June 2010; Assistant General Counsel |
|
of Amundi US from May 2013 to March 2023 and |
|
Counsel of Amundi US from June 2007 to May 2013 |
42
|
|
Name, age and position with each fund |
Principal occupation(s) |
Heather L. Melito-Dezan |
Director - Trustee and Board Relationships of |
(47) |
Amundi US since September 2019; Assistant |
Assistant Secretary |
Secretary of Amundi US, Inc. since July 2020: |
|
Assistant Secretary of Amundi Asset Management |
|
US, Inc. since July 2020: Assistant Secretary |
|
of Amundi Distributor US, Inc. since July 2020; |
|
Assistant Secretary of all the Pioneer Funds since |
|
September 2022; Private practice from 2017 2019 |
Anthony J. Koenig, Jr. |
Managing Director, Chief Operations Officer and |
(58) |
Fund Treasurer of Amundi US since May 2021; |
Treasurer and Chief Financial and |
Treasurer of all of the Pioneer Funds since May |
Accounting Officer |
2021; Assistant Treasurer of all of the Pioneer Funds |
|
from January 2021 to May 2021; and Chief of Staff, |
|
US Investment Management of Amundi US from |
|
May 2008 to January 2021 |
Luis I. Presutti |
Director Fund Treasury of Amundi US since |
(58) |
1999; and Assistant Treasurer of all of the |
Assistant Treasurer |
Pioneer Funds since 1999 |
Gary Sullivan |
Senior Manager Fund Treasury of Amundi US |
(65) |
since 2012; and Assistant Treasurer of all of the |
Assistant Treasurer |
Pioneer Funds since 2002 |
Antonio Furtado |
Fund Oversight Manager Fund Treasury of |
(41) |
Amundi US since 2020; Assistant Treasurer of all |
Assistant Treasurer |
of the Pioneer Funds since 2020; and Senior Fund |
|
Treasury Analyst from 2012 - 2020 |
Michael Melnick |
Vice President - Deputy Fund Treasurer of |
(53) |
Amundi US since May 2021; Assistant Treasurer |
Assistant Treasurer |
of all of the Pioneer Funds since July 2021; Director |
|
of Regulatory Reporting of Amundi US from |
|
2001 2021; and Director of Tax of Amundi US from |
|
2000 2001 |
John Malone |
Managing Director, Chief Compliance Officer of |
(53) |
Amundi US Asset Management; Amundi Asset |
Chief Compliance Officer |
Management US, Inc.; and the Pioneer Funds |
|
since September 2018; Chief Compliance Officer of |
|
Amundi Distributor US, Inc. since January 2014 |
Brandon Austin |
Director, Financial Security Amundi Asset |
(52) |
Management; Anti-Money Laundering Officer of |
Anti-Money Laundering Officer |
all the Pioneer Funds since March 2022; Director of |
|
Financial Security of Amundi US since July 2021; |
|
Vice President, Head of BSA, AML and OFAC, Deputy |
|
Compliance Manager, Crédit Agricole Indosuez |
|
Wealth Management (investment management firm) |
|
(2013 2021) |
43
Compensation of Directors and Executive Officers
The Independent Directors review and set their compensation annually,
taking into consideration the committee and other responsibilities assigned to specific Directors and attendance at meetings. The compensation
paid to the Directors is then allocated among the funds as follows:
|
|
each fund with assets less than $250 million pays each Independent Directors an annual fee of $1,000. |
|
|
the remaining compensation of the Independent Directors is allocated to each fund with assets greater than $250 million based on the funds net assets. |
|
|
the Interested Directors receive an annual fee of $500 from each fund, except in the case of funds with net assets of $50 million or less, which pay each Interested Directors an annual fee of $200. Amundi US reimburses these funds for the fees paid to the Interested Directors. |
Each fund does not pay any salary or other compensation to its executive
officers, none of whom are employees of the funds. Amundi US or its affiliates compensate the funds executive officers, who are
also officers or employees of Amundi US or its affiliates. The funds pay a portion of the chief compliance officers compensation
for his services as the funds chief compliance officer. Amundi US pays the remaining portion of the chief compliance officers
compensation.
No Director has pension or retirement benefits accrued as a part of
fund expenses.
The following table sets forth certain information with respect to
the compensation paid to the Directors/nominees by each fund and by all funds in the Fund Complex for the funds most recent fiscal
year.
