UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Pursuant to Rule 14a-12
PIONEER DIVERSIFIED HIGH INCOME TRUST
PIONEER FLOATING RATE TRUST
PIONEER HIGH INCOME TRUST
PIONEER MUNICIPAL HIGH INCOME TRUST
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
(Name of Registrant(s) as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
PIONEER FLOATING RATE TRUST (PHD)
PIONEER HIGH INCOME TRUST (PHT)
PIONEER MUNICIPAL HIGH INCOME TRUST (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST (MAV)
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
1-800-622-3265
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR SEPTEMBER 24, 2013
This is the formal agenda for your fund's annual meeting of shareholders. It
tells you the matters upon which you will be asked to vote and the time and
place of the meeting, in case you want to attend in person.
TO THE SHAREHOLDERS OF PIONEER DIVERSIFIED HIGH INCOME TRUST, PIONEER FLOATING
RATE TRUST, PIONEER HIGH INCOME TRUST, PIONEER MUNICIPAL HIGH INCOME TRUST AND
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST:
The annual meeting of shareholders of each of the above registered investment
management companies (each, a "fund" and, collectively, the "funds") will be
held at the offices of Bingham McCutchen LLP, One Federal Street, Boston,
Massachusetts 02110, on Tuesday, September 24, 2013 at 2:00 p.m. Eastern time,
to consider the following:
1. To elect two Trustees of your fund, as named in the attached proxy
statement: (i) with respect to each of Pioneer Floating Rate Trust, Pioneer
High Income Trust, Pioneer Municipal High Income Trust and Pioneer Municipal
High Income Advantage Trust, one by the holders of Common and Preferred Shares
voting together as a single class, and one by the holders of Preferred Shares
voting as a separate class and (ii) with respect to Pioneer Diversified High
Income Trust, by the holders of Common Shares. Each elected Trustee will serve
for a three-year term or until a successor is elected.
2. To consider any other business that may properly come before the meeting.
Each fund will hold a separate meeting. Shareholders of each fund will vote
separately.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL PROPOSALS.
Shareholders of record as of the close of business on July 15, 2013 are
entitled to vote at the meeting and any adjournment or postponement thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING
TO BE HELD ON SEPTEMBER 24, 2013: THIS NOTICE AND THE PROXY STATEMENT ARE
AVAILABLE ON THE INTERNET AT WWW.PROXYONLINE.COM/DOCS/PIONEERCLOSEDENDFUNDS.
By Order of the Board of Trustees,
Christopher J. Kelley, Secretary
Boston, Massachusetts
August 2, 2013
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY.
22246-05-0813
THIS PAGE FOR YOUR NOTES.
PROXY STATEMENT OF
PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
PIONEER FLOATING RATE TRUST (PHD)
PIONEER HIGH INCOME TRUST (PHT)
PIONEER MUNICIPAL HIGH INCOME TRUST (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST (MAV)
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
1-800-622-3265
ANNUAL MEETING OF SHAREHOLDERS
This proxy statement contains the information you should know before voting on
the proposal summarized below.
Each fund will furnish without charge a copy of its most recent annual report
and any more recent semi-annual report to any shareholder upon request.
Shareholders who want to obtain a copy of a fund's reports should direct all
written requests to the attention of the fund, at the address listed above, or
should call Pioneer Investment Management Shareholder Services, Inc. ("PIMSS")
at 1-800-622-3265.
INTRODUCTION
This proxy statement is being used by the Board of Trustees of each fund to
solicit proxies to be voted at the annual meeting of shareholders of each fund
referenced above. Participating in the meeting are holders of common shares of
beneficial interest (the "Common Shares") of each fund and the holders of
preferred shares of beneficial interest (the "Preferred Shares") of Pioneer
Floating Rate Trust, Pioneer High Income Trust, Pioneer Municipal High Income
Trust and Pioneer Municipal High Income Advantage Trust. Each meeting will be
held at the offices of Bingham McCutchen LLP, One Federal Street, Boston,
Massachusetts 02110, at 2:00 p.m., Eastern time, on Tuesday, September 24,
2013, and at any adjournments or postponements of a meeting to a later date,
for the purposes as set forth in the accompanying notice of annual meeting of
shareholders. You may call PIMSS at 1-800-622-3265 for information on how to
obtain directions to be able to attend the meeting and vote in person.
This proxy statement and the enclosed proxy card are being mailed to
shareholders of each fund on or about August 2, 2013. The annual report for
each fund for its most recently completed fiscal year previously was mailed to
shareholders.
WHO IS ELIGIBLE TO VOTE
Shareholders of record of each fund as of the close of business on July 15,
2013 (the "record date") are entitled to vote on all of the fund's business at
the annual shareholder meeting and any adjournments or postponements thereof.
Each whole share shall be
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entitled to one vote and each fractional share shall be entitled to a
proportionate fractional vote. Shares represented by properly executed proxies,
unless revoked before or at the meeting, will be voted according to the
shareholder's instructions. If you sign a proxy card but do not fill in a vote,
your shares will be voted FOR each of the nominees for Trustee in Proposal 1.
If any other business properly comes before the annual shareholder meeting,
your shares will be voted at the discretion of the persons named as proxies.
Shareholders of each fund will only vote on proposals relating to their fund.
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PROPOSAL 1
ELECTION OF BOARD OF TRUSTEES
INTRODUCTION
Shareholders of each fund are being asked to consider the election of David R.
Bock and Daniel K. Kingsbury to the Board of Trustees of the fund. Each nominee
currently serves as a Trustee of each fund and has served in that capacity
continuously since originally elected or appointed.
With respect to Pioneer Diversified High Income Trust, the holders of Common
Shares are being asked to elect Mr. Bock and Mr. Kingsbury.
With respect to each of Pioneer Floating Rate Trust, Pioneer Municipal High
Income Trust, Pioneer Municipal High Income Advantage Trust and Pioneer High
Income Trust, the holders of Preferred Shares are being asked to vote as a
separate class to elect Mr. Bock, and the holders of Common Shares and the
holders of Preferred Shares are being asked to vote together as a single class
to elect Mr. Kingsbury.
Each nominee shall be elected to hold office for a three-year term and until
his successor is elected and qualified. Each nominee has consented to being
named in this proxy statement and indicated his willingness to serve if
elected. In the unanticipated event that any nominee should be unable to serve,
the persons named as proxies may vote for such other person as shall be
designated by the fund's Board of Trustees. The persons named on the
accompanying proxy card intend to vote at the meeting (unless otherwise
directed) for the election of Mr. Bock and Mr. Kingsbury as Trustees of each
fund.
TRUSTEE CLASS DESIGNATIONS AND TERMS OF OFFICE
Each fund's Agreement and Declaration of Trust provides that a majority of the
Trustees shall fix the number of Trustees of the fund and that there shall be
at least one and no more than fifteen Trustees. Each fund currently has eight
Trustees.
The Agreement and Declaration of Trust for each fund provides that the Board of
Trustees shall consist of Trustees divided into three classes, each class to
consist, as nearly as may be possible, of one-third of the total number of
trustees constituting the entire Board of Trustees. Pursuant to each fund's
Agreement and Declaration of Trust, each fund's Board of Trustees is divided
into three staggered term classes -- Class I, Class II and Class III. The
Trustees of only one class are elected at each annual meeting so that the
regular term of only one class of Trustees will expire annually and any
particular Trustee stands for election only once in each three-year period.
For each fund, each class of Trustees will stand for election at the conclusion
of its respective three-year term. Such classification may prevent replacement
of a majority of the Trustees for up to a two-year period. Holders of the
Preferred Shares of each fund that has Preferred Shares outstanding are
entitled to elect two trustees of that fund.
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CURRENT TRUSTEE CLASS DESIGNATIONS AND TERMS OF OFFICE
Currently, the designations and terms of office of each class of Trustees of
each fund are as follows:
PIONEER DIVERSIFIED HIGH INCOME TRUST
Current Class III Trustees -- Mr. Cogan, Mr. Bock and Mr. West. Terms
expire at the upcoming 2013 annual meeting.
Current Class I Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman.
Terms expire in 2014.
Current Class II Trustees -- Mr. Perna and Ms. Piret. Terms expire in
2015.
|
PIONEER FLOATING RATE TRUST, PIONEER MUNICIPAL HIGH INCOME TRUST AND PIONEER
MUNICIPAL HIGH INCOME ADVANTAGE TRUST
Current Class I Trustees -- Mr. Cogan, Mr. Bock and Mr. West. Terms
expire at the upcoming 2013 annual meeting.
Current Class II Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman.
Terms expire in 2014.
|
Current Class III Trustees -- Mr. Perna and Ms. Piret. Terms expire in
2015.
PIONEER HIGH INCOME TRUST
Current Class II Trustees -- Mr. Cogan, Mr. Bock and Mr. West. Terms
expire at the upcoming 2013 annual meeting
Current Class III Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman.
Terms expire in 2014.
Current Class I Trustees -- Mr. Perna and Ms. Piret. Terms expire in
2015.
Mr. Cogan and Ms. Piret are currently designated as the Trustees to be
elected by the holders of Preferred Shares of each fund that has issued
Preferred Shares.
TRUSTEE CLASS DESIGNATIONS AND TERMS OF OFFICE EFFECTIVE AS OF THE 2013 ANNUAL
MEETING
As noted above, the terms of each of Mr. Cogan, Mr. Bock and Mr. West expire at
the upcoming 2013 annual meeting. Each of Mr. Cogan and Mr. West is retiring as
a Trustee of each fund and is not standing for re-election. Accordingly,
effective for the 2013 annual meeting:
o the number of Trustees on each fund's Board is reduced from eight
members to six members;
o Mr. Bock is designated as a Trustee to be elected by the holders of the
Preferred Shares, replacing Mr. Cogan; and
6
o Mr. Kingsbury is re-designated as (i) a Class I Trustee of Pioneer
Floating Rate Trust, Pioneer Municipal High Income Trust and Pioneer
Municipal High Income Advantage Trust, (ii) a Class II Trustee of
Pioneer High Income Trust, and (iii) a Class III Trustee of Pioneer
Diversified High Income Trust.
Effective for the 2013 annual meeting, the designations and terms of office of
each class of Trustees of each fund are as follows:
PIONEER DIVERSIFIED HIGH INCOME TRUST
Class III Trustees -- Mr. Bock and Mr. Kingsbury. Nominated for
election at the upcoming 2013 annual
meeting.
Class I Trustees -- Ms. Graham and Mr. Friedman. Terms expire in
2014.
Class II Trustees -- Mr. Perna and Ms. Piret. Terms expire in
2015.
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PIONEER FLOATING RATE TRUST, PIONEER MUNICIPAL HIGH INCOME TRUST AND PIONEER
MUNICIPAL HIGH INCOME ADVANTAGE TRUST
Class I Trustees -- Mr. Bock and Mr. Kingsbury. Nominated for
election at the upcoming 2013 annual
meeting.
Class II Trustees -- Ms. Graham and Mr. Friedman. Terms expire in
2014.
Class III Trustees -- Mr. Perna and Ms. Piret. Terms expire in
2015.
PIONEER HIGH INCOME TRUST
Class II Trustees -- Mr. Bock and Mr. Kingsbury. Nominated for
election at the upcoming 2013 annual
meeting.
Class III Trustees -- Ms. Graham and Mr. Friedman. Terms expire in
2014.
Class I Trustees -- Mr. Perna and Ms. Piret. Terms expire in
2015.
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Effective for the 2013 annual meeting, Mr. Bock and Ms. Piret are designated as
the Trustees to be elected by the holders of the Preferred Shares of each fund
that has issued Preferred Shares.
INFORMATION REGARDING NOMINEES AND TRUSTEES
The following table sets forth for each nominee and Trustee, his or her
position(s) with each fund, age, address, principal occupation during at least
the past five years and any other board memberships held during at least the
past five years. Trustees who are interested persons of a fund within the
meaning of the Investment Company Act of 1940, as amended (the "1940 Act"), are
referred to as Interested Trustees. Trustees who are not interested persons of
a fund are referred to as Independent Trustees. Each of the Trustees serves as
a Trustee of each of the 52 U.S. registered investment portfolios for which
Pioneer Investment Management, Inc. ("Pioneer") serves as investment adviser
(the "Pioneer Funds"). The address for all Trustees and all officers of each
fund is 60 State Street, Boston, Massachusetts 02109.