|
|
|
|
|
|
Pioneer |
|
Pioneer |
Total |
|
Municipal |
Pioneer |
Municipal |
Compensation |
|
High Income |
Municipal |
High Income |
from the Funds |
|
Advantage |
High Income |
Opportunities |
and Other |
Name of Director |
Fund, Inc. |
Fund, Inc. |
Fund, Inc. |
Pioneer Funds1 |
Interested Directors: |
|
|
|
|
Lisa M. Jones |
$0.00 |
$0.00 |
$0.00 |
$0.00 |
Marco Pirondini2 |
$0.00 |
$0.00 |
$0.00 |
$0.00 |
Kenneth J. Taubes3 |
$0.00 |
$0.00 |
$0.00 |
$0.00 |
44
|
|
|
|
|
|
Pioneer |
|
Pioneer |
Total |
|
Municipal |
Pioneer |
Municipal |
Compensation |
|
High Income |
Municipal |
High Income |
from the Funds |
|
Advantage |
High Income |
Opportunities |
and Other |
Name of Director |
Fund, Inc. |
Fund, Inc. |
Fund, Inc. |
Pioneer Funds1 |
Independent Directors: |
|
|
|
|
John E. Baumgardner, Jr. |
$1,609.95 |
$1,565.31 |
$1,000.00 |
$312,100.00 |
Diane Durnin |
$1,582.03 |
$1,539.38 |
$1,000.00 |
$299,762.00 |
Craig C. MacKay |
$1,567.07 |
$1,601.57 |
$1,000.00 |
$294,177.00 |
Benjamin M. Friedman |
$1,650.84 |
$1,523.80 |
$1,000.00 |
$331,190.00 |
Lorraine H. Monchak |
$1,662.52 |
$1,612.42 |
$1,000.00 |
$336,353.00 |
Thomas J. Perna |
$1,805.08 |
$1,745.22 |
$1,000.00 |
$402,100.00 |
Fred J. Ricciardi |
$1,660.34 |
$1,611.92 |
$1,000.00 |
$330,853.00 |
|
|
The most recent fiscal year end for Pioneer Municipal High Income Advantage Fund, Inc. is March 31, 2024, and the most recent fiscal year end for each of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc. is April 30, 2024. |
1 |
|
As of the fiscal years ended March 31, 2024 and April 30, 2024, there were 46 U.S. registered funds in the Pioneer Funds. |
2 |
|
Mr. Pirondini was elected as a Director of the fund on January 22, 2024. |
3 |
|
Mr. Taubes retired as a Director of the Pioneer Funds effective January 1, 2024. |
Investment Adviser and Administrator
Amundi US, whose executive offices are located at 60 State Street,
Boston, Massachusetts 02109, serves as investment adviser and administrator to each fund.
Amundi US is an indirect, wholly owned subsidiary of Amundi and Amundis
wholly owned subsidiary, Amundi Holdings US, Inc. Amundi, one of the worlds largest asset managers, is headquartered in Paris, France.
As of March 31, 2024, Amundi had more than $2.2 trillion in assets under management worldwide. As of March 31, 2024, Amundi US (and
its U.S. affiliates) had over $104 billion in assets under management.
Required Stockholder Vote
In accordance with the Bylaws for each of Pioneer Municipal High Income
Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc., the holders of Common Stock and Preferred Stock of the fund will vote
on the respective nominees designated to be elected by such class of shares.
A majority of all of the votes entitled to be cast at a meeting of
stockholders duly called and at which a quorum is present, with the holders of Common Stock and Preferred Stock voting together as a single
class, is required to elect each nominee designated to be elected by the holders of Common Stock and Preferred Stock for Director.
45
- |
|
Mr. Perna, and Mr. Ricciardi are the Boards nominees for election by the holders of Common Stock and Preferred Stock of the fund, voting together as a single class, as Class III Directors of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. |
A majority of all of the votes of the outstanding Preferred Stock
is required to elect each nominee designated to be elected by the holders of Preferred Stock of the fund.
- |
|
Mr. MacKay is the Boards nominee for election by the holders of Preferred Stock only as a Class III Director of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. |
In accordance with the Bylaws for Pioneer Municipal High Income Opportunities
Fund, Inc., a majority of all of the votes entitled to be cast at a meeting of stockholders duly called and at which a quorum is present
is required to elect each nominee for Director.
- |
|
Mr. MacKay, Mr. Perna and Mr. Ricciardi are the Boards nominees for election by the holders of Common Stock as Class III Directors of Pioneer Municipal High Income Opportunities Fund, Inc.; and Ms. Durnin is the Boards nominee for election by the holders of Common Stock as a Class II Director of Pioneer Municipal High Income Opportunities Fund, Inc. |
Board Recommendation
For the reasons set forth above, the Directors of your fund unanimously
recommend that stockholders vote on the WHITE proxy card FOR each of Mr. MacKay, Mr. Perna, Mr. Ricciardi and Ms. Durnin. Please do
not return or vote any other color proxy card you may receive.
46
AUDITOR INFORMATION
Each funds Board, with the approval and recommendation of the
Audit Committee, has selected Deloitte & Touche LLP to serve as the independent registered public accounting firm for the funds
current fiscal year. Deloitte & Touche LLP, in accordance with Independence Standards Board Standard No. 1 (ISB No. 1), confirmed
to the Audit Committee that it is an independent registered public accounting firm with respect to the funds. Deloitte & Touche LLP
replaced Ernst & Young LLP. . Ernst & Young LLP resigned as each funds independent registered public accounting firm, effective
March 25, 2024. Ernst & Young LLP served as the independent registered public accounting firm for Pioneer Municipal High Income Advantage
Fund, Inc. for the fiscal year ended March 31, 2023, Pioneer Municipal High Income Fund, Inc. for the fiscal year ended April 30, 2023,
and Pioneer Municipal High Income Opportunities Fund, Inc. for the fiscal year ended April 30, 2023. Deloitte & Touche LLP served
as the independent registered public accounting firm for Pioneer Municipal High Income Advantage Fund, Inc. for the fiscal year ended
March 31, 2024, Pioneer Municipal High Income Fund, Inc. for the fiscal year ended April 30, 2024, and Pioneer Municipal High Income Opportunities
Fund, Inc. for the fiscal year ended April 30, 2024.
During the periods that Ernst & Young LLP served as each funds
independent registered public accounting firm, including each funds two most recent fiscal years, Ernst & Young LLPs reports
on each funds 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. During the periods that Ernst & Young LLP served as each funds
independent registered public accounting firm, including each funds two most recent fiscal years, there were no disagreements with
Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference
to the subject matter of the disagreement in connection with its reports on the financial statements for such periods. In addition, there
have been no reportable events related to the funds, as that term is defined in Item 304 (a)(1)(v) of Regulation S-K under the Securities
Exchange Act of 1934.
Audit Fees
The following are aggregate fees billed for professional services
rendered by Deloitte & Touche LLP for the most recently completed fiscal year and Ernst & Young LLP for the prior fiscal year
for its audit of each funds annual financial statements and fees related to services that are normally provided by Deloitte &
Touche LLP and Ernst & Young LLP in connection with statutory and regulatory filings for the two most recent fiscal years. All of
these services were pre-approved by the Audit Committee of each fund pursuant to Regulation S-X.
47
|
|
|
|
For the fiscal year |
For the fiscal year |
|
ended 3/31/2024 |
ended 3/31/2023 |
Pioneer Municipal High Income |
|
|
Advantage Fund, Inc. |
$47,300.00 |
$45,505.00 |
|
For the fiscal year |
For the fiscal year |
|
ended 4/30/2024 |
ended 4/30/2023 |
Pioneer Municipal High |
|
|
Income Fund, Inc. |
$47,300.00 |
$45,505.00 |
Pioneer Municipal High Income |
|
|
Opportunities Fund, Inc. |
$47,000.00 |
$45,150.00 |
Audit-Related Fees
The following are aggregate audit-related fees billed for assurance
and related services by Deloitte & Touche LLP and Ernst & Young LLP to each fund that are related to agreed upon procedures related
to the ratings of each funds Preferred Stock (if any) for the two most recent fiscal years. All of these services were pre-approved
by the Audit Committee of each fund pursuant to Regulation S-X.
|
|
|
|
For the fiscal year |
For the fiscal year |
|
ended 3/31/2024 |
ended 3/31/2023 |
Pioneer Municipal High Income |
|
|
Advantage Fund, Inc. |
$0.00 |
$2,337.20 |
|
For the fiscal year |
For the fiscal year |
|
ended 4/30/2024 |
ended 4/30/2023 |
Pioneer Municipal High |
|
|
Income Fund, Inc. |
$0.00 |
$2,279.89 |
Pioneer Municipal High Income |
|
|
Opportunities Fund, Inc. |
$0.00 |
$2,042.20 |
Tax Fees
The following are aggregate fees billed for professional services,
primarily for tax returns, rendered by Deloitte & Touche LLP and Ernst & Young LLP for tax compliance, tax advice and tax planning
to each fund for the two most recent fiscal years. All of these services were pre-approved by the Audit Committee of each fund pursuant
to Regulation S-X.
|
|
|
|
For the fiscal year |
For the fiscal year |
|
ended 3/31/2024 |
ended 3/31/2023 |
Pioneer Municipal High Income |
|
|
Advantage Fund, Inc. |
$10,500.00 |
$10,105.00 |
48
|
|
|
|
For the fiscal year |
For the fiscal year |
|
ended 4/30/2024 |
ended 4/30/2023 |
Pioneer Municipal High |
|
|
Income Fund, Inc. |
$10,500.00 |
$10,105.00 |
Pioneer Municipal High Income |
|
|
Opportunities Fund, Inc. |
$10,500.00 |
$10,105.00 |
All Other Fees
There were no fees billed for other services rendered by Deloitte
& Touche LLP or Ernst & Young LLP to the funds.
Affiliates Fees for Non-Audit Services Required to be Pre-Approved
Each funds 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 funds investment adviser and any entity controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the fund (hereinafter referred to as affiliates of the fund). For the
fiscal years ended March 31, 2024 and 2023, for Pioneer Municipal High Income Advantage Fund, Inc., there were no services provided to
an affiliate that required the funds Audit Committee pre-approval. For the fiscal years ended April 30, 2024 and 2023, for Pioneer
Municipal High Income Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc., there were no services provided to an affiliate
that required the funds Audit Committee pre-approval.
General Audit Committee Approval Policy
|
|
For all projects, each of the officers of the funds and the funds independent registered public accounting firm will make an assessment to determine that any proposed projects will not impair independence. |
|
|
Potential services will be classified into the four non-restricted service categories and the Approval of Audit, Audit-Related, Tax and Other Services Policy will be applied. Any services outside the specific pre-approved service subcategories set forth above must specifically be approved by each funds Audit Committee. |
|
|
At least quarterly, each funds 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 funds
independent public accounting firm to Amundi US and any entity controlling, controlled by or under common control with the investment
adviser that provides ongoing services to the fund (Covered Service Providers) if the engagement 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.
49
The Audit Committee may not approve non-audit services that the Audit
Committee believes may impair the independence of the independent registered public accounting firm. Permissible non-audit services include
any professional services (including tax services) that are not prohibited services as described below provided to the fund by the independent
registered public accounting firm, other than those provided to a fund in connection with an audit or a review of the financial statements
of the fund. Permissible non-audit services may not include (a) bookkeeping or other services related to the accounting records or financial
statements of the fund; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions
or contribution-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources;
(g) broker or dealer, investment adviser or investment banking services; (h) legal services and expert services unrelated to the audit;
and (i) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by each funds Audit Committee of any permissible
non-audit services is not required so long as: (a) the aggregate amount of all such permissible non-audit services provided to a fund,
Amundi US and any Covered Service Provider constitutes not more than 5% of the total amount of revenues paid to the independent registered
public accounting firm during the fiscal year in which the permissible non-audit services are provided to (i) the fund, (ii) Amundi US
and (iii) any Covered Service Provider during the fiscal year in which services are provided that would not have to be approved by the
Audit Committee; (b) the permissible non-audit services were not recognized by the fund at the time of the engagement to be non-audit
services; and (c) such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee (or its
delegate(s)) prior to completion of the audit.