7
NAME, AGE AND
POSITION HELD TERM OF OFFICE AND OTHER DIRECTORSHIPS
WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE
-------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
-------------------------------------------------------------------------------------------------------
THOMAS J. PIONEER DIVERSIFIED Chairman and Chief Executive Director, Broadridge
PERNA (62) HIGH INCOME TRUST: Officer, Quadriserv, Inc. Financial Solutions, Inc.
Chairman of the Class II Trustee since (technology products for (investor
Board and 2007. Term expires securities lending industry) communications and
Trustee in 2015. (2008 -- present); Private securities processing
PIONEER FLOATING RATE investor (2004 -- 2008); and provider for financial
TRUST: Class III Trustee Senior Executive Vice services industry) (2009
since 2006. Term expires President, The Bank of New -- present); Director,
in 2015. York (financial and securities Quadriserv, Inc. (2005 --
services) (1986 -- 2004) present); Commissioner,
PIONEER HIGH INCOME New Jersey State Civil
TRUST: Class I Trustee Service Commission
since 2006. Term expires (2011 -- present)
in 2015.
PIONEER MUNICIPAL
HIGH INCOME TRUST:
Class III Trustee since
2006. Term expires
in 2015.
PIONEER MUNICIPAL
HIGH INCOME
ADVANTAGE TRUST: Class
III Trustee since 2006.
Term expires in 2015.
-------------------------------------------------------------------------------------------------------
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8
NAME, AGE AND
POSITION HELD TERM OF OFFICE AND OTHER DIRECTORSHIPS
WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE
-------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
-------------------------------------------------------------------------------------------------------
DAVID R. BOCK PIONEER DIVERSIFIED Managing Partner, Federal City Director of Enterprise
(69) HIGH INCOME TRUST: Capital Advisors (corporate Community Investment,
Trustee Class III Trustee since advisory services company) Inc. (privately-held
2007. Term expires (1997 -- 2004 and 2008 -- affordable housing
in 2013. present); Interim Chief Executive finance company) (1985
Officer, Oxford Analytica, Inc. -- 2010); Director of
PIONEER FLOATING RATE (privately held research and Oxford Analytica, Inc.
TRUST: Class I Trustee consulting company) (2010); (2008 -- present); Director
since 2005. Term expires Executive Vice President and of The Swiss Helvetia
in 2013. Elected by Chief Financial Officer, I-trax, Fund, Inc. (closed-end
Preferred Shares only. Inc. (publicly traded health care fund) (2010 -- present);
services company) (2004 -- Director of New York
2007); and Executive Vice Mortgage Trust
PIONEER HIGH INCOME President and Chief Financial (publicly-traded
TRUST: Class II Trustee Officer, Pedestal Inc. (internet- mortgage REIT) (2004 --
since 2005. Term expires based mortgage trading 2009, 2012 -- present)
in 2013. Elected by company) (2000 -- 2002)
Preferred Shares only.
PIONEER MUNICIPAL
HIGH INCOME TRUST:
Class I Trustee since
2005. Term expires in
2013. Elected by
Preferred Shares only.
PIONEER MUNICIPAL
HIGH INCOME
ADVANTAGE TRUST: Class I
Trustee since 2005. Term
expires in 2013. Elected
by Preferred Shares only.
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9
NAME, AGE AND
POSITION HELD TERM OF OFFICE AND OTHER DIRECTORSHIPS
WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE
-------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
-------------------------------------------------------------------------------------------------------
BENJAMIN M. PIONEER DIVERSIFIED William Joseph Maier Professor Trustee, Mellon
FRIEDMAN (68) HIGH INCOME TRUST: of Political Economy, Harvard Institutional Funds
Trustee Class I Trustee since University (1972 -- present) Investment Trust and
2008. Term expires Mellon Institutional Funds
in 2014. Master Portfolio (oversaw
17 portfolios in fund
PIONEER FLOATING RATE complex) (1989 -- 2008)
TRUST: Class II Trustee
since 2008. Term expires
in 2014.
PIONEER HIGH INCOME
TRUST: Class III Trustee
since 2008. Term expires
in 2014.
PIONEER MUNICIPAL
HIGH INCOME TRUST:
Class II Trustee since
2008. Term expires
in 2014.
PIONEER MUNICIPAL
HIGH INCOME
ADVANTAGE TRUST: Class
II Trustee since 2008.
Term expires in 2014.
-------------------------------------------------------------------------------------------------------
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10
NAME, AGE AND
POSITION HELD TERM OF OFFICE AND OTHER DIRECTORSHIPS
WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE
-------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
-------------------------------------------------------------------------------------------------------
MARGARET B.W. PIONEER DIVERSIFIED Founding Director, Vice- None
GRAHAM (65) HIGH INCOME TRUST: President and Corporate
Trustee Class I Trustee since Secretary, The Winthrop Group,
2007. Term expires Inc. (consulting firm); and
in 2014. Desautels Faculty of
PIONEER FLOATING RATE Management, McGill University
TRUST: Class II Trustee (1999 -- present); and Manager
since 2003. Term expires of Research Operations and
in 2014. Organizational Learning, Xerox
PARC, Xerox's advance research
PIONEER HIGH INCOME center (1990 -- 1994)
TRUST: Class III Trustee
since 2002. Term expires
in 2014.
PIONEER MUNICIPAL
HIGH INCOME TRUST:
Class II Trustee since
2003. Term expires
in 2014.
PIONEER MUNICIPAL
HIGH INCOME
ADVANTAGE TRUST: Class
II Trustee since 2003.
Term expires in 2014.
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11
NAME, AGE AND
POSITION HELD TERM OF OFFICE AND OTHER DIRECTORSHIPS
WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE
-------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
-------------------------------------------------------------------------------------------------------
MARGUERITE A. PIONEER DIVERSIFIED President and Chief Executive Director of New America
PIRET (64) HIGH INCOME TRUST: Officer, Newbury, Piret & High Income Fund, Inc.
Trustee Class II Trustee since Company, Inc. (investment (closed-end investment
2007. Term expires banking firm) (1981 -- present) company) (2004 --
in 2015. present); Member,
Board of Governors,
PIONEER FLOATING RATE Investment Company
TRUST: Class III Trustee Institute (2000 -- 2006)
since 2003. Term expires
in 2015. Elected by
Preferred Shares only.
PIONEER HIGH INCOME
TRUST: Class I Trustee
since 2002. Term expires
in 2015. Elected by
Preferred Shares only.
PIONEER MUNICIPAL
HIGH INCOME TRUST:
Class III Trustee since
2003. Term expires in
2015. Elected by
Preferred Shares only.
PIONEER MUNICIPAL
HIGH INCOME
ADVANTAGE TRUST: Class
III Trustee since 2003.
Term expires in 2015.
Elected by Preferred
Shares only.
-------------------------------------------------------------------------------------------------------
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NAME, AGE AND
POSITION HELD TERM OF OFFICE AND OTHER DIRECTORSHIPS
WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE
-------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES:
----------------------------------------------------------------------------------------------
DANIEL K. PIONEER DIVERSIFIED Director, CEO and President of None
KINGSBURY HIGH INCOME TRUST: PIM-USA (since February 2007);
(54)* Class III Trustee since Director and President of
Trustee and 2013; Class I Trustee Pioneer and Pioneer Institutional
Executive Vice from 2007 -- 2013. Term Asset Management, Inc. (since
President expires in 2013. February 2007); Executive Vice
PIONEER FLOATING RATE President of all of the Pioneer
TRUST: Class I Trustee Funds (since March 2007);
since 2013; Class II Director of PGAM (2007 --
Trustee from 2007 -- 2010); Head of New Europe
2013. Term expires Division, PGAM (2000 -- 2005);
in 2013. Head of New Markets Division,
PGAM (2005 -- 2007)
PIONEER HIGH INCOME
TRUST: Class II Trustee
since 2013; Class III
Trustee from 2007 --
2013. Term expires
in 2013.
PIONEER MUNICIPAL
HIGH INCOME TRUST:
Class I Trustee since
2013; Class II Trustee
from 2007 -- 2013. Term
expires in 2013.
PIONEER MUNICIPAL
HIGH INCOME
ADVANTAGE TRUST: Class I
Trustee since 2013; Class
II Trustee from 2007 --
2013. Term expires
in 2013.
----------------------------------------------------------------------------------------------
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* Mr. Kingsbury is an Interested Trustee because he is an officer or director
of each fund's investment adviser and certain of its affiliates.
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RESPONSIBILITIES OF THE BOARD OF TRUSTEES
The Board of Trustees is responsible for overseeing each fund's management and
operations. The Chairman of the Board is an Independent Trustee. Independent
Trustees constitute at least 75% of the Board.
For Pioneer High Income Trust and Pioneer Municipal High Income Advantage
Trust, during each fund's most recent fiscal year, the Board of Trustees held 7
meetings. For Pioneer Diversified High Income Trust and Pioneer Municipal High
Income Trust, during each fund's most recent fiscal year, the Board of Trustees
held 7 meetings. For Pioneer Floating Rate Trust, during the fund's most recent
fiscal year, the Board of Trustees held 6 meetings. All of the current Trustees
and committee members of each fund then serving attended at least 75% of the
meetings of the Board of Trustees and applicable committees, if any, held
during that fund's fiscal year.
The funds do not have a policy on Trustee attendance at the annual meeting of
shareholders. For each fund, two Trustees attended the 2012 annual meeting of
shareholders.
The Trustees were selected to join the Board based upon the following as to
each Board member: such person's character and integrity; such person's
willingness and ability to commit the time necessary to perform the duties of a
Trustee; as to each Independent Trustee, his or her status as not being an
"interested person" as defined under the 1940 Act; and, as to Mr. Kingsbury,
his association with Pioneer. Each Independent Trustee also was selected to
join the Board based on the criteria and principles set forth in the Nominating
Committee Charter. In addition to individual attributes, the value of diversity
is considered. In evaluating a Trustee's prospective service on the Board, the
Trustee's experience in, and ongoing contributions toward, overseeing the
fund's business as a Trustee also are considered. In addition, the following
specific experience, qualifications, attributes and/or skills apply as to each
Trustee: Mr. Bock, accounting, financial, business and public company
experience as a chief financial officer and an executive officer and experience
as a board member of other organizations; Mr. Friedman, academic leadership,
economic and finance experience and investment company board experience; Ms.
Graham, academic leadership, experience in business, finance and management
consulting; Mr. Perna, accounting, financial, and business experience as an
executive officer and experience as a board member of other organizations; Ms.
Piret, accounting, financial and entrepreneurial experience as an executive,
valuation experience and investment company board experience; and Mr.
Kingsbury, investment management experience as an executive and leadership
roles with Pioneer and its affiliates. However, in its periodic assessment of
the effectiveness of the Board, the Board considers the complementary skills
and experience of individual Trustees primarily in the broader context of the
Board's overall composition so that the Board, as a body, possesses the
appropriate (and appropriately diverse) skills and experience to oversee the
business of the funds.
Each fund's Agreement and Declaration of Trust provides that the appointment,
designation (including in any proxy or registration statement or other
document) of a Trustee as an expert on any topic or in any area, or as having
experience, attributes or skills in any area,
14
or any other appointment, designation or identification, shall not impose on
that person any standard of care or liability that is greater than that imposed
on that person as a Trustee in the absence of the appointment, designation or
identification, and no Trustee who has special attributes, skills, experience
or expertise, or is appointed, designated, or identified as aforesaid, shall be
held to a higher standard of care by virtue thereof.
BOARD COMMITTEES
The Board of Trustees has five standing committees, the Audit Committee, the
Governance and Nominating Committee, the Independent Trustees Committee, the
Policy Administration Committee and the Valuation Committee. Each committee
is chaired by an Independent Trustee and all members of each committee are
Independent Trustees.
The Chairs of the committees work with the Chairman of the Board and fund
management in setting the agendas for Board meetings. The Chairs of the
committees set the agendas for committee meetings with input from fund
management. As noted below, through the committees, the Independent Trustees
consider and address important matters involving the funds, including those
presenting conflicts or potential conflicts of interest for management. The
Independent Trustees also regularly meet without the presence of management and
are advised by independent legal counsel. The Board has determined that
delegation to the committees of specified oversight responsibilities helps
ensure that the fund has effective and independent governance and oversight.
Notwithstanding the fact that the Chairman of the Board is an Independent
Trustee, the Board continues to believe that the committee structure enables
the Board more effectively to provide governance and oversight of the funds'
affairs. Mr. Perna, Chairman of the Board, is a non-voting, ex-officio member
of each committee, except the Independent Trustees Committee, of which he is
Chair.
During the fund's most recent fiscal year, each Committee held the following
meetings:
PIONEER
PIONEER PIONEER PIONEER PIONEER MUNICIPAL
DIVERSIFIED FLOATING HIGH MUNICIPAL HIGH INCOME
HIGH INCOME RATE INCOME HIGH INCOME ADVANTAGE
TRUST TRUST TRUST TRUST TRUST
-----------------------------------------------------------------------------
Audit Committee 9 7 9 9 9
Governance and
Nominating Committee(1) 3 5 3 3 3
Independent Trustees
Committee(2) 6 4 6 6 6
Policy Administration
Committee 4 5 4 4 4
Valuation Committee 7 6 6 7 6
------------
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(1) The Governance and Nominating Committee replaced the predecessor
Nominating Committee in May 2012.
(2) The Independent Trustees Committee replaced the predecessor Governance
Committee in May 2012.
15
INDEPENDENT TRUSTEES COMMITTEE: David R. Bock, Benjamin M. Friedman, Margaret
B.W. Graham, Thomas J. Perna (Chair) and Marguerite A. Piret.
The Independent Trustees Committee is comprised of all of the Independent
Trustees. The Independent Trustees Committee serves as the forum for
consideration of a number of issues required to be considered separately by the
Independent Trustees under the 1940 Act, including the assessment and review of
each fund's advisory agreement and other related party contracts. The
Independent Trustees Committee also considers issues that the Independent
Trustees believe it is advisable for them to consider separately from the
Interested Trustee.
AUDIT COMMITTEE: David R. Bock (Chair), Benjamin M. Friedman and Marguerite A.
Piret.
Each fund's Audit Committee is comprised of only Independent Trustees who are
"independent" as defined in the applicable New York Stock Exchange ("NYSE") and
NYSE MKT listing standards relating to closed-end funds. The Board of Trustees
of each fund has adopted a charter for the Audit Committee. In accordance with
its charter, the purposes of the Audit Committee are to:
o Assist the Board of Trustees' oversight and monitoring of: (i) the
integrity of the fund's financial statements; (ii) the fund's
compliance with legal and regulatory requirements; (iii) the
independent registered public accounting firm's qualifications,
performance and independence; and (iv) the performance of the fund's
internal audit function; and
o Prepare the disclosure required by Item 407(d)(3)(i) of Regulation S-K
to be included in the fund's annual proxy statement and other filings.
The Audit Committee charter is available on Pioneer's website:
www.pioneerinvestments.com. You also can obtain a copy by sending a written
request to your fund at the address listed on this proxy statement.
Each fund's Board of Trustees has determined that the fund has at least one
audit committee financial expert serving on its Audit Committee. Ms. Piret, an
Independent Trustee, serves on each Audit Committee and has been determined to
be an audit committee financial expert.
AUDIT COMMITTEE REPORT
The Audit Committee reports that it has (1) reviewed and discussed each fund's
audited financial statements with management; (2) discussed with the
independent registered public accounting firm the matters required to be
discussed with the independent auditors by the Statement of Auditing Standards
No. 61, as amended, as adopted by the Public Company Accounting Oversight Board
in Rule 3200 T; and (3) received written disclosures and an independence letter
from the independent registered public accounting firm required by Independence
Standards Board Standard No. 1, as adopted by the Public Company Accounting
Oversight Board in Rule 3600 T, and discussed with the independent registered
public accounting firm that firm's independence. Based upon the review and
discussions
16
referred to above, the Audit Committee recommended to the Board of Trustees
that the audited financial statements be included in the Annual Report for
Pioneer Floating Rate Trust for the fiscal year ended November 30, 2012, the
Annual Reports for Pioneer High Income Trust and Pioneer Municipal High Income
Advantage Trust for the fiscal year ended March 31, 2013 and in the Annual
Reports for Pioneer Diversified High Income Trust and Pioneer Municipal High
Income Trust for the fiscal year ended April 30, 2013.
The members of each fund's Audit Committee are:
David R. Bock (Chair)
Benjamin M. Friedman
Marguerite Piret
GOVERNANCE AND NOMINATING COMMITTEE: Margaret B.W. Graham (Chair) and Thomas J,
Perna.
All members of the Governance and Nominating Committee are independent under
the applicable NYSE and NYSE MKT listing standards relating to closed-end
funds, and are not "interested persons," as defined in the 1940 Act, of each
fund. The Board of each fund has adopted a written charter for the Governance
and Nominating Committee, which is available on Pioneer's website:
www.pioneerinvestments.com. You also can obtain a copy by sending a written
request to your fund at the address listed on this proxy statement.
The Governance and Nominating Committee considers governance matters affecting
the Board and each fund. Among other responsibilities, the Governance and
Nominating Committee reviews the performance of the Independent Trustees as a
whole, and reviews and recommends to the Independent Trustees Committee any
appropriate changes concerning, among other things, the size and composition of
the Board, the Board's committee structure and the Independent Trustees'
compensation. The Governance and Nominating Committee also makes
recommendations to the Independent Trustees Committee or the Board on matters
delegated to it.
In addition, the Governance and Nominating Committee screens potential
candidates for Independent Trustees. Among other responsibilities, the
Governance and Nominating Committee reviews periodically the criteria for
Independent Trustees and the spectrum of desirable experience and expertise for
Independent Trustees as a whole, and reviews periodically the qualifications
and requisite skills of persons currently serving as Independent Trustees and
being considered for re-nomination. The Governance and Nominating Committee
also reviews the qualifications of any person nominated to serve on the Board
by a shareholder or recommended by any Trustee, management or another person
and makes a recommendation as to the qualifications of such nominated or
recommended person to the Independent Trustees and the Board, and reviews
periodically the Committee's procedure, if any, regarding candidates submitted
by shareholders. The Trustees who are not Independent Trustees and the officers
of each fund are nominated and selected by the Board.
17
The Governance and Nominating Committee does not have specific, minimum
qualifications for nominees, nor has it established specific qualities or
skills that it regards as necessary for one or more of the Independent Trustees
to possess (other than qualities or skills that may be required by applicable
law or regulation). However, in evaluating a person as a potential nominee to
serve as an Independent Trustee, the Governance and Nominating Committee will
consider the following general criteria and principles, among any others that
it may deem relevant: (i) the nominee's reputation for integrity, honesty and
adherence to high ethical standards; (ii) the nominee's business acumen and
ability to exercise sound judgment in matters that relate to the objectives of
the fund and whether the person is willing and able to contribute positively to
the decision-making process of the fund; (iii) the nominee's commitment and
ability to devote the necessary time and energy to be an effective Independent
Trustee, to understand the fund and the responsibilities of a trustee of an
investment company; (iv) the nominee's ability to understand the sometimes
conflicting interests of the various constituencies of the fund and to act in
the interests of all shareholders; (v) the absence of a conflict of interest
that would impair his or her ability to represent the interests of all
shareholders and to fulfill the responsibilities of a trustee; and (vi) the
value of diversity on the Board. The Governance and Nominating Committee also
will consider whether the nominee has the experience or skills that the
Governance and Nominating Committee believes would maintain or enhance the
effectiveness of the Independent Trustees' oversight of each fund's affairs,
based on the then current composition and skills of the Independent Trustees
and experience or skills that may be appropriate in light of changing business
conditions and regulatory or other developments. The Governance and Nominating
Committee does not necessarily place the same emphasis on each criterion.
The Governance and Nominating Committee does not have a formal procedure for
the implementation, or for assessing the effectiveness, of its policy with
regard to the consideration of the value of diversity on the Board in reviewing
potential nominees for Independent Trustee. However, as noted above, in its
periodic assessment of the effectiveness of the Board, the Board considers the
complementary skills and experience of individual Trustees in the context of
the Board's overall composition so that the Board, as a body, possesses the
appropriate (and appropriately diverse) skills and experience to oversee the
business of the funds. In addition, the Governance and Nomination Committee
Charter provides that nominees shall not be discriminated against on the basis
of race, religion, national origin, sex, sexual orientation, disability or any
other basis proscribed by law.
As long as an existing Independent Trustee continues, in the opinion of the
other Independent Trustees, to satisfy these criteria and continues to make
positive contributions to the Board, each fund anticipates that Independent
Trustees of the fund would favor the re-nomination of an existing Trustee
rather than a new candidate. Consequently, while the Governance and Nominating
Committee will evaluate the qualifications of nominees recommended by
shareholders to serve as Trustee, the Independent Trustees might act upon the
Governance and Nominating Committee's evaluation only if there is a vacancy on
the Board. In the event that a vacancy arises or a change in Board membership
is
18
determined to be advisable, the Governance and Nominating Committee will, in
addition to any shareholder recommendations, evaluate candidates identified by
other means, including candidates proposed by Independent Trustees or
management. While it has not done so in the past, the Governance and Nominating
Committee may retain a consultant to assist the Committee in a search for a
qualified candidate.
Any shareholder recommendation must be submitted in compliance with all of the
pertinent provisions of Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the Agreement and Declaration of
Trust and By laws of the fund to be considered by the Governance and Nominating
Committee. In evaluating a nominee recommended by a shareholder, the Governance
and Nominating Committee, in addition to the criteria discussed above, may
consider the objectives of the shareholder in submitting that nomination and
whether such objectives are consistent with the interests of all shareholders.
If the Board determines to include a shareholder's candidate among the slate of
nominees, the candidate's name will be placed on the fund's proxy card. If the
Governance and Nominating Committee, the Independent Trustees or the Board
determines not to include such candidate among the Board's designated nominees
and the shareholder has satisfied the requirements of Rule 14a-8 under the
Exchange Act, the shareholder's candidate will be treated as a nominee of the
shareholder who originally nominated the candidate.
Prior to the establishment of the Governance and Nominating Committee, each
Fund's Nominating Committee screened potential candidates for Independent
Trustee using the same general criteria and principles described above.
The Nominating Committee initiated the recommendation of each of the nominees
to serve as an Independent Trustee.
Shareholders may communicate with the members of the Board as a group or
individually. Any such communication should be sent to the Board or an
individual Trustee c/o the Secretary of the fund at the address on the notice
of this meeting. The Secretary may determine not to forward any communication
to members of the Board that does not relate to the business of a fund.
VALUATION COMMITTEE: David R. Bock, Benjamin M. Friedman and Marguerite A.
Piret (Chair).
The Valuation Committee, among other things, determines with Pioneer the value
of securities under certain circumstances and considers other matters with
respect to the valuation of securities, in each case in accordance with each
fund's valuation procedures.
POLICY ADMINISTRATION COMMITTEE: Margaret B.W. Graham (Chair) and Thomas J.
Perna.
The Policy Administration Committee, among other things, oversees and monitors
each fund's compliance with legal and regulatory requirements that are not
directly related to financial reporting, internal financial controls,
independent audits or the performance of the fund's internal audit function.
The Policy Administration Committee also oversees the adoption and
implementation of certain of the funds' policies and procedures.
19
OVERSIGHT OF RISK MANAGEMENT
Consistent with its responsibility for oversight of each fund in the interests
of shareholders, the Board of Trustees oversees risk management of each fund's
investment management and business operations. In performing this oversight
function, the Board considers various risks and risk management practices
relating to the funds. The Board has delegated certain aspects of its risk
oversight responsibilities to the committees.
Each fund faces a number of risks, such as investment risk, counterparty risk,
valuation risk, enterprise risk, reputational risk, risk of operational failure
or lack of business continuity, and legal, compliance and regulatory risk. The
goal of risk management is to identify and address risks, i.e., events or
circumstances that could have material adverse effects on the business,
operations, shareholder services, investment performance or reputation of a
fund.