Aggregate Non-Audit Fees
The aggregate non-audit fees billed by Deloitte & Touche LLP and
Ernst & Young LLP for services rendered to each fund and its affiliates, as previously defined, were as follows.
|
|
|
|
For the fiscal year |
For the fiscal year |
|
ended 3/31/2024 |
ended 3/31/2023 |
Pioneer Municipal High Income |
|
|
Advantage Fund, Inc. |
$0.00 |
$0.00 |
|
For the fiscal year |
For the fiscal year |
|
ended 4/30/2024 |
ended 4/30/2023 |
Pioneer Municipal High |
|
|
Income Fund, Inc. |
$0.00 |
$0.00 |
Pioneer Municipal High Income |
|
|
Opportunities Fund, Inc. |
$0.00 |
$0.00 |
50
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 LLPs independence in performing audit services.
Representatives of Deloitte & Touche LLP will be available at
the annual meeting, will have the opportunity to make a statement should they desire to do so, and will be available to answer questions.
51
INFORMATION CONCERNING THE MEETINGS
Outstanding Shares and Quorum
As of the record date, August 9, 2024, the following shares of Common
Stock and Preferred Stock were outstanding for each fund:
|
|
|
|
|
Common Stock |
Preferred Stock |
Pioneer Municipal High Income |
|
|
|
Advantage Fund, Inc. |
23,914,439 |
Variable Rate |
|
|
MuniFund Term |
|
|
Preferred Shares |
|
|
Series 2021 |
500 |
Pioneer Municipal High |
|
|
|
Income Fund, Inc. |
22,771,349 |
Variable Rate |
|
|
MuniFund Term |
|
|
Preferred Shares |
|
|
Series 2021 |
500 |
Pioneer Municipal High Income |
|
|
|
Opportunities Fund, Inc. |
16,885,273 |
None |
|
Only stockholders of record as of the close of business on the record
date are entitled to notice of and to vote at the annual meeting. With respect to matters to be voted on by the holders of Common Stock
and Preferred Stock of a fund voting together as a single class, the presence in person or by proxy of stockholders entitled to cast a
majority of the votes entitled to be cast at the annual meeting (without regard to class) on such matters shall constitute a quorum for
the transaction of business on such matters. With respect to matters to be voted on by the Preferred Stock of a fund voting as a separate
class (if any), the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the
annual meeting by holders of stock of such class on such matters shall constitute a quorum for the transaction of business on such matters.
Ownership of Shares of the Funds
Pioneer Municipal High Income Advantage Fund, Inc.
To the best of the funds knowledge, as of August 9, 2024,
Cede & Co., a nominee for participants in the Depository Trust Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held
of record 23,906,382.673 shares, equal to approximately 99.97% of the funds outstanding Common Stock, including the shares shown
below:
52
|
|
|
|
Name and Address of |
Share |
Number |
|
Beneficial Owner |
Class |
of Shares |
% of Class |
Saba Capital Management, L.P. |
|
|
|
Boaz R. Weinstein |
|
|
|
Saba Capital Management GP, LLC |
|
|
|
405 Lexington Avenue, 58th Floor |
|
|
|
New York, New York 10174 |
Common |
3,103,620 |
12.98%(1) |
Sit Investment Associates, Inc. |
|
|
|
Sit Fixed Income Advisors II, LLC |
|
|
|
80 South Eighth Street, Suite 3300 |
|
|
|
Minneapolis, MN 55402 |
Common |
1,814,668 |
7.59%(2) |
(1) |
|
Based on an Update and Supplement to Shareholder Notice of Intent to Nominate a Person for Election provided to the Fund by Saba Capital Master Fund, Ltd. on August 8, 2024, and Form 4 filed by Saba Capital Management, L.P. and Boaz R. Weinstein on August 8, 2024. |
(2) |
|
Based on Schedule 13G filed by Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC on August 14, 2024. |
To the best of the funds knowledge, as of August 9, 2024, Bank
of America Corporation, 100 North Tryon Street, Charlotte, North Carolina 28255 and Banc of America Preferred Funding Corporation, 214
North Tryon Street, Charlotte, North Carolina 28255, held of record 500 shares, equal to 100% of the funds outstanding Variable
Rate MuniFund Term Preferred Shares Series 2021.
53
Pioneer Municipal High Income Fund, Inc.
To the best of the funds knowledge, as of August 9, 2024,
Cede & Co., a nominee for participants in the Depository Trust Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held
of record 22,762,780.241 shares, equal to approximately 99.96% of the funds outstanding Common Stock, including the shares shown
below:
|
|
|
|
Name and Address of |
Share |
Number |
|
Beneficial Owner |
Class |
of Shares |
% of Class |
Saba Capital Management, L.P. |
|
|
|
Boaz R. Weinstein |
|
|
|
Saba Capital Management GP, LLC |
|
|
|
405 Lexington Avenue, 58th Floor |
|
|
|
New York, New York 10174 |
Common |
3,579,043 |
15.72%(1) |
Sit Investment Associates, Inc. |
|
|
|
3300 IDS Center |
|
|
|
80 South Eighth Street |
|
|
|
Minneapolis, MN 55402 |
Common |
1,371,346 |
6.02%(2) |
Pathstone Family Office, LLC |
|
|
|
Pathstone Holdings, LLC |
|
|
|
10 Sterling Boulevard, Suite 402 |
|
|
|
Englewood, NJ 07631 |
Common |
1,171,522 |
5.14%(3) |
(1) |
|
Based on an Update and Supplement to Shareholder Notice of Intent to Nominate a Person for Election provided to the Fund by Saba Capital Master Fund, Ltd. on August 8, 2024, and Form 4 filed by Saba Capital Management, L.P. and Boaz R. Weinstein on August 8, 2024. |
(2) |
|
Based on Schedule 13G filed by Sit Investment Associates, Inc. on February 13, 2024. |
(3) |
|
Based on Form 13F filed by Pathstone Holdings, LLC on February 14, 2024. |
To the best of the funds knowledge, as of August 9, 2024, Bank
of America Corporation, 100 North Tryon Street, Charlotte, North Carolina 28255 and Banc of America Preferred Funding Corporation, 214
North Tryon Street, Charlotte, North Carolina 28255, held of record 500 shares, equal to 100% of the funds outstanding Variable
Rate MuniFund Term Preferred Shares Series 2021.