Most of the funds' investment management and business operations are carried
out by or through Pioneer, its affiliates, and other service providers, each of
which has an independent interest in risk management but whose policies and the
methods by which one or more risk management functions are carried out may
differ from each fund's and each other's in the setting of priorities, the
resources available or the effectiveness of relevant controls.
Under the overall supervision of the Board or the applicable committee of the
Board, each fund, or Pioneer and the affiliates of Pioneer or other service
providers to each fund employ a variety of processes, procedures and controls
in an effort to identify, address and mitigate risks. Different processes,
procedures and controls are employed with respect to different types of risks.
Various personnel, including the funds' and Pioneer's chief compliance officer
and Pioneer's chief risk officer and director of internal audit, as well as
various personnel of Pioneer, and the other service providers such as the
funds' independent registered public accounting firm, make periodic reports to
the applicable committee or to the Board with respect to various aspects of
risk management. The reports received by the Trustees related to risks
typically are summaries of relevant information. During the course of the most
recent fiscal year, the Trustees increased the number of presentations from the
directors of Internal Audit and Risk Management at Pioneer, as well as the
Chief Operating Officer to whom they report, concerning the results and process
of their responsibilities.
The Trustees recognize that not all risks that may affect a fund can be
identified, that it may not be practical or cost-effective to eliminate or
mitigate certain risks, that it may be necessary to bear certain risks (such as
investment-related risks) to achieve each fund's goals, that the processes,
procedures and controls employed to address certain risks may be limited in
their effectiveness, and that some risks are simply beyond the control of the
funds or Pioneer and its affiliates or other service providers. As a result of
the foregoing and other factors, each fund's ability to manage risk is subject
to substantial limitations.
20
In addition, it is important to note that each fund is designed for investors
that are prepared to accept investment risk, including the possibility that as
yet unforeseen risks may emerge in the future.
The following table indicates the value of shares that each Trustee or nominee
beneficially owned in each fund and Pioneer Funds in the aggregate as of May
31, 2013. Beneficial ownership is determined in accordance with the Securities
and Exchange Commission ("SEC") rules. The share value of any closed-end
Pioneer fund is based on its closing market price on May 31, 2013. The share
value of any open-end Pioneer fund is based on the net asset value of the class
of shares on May 31, 2013. The dollar ranges in this table are in accordance
with SEC requirements.
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
PIONEER FUNDS
DOLLAR RANGE OF OVERSEEN OR TO BE
EQUITY SECURITIES OVERSEEN BY
NAME OF TRUSTEE OR NOMINEE IN EACH FUND TRUSTEE OR NOMINEE
---------------------------------------------------------------------
INTERESTED TRUSTEE OR NOMINEE
---------------------------------------------------------------------
Over $100,000 (1)
$0 (2)
John F. Cogan, Jr.(6) $0 (3) Over $100,000
$0 (4)
Over $100,000 (5)
---------------------------------------------------------------------
|
21
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
PIONEER FUNDS
DOLLAR RANGE OF OVERSEEN OR TO BE
EQUITY SECURITIES OVERSEEN BY
NAME OF TRUSTEE OR NOMINEE IN EACH FUND TRUSTEE OR NOMINEE
-------------------------------------------------------------------------
INTERESTED TRUSTEE OR NOMINEE
-------------------------------------------------------------------------
$0 (1)
$0 (2)
Daniel K. Kingsbury $0 (3) Over $100,000
$0 (4)
$0 (5)
-------------------------------------------------------------------------
INDEPENDENT TRUSTEE OR NOMINEE
-------------------------------------------------------------------------
$0 (1)
$0 (2)
David R. Bock $0 (3) Over $100,000
$0 (4)
$0 (5)
-------------------------------------------------------------------------
$0 (1)
$0 (2)
Benjamin M. Friedman $0 (3) Over $100,000
$0 (4)
$0 (5)
-------------------------------------------------------------------------
$10,001 to $50,000 (1)
$1 to $10,000 (2)
Margaret B. W. Graham $1 to $10,000 (3) Over $100,000
$0 (4)
$0 (5)
-------------------------------------------------------------------------
$0 (1)
$0 (2)
Thomas J. Perna $0 (3) Over $100,000
$0 (4)
$0 (5)
-------------------------------------------------------------------------
$0 (1)
$0 (2)
Marguerite A. Piret $0 (3) Over $100,000
$0 (4)
$0 (5)
-------------------------------------------------------------------------
$50,001 to $100,000 (1)
Over $100,000 (2)
Stephen K. West(6) $50,001 to $100,000 (3) Over $100,000
Over $100,000 (4)
Over $100,000 (5)
-------------------------------------------------------------------------
|
(1) Shares held in Pioneer High Income Trust
22
(2) Shares held in Pioneer Municipal High Income Trust
(3) Shares held in Pioneer Municipal High Income Advantage Trust
(4) Shares held in Pioneer Floating Rate Trust
(5) Shares held in Pioneer Diversified High Income Trust
(6) Retiring as Trustee as of the 2013 annual meeting of shareholders.
As of December 31, 2012, the Trustees, any nominee for election as a Trustee
and the officers of each fund owned beneficially in the aggregate less than 1%
of the outstanding shares of each fund.
For each of the funds, during the most recent fiscal year, none of the Trustees
or any nominee for election as a Trustee engaged in the purchase or sale of
securities of Pioneer, UniCredit S.p.A. or any other entity in a control
relationship to Pioneer or PFD.
MATERIAL RELATIONSHIPS OF THE INDEPENDENT TRUSTEES
Mr. West, who is retiring as an Independent Trustee as of the 2013 annual
meeting of shareholders, is Senior Counsel to Sullivan & Cromwell LLP, which
acts as counsel to the Independent Trustees and the Independent Trustees of the
other Pioneer Funds. The aggregate compensation paid to Sullivan & Cromwell LLP
by the funds and the other Pioneer Funds was approximately $447,665 and
$540,568 in each of 2011 and 2012.
COMPLIANCE WITH SECTION 16(A) REPORTING REQUIREMENTS
Section 16(a) of the Exchange Act requires each fund's executive officers,
Trustees and persons who own more than ten percent of a fund's shares ("10%
Shareholders") to file reports of ownership and changes in ownership with the
SEC. Executive officers, Trustees and 10% Shareholders are required by SEC
regulations to furnish the fund with copies of all Section 16(a) forms they
file. Section 30(h) of the 1940 Act extends the reporting requirements under
Section 16(a) of the Exchange Act to certain officers of the fund's investment
adviser. Based solely on a review of the copies of these reports furnished to
each of the funds and representations that no other reports were required to be
filed, each fund believes that during the past fiscal year the filing
requirements applicable to such persons were met.
OTHER EXECUTIVE OFFICERS
In addition to Mr. Kingsbury, who serves as 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
of Trustees and serves until his or her successor is chosen and qualified or
until his or her resignation or removal by the Board. The business address of
all officers of the funds is 60 State Street, Boston, Massachusetts 02109.
23
--------------------------------------------------------------------------------------
NAME, AGE AND POSITION WITH EACH FUND PRINCIPAL OCCUPATION(S)
--------------------------------------------------------------------------------------
JOHN F. COGAN, JR. Non-Executive Chairman and a Director of
(86) Pioneer Investment Management USA Inc.
President and Chief Executive Officer ("PIM-USA"); Chairman and a Director of
Pioneer; Chairman and Director of Pioneer
Institutional Asset Management, Inc. (since
2006); Director of Pioneer Alternative Investment
Management Limited (Dublin) (until October
2011); President and a Director of Pioneer
Alternative Investment Management (Bermuda)
Limited and affiliated funds; Deputy Chairman
and a Director of Pioneer Global Asset
Management S.p.A. ("PGAM") (until April 2010);
Director of Nano-C, Inc. (since 2003); Director of
Cole Management Inc. (2004 - 2011); Director of
Fiduciary Counseling, Inc. (until December
2011); President of all of the Pioneer Funds; and
Retired Partner, Wilmer Cutler Pickering Hale and
Dorr LLP
--------------------------------------------------------------------------------------
CHRISTOPHER J. KELLEY Vice President and Associate General Counsel of
(48) Pioneer since January 2008 and Secretary of all
Secretary of the Pioneer Funds since June 2010 (Assistant
Secretary from September 2003 to May 2010);
Vice President and Senior Counsel of Pioneer
from July 2002 to December 2007
--------------------------------------------------------------------------------------
CAROL B. HANNIGAN Fund Governance Director of Pioneer since
(52) December 2006 and Assistant Secretary of all the
Assistant Secretary Pioneer Funds since June 2010; Manager-Fund
Governance of Pioneer from December 2003 to
November 2006; Senior Paralegal of Pioneer
from January 2000 to November 2003
--------------------------------------------------------------------------------------
THOMAS REYES Senior Counsel of Pioneer since June 2013 and
(50) Assistant Secretary of all the Pioneer Funds since
Assistant Secretary June 2010; Counsel of Pioneer from June
2007 to June 2013; Vice President and Counsel
at State Street Bank from October 2004 to
June 2007
--------------------------------------------------------------------------------------
MARK E. BRADLEY Vice President -- Fund Treasury of Pioneer; and
(53) Treasurer of all of the Pioneer Funds since March
Treasurer 2008; Deputy Treasurer of Pioneer from March
2004 to February 2008; Assistant Treasurer of all
of the Pioneer Funds from March 2004 to
February 2008
--------------------------------------------------------------------------------------
LUIS I. PRESUTTI Assistant Vice President -- Fund Treasury of
(48) Pioneer; and Assistant Treasurer of all of the
Assistant Treasurer Pioneer Funds
--------------------------------------------------------------------------------------
|
24
--------------------------------------------------------------------------------------
NAME, AGE AND POSITION WITH EACH FUND PRINCIPAL OCCUPATION(S)
--------------------------------------------------------------------------------------
GARY SULLIVAN Fund Accounting Manager -- Fund Treasury of
(55) Pioneer; and Assistant Treasurer of all of the
Assistant Treasurer Pioneer Funds
--------------------------------------------------------------------------------------
DAVID F. JOHNSON Fund Administration Manager -- Fund Treasury
(33) since November 2008 and Assistant Treasurer of
Assistant Treasurer all of the Pioneer Funds since January 2009;
Client Service Manager -- Institutional Investor
Services at State Street Bank from March 2003 to
March 2007
--------------------------------------------------------------------------------------
JEAN M. BRADLEY Chief Compliance Officer of Pioneer and of all the
(60) Pioneer Funds since March 2010; Director of
Chief Compliance Officer Adviser and Portfolio Compliance at Pioneer
since October 2005; Senior Compliance Officer
for Columbia Management Advisers, Inc. from
October 2003 to October 2005
--------------------------------------------------------------------------------------
KELLY O'DONNELL Director -- Transfer Agency Compliance of
(42) Pioneer and Anti-Money Laundering Officer of all
Anti-Money Laundering Officer the Pioneer funds since 2006
--------------------------------------------------------------------------------------
|
COMPENSATION OF TRUSTEES AND OFFICERS
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer High Income Trust and Pioneer Municipal
High Income Advantage Trust for the fiscal year ended March 31, 2013. The
amounts paid to the Trustees by each fund differ due to (i) membership on or
chairing certain committees of the Board of Trustees and other responsibilities
assigned to specific Trustees, and (ii) attendance at meetings. Each fund does
not pay any salary or other compensation to its officers.