54
Pioneer Municipal High Income Opportunities Fund, Inc.
To the best of the funds knowledge, as of August 9, 2024,
Cede & Co., a nominee for participants in the Depository Trust Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held
of record 16,884,234.424 shares equal to approximately 99.99% of the funds outstanding Common Stock, including the shares shown
below:
|
|
|
|
Name and Address of |
Share |
Number |
|
Beneficial Owner |
Class |
of Shares |
% of Class |
Sit Investment Associates, Inc. |
|
|
|
3300 IDS Center |
|
|
|
80 South Eighth Street |
|
|
|
Minneapolis, MN 55402 |
Common |
1,846,415 |
10.94%(1) |
Saba Capital Management, L.P. |
|
|
|
Boaz R. Weinstein |
|
|
|
Saba Capital Management GP, LLC |
|
|
|
405 Lexington Avenue, 58th Floor |
|
|
|
New York, New York 10174 |
Common |
1,790,105 |
10.60%(2) |
(1) |
|
Based on Form 13F filed by Sit Investment Associates, Inc. on February 13, 2024. |
(2) |
|
Based on an Update and Supplement to Shareholder Notice of Intent to Nominate a Person for Election provided to the Fund by Saba Capital Master Fund, Ltd. on August 8, 2024, and Form 4 filed by Saba Capital Management, L.P. and Boaz R. Weinstein on August 8, 2024. |
Stockholder Proposals
Under Rule 14a-8 of the Exchange Act (relating to stockholder proposals),
any stockholder proposal that may properly be included in your funds proxy statement for the 2025 annual meeting, must be received
by the Secretary of the fund at the funds principal office at 60 State Street, Boston, Massachusetts 02109 at least 120 calendar
days prior to the anniversary of the date the funds proxy statement for the 2024 annual meeting was released to its stockholders,
or on or before April 21, 2025. A proposal or nomination that is not to be included in a funds proxy statement may be made at the
2025 annual meeting for such fund only if it is received by the Secretary of the fund at the funds principal office at 60 State
Street, Boston, Massachusetts 02109 not earlier than 150 days (i.e., March 22, 2025) and not later than 5:00 p.m., Eastern Time, 120 days
(i.e., April 21, 2025) before the anniversary of the date of the funds proxy materials for the 2024 annual meeting provided, however,
that in the event that the date of the 2025 annual meeting for a fund is advanced or delayed by more than thirty (30) days from the anniversary
date of the 2024 annual meeting, notice by a stockholder to be timely must be so delivered not earlier than the 150th day prior to the
date of the 2025 annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of the 2025
annual meeting, as originally convened, or the 10th day following the day on which public announcement of the date of such annual meeting
is first made by the fund. The funds Bylaws require that certain information must be provided by the stockholder to the fund when
notice of a nominee for election as a Director or proposal is submitted to the fund.
55
The submission by a stockholder of a proposal for inclusion in a proxy
statement does not guarantee that it will be included. Each of Pioneer Municipal High Income Fund, Inc., Pioneer Municipal High Income
Advantage Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc. currently expect to hold the next annual stockholders
meeting on or about October 2, 2025, which date is subject to change. Stockholder proposals are subject to certain regulations under the
federal securities laws.
Proxies, Quorum and Voting at the Annual Meeting
Stockholders who execute proxies or provide voting instructions by
telephone or the Internet generally have the power to revoke them at any time before a vote is taken on a proposal by executing a superseding
proxy or by submitting a notice of revocation to the Secretary of the fund. In addition, although mere attendance at the meeting will
not revoke a proxy, a stockholder present at the meeting may withdraw his or her proxy and vote at the meeting. All shares represented
by properly executed and unrevoked proxies received in time for the meeting will be voted in accordance with the instructions contained
in the proxies. If no instruction is given, the persons named as proxies will vote the shares represented thereby for the election of
each of the Boards nominees for election as a Director, as described above, and will vote in their discretion in connection with
the transaction of such other business as may properly come before the meeting or any postponements or adjournments thereof.
Only stockholders of record as of the close of business on the record
date are entitled to notice of and to vote at the meeting.
For each of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal
High Income Advantage Fund, Inc.: with respect to matters to be voted on by the holders of Common Stock and Preferred Stock of a fund
voting together as a single class, the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled
to be cast at the meeting (without regard to class) on such matters shall constitute a quorum for the transaction of business on such
matters; with respect to matters to be voted on by the Preferred Stock of a fund voting as a separate class (if any), the presence in
person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting by holders of stock of
such class on such matters shall constitute a quorum for the transaction of business on such matters.
For Pioneer Municipal High Income Opportunities Fund, Inc.: the presence
in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting by holders of stock
of such fund shall constitute a quorum for the transaction of business at the meeting.
An inspector of elections appointed for the meeting will determine
whether a quorum is present and will tabulate votes cast at the meeting. If a quorum is not present, we expect to adjourn the annual meeting
until we obtain a quorum.
Abstentions and broker non-votes, if any, will be treated
as present for purposes of determining a quorum. Broker non-votes occur when a broker or nominee holding shares in street
name does not vote on a proposal because the broker or nominee does not
56
have discretionary voting power for that particular item and has not
received instructions from the beneficial owner. If your shares are held in the name of a brokerage firm, and the brokerage firm has not
received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the
shares on that proposal unless it is a routine matter. If Saba Capital files definitive proxy materials to contest the election
of the funds Director nominees and mails such materials to you, then, pursuant to the rules of the NYSE which provide that there
can be no routine proposals at a meeting that is the subject of a contested solicitation, none of the matters to be voted on at the annual
meeting will be deemed routine matters. Accordingly, brokers will not be permitted to vote your shares at the annual meeting
with respect to the election of nominees without your instructions as to how to vote. Please instruct your broker how to vote your shares
using the voting instruction form provided by your broker. Since it is not expected that any of the proposals being presented at the annual
meeting will be routine, it is not expected that there will be any broker non-votes at the annual meeting. Accordingly, the funds do not
anticipate that there will be any broker non-votes included in the calculation of the number of shares represented at the annual meeting
for purposes of determining whether a quorum has been achieved.
On any matter submitted to a vote of stockholders each whole share
shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate
fractional vote.
Stockholders may not cumulate votes for Director nominees. The last
proxy card submitted by a stockholder will be counted. Stockholders do not have rights of appraisal or similar rights of dissenters in
connection with the election of Directors.
As discussed more fully under Proposal 1 above, nominees must be elected
by a majority of all the votes entitled to be cast at a meeting of stockholders duly called and at which a quorum is present. Because
the required vote for Proposal 1 is based on the number of votes the funds stockholders are entitled to cast rather than on the
number of votes cast, failure to vote your shares (including failure to give voting instructions to your broker, bank or other nominee),
abstentions and broker non-votes (if any) will have the same effect as voting AGAINST the election of the directors.
As previously disclosed, the Board of Directors of each fund has adopted
a resolution to opt in to the provisions of the Maryland Control Share Acquisition Act (MCSAA). Generally, the MCSAA provides
that a holder of control shares (as defined in the MCSAA) of a Maryland corporation (e.g., a fund) acquired in a control
share acquisition (as defined in the MCSAA) will not be entitled to vote its control shares unless the other stockholders of the
corporation reinstate those voting rights. Generally, control shares are shares that, when aggregated with shares already
owned by an acquiring person, would entitle the acquiring person to exercise 10% or more, 33 1/3% or more, or a majority of the total
voting power of shares entitled to vote in the election of directors. There can be no assurance that the MCSAA will be enforceable with
respect to the funds.
57
Adjournments
The annual meeting with respect to one or more funds may, by action
of the chair of the meeting and without any action by stockholders, be adjourned from time to time with respect to one or more matters
to be considered at the annual meeting to a later date and time and at a place announced at the annual meeting, whether or not a quorum
is present with respect to such matter, and the meeting may be held as adjourned without further notice other than announcement at the
meeting, provided that the new meeting date is not more than 120 days from the original record date. At the discretion of the chair, if
a quorum is present with respect to a proposal to be considered at the meeting, a vote may be taken on the proposal prior to such adjournment.
Such vote will be considered final regardless of whether the meeting is adjourned with respect to any other proposal. The meeting may
be postponed prior to the meeting. If the annual meeting with respect to a fund is postponed, that fund will give notice of the postponed
meeting to stockholders.
Method of Solicitation and Expenses
The cost of preparing, printing and mailing the enclosed proxy statement,
accompanying Notice of Annual Meeting of Stockholders and the accompanying proxy card for each fund will be borne by that fund. In addition
to soliciting proxies by mail, Amundi US may, at the funds expense, have one or more of the funds officers, representatives
or compensated third-party agents, including Amundi US and Amundi Distributor US, Inc., aid in the solicitation of proxies by telephone,
facsimile, electronic mail, text message, internet, and other electronic means and by personal solicitation 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 EQ Fund Solutions, LLC to provide solicitation
and advisory services in connection with this solicitation. As a result of the potential proxy solicitation by Saba Capital, the funds
may incur additional costs in connection with the solicitation of proxies. Although no precise estimate can be made at the present time,
it is currently estimated that the funds aggregate out-of-pocket expenses, including those of EQ Fund Solutions, LLC, related to
this proxy solicitation, in excess of those normally spent for an annual meeting and as a result of the potential proxy contest by Saba
Capital and excluding base annual retainers and meeting fees of our Directors, are currently estimated to be approximately $1,400,000.
These solicitation costs are expected to include the fees payable to our proxy solicitor; fees of outside counsel and advisers to advise
us in connection with a contested solicitation of proxies; increased costs related to investor relations; increased mailing costs, such
as the costs of additional mailings of solicitation material to stockholders, including printing costs, mailing costs and the reimbursement
of reasonable expenses of banks, brokerage houses and other agents incurred in forwarding solicitation materials to beneficial owners
of each funds shares, as described above; and the costs of retaining an independent inspector of election.
As noted above, EQ Fund Solutions, LLC will also assist the Board
in the solicitation of proxies. EQ Fund Solutions, LLC will solicit proxies from individuals, brokers, banks, bank nominees, and other
institutional holders. EQ Fund Solutions, LLC anticipates that
58
approximately 40 of its employees and/or other persons will be
involved in soliciting the funds stockholders. EQ Fund Solutions, LLC does not believe that any of its owners, managers, officers,
employees, affiliates, or controlling persons, if any, is a participant in this proxy solicitation.