PIONEER HIGH INCOME TRUST AND PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST:
PENSION OR
RETIREMENT TOTAL
BENEFITS COMPENSATION
AGGREGATE ACCRUED AS FROM THE FUND
COMPENSATION PART OF AND OTHER
NAME OF TRUSTEE FROM EACH FUND FUND EXPENSES PIONEER FUNDS(2)
----------------------------------------------------------------------------
INTERESTED TRUSTEES:
----------------------------------------------------------------------------
John F. Cogan, Jr.(1,3) $500.00* $0.00 $25,600.00
$500.00**
----------------------------------------------------------------------------
Daniel K. Kingsbury(1) $0.00* $0.00 $0.00
$0.00**
----------------------------------------------------------------------------
|
25
PENSION OR
RETIREMENT TOTAL
BENEFITS COMPENSATION
AGGREGATE ACCRUED AS FROM THE FUND
COMPENSATION PART OF AND OTHER
NAME OF TRUSTEE FROM EACH FUND FUND EXPENSES PIONEER FUNDS(2)
------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
------------------------------------------------------------------------
David R. Bock $2,970.84* $0.00 $248,252.00
$2,490.04**
------------------------------------------------------------------------
Mary K. Bush(4) $1,191.65* $0.00 $97,750.00
$1,026.31**
------------------------------------------------------------------------
Benjamin M. Friedman $2,704.17* $0.00 $222,252.00
$2,288.14**
------------------------------------------------------------------------
Margaret B.W. Graham $2,504.23* $0.00 $202,794.00
$2,138.24**
------------------------------------------------------------------------
Thomas J. Perna $3,146.48* $0.00 $265,333.00
$2,623.18**
------------------------------------------------------------------------
Marguerite A. Piret $2,793.80* $0.00 $231,000.00
$2,355.98**
------------------------------------------------------------------------
Stephen K. West(3) $2,518.84* $0.00 $190,794.00
$2,149.24**
------------------------------------------------------------------------
|
(1) Under the management contract, Pioneer reimburses each fund for any
Interested Trustees fees paid by the fund.
(2) As of the fiscal year ended March 31, 2013, there were 56 U.S. registered
investment portfolios in the Pioneer Funds.
(3) Retiring as Trustee as of the 2013 annual meeting of shareholders.
(4) Formerly Trustee. Retired as of 2012 annual meeting of shareholders.
* Aggregate compensation from Pioneer High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Advantage Trust.
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Diversified High Income Trust and
Pioneer Municipal High Income Trust for the fiscal year ended April 30, 2013.
The amounts paid to the Trustees differ due to (i) membership on or chairing
certain committees of the boards of Trustees and other responsibilities
assigned to specific Trustees, and (ii) attendance at meetings. The fund does
not pay any salary or other compensation to its officers.
26
PIONEER DIVERSIFIED HIGH INCOME TRUST AND PIONEER MUNICIPAL HIGH INCOME TRUST:
PENSION OR
RETIREMENT TOTAL
BENEFITS COMPENSATION
AGGREGATE ACCRUED AS FROM THE FUND
COMPENSATION PART OF AND OTHER
NAME OF TRUSTEE FROM EACH FUND FUND EXPENSES PIONEER FUNDS(2)
----------------------------------------------------------------------------
INTERESTED TRUSTEES:
----------------------------------------------------------------------------
John F. Cogan, Jr.(1,3) $500.00* $0.00 $25,600.00
$500.00**
----------------------------------------------------------------------------
Daniel K. Kingsbury(1) $0.00* $0.00 $0.00
$0.00**
----------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
----------------------------------------------------------------------------
David R. Bock $1,000.00* $0.00 $246,252.00
$2,216.06**
----------------------------------------------------------------------------
Mary K. Bush(4) $500.00* $0.00 $97,750.00
$920.82**
----------------------------------------------------------------------------
Benjamin M. Friedman $1,000.00* $0.00 $222,252.00
$2,050.55**
----------------------------------------------------------------------------
Margaret B.W. Graham $1,000.00*
$1,930.11**
----------------------------------------------------------------------------
Thomas J. Perna $1,000.00* $0.00 $265,333.00
$2,324.60**
----------------------------------------------------------------------------
Marguerite A. Piret $1,000.00* $0.00 $231,000.00
$2,105.98**
----------------------------------------------------------------------------
Stephen K. West(3) $1,000.00* $0.00 $190,794.00
$1,938.55**
----------------------------------------------------------------------------
|
(1) Under the management contract, Pioneer reimburses each fund for any
Interested Trustees fees paid by the fund.
(2) As of the fiscal year ended April 30, 2013, there were 56 U.S. registered
investment portfolios in the Pioneer Funds.
(3) Retiring as Trustee as of the 2013 annual meeting of shareholders.
(4) Formerly Trustee. Retired as of 2012 annual meeting of shareholders.
* Aggregate compensation from Pioneer Diversified High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Trust.
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Floating Rate Trust for the fiscal year
ended November 30, 2012. The amounts paid to the Trustees differ due to (i)
membership on or chairing certain committees of the boards of Trustees and
other responsibilities assigned to specific Trustees, and (ii) attendance at
meetings. The fund does not pay any salary or other compensation to its
officers.
27
PIONEER FLOATING RATE TRUST:
PENSION OR
RETIREMENT TOTAL
BENEFITS COMPENSATION
AGGREGATE ACCRUED AS FROM THE FUND
COMPENSATION PART OF AND OTHER
NAME OF TRUSTEE FROM EACH FUND FUND EXPENSES PIONEER FUNDS(2)
--------------------------------------------------------------------------------
INTERESTED TRUSTEES:
--------------------------------------------------------------------------------
John F. Cogan, Jr.(1,3) $500.00 $0.00 $25,100.00
--------------------------------------------------------------------------------
Daniel K. Kingsbury(1) $0.00 $0.00 $0.00
--------------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
--------------------------------------------------------------------------------
David R. Bock $2,524.65 $0.00 $224,988.00
--------------------------------------------------------------------------------
Mary K. Bush(4) $2,118.74 $0.00 $182,175.00
--------------------------------------------------------------------------------
Benjamin M. Friedman $2,305.52 $0.00 $203,063.00
--------------------------------------------------------------------------------
Margaret B.W. Graham $2,144.88 $0.00 $185,093.00
--------------------------------------------------------------------------------
Thomas J. Perna $2,453.84 $0.00 $219,219.00
--------------------------------------------------------------------------------
Marguerite A. Piret $2,370.84 $0.00 $210,450.00
--------------------------------------------------------------------------------
Stephen K. West(3) $2,191.20 $0.00 $141,910.00
--------------------------------------------------------------------------------
|
(1) Under the management contract, Pioneer reimburses each fund for any
Interested Trustees fees paid by the fund.
(2) As of the fiscal year ended November 30, 2012, there were 56 U.S.
registered investment portfolios in the Pioneer Funds.
(3) Retiring as Trustee as of the 2013 annual meeting of shareholders.
(4) Formerly Trustee. Retired as of 2012 annual meeting of shareholders.
INVESTMENT ADVISER AND ADMINISTRATOR
Pioneer, whose executive offices are located at 60 State Street, Boston,
Massachusetts 02109, serves as investment adviser and administrator to each
fund.
REQUIRED VOTE
In accordance with the Agreement and Declaration of Trust for Pioneer
Diversified High Income Trust, the affirmative vote of a plurality of the
Common Shares of the fund present in person or by proxy at the meeting at which
a quorum exists is required to elect each nominee for Trustee. Mr. Bock and Mr.
Kingsbury are the current nominees for election to the fund's Board of
Trustees. This means that the two nominees receiving the greatest number of
votes will be elected as Class III Trustees to the Board of Pioneer Diversified
High Income Trust.
28
In accordance with the Agreement and Declaration of Trust for each of Pioneer
Floating Rate Trust, Pioneer High Income Trust, Pioneer Municipal High Income
Trust and Pioneer Municipal High Income Advantage Trust, the holders of Common
Shares and Preferred Shares of each fund will vote on the respective nominees
designated to be elected by such class of shares. Mr. Bock and Mr. Kingsbury
are the current nominees for election to each fund's Board of Trustees.
Mr. Kingsbury is elected by the holders of Common and Preferred Shares. The
affirmative vote of a plurality of the Common and Preferred Shares of the fund
present in person or by proxy at the meeting at which a quorum exists, voting
together as a single class, is required to elect the nominee for Trustee
designated to be elected by the Common and Preferred Shares of the fund. This
means that the nominee receiving the greatest number of votes of the Common and
Preferred Shares, voting together as a single class, will be elected as a Class
I Trustee to the Board of each of Pioneer Floating Rate Trust, Pioneer
Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust
and a Class II Trustee to the Board of Pioneer High Income Trust.
Mr. Bock is elected by the holders of Preferred Shares only. The affirmative
vote of a plurality of the Preferred Shares of the fund present at the meeting
in person or by proxy is required to elect the nominee for Trustee designated
to be elected by the Preferred Shares of the fund. This means that the nominee
receiving the greatest number of votes of the Preferred Shares will be elected
as a Class I Trustee to the Board of each of Pioneer Floating Rate Trust,
Pioneer Municipal High Income Trust and Pioneer Municipal High Income Advantage
Trust and a Class II Trustee to the Board of Pioneer High Income Trust.
RECOMMENDATION
FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES OF YOUR FUND UNANIMOUSLY
RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH OF MR. BOCK AND MR. KINGSBURY.
29
AUDITOR INFORMATION
Each fund's Board of Trustees has selected Ernst & Young LLP as the independent
registered public accounting firm for the fund.
AUDIT FEES
The following are aggregate fees billed for professional services rendered by
Ernst & Young LLP for its audit of each fund's annual financial statements and
fees related to services that are normally provided by Ernst & Young LLP in
connection with statutory and regulatory filings for the two most recent fiscal
years. All of these services were pre-approved by the audit Committee of each
fund pursuant to Regulation S-X.
FOR THE FISCAL YEAR FOR THE FISCAL YEAR
ENDED 3/31/2013 ENDED 3/31/2012
-----------------------------------------------------------------------
Pioneer High Income Trust $42,076.00 $60,028.00
-----------------------------------------------------------------------
Pioneer Municipal High
Income Advantage Trust $42,076.00 $60,028.00
-----------------------------------------------------------------------
FOR THE FISCAL YEAR FOR THE FISCAL YEAR
ENDED 4/30/2013 ENDED 4/30/2012
-----------------------------------------------------------------------
Pioneer Diversified High
Income Trust $42,076.00 $50,376.00
-----------------------------------------------------------------------
Pioneer Municipal High
Income Trust $42,076.00 $60,028.00
-----------------------------------------------------------------------
FOR THE FISCAL YEAR FOR THE FISCAL YEAR
ENDED 11/30/2012 ENDED 11/30/2011
-----------------------------------------------------------------------
Pioneer Floating Rate Trust $64,476.00 $92,428.00
-----------------------------------------------------------------------
|
AUDIT-RELATED FEES
The following are aggregate fees billed for assurance and related services by
Ernst & Young LLP to each fund that are related to agreed upon procedures
related to the ratings of each fund's Preferred Shares (if any) for the two
most recent fiscal years. All of these services were approved by the Audit
Committee of each fund pursuant to Regulation S-X.
FOR THE FISCAL YEAR FOR THE FISCAL YEAR
ENDED 3/31/2013 ENDED 3/31/2012
-----------------------------------------------------------------------
Pioneer High Income Trust $9,652.00 $9,652.00
-----------------------------------------------------------------------
Pioneer Municipal High
Income Advantage Trust $9,652.00 $9,652.00
-----------------------------------------------------------------------
FOR THE FISCAL YEAR FOR THE FISCAL YEAR
ENDED 4/30/2013 ENDED 4/30/2012
-----------------------------------------------------------------------
Pioneer Diversified High
Income Trust $0.00 $0.00
-----------------------------------------------------------------------
Pioneer Municipal High
Income Trust $9,652.00 $9,652.00
-----------------------------------------------------------------------
FOR THE FISCAL YEAR FOR THE FISCAL YEAR
ENDED 11/30/2012 ENDED 11/30/2011
-----------------------------------------------------------------------
Pioneer Floating Rate Trust $9,652.00 $9,652.00
-----------------------------------------------------------------------
|
30
TAX FEES
The following are aggregate fees billed for professional services, primarily
for tax returns, rendered by Ernst & Young LLP for tax compliance, tax advice
and tax planning to each fund for the two most recent fiscal years. All of
these services were pre-approved by the Audit Committee of each fund pursuant
to Regulation S-X.