Stockholders may also be solicited by advertisements in periodicals,
press releases issued by the funds, letters from the funds to stockholders, postings on the funds website and/ or other websites,
including, without limitation, social media websites. Unless expressly indicated otherwise, information contained on the funds website
is not part of this Proxy Statement. In addition, none of the information on the other websites listed in this Proxy Statement is part
of this Proxy Statement. These website addresses are intended to be inactive textual references only.
Appendix A sets forth information relating to those persons, including
the Boards nominees, the Directors who are not nominees, the funds executive officers, and officers and employees of Amundi
US, who are considered participants in the funds solicitation under the rules of the SEC by reason of their position
as Directors and/or nominees of the funds or because they may solicit proxies on behalf of the funds.
Each fund may also arrange to have votes recorded by telephone, the
internet or other electronic means. The voting procedures used in connection with such voting methods are designed to authenticate stockholders
identities, to allow stockholders to authorize the voting of their shares in accordance with their instructions and to confirm that their
instructions have been properly recorded. In the case of telephone voting, stockholders would be called at the phone number the transfer
agent, Equiniti Trust Company, has in its records for their accounts, and would be asked for their Social Security number or other identifying
information. The stockholders would then be given an opportunity to authorize proxies to vote their shares at the meeting in accordance
with their instructions. In the case of automated telephone and internet voting, stockholders would be required to provide their Social
Security number or other identifying information and would receive a confirmation of their instructions.
Persons holding shares as nominees will be reimbursed by the fund,
upon request, for the reasonable expenses of mailing soliciting materials to the principals of the accounts.
59
OTHER MATTERS
Except as disclosed in this Proxy
Statement, the Board knows of no other matters to be presented for stockholder action at the annual meeting. However, if other matters
do properly come before the annual meeting or any adjournments or postponements thereof, the Board intends that the persons named as proxy
holders on the Boards WHITE proxy
card will vote upon such matters in their discretion, subject to compliance with Rule 14a-4(c) of the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
Christopher J. Kelley
Chief Legal Officer and Secretary
August 19, 2024
60
IMPORTANT!
PLEASE SIGN, DATE, AND MAIL THE ENCLOSED
WHITE PROXY
CARD TODAY!
WE
URGE YOU NOT TO SIGN ANY PROXY CARD
OR VOTING INSTRUCTION FORM SENT TO YOU BY SABA CAPITAL
OR ANY PERSON OTHER THAN THE FUND
Remember, you can vote your shares
by telephone or via the Internet. Please follow the easy instructions on the enclosed WHITE proxy
card.
If you have any questions or need assistance
in voting your shares, please contact our proxy solicitor:
EQ Fund Solutions, LLC, toll free at (800) 591-6309.
61
This page for your notes.
APPENDIX A
SUPPLEMENTAL INFORMATION CONCERNING PARTICIPANTS
Set forth below (or cross-referenced to the section of the Proxy Statement
where the information can be found) are (i) the name, present principal occupation, and business address of each of the Boards nominees,
each of whom is a Director, (ii) the name, present principal occupation, and business address of each of the Directors, and (iii) the
name, present principal occupation, and business address of certain individuals who, under SEC rules, are considered to be participants
in each funds solicitation of proxies from its stockholders in connection with the annual meeting (collectively, the Participants).
Directors and Nominees
Each of the Boards nominees are currently Directors of each
fund. The names and principal occupations of the Directors are included in the Proxy Statement under the section titled Proposal
No. 1 Election of Directors - Information Regarding the Boards Nominees and Directors. The business address for each of the
funds Directors is: c/o Pioneer Funds, 60 State Street, Boston, MA 02109.
Other Participants
The names and principal occupations of the other individuals who may
be considered Participants if any such persons solicit proxies are set forth below. The business address for each such person
is: c/o Pioneer Funds, 60 State Street, Boston, MA 02109.
|
|
Name |
Principal Occupation |
Lisa M. Jones |
Director, CEO and President of Amundi US, Inc. (investment |
Director, President and Chief |
management firm) (since September 2014); Director, CEO |
Executive Officer of each fund |
and President of Amundi Asset Management US, Inc. (since |
|
September 2014); Director, CEO and President of Amundi |
|
Distributor US, Inc. (since September 2014); Director, CEO |
|
and President of Amundi Asset Management US, Inc. (since |
|
September 2014); Chair, Amundi US, Inc., Amundi Distributor |
|
US, Inc. and Amundi Asset Management US, Inc. (September |
|
2014 2018); Managing Director, Morgan Stanley Investment |
|
Management (investment management firm) (2010 2013); |
|
Director of Institutional Business, CEO of International, Eaton |
|
Vance Management (investment management firm) (2005 |
|
2010); Director of Amundi Holdings US, Inc. (since 2017) |
Marco Pirondini |
Executive Vice President and Chief Investment Officer of |
Director and Executive Vice |
Amundi Asset Management US, Inc. since January 2024; |
President of each fund |
Senior Managing Director and Head of Equities U.S. of |
|
Amundi US from 2010 to December 2023 |
Jonathan Duensing |
Senior Managing Director and Head of Fixed Income, US |
|
(since 2021) at Amundi Asset Management US, Inc. |
A-1
|
|
Name |
Principal Occupation |
John (Jake) Crosby van Roden III |
Managing Director and Director of Municipals, US (since |
Fund Portfolio Manager |
2024) at Amundi Asset Management US, Inc. |
Prakash Vadlamani |
Senior Vice President, Associate Portfolio Manager and |
Fund Portfolio Manager |
Senior Credit Analyst (since 2024) at Amundi Asset |
|
Management US, Inc. |
Information Regarding Ownership of Company Securities by Participants
As of July 31, 2024, the most recent practicable date prior to the
filing of this Proxy Statement with the SEC, Thomas J. Perna, a Director of each fund, held beneficially shares of Pioneer Municipal High
Income Opportunities Fund, Inc. with a value of over $100,000. Other than Mr. Perna, none of the Participants beneficially own any
debt or equity security issued by a fund, and none of the Participants own any debt or equity security issued by a fund of record that
he or she does not also own beneficially.