FOR THE FISCAL YEAR FOR THE FISCAL YEAR
ENDED 3/31/2013 ENDED 3/31/2012
-----------------------------------------------------------------------
Pioneer High Income Trust $8,290.00 $8,290.00
-----------------------------------------------------------------------
Pioneer Municipal High
Income Advantage Trust $8,290.00 $8,290.00
-----------------------------------------------------------------------
FOR THE FISCAL YEAR FOR THE FISCAL YEAR
ENDED 4/30/2013 ENDED 4/30/2012
-----------------------------------------------------------------------
Pioneer Diversified High
Income Trust $8,290.00 $8,290.00
-----------------------------------------------------------------------
Pioneer Municipal High
Income Trust $8,290.00 $8,290.00
-----------------------------------------------------------------------
FOR THE FISCAL YEAR FOR THE FISCAL YEAR
ENDED 11/30/2012 ENDED 11/30/2011
-----------------------------------------------------------------------
Pioneer Floating Rate Trust $8,290.00 $8,290.00
-----------------------------------------------------------------------
|
ALL OTHER FEES
There were no fees billed for other services rendered by Ernst & Young LLP to
the funds.
AFFILIATES' FEES FOR NON-AUDIT SERVICES REQUIRED TO BE PRE-APPROVED
Each fund's Audit Committee is required to pre-approve services to affiliates
as defined by SEC rules to the extent that the services relate directly to the
operations or financial reporting of the fund. Affiliates include the fund's
investment adviser and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the fund
(hereinafter referred to as "affiliates" of the fund). For the fiscal years
ended March 31, 2013 and 2012, for Pioneer High Income Trust and Pioneer
Municipal High Income Advantage Trust, there were no services provided to an
affiliate that required the fund's Audit Committee pre-approval. For the fiscal
years ended April 30, 2013 and 2012, for Pioneer Diversified High Income Trust
and Pioneer Municipal High Income Trust, there were no services provided to an
affiliate that required the fund's Audit Committee pre-approval. For the fiscal
years ended November 30, 2012 and 2011, for Pioneer Floating Rate Trust, there
were no services provided to an affiliate that required the fund's Audit
Committee pre-approval.
31
GENERAL AUDIT COMMITTEE APPROVAL POLICY
o For all projects, each of the officers of the funds and the funds'
independent registered public accounting firm will make an assessment
to determine that any proposed projects will not impair independence.
o Potential services will be classified into the four non-restricted
service categories and the "Approval of Audit, Audit-Related, Tax and
Other Services" Policy will be applied. Any services outside the
specific pre-approved service subcategories set forth above must
specifically be approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report
summarizing the services by service category, including fees, provided
by the independent registered public accounting firm as set forth in
the above policy.
The charter of each Audit Committee requires that the Audit Committee shall
approve (a) all audit and non-audit services to be provided to each fund and
(b) all non-audit services to be provided by the fund's independent public
accounting firm to Pioneer and any entity controlling, controlled by or under
common control with the investment adviser that provides ongoing services to
the fund ("Covered Service Providers") if the engagement relates directly to
the operations and financial reporting of the fund. The Audit Committee may
delegate, to the extent permitted by law, pre-approval responsibilities to one
or more members of the Audit Committee who shall report to the full Audit
Committee.
No Audit Committee may approve non-audit services that the Audit Committee
believes may impair the independence of the independent registered public
accounting firm. Permissible non-audit services include any professional
services (including tax services) that are not prohibited services as described
below provided to the fund by the independent registered public accounting
firm, other than those provided to a fund in connection with an audit or a
review of the financial statements of the fund. Permissible non-audit services
may not include (a) bookkeeping or other services related to the accounting
records or financial statements of the fund; (b) financial information systems
design and implementation; (c) appraisal or valuation services, fairness
opinions or contribution-in-kind reports; (d) actuarial services; (e) internal
audit outsourcing services; (f) management functions or human resources; (g)
broker or dealer, investment adviser or investment banking services; (h) legal
services and expert services unrelated to the audit; and (i) any other service
the Public Company Accounting Oversight Board determines, by regulation, is
impermissible.
Pre-approval by the Audit Committee of any permissible non-audit services is
not required so long as: (a) the aggregate amount of all such permissible
non-audit services provided to a fund, Pioneer and any Covered Service Provider
constitutes not more than 5% of the total amount of revenues paid to the
independent registered public accounting firm during the fiscal year in which
the permissible non-audit services are provided to (i) the fund, (ii)
32
Pioneer and (iii) any Covered Service Provider during the fiscal year in which
services are provided that would not have to be approved by the Audit
Committee; (b) the permissible non-audit services were not recognized by the
fund at the time of the engagement to be non-audit services; and (c) such
services are promptly brought to the attention of the Audit Committee and
approved by the Audit Committee (or its delegate(s)) prior to completion of the
audit.
AGGREGATE NON-AUDIT FEES
The aggregate non-audit fees billed by Ernst & Young LLP for services rendered
to each fund and its affiliates, as previously defined, were as follows.
FOR THE FISCAL YEAR FOR THE FISCAL YEAR
ENDED 3/31/2013 ENDED 3/31/2012
-----------------------------------------------------------------------
Pioneer High Income Trust $1,475.06 $17,942.00
-----------------------------------------------------------------------
Pioneer Municipal High
Income Advantage Trust $1,281.13 $17,942.00
-----------------------------------------------------------------------
FOR THE FISCAL YEAR FOR THE FISCAL YEAR
ENDED 4/30/2013 ENDED 4/30/2012
-----------------------------------------------------------------------
Pioneer Diversified High
Income Trust $642.35 $8,290.00
-----------------------------------------------------------------------
Pioneer Municipal High
Income Trust $1,184.07 $17,942.00
-----------------------------------------------------------------------
FOR THE FISCAL YEAR FOR THE FISCAL YEAR
ENDED 11/30/2012 ENDED 11/30/2011
-----------------------------------------------------------------------
Pioneer Floating Rate Trust $1,403.58 $17,942.00
-----------------------------------------------------------------------
|
The Audit Committee of the Board of each fund has considered whether the
provision of services, other than audit services, by Ernst & Young LLP to each
fund and its affiliates is compatible with maintaining Ernst & Young LLP's
independence in performing audit services.
Representatives of Ernst & Young LLP will be available at the shareholder
meeting (either in person or via telephone), will have the opportunity to make
a statement should they desire to do so, and will be available to answer
questions.
INFORMATION CONCERNING PREFERRED SHARES OF PIONEER
FLOATING RATE TRUST AND PIONEER HIGH INCOME TRUST
Each of Pioneer Floating Rate Trust and Pioneer High Income Trust intend to
redeem all of its outstanding Preferred Shares at the liquidation preference
per share of each series of Preferred Shares (sometimes referred to as "at
par"), together with accrued and unpaid dividends, if any, to the redemption
date.
Each fund's Board of Trustees has authorized separate third-party debt
facilities and the redemption of each fund's outstanding Preferred Shares. The
redemption of each fund's
33
Preferred Shares is subject to the successful negotiation of the new financing
and the satisfaction of certain notice and regulatory requirements and the
closing conditions of the new financing. Information related to the specific
redemption process and timeframes will be released by the funds separately.
Pioneer expects the redemptions to be completed by the end of 2013.
After the refinancing is completed, each fund will continue to employ financial
leverage for investment purposes. At this time, Pioneer does not expect the
refinancing to reduce either fund's monthly distribution rate per common share.
34
INFORMATION CONCERNING THE MEETINGS
OUTSTANDING SHARES
As of the record date, July 15, 2013, the following Common and Preferred Shares
of beneficial interest were outstanding for each fund:
COMMON SHARES PREFERRED SHARES
-------------------------------------------------------------------------
Pioneer Diversified High Income Trust 8,295,308 None
Pioneer Floating Rate Trust 24,735,296 Series M7 2,434
Series W7 2,432
Series TH7 2,432
Pioneer High Income Trust 28,493,859 Series M 2,020
Series W 2,020
Series TH 2,000
Pioneer Municipal High Income
Advantage Trust 23,438,526 Series A 3,000
Series B 3,000
Pioneer Municipal High Income Trust 22,578,175 Series A 2,000
Series B 2,040
|
Only shareholders of record as of the record date are entitled to notice of and
to vote at the meeting. The holders of one-third of the outstanding shares of
each fund entitled to vote in person or by proxy, counted together, shall
constitute a quorum for the transaction of business with respect to such fund.
OWNERSHIP OF SHARES OF THE FUNDS
To the knowledge of each fund, as of the record date, July 15, 2013, the
following persons owned of record or beneficially 5% or more of a class of the
outstanding shares of each class of a fund:
PIONEER DIVERSIFIED HIGH INCOME TRUST
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS
--------------------------------------------------------------------
Cede & Co (Fast Account)
P.O. Box 20
Bowling Green Station
|
New York, NY 10004 Common 8,292,304 99.80%
35
PIONEER FLOATING RATE TRUST
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS
-------------------------------------------------------------------------
Cede & Co (Fast Account)
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 24,730,168 99.90%
-------------------------------------------------------------------------
UBS Securities, LLC
1285 Avenue of the
Americas, 15th Floor
New York, NY 10019 Series M7 464 19.06%
Series W7 745 30.63%
Series TH7 397 16.32%
-------------------------------------------------------------------------
Merrill Lynch
4804 Deer Lake Drive East
4th Floor
Jacksonville, FL 32232-5286 Series M7 1,516 62.28%
Series W7 1,305 53.66%
Series TH7 1,436 59.05%
-------------------------------------------------------------------------
Citigroup Global
Markets, Inc.
333 West 34th Street
3rd Floor
New York, NY 10001-2402 Series TH7 201 8.26%
-------------------------------------------------------------------------
Oppenheimer/Fahnestock
125 Broad Street
16th Floor
New York, NY 10004-2464 Series M 348 14.30%
Series W7 282 11.60%
Series TH7 398 16.37%
-------------------------------------------------------------------------
PIONEER HIGH INCOME TRUST
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS
-------------------------------------------------------------------------
Cede & Co (Fast Account).
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 28,431,548 99.70%
-------------------------------------------------------------------------
UBS Securities, LLC.
1285 Avenue of the
Americas, 15th Floor
New York, NY 10019 Series M 267 13. 22%
Series W 391 19.36%
Series TH 113 5.65%
-------------------------------------------------------------------------
|
36
PIONEER HIGH INCOME TRUST
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS
-------------------------------------------------------------------------
Credit Suisse First Boston
11 Madison Avenue
New York, NY
10010-3629 Series W 110 5.45%
-------------------------------------------------------------------------
Merrill Lynch
4804 Deer Lake Drive East
4th Floor
Jacksonville, FL 32232-5286 Series M 801 39.65%
Series W 770 38.12%
Series TH 705 35.25%
-------------------------------------------------------------------------
Citigroup Global Markets, Inc.
333 West 34th Street
3rd Floor
New York, NY 10001-2402 Series M 182 9.01%
Series W 141 6.98%
-------------------------------------------------------------------------
Oppenheimer/Fahnestock
125 Broad Street
16th Floor
New York, NY 10004-2464 Series M 233 11.53%
Series W 300 14.85%
Series TH 459 22.95%
-------------------------------------------------------------------------
Morgan Stanley Inc.
1585 Broadway, 3rd Floor
New York, NY 10036 Series M 523 25.89%
Series W 292 14.46%
Series TH 618 30.90%
-------------------------------------------------------------------------
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS
-------------------------------------------------------------------------
Cede & Co (Fast Account).
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 23,399,700 99.80%
-------------------------------------------------------------------------
UBS Securities, LLC.
1285 Avenue of the
Americas, 15th Floor
New York, NY 10019 Series A 983 32.77%
Series B 1,296 43.20%
-------------------------------------------------------------------------
|
37
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS
------------------------------------------------------------------------
Merrill Lynch
4804 Deer Lake Drive East,
4th Floor
Jacksonville, FL 32232-5286 Series A 414 13.80%
Series B 338 11.27%
------------------------------------------------------------------------
Wells Fargo Advisors, LLC
One North Jefferson
St. Louis, MO 63103 Series A 429 14.30%
Series B 560 18.67%
------------------------------------------------------------------------
Oppenheimer/Fahnestock
125 Broad Street 16th Floor
New York, NY 10004-2464 Series A 768 25.60%
Series B 697 23.23%
------------------------------------------------------------------------
Raymond James Associates
880 Carillon Parkway
St. Petersburg, FL 33716 Series A 302 10.07%
------------------------------------------------------------------------
PIONEER MUNICIPAL HIGH INCOME TRUST
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS
------------------------------------------------------------------------
Cede & Co (Fast Account).
(Fast Account)
P.O. Box 20
Bowling Green Station
New York, NY 10004 Common 22,566,354 99.90%
------------------------------------------------------------------------
UBS Securities, LLC.
1285 Avenue of the
Americas, 15th Floor
New York, NY 10019 Series A 902 45.10%
Series B 558 27.35%
------------------------------------------------------------------------
Oppenheimer/Fahnestock
125 Broad Street, 16th Floor
New York, NY 10004-2464 Series A 342 17.10%
Series B 560 27.45%
------------------------------------------------------------------------
Merrill Lynch
4804 Deer Lake Drive East,
4th Floor
Jacksonville, FL 32232-5286 Series A 174 8.70%
Series B 362 17.75%
------------------------------------------------------------------------
|
38
PIONEER MUNICIPAL HIGH INCOME TRUST
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS
------------------------------------------------------------------------
Raymond James Associates
880 Carillon Parkway
St. Petersburg, FL 33716 Series A 196 9.80%
Series B 227 11.13%
------------------------------------------------------------------------
Wells Fargo Advisors, LLC
One North Jefferson
St. Louis, MO 63103 Series A 314 15.70%
Series B 177 8.68%
------------------------------------------------------------------------
Jeffries & Company Inc.
Harborside Financial Center
Plaza III, Suite 705
Jersey City, NJ 07311-0000 Series B 207 10.15%
------------------------------------------------------------------------
Morgan Stanley Inc.
1585 Broadway, 3rd Floor
New York, NY 10036 Series B 139 6.81%
------------------------------------------------------------------------
|
SHAREHOLDER PROPOSALS
Under Rule 14a-8 of the Exchange Act (relating to shareholder proposals), any
shareholder proposal that may properly be included in your fund's proxy
statement for the 2014 annual meeting, must be received by the Secretary of the
fund at the fund's principal offices at 60 State Street, Boston, Massachusetts
02109 at least 120 calendar days prior to the anniversary of the date of
mailing of the fund's proxy statement for the 2013 annual meeting, or on or
before April 11, 2014. A proposal that is not to be included in a fund's proxy
statement may be made at the 2014 annual meeting for such fund only if it is
received by the Secretary of the fund at the fund's principal offices at 60
State Street, Boston, Massachusetts 02109 not more than 120 days and at least
90 days before the anniversary date of the mailing of the fund's proxy
materials for the 2013 annual meeting provided, however, that in the event that
the date of the mailing of the notice for the 2014 annual meeting for a fund is
advanced or delayed by more than thirty (30) days from the anniversary date of
the mailing of the notice for the 2013 annual meeting, notice by a shareholder
to be timely must be so delivered not earlier than the close of business on the
120th day prior to the date of mailing of the notice for the 2014 annual
meeting and not later than the close of business on the later of the 90th day
prior to the date of mailing of the notice for the 2014 annual meeting or the
10th day following the day on which public announcement of the date of mailing
of the notice for the 2014 meeting is first made by the fund. The funds'
By-laws require that certain information must be provided by the shareholder to
the fund when notice of a nominee for election as a Trustee or proposal is
submitted to the fund.
The submission by a shareholder of a proposal for inclusion in a proxy
statement does not guarantee that it will be included. Each of Pioneer
Diversified High Income Trust, Pioneer Floating Rate Trust, Pioneer High Income
Trust, Pioneer Municipal High Income Trust and
39
Pioneer Municipal High Income Advantage Trust currently expect to hold the next
annual shareholders' meeting on or about September 24, 2014, which date is
subject to change. Shareholder proposals are subject to certain regulations
under the federal securities laws.
PROXIES, QUORUM AND VOTING AT THE MEETING
Any shareholder who has given his or her proxy to someone generally has the
power to revoke that proxy at any time prior to its exercise by executing a
superseding proxy or by submitting a notice of revocation to the Secretary of
the fund. In addition, although mere attendance at the meeting will not revoke
a proxy, a shareholder present at the meeting may withdraw his or her proxy and
vote in person. All properly executed and unrevoked proxies received in time
for the meeting will be voted in accordance with the instructions contained in
the proxies. If no instruction is given, the persons named as proxies will vote
the shares represented thereby in favor of Proposal 1, as described above, and
will use their best judgment in connection with the transaction of such other
business as may properly come before the meeting or any adjournment or
postponement thereof.
Only shareholders of record as of the record date are entitled to notice of and
to vote at the meeting.
For Pioneer Diversified High Income Trust: one-third of the outstanding shares
of the fund entitled to vote, present in person or represented by proxy,
constitutes a quorum for the transaction of business at the meeting.
For each of Pioneer Floating Rate Trust, Pioneer High Income Trust, Pioneer
Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust:
(i) with respect to the Trustees to be elected by holders of the Common and
Preferred Shares, voting together as a single class, one-third of the
outstanding Common and Preferred Shares of the fund entitled to vote, present
in person or represented by proxy, counted together, constitutes a quorum for
the transaction of business at the meeting; and (ii) with respect to the
Trustee to be elected by holders of the Preferred Shares, voting as a separate
class, one-third of the outstanding Preferred Shares of the fund entitled to
vote, present and person or represented by proxy, constitutes a quorum for the
transaction of business at the meeting.
Abstentions and "broker non-votes" will be treated as present for purposes of
determining a quorum. "Broker non-votes" occur when a broker or nominee holding
shares in "street name" indicates on the proxy card that it does not have
discretionary authority to vote on a proposal and has not received instructions
from the beneficial owner.
In the event that at the time any session of the meeting is called to order a
quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies that have been received to adjourn the shareholder meeting
to a later date and the meeting may be held as adjourned without further
notice. In the event that a quorum is present but sufficient votes in favor of
the proposal have not been received, the persons named as proxies may propose
one or more adjournments of the shareholder meeting to permit further
solicitation of proxies with respect to such proposal and the meeting may be
held as adjourned without further notice. Any such adjournment will require the
affirmative vote
40
of more than one half of the shares of the fund present in person or by proxy
on the motion for adjournment at the session of the meeting to be adjourned.
The persons named as proxies will vote those proxies which they are entitled to
vote in favor of any such proposal, or that abstained, in favor of such an
adjournment and will vote those proxies required to be voted against any such
proposal against any such adjournment. Unless a proxy is otherwise limited in
this regard, any shares present and entitled to vote at the meeting that are
represented by broker non-votes may, at the discretion of the proxies named
therein, be voted in favor of such an adjournment. A shareholder vote may be
taken on one or more of the proposals in the proxy statement prior to such
adjournment if sufficient votes for its approval have been received and it is
otherwise appropriate. Such vote will be considered final regardless of whether
the meeting is adjourned to permit additional solicitation with respect to any
other proposal. The meeting may be postponed prior to the meeting. If the
meeting is postponed, the funds will give notice of the postponed meeting to
shareholders.
On any matter submitted to a vote of shareholders each whole share shall be
entitled to one vote as to any matter on which it is entitled to vote and each
fractional share shall be entitled to a proportionate fractional vote.
As discussed more fully under Proposal 1 above, nominees must be elected by a
plurality of the votes cast in person or by proxy at the meeting at which a
quorum exists. Abstentions and "broker non-votes" are not considered "votes
cast" and, therefore, do not constitute a vote "FOR" a proposal. Thus,
abstentions and "broker non-votes" will have no effect on the voting for the
election of Trustees in Proposal 1, because only votes "FOR" are considered in
a plurality voting requirement.
OTHER BUSINESS
While the meeting has been called to transact any business that may properly
come before it, the only matters that the Trustees intend to present are those
matters stated in the attached notice of annual meeting of shareholders.
However, if any additional matters properly come before the meeting, and on all
matters incidental to the conduct of the meeting, it is the intention of the
persons named in the enclosed proxy to vote the proxy in accordance with their
judgment on such matters unless instructed to the contrary.
METHOD OF SOLICITATION AND EXPENSES
The cost of preparing, printing and mailing the enclosed proxy statement,
accompanying notice of annual meeting of shareholders and the accompanying
proxy card for each fund will be borne by that fund. In addition to soliciting
proxies by mail, Pioneer may, at the fund's expense, have one or more of the
fund's officers, representatives or compensated third-party agents, including
Pioneer, PIMSS and PFD, aid in the solicitation of proxies by personal
interview or telephone and may request brokerage houses and other custodians,
nominees and fiduciaries to forward proxy soliciting material to the beneficial
owners of the shares held of record by such persons. Each fund has retained AST
Fund Solutions, LLC to assist in the proxy solicitation. The cost of their
services is estimated at approximately $90,000.
41
Each fund may also arrange to have votes recorded by telephone, the internet or
other electronic means. The voting procedures used in connection with such
voting methods are designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been properly
recorded. If these procedures were subject to a successful legal challenge,
such votes would not be counted at the shareholder meeting. Each fund is
unaware of any such challenge at this time. In the case of telephone voting,
shareholders would be called at the phone number the sub-transfer agent,
American Stock Transfer & Trust Company, has in its records for their accounts,
and would be asked for their Social Security number or other identifying
information. The shareholders would then be given an opportunity to authorize
proxies to vote their shares at the meeting in accordance with their
instructions. In the case of automated telephone and internet voting,
shareholders would be required to provide their Social Security number or other
identifying information and would receive a confirmation of their
instructions.
Persons holding shares as nominees will be reimbursed by the fund, upon
request, for the reasonable expenses of mailing soliciting materials to the
principals of the accounts.
August 2, 2013
42
PIONEER INVESTMENTS (R) LOGO
PROXY
PIONEER DIVERSIFIED HIGH INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 24, 2013
This proxy is solicited on behalf of the Board of Trustees of Pioneer
Diversified High Income Trust. I (we), the undersigned holder(s) of common
shares of beneficial interest, having received notice of the meeting and
management's proxy statement therefore, and revoking all prior proxies, hereby
appoint John F. Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of
them, my (our) attorneys (with full power of substitution in them and each of
them) for and in my (our) name(s) to attend the Annual Meeting of Shareholders
of Pioneer Diversified High Income Trust to be held on September 24, 2013, at
2:00 p.m. (Eastern time) at the offices of Bingham McCutchen LLP, One Federal
Street, Boston, Massachusetts 02110, and any adjourned or postponed session or
sessions thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of Pioneer Diversified High Income Trust which I (we)
will be entitled to vote or act upon, with all the powers I (we) would possess
if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on
this proxy. When signing as attorney, executor, administrator or
other fiduciary, please give your full title as such. Joint owners
should each sign personally.
Signature(s) [Title(s) if applicable] Date
Signature of joint owner, if any Date
^ FOLD HERE ^
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER DIVERSIFIED HIGH
INCOME TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE
PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING
PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [X]
FOR WITHHOLD FOR
ALL
1. To elect two Class III trustees of Pioneer Diversified High Income Trust, as named in the attached ALL ALL EXCEPT
proxy statement, to serve on the Board of Trustees until their successors have been duly elected
and qualified. The nominees for trustees are:
01. David R. Bock 02. Daniel K. Kingsbury [ ] [ ] [ ]
|
To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL
EXCEPT" box and write the nominee's number(s) on the line provided below.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
www.proxyonline.com/docs/pioneerclosedendfunds
TAG ID: 12345678 SCANNER BAR CODE CUSIP:
PIONEER INVESTMENTS (R) LOGO
PROXY
PIONEER FLOATING RATE TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 24, 2013
This proxy is solicited on behalf of the Board of Trustees of Pioneer Floating
Rate Trust. I (we), the undersigned holder(s) of common shares of beneficial
interest, having received notice of the meeting and management's proxy
statement therefore, and revoking all prior proxies, hereby appoint John F.
Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Floating Rate Trust to be held on September 24, 2013, at 2:00 p.m. (Eastern
time) at the offices of Bingham McCutchen LLP, One Federal Street, Boston,
Massachusetts 02110, and any adjourned or postponed session or sessions
thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of Pioneer Floating Rate Trust which I (we) will be
entitled to vote or act upon, with all the powers I (we) would possess if
personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on
this proxy. When signing as attorney, executor, administrator or
other fiduciary, please give your full title as such. Joint owners
should each sign personally.