Transactions in the Funds Securities by Participants
Between July 31, 2022 and July 31, 2024, none of the Participants
engaged in any purchases or sales of a funds securities.
Miscellaneous Information Regarding Participants
Except as described in the Proxy Statement or this Appendix A, to
each funds knowledge: none of the Participants (i) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act),
directly or indirectly, any shares or other securities of a fund or any of the funds subsidiaries, (ii) has purchased or sold any
of such securities within the past two years, or (iii) is, or within the past year was, a party to any contract, arrangement or understanding
with any person with respect to any such securities. Except as disclosed in this Appendix A or the Proxy Statement, no associates of a
participant beneficially owns, directly or indirectly, any of our securities. Other than as disclosed in this Appendix A or
the Proxy Statement, neither the funds nor any of the participants have a substantial interest, direct or indirect, by security
holdings or otherwise, in any matter to be acted upon at the annual meeting. In addition, neither the funds nor any of the Participants
has been within the past year party to any contract, arrangement or understanding with any person with respect to any of our securities,
including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies. During the past ten years, no participant has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
Other than as set forth in this Appendix A or this Proxy Statement,
none of the Participants or any of their associates have (i) any arrangements or understandings with any person with respect to any future
employment by the funds or the funds affiliates or with respect to any future transactions to which the funds or any of their affiliates
will or may be a party or (ii) a direct or indirect material interest in any transaction or series of similar transactions since the beginning
of a funds last fiscal year or any currently proposed transactions, to which a fund or any of its subsidiaries was or is to be a
party in which the amount involved exceeded $120,000.
A-2
This page for your notes.
33905-00-0824
SIGN, DATE AND VOTE ON THE REVERSE SIDE |
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY
SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! |
Pioneer
Municipal High Income Opportunities Fund, Inc.
(“MIO”
or the “Fund”)
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 3, 2024
This proxy is solicited on behalf of the Board of Directors of
the Fund. I (we) the undersigned holder(s) of shares of common stock of the Fund, having received notice of the meeting and proxy
statement, and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them,
my (our) attorneys (with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual
Meeting of Stockholders (the “Annual Meeting”) of the Fund scheduled to be held on October 3, 2024, at 3:00 p.m. Eastern
Time at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, MA 02110 and any adjournments, postponements,
continuation or rescheduling thereof, and to vote and act upon the following matters (as more fully described in the accompanying
proxy statement) in respect of all shares of common stock of the Fund which I (we) would possess if personally present. This proxy
will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the Annual Meeting
(including any adjournments, postponements, continuation or rescheduling thereof).
Do you have questions?
If you have any questions about how to vote your proxy, please call toll-free (800) 591-6309.
Representatives are available to assist you Monday through Friday 9:00am – 10:00pm Eastern Time.
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting of Stockholders to Be Held on October 3, 2024. The proxy statement for this meeting is available at:
https://vote.proxyonline.com/pioneer/docs/proxy.pdf
Pioneer Municipal High Income
Opportunities Fund, Inc.
YOUR SIGNATURE IS REQUIRED
FOR YOUR VOTE TO BE COUNTED. The signer(s) acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of the
accompanying Proxy Statement. Your signature(s) on this proxy card should be exactly as your name(s) appear on the reverse
side of this proxy card. If the shares are held jointly, either owner may sign this proxy card. Attorneys-in-fact, executors,
administrators, trustees or guardians should indicate the full title and capacity in which they are signing. |
_______________________________________________________________
SIGNATURE (AND TITLE IF APPLICABLE) DATE
_______________________________________________________________
SIGNATURE (IF HELD JOINTLY) DATE
|
This proxy is solicited on behalf of the Fund’s Board of Directors.
If you specify a vote for a Proposal, your proxy will be voted as you indicate. If you simply sign and date the proxy card, but don’t
specify a vote for a Proposal, your shares will be voted “FOR” each Nominee listed in Proposal 1 and Proposal
2below. The proxy will be voted in accordance with the proxy holders’ discretion as to any other business that may properly come
before the Annual Meeting of Stockholders or any adjournments, postponements, continuation or rescheduling thereof.
THE FUND’S BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE “FOR” EACH NOMINEE LISTED BELOW.
TO VOTE, MARK
CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●
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FOR |
AGAINST |
ABSTAIN |
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1. |
To elect three Class III Directors of the Fund, as named in the proxy statement, each to serve until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies: |
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1a. Thomas J. Perna |
○ |
○ |
○ |
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1b. Fred J. Ricciardi |
○ |
○ |
○ |
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1c. Craig C. MacKay |
○ |
○ |
○ |
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2. |
To elect one Class II Director, as named in the proxy statement, to serve until the second annual meeting following her election and until her successor is duly elected and qualifies: |
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2a. Diane Durnin |
○ |
○ |
○ |
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3. |
To consider and act upon any other business that may properly come before the Annual Meeting or any adjournments, postponements, continuation or rescheduling thereof. |
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THANK YOU FOR VOTING
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