Signature(s) [Title(s) if applicable] Date
Signature of joint owner, if any Date
^ FOLD HERE ^
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER FLOATING RATE TRUST
AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [X]
1. To elect one Class I trustee of Pioneer Floating Rate Trust, as named in the attached proxy FOR WITHHOLD
statement, to serve on the Board of Trustees until his/her successor has been duly elected and
qualified. The nominee for trustee is:
01. Daniel K. Kingsbury [ ] [ ]
|
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
www.proxyonline.com/docs/pioneerclosedendfunds
TAG ID: 12345678 SCANNER BAR CODE CUSIP:
PIONEER INVESTMENTS (R) LOGO
PROXY
PIONEER HIGH INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 24, 2013
This proxy is solicited on behalf of the Board of Trustees of Pioneer High
Income Trust. I (we), the undersigned holder(s) of common shares of beneficial
interest, having received notice of the meeting and management's proxy
statement therefore, and revoking all prior proxies, hereby appoint John F.
Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer High
Income Trust to be held on September 24, 2013, at 2:00 p.m. (Eastern time) at
the offices of Bingham McCutchen LLP, One Federal Street, Boston, Massachusetts
02110, and any adjourned or postponed session or sessions thereof, and to vote
and act upon the following matters (as more fully described in the accompanying
proxy statement) in respect of all common shares of beneficial interest of
Pioneer High Income Trust which I (we) will be entitled to vote or act upon,
with all the powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on
this proxy. When signing as attorney, executor, administrator or
other fiduciary, please give your full title as such. Joint owners
should each sign personally.
Signature(s) [Title(s) if applicable] Date
Signature of joint owner, if any Date
^ FOLD HERE ^
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER HIGH INCOME TRUST
AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [X]
1. To elect one Class II trustee of Pioneer High Income Trust, as named in the attached proxy FOR WITHHOLD
statement, to serve on the Board of Trustees until his/her successor has been duly elected and
qualified. The nominee for trustee is:
01. Daniel K. Kingsbury [ ] [ ]
|
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
www.proxyonline.com/docs/pioneerclosedendfunds
TAG ID: 12345678 SCANNER BAR CODE CUSIP:
PIONEER INVESTMENTS (R) LOGO
PROXY
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 24, 2013
This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal
High Income Advantage Trust. I (we), the undersigned holder(s) of common shares
of beneficial interest, having received notice of the meeting and management's
proxy statement therefore, and revoking all prior proxies, hereby appoint John
F. Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of them, my
(our) attorneys (with full power of substitution in them and each of them) for
and in my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Municipal High Income Advantage Trust to be held on September 24, 2013, at 2:00
p.m. (Eastern time) at the offices of Bingham McCutchen LLP, One Federal
Street, Boston, Massachusetts 02110, and any adjourned or postponed session or
sessions thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of Pioneer Municipal High Income Advantage Trust which I
(we) will be entitled to vote or act upon, with all the powers I (we) would
possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on
this proxy. When signing as attorney, executor, administrator or
other fiduciary, please give your full title as such. Joint owners
should each sign personally.
Signature(s) [Title(s) if applicable] Date
Signature of joint owner, if any Date
^ FOLD HERE ^
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH
INCOME ADVANTAGE TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE
ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING
PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [X]
1. To elect one Class I trustee of Pioneer Muncipal High Income Advantage Trust, as named in the FOR WITHHOLD
attached proxy statement, to serve on the Board of Trustees until his/her successor has been duly
elected and qualified. The nominee for trustee is:
01. Daniel K. Kingsbury [ ] [ ]
|
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
www.proxyonline.com/docs/pioneerclosedendfunds
TAG ID: 12345678 SCANNER BAR CODE CUSIP:
PIONEER INVESTMENTS (R) LOGO
PROXY
PIONEER MUNICIPAL HIGH INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 24, 2013
This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal
High Income Trust. I (we), the undersigned holder(s) of common shares of
beneficial interest, having received notice of the meeting and management's
proxy statement therefore, and revoking all prior proxies, hereby appoint John
F. Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of them, my
(our) attorneys (with full power of substitution in them and each of them) for
and in my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Municipal High Income Trust to be held on September 24, 2013, at 2:00 p.m.
(Eastern time) at the offices of Bingham McCutchen LLP, One Federal Street,
Boston, Massachusetts 02110, and any adjourned or postponed session or sessions
thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of Pioneer Municipal High Income Trust which I (we) will
be entitled to vote or act upon, with all the powers I (we) would possess if
personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on
this proxy. When signing as attorney, executor, administrator or
other fiduciary, please give your full title as such. Joint owners
should each sign personally.
Signature(s) [Title(s) if applicable] Date
Signature of joint owner, if any Date
^ FOLD HERE^
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH
INCOME TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE
PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING
PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [X]
1. To elect one Class I trustee of Pioneer Municipal High Income Trust, as named in the attached FOR WITHHOLD
proxy statement, to serve on the Board of Trustees until his/her successor has been duly elected
and qualified. The nominee for trustee is:
01. Daniel K. Kingsbury [ ] [ ]
|
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
www.proxyonline.com/docs/pioneerclosedendfunds
TAG ID: 12345678 SCANNER BAR CODE CUSIP:
PIONEER INVESTMENTS (R) LOGO
PROXY
PIONEER FLOATING RATE TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 24, 2013
This proxy is solicited on behalf of the Board of Trustees of Pioneer Floating
Rate Trust. I (we), the undersigned holder(s) of preferred shares of beneficial
interest, having received notice of the meeting and management's proxy
statement therefore, and revoking all prior proxies, hereby appoint John F.
Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Floating Rate Trust to be held on September 24, 2013, at 2:00 p.m. (Eastern
time) at the offices of Bingham McCutchen LLP, One Federal Street, Boston,
Massachusetts 02110, and any adjourned or postponed session or sessions
thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all preferred
shares of beneficial interest of Pioneer Floating Rate Trust which I (we) will
be entitled to vote or act upon, with all the powers I (we) would possess if
personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on
this proxy. When signing as attorney, executor, administrator or
other fiduciary, please give your full title as such. Joint owners
should each sign personally.
Signature(s) [Title(s) if applicable] Date
Signature of joint owner, if any Date
^ FOLD HERE ^
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER FLOATING RATE TRUST
AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [X]
1. To elect two Class I trustees of Pioneer Floating Rate Trust, as named in the attached proxy FOR WITHHOLD FOR ALL
statement, to serve on the Board of Trustees until their successors have been duly elected and ALL ALL EXCEPT
qualified. The nominees for trustees are:
01. David R. Bock 02. Daniel K. Kingsbury [ ] [ ] [ ]
|
To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL
EXCEPT" box and write the nominee's number(s) on the line provided below.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
www.proxyonline.com/docs/pioneerclosedendfunds
TAG ID: 12345678 SCANNER BAR CODE CUSIP:
PIONEER INVESTMENTS (R) LOGO
PROXY
PIONEER HIGH INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 24, 2013
This proxy is solicited on behalf of the Board of Trustees of Pioneer High
Income Trust. I (we), the undersigned holder(s) of preferred shares of
beneficial interest, having received notice of the meeting and management's
proxy statement therefore, and revoking all prior proxies, hereby appoint John
F. Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of them, my
(our) attorneys (with full power of substitution in them and each of them) for
and in my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
High Income Trust to be held on September 24, 2013, at 2:00 p.m. (Eastern time)
at the offices of Bingham McCutchen LLP, One Federal Street, Boston,
Massachusetts 02110, and any adjourned or postponed session or sessions
thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all preferred
shares of beneficial interest of Pioneer High Income Trust which I (we) will be
entitled to vote or act upon, with all the powers I (we) would possess if
personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on
this proxy. When signing as attorney, executor, administrator or
other fiduciary, please give your full title as such. Joint owners
should each sign personally.
Signature(s) [Title(s) if applicable] Date
Signature of joint owner, if any Date
^ FOLD HERE ^
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER HIGH INCOME TRUST
AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [X]
1. To elect two Class II trustees of Pioneer High Income Trust, as named in the attached proxy FOR WITHHOLD FOR ALL
statement, to serve on the Board of Trustees until their successors have been duly elected and ALL ALL EXCEPT
qualified. The nominees for trustees are:
01. David R. Bock 02. Daniel K. Kingsbury [ ] [ ] [ ]
|
To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL
EXCEPT" box and write the nominee's number(s) on the line provided below.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
www.proxyonline.com/docs/pioneerclosedendfunds
TAG ID: 12345678 SCANNER BAR CODE CUSIP:
PIONEER INVESTMENTS (R) LOGO
PROXY
PIONEER MUNCIPAL HIGH INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 24, 2013
This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal
High Income Trust. I (we), the undersigned holder(s) of preferred shares of
beneficial interest, having received notice of the meeting and management's
proxy statement therefore, and revoking all prior proxies, hereby appoint John
F. Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of them, my
(our) attorneys (with full power of substitution in them and each of them) for
and in my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Municipal High Income Trust to be held on September 24, 2013, at 2:00 p.m.
(Eastern time) at the offices of Bingham McCutchen LLP, One Federal Street,
Boston, Massachusetts 02110, and any adjourned or postponed session or sessions
thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all preferred
shares of beneficial interest of Pioneer Municipal High Income Trust which I
(we) will be entitled to vote or act upon, with all the powers I (we) would
possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on
this proxy. When signing as attorney, executor, administrator or
other fiduciary, please give your full title as such. Joint owners
should each sign personally.
Signature(s) [Title(s) if applicable] Date
Signature of joint owner, if any Date
^ FOLD HERE ^
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICPAL HIGH
INCOME TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE
PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING
PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [X]
1. To elect two Class I trustees of Pioneer Municipal High Income Trust, as named in the attached FOR WITHHOLD FOR
ALL
proxy statement, to serve on the Board of Trustees until their successors have been duly elected ALL ALL EXCEPT
and qualified. The nominees for trustees are:
01. David R. Bock 02. Daniel K. Kingsbury [ ] [ ] [ ]
|
To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL
EXCEPT" box and write the nominee's number(s) on the line provided below.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
www.proxyonline.com/docs/pioneerclosedendfunds
TAG ID: 12345678 SCANNER BAR CODE CUSIP:
PIONEER INVESTMENTS (R) LOGO
PROXY
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 24, 2013
This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal
High Income Advantage Trust. I (we), the undersigned holder(s) of preferred
shares of beneficial interest, having received notice of the meeting and
management's proxy statement therefore, and revoking all prior proxies, hereby
appoint John F. Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of
them, my (our) attorneys (with full power of substitution in them and each of
them) for and in my (our) name(s) to attend the Annual Meeting of Shareholders
of Pioneer Municipal High Income Advantage Trust to be held on September 24,
2013, at 2:00 p.m. (Eastern time) at the offices of Bingham McCutchen LLP, One
Federal Street, Boston, Massachusetts 02110, and any adjourned or postponed
session or sessions thereof, and to vote and act upon the following matters (as
more fully described in the accompanying proxy statement) in respect of all
preferred shares of beneficial interest of Pioneer Municipal High Income
Advantage Trust which I (we) will be entitled to vote or act upon, with all the
powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on
this proxy. When signing as attorney, executor, administrator or
other fiduciary, please give your full title as such. Joint owners
should each sign personally.
Signature(s) [Title(s) if applicable] Date
Signature of joint owner, if any Date
^ FOLD HERE ^
YOUR VOTE IS VERY IMPORTANT.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
THE PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH
INCOME ADVANTAGE TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE
ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING
PROPOSAL:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [X]
1. To elect two Class I trustees of Pioneer Municipal High Income Advantage Trust, as named in the
attached proxy statement, to serve on the Board of Trustees until their successors have been duly FOR WITHHOLD FOR ALL
elected and qualified. The nominees for trustees are: ALL ALL EXCEPT
01. David R. Bock 02. Daniel K. Kingsbury [ ] [ ] [ ]
|
To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL
EXCEPT" box and write the nominee's number(s) on the line provided below.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY
YOU CAN FIND THE PROXY STATEMENT ONLINE AT:
www.proxyonline.com/docs/pioneerclosedendfunds
TAG ID: 12345678 SCANNER BAR CODE CUSIP:
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